As filed with the U.S. Securities and Exchange Commission on July 29, 2022

File No. 333-123467

File No. 811-21732 

 

 

UNITED STATES

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. 50

and/or

REGISTRATION STATEMENT

UNDER

  THE INVESTMENT COMPANY ACT OF 1940
  Amendment No. 52

(Check appropriate box or boxes.)

 

 

MERCER FUNDS

(Exact Name of Registrant as Specified in Charter)

 

99 High Street

Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number: (617) 747-9500

 

 

Colin J. Dean, Esq.

Mercer Investments LLC

99 High Street

Boston, Massachusetts 02110

(Name and Address of Agent for Service)

 

Please send copies of all communications to:

 

Patrick W. D. Turley, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

(202) 261-3300

 

 

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

  immediately upon filing pursuant to paragraph (b)
  on July 31, 2022 pursuant to paragraph (b)
  60 days after filing pursuant to paragraph (a)(1)
  on (date) 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.

 

 
 

 

MERCER FUNDS

 

Mercer US Large Cap Equity Fund
(Adviser Class: MLCDX) (Class I: MLCSX) (Class Y-2: MLCYX) (Class Y-3: MLCGX)
Mercer US Small/Mid Cap Equity Fund
(Adviser Class: MSCJX) (Class I: MSCQX) (Class Y-2: MSCWX) (Class Y-3: MSCGX)
Mercer Non-US Core Equity Fund
(Adviser Class: MNCDX) (Class I: MNCSX) (Class Y-2: MNCYX) (Class Y-3: MNCEX)
Mercer Emerging Markets Equity Fund
(Adviser Class: MEMVX) (Class I: MEMSX) (Class Y-2: MEMWX) (Class Y-3: MEMQX)
Mercer Global Low Volatility Equity Fund
(Adviser Class: MGLPX) (Class I: MGLSX) (Class Y-2: MGLYX) (Class Y-3: MGLVX)
Mercer Core Fixed Income Fund
(Adviser Class: MCFVX) (Class I: MCFQX) (Class Y-2: MCFWX) (Class Y-3: MCFIX)
Mercer Opportunistic Fixed Income Fund
(Adviser Class: MOFAX) (Class I: MOFTX) (Class Y-2: MOFYX) (Class Y-3: MOFIX)

 

Prospectus

 

July 31, 2022

 

This prospectus offers Adviser Class, Class I, Class Y-2 and Class Y-3 shares in the seven series (each a “Fund,” and together, the “Funds”) of the Mercer Funds (the “Trust”). This prospectus contains information about the Adviser Class, Class I, Class Y-2 and Class Y-3 shares of the Funds that you should read carefully before you invest.

 

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

Contents

 

  Page
   
 
Summary of the Funds 1
   
Mercer US Large Cap Equity Fund 1
   
Mercer US Small/Mid Cap Equity Fund 8
   
Mercer Non-US Core Equity Fund 15
   
Mercer Emerging Markets Equity Fund 22
   
Mercer Global Low Volatility Equity Fund 30
   
Mercer Core Fixed Income Fund 37
   
Mercer Opportunistic Fixed Income Fund 44
   
Important Additional Information 52
   
Purchase and Sale of Fund Shares 52
   
Payments to Broker/Dealers and Other Financial Intermediaries 52
   
Details about the Funds 53
   
The Manager of Managers Structure 53
   
Investment Objectives and Principal Investment Strategies 53
   
Domestic Equity Funds: 53
   
Mercer US Large Cap Equity Fund 53
   
Mercer US Small/Mid Cap Equity Fund 58
   
Foreign Equity Funds: 61
   
Mercer Non-US Core Equity Fund 61
   
Mercer Emerging Markets Equity Fund 65
   
Mercer Global Low Volatility Equity Fund 70
   
Fixed Income Funds: 73
   
Mercer Core Fixed Income Fund 73
   
Mercer Opportunistic Fixed Income Fund 76
   
Risks of the Funds 80
   
Cash and Short-Term Investments 94
   
Temporary Defensive Positions 94
   
Cyber Security Risk 94
   
Disclosure of Portfolio Holdings 95
 
ii
 
Additional Information 95
   
Who Manages the Funds 95
   
Investment Adviser and the Subadvisers and Sub-Subadvisers 95
   
Administrative Services 96
   
Pricing of Fund Shares 97
   
Purchasing and Selling Fund Shares 97
   
Selecting an Appropriate Share Class 97
   
Distribution and Shareholder Services (12b-1) Plan 99
   
Shareholder Administrative Services Plan and Shareholder Administrative Services Agreement 99
   
Additional Payments to Intermediaries 99
   
Purchasing Shares 99
   
Purchasing Adviser Class and Class I Shares 100
   
Purchasing Class Y-2 Shares 100
   
Purchasing Class Y-3 Shares 100
   
Customer Identification 100
   
Selling Shares 100
   
Payments by the Funds 100
   
Redemptions by the Funds 100
   
Exchanging Shares 101
   
Frequent Trading of Fund Shares 101
   
Fund Distributions and Taxes 102
   
Dividends and Distributions 102
   
Taxes 103
   
Financial Highlights 105
 
iii

Summary of the Funds

 

Mercer US Large Cap Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.50 %     0.50 %     0.50 %     0.50 %
Distribution (12b-1) Fees     0.25 %     None         None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)             0.06 %             0.06 %             0.06 %             0.06 %
Total Annual Fund Operating Expenses     1.06 %     0.81 %     0.71 %     0.56 %
Less Fee Waivers(1)     (0.26) %     (0.26) %     (0.26) %     (0.26) %
Net Annual Fund Operating Expenses     0.80 %     0.55 %     0.45 %     0.30 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

Example

 

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 82     $ 311     $            560     $ 1,271  
Class I   $ 56     $ 233     $ 424     $ 977  
Class Y-2   $ 46     $ 201     $ 369     $ 858  
Class Y-3   $ 31     $ 153     $ 287     $ 677  
1

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests principally in equity securities (such as common stock) issued by large capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of large capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “large capitalization U.S. companies” to be U.S. companies with market capitalizations greater than $4 billion at the time of investment. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

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Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives

3

are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 1000® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. Brandywine Global Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 21, 2011. Jennison Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. O’Shaughnessy Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 20, 2010. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Polen Capital Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. Delaware Investments Fund Advisers, a series of Macquarie Investment Business Trust, assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019.

4

 

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.92%.

 

The Fund’s highest return for a quarter during the periods shown above was 23.67%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39% for the quarter ended March 31, 2020.

 

Average Annual Total Returns

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   10 Years
Mercer US Large Cap Equity Fund – Class Y-3 Shares                        
Return Before Taxes     23.78 %     17.48 %     15.41 %
Return After Taxes on Distributions     20.92 %     14.22 %     11.81 %
Return After Taxes on Distributions and Sale of Fund Shares     15.89 %     12.97 %     11.38 %
Russell 1000® Index(1) (reflects no deduction for fees, expenses, or taxes)    

26.45

%    

18.43

%    

16.73

%

 

(1) The Russell 1000® Index measures the performance of the large cap segment of the U.S. equity universe. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

 

Investment Adviser:

 

Mercer Investments LLC

5

 

Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

Brandywine Global Investment Management, LLC (“Brandywine”)

 

Patrick Kaser, Portfolio Manager and Co-lead of the Large Cap Value Equity Strategy, joined Brandywine in 1998. Mr. Kaser began managing Brandywine’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. Kaser managed Brandywine’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2011.
James Clarke, Portfolio Manager of the Large Cap Value Equity Strategy, rejoined the Firm in 2008. Mr. Clarke began managing Brandywine’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. Clarke managed Brandywine’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2011.
Celia Rodgers, Portfolio Manager and Co-lead of the Large Cap Value Equity Strategy, joined Brandywine in 2018. Ms. Rodgers began managing Brandywine’s allocated portion of the Mercer US Large Cap Value Equity Fund in December 2020.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie”)

 

Nikhil G. Lalvani, CFA, Managing Director, Senior Portfolio Manager and Team Leader, joined Macquarie in 1997. Mr. Lalvani began managing Macquarie’s allocated portion of the Fund’s portfolio in July 2019.
Kristen E. Bartholdson, Managing Director and Senior Portfolio Manager, joined Macquarie in 2006. Ms. Bartholdson, began managing Macquarie’s allocated portion of the Fund’s portfolio in July 2019.
Robert A. Vogel Jr., CFA, Managing Director and Senior Portfolio Manager, joined Macquarie in 2004. Mr. Vogel, began managing Macquarie’s allocated portion of the Fund’s portfolio in July 2019.
Erin Ksenak, Senior Vice President and Portfolio Manager, joined Macquarie in May 2017. Ms. Ksenak began managing Macquarie’s allocated portion of the Fund in December 2020.

 

Jennison Associates LLC (“Jennison”)

 

Blair A. Boyer, Managing Director, Co-Head of Large Cap Growth Equity and Large Cap Growth Equity Portfolio Manager, joined Jennison in 1993. Mr. Boyer began managing Jennison’s allocated portion of the Fund’s portfolio in April 2019.
Rebecca Irwin, Managing Director, Large Cap Growth Equity Portfolio Manager and Research Analyst, joined Jennison in 2006. Ms. Irwin, began managing Jennison’s allocated portion of the Fund’s portfolio in April 2019.
Natasha Kuhlkin, CFA, Managing Director, Large Cap Growth Equity Portfolio Manager and Research Analyst, joined Jennison in 2004. Ms. Kuhlkin, began managing Jennison’s allocated portfolio of the Fund’s portfolio in April 2019.
Kathleen A. McCarragher, Managing Director, Head of Growth Equity, and Large Cap Growth Equity Portfolio Manager, joined Jennison in 1998. Ms. McCarragher began managing Jennison’s allocated portfolio of the Fund’s portfolio in April 2019.

 

O’Shaughnessy Asset Management, LLC (“O’Shaughnessy”)

 

James O’Shaughnessy, Chairman, Co-Chief Investment Officer, and Portfolio Manager of O’Shaughnessy since 2007, began managing O’Shaughnessy’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. O’Shaughnessy managed O’Shaughnessy’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2010.
Patrick O’Shaughnessy, Chief Executive Officer, and Portfolio Manager of O’Shaughnessy since 2007, began managing O’Shaughnessy’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. O’Shaughnessy managed O’Shaughnessy’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2010.
Christopher Meredith, Co-Chief Investment Officer, Portfolio Manager and Director of Research of O’Shaughnessy since 2007, began managing O’Shaughnessy’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. Meredith managed O’Shaughnessy’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2010.
Scott Bartone, Chief Operating Officer since 2020 and Portfolio Manager since 2008 of O’Shaughnessy, began managing O’Shaughnessy’s allocated portion of the Fund’s portfolio in June 2016. Prior to that, Mr. O’Shaughnessy managed O’Shaughnessy’s allocated portion of the Mercer US Large Cap Value Equity Fund since 2010.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

Zach Olsen, CFA, Portfolio Manager, joined Parametric in 2017. Mr. Olsen began managing Parametric’s allocated portion of the Fund’s portfolio in May 2022.
   
Ricky Fong, CFA, Portfolio Manager, joined The Clifton Group in 2010, which was acquired by Parametric in 2012. Mr. Fong began managing Parametric’s allocated portion of the Fund’s portfolio in February 2015.
6

Polen Capital Management, LLC (“Polen”)

 

Dan Davidowitz, Portfolio Manager and Analyst, joined Polen in 2005. Mr. Davidowitz began managing Polen’s allocated portion of the Fund’s portfolio in April 2019.
   
 
Brandon Ladoff, Director of Sustainable Investing and Portfolio Manager, joined Polen in 2013. Mr. Ladoff began managing Polen’s allocated portion of the Fund’s portfolio in April 2019.
 

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

7

Mercer US Small/Mid Cap Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, comprised primarily of capital appreciation.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.87 %     0.87 %     0.87 %     0.87 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)     0.05 %     0.05 %     0.05 %     0.05 %
Acquired Fund Fees and Expenses     0.02 %     0.02 %     0.02 %     0.02 %
Total Annual Fund Operating Expenses(3)     1.44 %     1.19 %     1.09 %     0.94 %
Less Fee Waivers(1)     (0.46) %     (0.46) %     (0.46) %     (0.46) %
Net Annual Fund Operating Expenses(3)     0.98 %     0.73 %     0.63 %     0.48 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

(3) Total Annual Fund Operating Expenses and Net Annual Fund Operating Expenses do not correlate to the “total expenses (before reductions and reimbursements/waivers) to average daily net assets” and “net expenses to average daily net assets”, respectively, provided in the Financial Highlights. The information in the Financial Highlights does not include Acquired Fund Fees and Expenses, which are included above.

 

Example

 

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

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Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 100     $ 410     $ 743     $ 1,685  
Class I   $ 75     $ 332     $ 610     $ 1,402  
Class Y-2   $ 64     $ 301     $ 556     $ 1,287  
Class Y-3   $ 49     $ 254     $ 475     $ 1,113  

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 36% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests principally in equity securities (such as common stock) issued by small-to-medium capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of small-to-medium capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “small to medium capitalization U.S. companies” to be U.S. companies with market capitalizations between $25 million and the largest company included in the Russell 2500® Index (as of June 30, 2022, $17.8 billion). The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

9

Real Estate Investment Trusts (“REITs”) Risk. REITs may be affected by changes in the value of the underlying properties owned by the trusts and by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few properties, or in a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the Fund. In addition, to the extent that the Fund invests in REITs, the Fund must bear the REIT’s expenses in addition to the expenses of its own operation and is subject to risks associated with extended vacancies of properties or defaults by borrowers or tenants, particularly during periods of disruptions to business operations or an economic downturn.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

10

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 2500® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

11

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. GW&K Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Loomis, Sayles & Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. River Road Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2019. Westfield Capital Management Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on August 15, 2005.

 

 

The Fund’s calendar year-to-date return as of June 30, 2022 was -21.14%.

 

The Fund’s highest return for a quarter during the periods shown above was 26.07%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -30.23%, for the quarter ended March 31, 2020.

 

Average Annual Total Returns
For the Periods Ended December 31, 2021

 

    1 Year   5 Years   10 Years
Mercer US Small/Mid Cap Equity Fund – Class Y-3 Shares                        
Return Before Taxes     24.36 %     13.96 %     13.28 %
Return After Taxes on Distributions     18.20 %     10.74 %     10.42 %
Return After Taxes on Distributions and Sale of Fund Shares     16.90 %     10.14 %     9.97 %
Russell 2500® Index(1) (reflects no deduction for fees, expenses, or taxes)     18.18 %     13.75 %     14.15 %
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(1) The Russell 2500® Index measures the performance of the small-to mid-cap segment of the U.S. equity universe. The Russell 2500® Index is a subset of the Russell 3000® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

 

Investment Adviser:

 

Mercer Investments LLC

 

Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

GW&K Investment Management, LLC (“GW&K”)

 

Daniel L. Miller, CFA, Partner, Director of Equities, joined GW&K in 2008. Mr. Miller began managing GW&K’s allocated portion of the Fund’s portfolio in June 2016.
Jeffrey W. Thibault, CFA, Partner, Portfolio Manager, joined GW&K in 2004. Mr. Thibault began managing GW&K’s allocated portion of the Fund’s portfolio in June 2016.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”)

 

Mark F. Burns, CFA, Vice President since 1999, began managing Loomis Sayles’ allocated portion of the Fund’s portfolio in June 2016. Prior to that Mr. Burns managed Loomis Sayles’ allocated portion of the Mercer US Small/Mid Cap Growth Equity Fund since April 2016.
John J. Slavik, CFA, Vice President since 2005, began managing Loomis Sayles’ allocated portion of the Fund’s portfolio in June 2016. Prior to that Mr. Slavik managed Loomis Sayles’ allocated portion of the Mercer US Small/Mid Cap Growth Equity Fund since April 2016.

 

LSV Asset Management (“LSV”)

 

Josef Lakonishok, Ph.D., CEO, CIO, Partner and portfolio manager of LSV since its founding in 1994, began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.
Menno Vermeulen, CFA, has served as a portfolio manager for LSV since 1995 and a Partner since 1998 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.
Puneet Mansharamani, CFA, has served as a Partner and portfolio manager for LSV since 2006 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.
Greg Sleight, has served as a Quantitative Analyst of LSV since 2006, a Partner since 2012 and portfolio manager since 2014 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.
Guy Lakonishok, CFA, has served as a Quantitative Analyst of LSV since 2009, a Partner since 2013 and portfolio manager since 2014 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

Zach Olsen, CFA, Portfolio Manager, joined Parametric in 2017. Mr. Olsen began managing Parametric’s allocated portion of the Fund’s portfolio in May 2022.
 
Ricky Fong, CFA, Portfolio Manager, joined The Clifton Group in 2010, which was acquired by Parametric in 2012. Mr. Fong began managing Parametric’s allocated portion of the Fund’s portfolio in February 2015.
13

River Road Asset Management, LLC (“River Road”)

 

J. Justin Akin, Vice President & Senior Portfolio Manager, joined River Road in 2005 and began managing River Road’s allocated portion of the Fund’s portfolio in April 2019.
   
R. Andrew Beck, Chief Executive Officer & Senior Portfolio Manager, joined River Road in 2005 and began managing River Road’s allocated portion of the Fund’s portfolio in April 2019.
James C. Shircliff, CFA, Senior Portfolio Manager, joined River Road in 2005 and began managing River Road’s allocated portion of the Fund’s portfolio in April 2019.

 

Westfield Capital Management Company, L.P. (“Westfield”)

 

William A. Muggia, Chief Executive Officer, Chief Investment Officer, President, and Managing Partner, joined Westfield in 1994, and has been managing Westfield’s allocated portion of the Fund’s portfolio since inception in 2005.
Richard D. Lee, CFA, Managing Partner and Deputy Chief Investment Officer, joined Westfield in 2004 and has been managing Westfield’s allocated portion of the Fund’s portfolio since inception in 2005.
Ethan J. Meyers, CFA, Managing Partner and Director of Research, joined Westfield in 1999 and has been managing Westfield’s allocated portion of the Fund’s portfolio since inception in 2005.
John M. Montgomery, Managing Partner, Portfolio Strategist and COO, joined Westfield in 2006 and began managing Westfield’s allocated portion of the Fund’s portfolio in 2006.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

14

Mercer Non-US Core Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.70 %     0.70 %     0.70 %     0.70 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)     0.06 %     0.06 %     0.06 %     0.06 %
Total Annual Fund Operating Expenses     1.26 %     1.01 %     0.91 %     0.76 %
Less Fee Waivers(1)     (0.37) %     (0.37) %     (0.37) %     (0.37) %
Net Annual Fund Operating Expenses     0.89 %     0.64 %     0.54 %     0.39 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

Example

 

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 91     $ 363     $ 656     $ 1,490  
Class I   $ 65     $ 285     $ 522     $ 1,203  
Class Y-2   $ 55     $ 253     $ 468     $ 1,086  
Class Y-3   $ 40     $ 206     $ 386     $ 908  
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Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 57% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests principally in equity securities (such as common stock) issued by non-U.S. companies of any capitalization, located in the world’s developed and emerging capital markets. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of non-U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents.

 

Certain subadvisers may employ a quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Securities of non-U.S. companies generally include all securities included in the Fund’s benchmark index. In addition, securities of non-U.S. companies may include: (a) securities of companies that are organized under the laws of, or maintain their principal places of business in, countries other than the United States; (b) securities for which the principal trading market is in a country other than the United States; (c) securities issued or guaranteed by the government of a country other than the United States, such government’s agencies or instrumentalities, or the central bank of such country; (d) securities denominated in the currency issued by a country other than the United States; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in countries other than the United States or have at least 50% of their assets in countries other than the United States; (f) equity securities of companies in countries other than the United States, in the form of depositary receipts; or (g) securities issued by pooled investment vehicles that invest primarily in securities or derivative instruments that derive their value from securities of non-U.S. companies. The Fund may invest in derivative instruments, such as forward contracts and exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs or to increase or decrease currency exposure. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Principal Risk Factors

 

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those

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that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

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Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

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The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI EAFE® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on July 22, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. American Century Investment Management, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on November 15, 2013. Arrowstreet Capital, Limited Partnership assumed responsibility for managing a portion of the Fund’s portfolio on December 16, 2010. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 2, 2015. Massachusetts Financial Services Company assumed responsibility for managing a portion of the Fund’s portfolio on November 13, 2009. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015.

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The Fund’s calendar year-to-date return as of June 30, 2022 was -20.87%.

 

The Fund’s highest return for a quarter during the periods shown above was 17.38%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39%, for the quarter ended March 31, 2020.

 

Average Annual Total Returns

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   10 Years
Mercer Non-US Core Equity Fund – Class Y-3 Shares                        
Return Before Taxes     11.92 %     11.73 %     9.87 %
Return After Taxes on Distributions     7.04 %     9.42 %     8.04 %
Return After Taxes on Distributions and Sale of Fund Shares     9.25 %     8.84 %     7.63 %
MSCI EAFE® Index(1) (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))     11.26 %     9.55 %     8.03 %

 

(1) The MSCI EAFE® Index measures the performance of equity securities in developed markets outside of North America, including Europe, Australasia, and the Far East. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

Investment Adviser:

 

Mercer Investments LLC

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Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

American Century Investment Management, Inc. (“American Century”)

 

Rajesh Gandhi, CFA, Vice President and Senior Portfolio Manager, joined American Century in 2002. Mr. Gandhi began managing American Century’s allocated portion of the Fund’s portfolio in 2013.
Jim Zhao, Vice President and Portfolio Manager, joined American Century in 2009. Mr. Zhao began managing American Century’s allocated portion of the Fund’s portfolio in 2018.

 

Arrowstreet Capital, Limited Partnership (“Arrowstreet”)

 

Peter Rathjens, Ph.D., Partner, Chief Investment Officer, joined Arrowstreet in 1999. Mr. Rathjens began managing Arrowstreet’s allocated portion of the Fund’s portfolio in 2010.
Manolis Liodakis, Ph.D., Partner, Portfolio Management, joined Arrowstreet in 2012. Mr. Liodakis began managing Arrowstreet’s allocated portion of the Fund’s portfolio in 2012.
Derek Vance, CFA, Partner, Co-Head of Research, joined Arrowstreet in 2008. Mr. Vance began managing Arrowstreet’s allocated portion of the Fund’s portfolio in 2018.
Christopher Malloy, PhD, Manager, Research, joined Arrowstreet in 2019. Mr. Malloy began managing Arrowstreet’s allocated portion of the Fund’s portfolio in 2019.

 

LSV Asset Management (“LSV”)

 

Josef Lakonishok, Ph.D., CEO, CIO, Partner and portfolio manager of LSV since its founding in 1994, began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.
Menno Vermeulen, CFA, has served as a portfolio manager for LSV since 1995 and a Partner since 1998 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.
Puneet Mansharamani, CFA, has served as a Partner and portfolio manager for LSV since 2006 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.
Greg Sleight, has served as a Quantitative Analyst of LSV since 2006, a Partner since 2012 and portfolio manager since 2014 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.
Guy Lakonishok, CFA, has served as a Quantitative Analyst of LSV since 2009, a Partner since 2013 and portfolio manager since 2014 and began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.

 

Massachusetts Financial Services Company (“MFS”)

 

Benjamin Stone, Investment Officer, joined MFS in 2005, and began managing MFS’ allocated portion of the Fund’s portfolio in 2009.
 
Philip Evans, Investment Officer, joined MFS in 2011, and began managing MFS’ allocated portion of the Fund’s portfolio in 2020.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

Zach Olsen, CFA, Portfolio Manager, joined Parametric in 2017. Mr. Olsen began managing Parametric’s allocated portion of the Fund’s portfolio in May 2022.
   
Ricky Fong, CFA, Portfolio Manager, joined The Clifton Group in 2010, which was acquired by Parametric in 2012. Mr. Fong began managing Parametric’s allocated portion of the Fund’s portfolio in February 2015.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

21

Mercer Emerging Markets Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.77 %     0.77 %     0.77 %     0.77 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %             0.25 %             0.15 %     None  
Other Expenses(2)     0.10 %     0.10 %     0.10 %     0.10 %
Total Annual Fund Operating Expenses     1.37 %     1.12 %     1.02 %     0.87 %
Less Fee Waivers(1)     (0.40) %     (0.40) %     (0.40) %     (0.40) %
Net Annual Fund Operating Expenses     0.97 %     0.72 %     0.62 %     0.47 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

Example

 

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 99     $ 394     $ 712     $ 1,612  
Class I   $ 74     $ 316     $ 578     $ 1,327  
Class Y-2   $ 63     $ 285     $ 524     $ 1,212  
Class Y-3   $ 48     $ 238     $ 443     $ 1,036  

 

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Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 51% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings, in equity securities (such as dividend-paying securities, common stock and preferred stock) of companies that are located in emerging markets, and other investments that are tied economically to emerging markets but that may be listed or traded outside the issuer’s domicile country, which may include American, European and Global Depositary Receipts and other depositary receipts (“Depositary Receipts”). (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund invests in large, medium and small capitalization companies. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. The Fund’s portfolio securities are denominated primarily in foreign currencies and are typically held outside the U.S.

 

Stock index futures and various types of swaps may be used to implement the country selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, swaps and currency forwards to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Emerging market countries include all countries represented by the MSCI Emerging Markets Index. In determining if a security is economically tied to an emerging market country the Fund generally looks to the country of incorporation of the issuer as listed on Bloomberg, a widely recognized provider of market information. The Fund’s subadvisers may determine a security is economically tied to an emerging market country based on other factors, such as an issuer’s country of domicile, where the majority of an issuer’s revenues are generated or where an issuer’s primary exchange is located. As a result, a security may be economically tied to more than one country. With respect to derivative instruments, the Fund generally considers such instruments to be economically tied to emerging market countries if the underlying assets of the derivatives are (i) foreign currencies (or baskets or indices of such currencies); (ii) instruments or securities that are issued by foreign governments or by an issuer economically tied to an emerging market country as described above; or (iii) for certain money market instruments, if either the issuer or the guarantor of such money market instrument is economically tied to an emerging market country as described above.

 

In addition, the Fund may invest its assets in equity securities of companies that are located in “frontier markets” countries and other investments that are tied economically to “frontier markets” countries. “Frontier markets” is often used to describe the markets of smaller, less accessible, but still investable, countries of the developing world. “Frontier market” countries include all countries represented by the MSCI Frontier Markets Index. The securities of frontier market companies tend to be smaller in total market capitalization.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

23

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments. The Fund may focus on specific geographic regions, including countries in Asia, thus providing exposure to the risks associated with investment in Asian markets. Parts of the Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States. Investments in countries in the Asian region will be impacted by the market conditions, legislative or regulatory changes, competition, or political, economic and other developments in Asia. Investments in China may subject the Fund to certain additional risks, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization, exchange control regulations (including currency blockage), trading halts, imposition of tariffs, limitations on repatriation and differing legal standards.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to

24

recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

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The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

 

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposures, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

26

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI Emerging Markets Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because these there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. William Blair Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 21, 2016. Origin Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019. BennBridge US LLC, Grantham, Mayo, Van Otterloo & Co. LLC and Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited assumed responsibility for managing portions of the Fund’s portfolio on March 15, 2021.

 

(2013 was Class Y-3’s first full calendar year of operation)

 

 

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.04%.

 

The Fund’s highest return for a quarter during the period shown above was 20.03%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -25.65%, for the quarter ended March 31, 2020.

27

Average Annual Total Returns

 

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   Life of Fund
(Inception
May 1,
2012
)
Mercer Emerging Markets Equity Fund – Class Y-3 Shares                        
Return Before Taxes     0.01 %     9.00 %     3.99 %
Return After Taxes on Distributions     -3.22 %     7.23 %     2.93 %
Return After Taxes on Distributions and Sale of Fund Shares     1.51 %     6.76 %     2.95 %

MSCI Emerging Markets Index(1) (net dividends) (reflects no

deduction for fees, expenses, or taxes (other than assumed dividend

tax))

    -2.54 %     9.87 %     4.38 %

 

(1) The MSCI Emerging Markets Index measures the performance of equity securities in global emerging markets. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

 

Investment Adviser:

 

 

Mercer Investments LLC

 

Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

BennBridge US LLC (“BennBridge US”)

 

In connection with the services that BennBridge US provides to the Fund, BennBridge US utilizes the services of its UK-based affiliate BennBridge Ltd. through a participating affiliate arrangement that allows BennBridge Ltd. to provide services and investment personnel pursuant to the subadvisory agreement with the Fund. BennBridge Ltd. in turn utilizes the services of certain personnel of UK-based investment firm Skerryvore Asset Management LLP (“Skerryvore”) pursuant to the terms of an appointed representative services agreement that has been entered into between BennBridge Ltd. and Skerryvore under which certain personnel of Skerryvore have been assigned to and work for BennBridge Ltd. under the supervision of BennBridge Ltd. These Skerryvore personnel, who are each deemed to be “supervised persons” of BennBridge US for purposes of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), include each of the following:

 

Glen Finegan, Lead Portfolio Manager, joined Skerryvore in 2019. Mr. Finegan began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
Michael Cahoon, Portfolio Manager, joined Skerryvore in 2019. Mr. Cahoon began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
Nicholas Cowley, Portfolio Manager, joined Skerryvore in 2019. Mr. Cowley began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
Stephen Deane, Portfolio Manager, joined Skerryvore in 2019. Mr. Deane began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
Ronan Kelleher, Portfolio Manager, joined Skerryvore in 2019. Mr. Kelleher began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
Ian Tabberer, Portfolio Manager, joined Skerryvore in 2019. Mr. Tabberer began managing BennBridge US’s allocated portion of the Fund’s portfolio in March 2021.
28

Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”)

 

Warren Chiang, Portfolio Manager, joined GMO in 2015. Mr. Chiang began managing GMO’s allocated portion of the Fund’s portfolio in March 2021.
Arjun Divecha, Portfolio Manager, joined GMO in 1993. Mr. Divecha began managing GMO’s allocated portion of the Fund’s portfolio in March 2021.

 

Origin Asset Management LLP (“Origin”)

 

Chris Carter, Founding Partner and Portfolio Manager, joined Origin in 2005. Mr. Carter began managing Origin’s allocated portion of the Fund’s portfolio in July 2019.
Nigel Dutson, Founding Partner and Portfolio Manager, joined Origin in 2005. Mr. Dutson, began managing Origin’s allocated portion of the Fund’s portfolio in July 2019.
Tarlock Randhawa, Managing Partner and Portfolio Manager, joined Origin in 2005. Mr. Randhawa, began managing Origin’s allocated portion of the Fund’s portfolio in July 2019.
Nerys Weir, Portfolio Manager, joined in Origin in 2008. She took a career break in 2016 and rejoined in 2019. Ms. Weir began managing Origin’s allocated portion of the Fund’s portfolio in June 2021.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

Zach Olsen, CFA, Portfolio Manager, joined Parametric in 2017. Mr. Olsen began managing Parametric’s allocated portion of the Fund’s portfolio in May 2022.
 
Ricky Fong, CFA, Portfolio Manager, joined The Clifton Group in 2010, which was acquired by Parametric in 2012. Mr. Fong began managing Parametric’s allocated portion of the Fund’s portfolio in February 2015.

 

Schroder Investment Management North America Inc. (“SIMNA Inc.”) and Schroder Investment Management North America Limited (“SIMNA Ltd.”, and together with SIMNA Inc., “Schroders”)

 

Louisa Lo, Head of Greater China Equity Investments, joined Schroders in 1996. Ms. Lo began managing Schroders’ allocated portion of the Fund’s portfolio in January 2021.

 

William Blair Investment Management, LLC (“William Blair”)

 

Todd McClone, CFA, Partner and Portfolio Manager, joined William Blair in 2000. Mr. McClone began managing William Blair’s allocated portion of the Fund’s portfolio in June 2016.
 
Ken McAtamney, Partner and Portfolio Manager, joined William Blair in 2005. Mr. McAtamney began managing William Blair’s allocated portion of the Fund’s portfolio in January 2022.
Hugo Scott-Gall, Partner and Portfolio Manager, joined William Blair in 2018. Mr. Scott-Gall began managing William Blair’s allocated portion of the Fund’s portfolio in January 2022.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

29

Mercer Global Low Volatility Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.73 %     0.73 %     0.73 %     0.73 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)     0.07 %     0.07 %     0.07 %     0.07 %
Total Annual Fund Operating Expenses     1.30 %     1.05 %     0.95 %     0.80 %
Less Fee Waivers(1)     (0.49) %     (0.49) %     (0.49) %     (0.49) %
Net Annual Fund Operating Expenses     0.81 %     0.56 %     0.46 %     0.31 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

Example

 

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 83     $ 364     $ 666     $ 1,525  
Class I   $ 57     $ 285     $ 532     $ 1,238  
Class Y-2   $ 47     $ 254     $ 478     $ 1,122  
Class Y-3   $ 32     $ 206     $ 396     $ 944  

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account.

30

These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 59% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. and foreign issuers. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash, or cash equivalents. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund reasonably anticipates that under normal circumstances it will invest significantly in a broad range of countries, which will typically be countries represented by the MSCI World Index, and that approximately 30%-60% of its assets will be invested in equity securities of foreign issuers. In addition, the Fund may invest up to 15% of its net assets in cash, cash equivalents or cash-like investments. The Fund invests in large, medium and small capitalization companies. The Fund will seek to achieve its investment objective by matching the return of its benchmark, the MSCI World Index, over 5-7 years with lower price volatility than the benchmark for the period, by investing in securities of issuers with certain volatility characteristics. Such volatility characteristics may include, but are not limited to, high return on equity, low debt to equity ratios, and high earnings growth stability.

 

Stock index futures and various types of swaps may be used to implement the equity security selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

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Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Large Capitalization Risk. Large capitalization companies perform differently from, and at times and for extend periods of time worse than, stocks of medium and small capitalization companies. Larger more established companies may be unable to respond quickly to new competitive challenges.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative

32

subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Cash and Other High Quality Instruments. The Fund may invest significantly in cash, cash equivalents or cash-like investments. In addition, the Fund may invest its assets in certain types of equity securities and fixed-income securities with remaining maturities of less than one year. Examples of such equity and fixed-income securities may include convertible bonds, contingent convertible bonds, preference shares and warrants. These cash items and other high-quality corporate debt securities may include a number of money market instruments such as securities issued by the U.S. government and agencies thereof, bankers’ acceptances, commercial paper, and bank certificates of deposit. If the Fund maintains a significant portion of its holdings in cash and cash-like investments, then it may reduce its participation in market volatility, but is likely also to reduce its participation in positive market returns. Additionally, significant holdings of cash and cash-like investments may result in an erosion in relative value in macroeconomic circumstances where inflation is high. As a result, if the Fund maintains significant cash positions in its portfolio over time it may experience reduced long-term total return which could impair its ability to meet its investment objective.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency

33

forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors. The consumer discretionary sector in particular may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences, social trends and marketing campaigns.

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI World Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Acadian Asset Management LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 12, 2012. Martingale Asset Management, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on February 23, 2015. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Veritas Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on December 10, 2018. Ninety One North America, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2021.

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(2013 was Class Y-3’s first full calendar year of operation)

 

 

The Fund’s calendar year-to-date return as of June 30, 2022 was -15.70%.

 

The Fund’s highest return for a quarter during the period shown above was 12.99%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -18.20%, for the quarter ended March 31, 2020.

 

Average Annual Total Returns

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   Life of Fund
(Inception
November 6,
2012
)
Mercer Global Low Volatility Equity Fund – Class Y-3 Shares                        
Return Before Taxes     18.63 %     12.95 %     11.50 %
Return After Taxes on Distributions     15.34 %     10.79 %     9.60 %
Return After Taxes on Distributions and Sale of Fund Shares     13.15 %     9.85 %     8.84 %
MSCI World Index(1) (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))     21.82 %     15.03 %     12.50 %

 

(1) The MSCI World Index measures the performance of stocks in 23 developed markets in North America, Europe, and the Asia/Pacific region. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

 

Investment Adviser:

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Mercer Investments LLC

 

Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

Acadian Asset Management LLC (“Acadian”)

 

Brendan Bradley, Ph.D., is an Executive Vice President, Chief Investment Officer at Acadian. Mr. Bradley joined Acadian in September 2004. Mr. Bradley began managing Acadian’s allocated portion of the Fund’s portfolio in November 2012.
Ryan Taliaferro, Ph.D., is a Senior Vice President, Director, Equity Strategies. Mr. Taliaferro joined Acadian in May 2011. Mr. Taliaferro began managing Acadian’s allocated portion of the Fund’s portfolio in November 2012.
Mark Birmingham, CFA is a Senior Vice President and Lead Portfolio Manager for Acadian’s Managed Volatility strategies. Mr. Birmingham joined Acadian in October 2013 and at that time began managing Acadian’s allocated portion of the Fund’s portfolio.

 

Martingale Asset Management, L.P. (“Martingale”)

 

James M. Eysenbach, CFA, Chief Investment Officer, joined Martingale in 2004. Mr. Eysenbach began managing Martingale’s allocated portion of the Fund’s portfolio in February 2015.

 

Ninety One North America, Inc. (“Ninety One”)

 

Clyde Rossouw, Portfolio Manager and Co-Head of Quality, joined Ninety One in 1999. Mr. Rossouw began managing Ninety One’s allocated portion of the Fund’s portfolio in April 2021.

 

Veritas Asset Management LLP (“Veritas”)

 

Andy Headley, Fund Manager of the Veritas Global strategies of Veritas, joined Veritas as a portfolio manager in 2003. Mr. Headley began managing Veritas’ allocated portion of the Fund’s portfolio in December 2018.
 
Mike Moore, alternate Fund Manager for Veritas’ Global Focus Fund, joined Veritas in 2014. Mr. Moore began managing Veritas’ allocated portion of the Fund’s portfolio in January 2020.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

Zach Olsen, CFA, Portfolio Manager, joined Parametric in 2017. Mr. Olsen began managing Parametric’s allocated portion of the Fund’s portfolio in May 2022.
Ricky Fong, CFA, Portfolio Manager, joined The Clifton Group in 2010, which was acquired by Parametric in 2012. Mr. Fong began managing Parametric’s allocated portion of the Fund’s portfolio in February 2015.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

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Mercer Core Fixed Income Fund

 

Investment Objective

 

The investment objective of the Fund is to provide total return, consisting of both current income and capital appreciation.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.33 %     0.33 %     0.33 %     0.33 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)     0.06 %     0.06 %     0.06 %     0.06 %
Total Annual Fund Operating Expenses     0.89 %     0.64 %     0.54 %     0.39 %
Less Fee Waivers(1)     (0.23) %     (0.23) %     (0.23) %     (0.23) %
Net Annual Fund Operating Expenses     0.66 %     0.41 %     0.31 %     0.16 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end. The “Other Expenses” shown for Class I are also based on estimated amounts for the Fund’s current fiscal year.

 

Example

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 67     $ 261     $ 471     $ 1,075  
Class I   $ 42     $ 182     $ 334     $ 777  
Class Y-2   $ 32     $ 150     $ 279     $ 655  
Class Y-3   $ 16     $ 102     $ 196     $ 470  
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Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 131% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests principally in investment grade fixed income securities, including government securities, corporate bonds and securitized bonds such as mortgage and asset-backed securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund also may invest in non-investment grade bonds (sometimes called high yield or junk bonds), non-U.S. dollar denominated bonds, bonds issued by issuers located in emerging capital markets. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivative instruments, such as options, futures, and swap agreements. The Fund may engage in transactions in derivatives for a variety of purposes, including changing the investment characteristics of its portfolio, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment. Generally, the Fund is managed to maintain a duration within 20% of the duration of the Bloomberg U.S. Aggregate Bond Index (as of June 30, 2022, the duration of the Index was 6.4 years). Duration is a measure of the sensitivity of the price of a debt security (or a portfolio of debt securities) to changes in interest rates. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

 

Credit Risk. Issuers of debt securities may be unable, unwilling, or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-

38

backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

U.S. Government Securities Risk. U.S. government agency obligations have different levels of credit support, and therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration or Ginnie Mae, present lower credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, such as securities issued by Federal Home Loan Banks, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”) or “Ba” or below by Moody’s Investors Service, Inc. (“Moody’s”) are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market or interest rate trends, which can result in losses to the Fund.

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Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities - an indication of the ability of dealers to engage in “market making” - are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

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Portfolio Turnover Risk. Depending on market and other conditions, the Fund may experience high portfolio turnover, which may result in higher brokerage commissions and transaction costs and capital gains (which could increase taxes and, consequently, reduce returns).

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, Bloomberg U.S. Aggregate Bond Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on December 27, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 shares will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Income Research & Management assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014. Manulife Investment Management (US) LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 1, 2016. PGIM, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014.

 

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The Fund’s calendar year-to-date return as of June 30, 2022 was -11.31%.

 

The Fund’s highest return for a quarter during the periods shown above was 4.58%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -3.24%, for the quarter ended March 31, 2021.

 

Average Annual Total Returns

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   10 Years
Mercer Core Fixed Income Fund – Class Y-3 Shares                        
Return Before Taxes     -1.15 %     4.26 %     3.71 %
Return After Taxes on Distributions     -2.06 %     2.99 %     2.29 %
Return After Taxes on Distributions and Sale of Fund Shares     -0.62 %     2.74 %     2.26 %
Bloomberg U.S. Aggregate Bond Index(1) (reflects no deduction for fees, expenses, or taxes)     -1.54 %     3.57 %     2.90 %

 

(1) The Bloomberg U.S. Aggregate Bond Index is an index that measures the performance of securities from the Bloomberg U.S. Government/Corporate Bond Index, Mortgage-Backed Securities Index, Asset-Backed Securities Index, and Commercial Mortgage-Backed Securities Index. The Bloomberg U.S. Aggregate Bond Index is a broad representation of the investment-grade fixed-income market in the United States and includes U.S. government and corporate debt securities, mortgage- and asset-backed securities, and international U.S. dollar-denominated bonds. All securities contained in the Bloomberg U.S. Aggregate Bond Index have a minimum term to maturity of one year. The index is unmanaged and cannot be invested in directly.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

Investment Adviser:

 

Mercer Investments LLC

 

Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

Income Research & Management (“IR+M”)

 

William A. O’Malley, CFA, Board Member, Chief Executive Officer, Co-Chief Investment Officer, joined IR+M in 1994. Mr. O’Malley began managing IR+M’s allocated portion of the Fund’s portfolio in April 2014.
William O’Neill, CFA, Principal, Senior Portfolio Manager, joined IR+M in 2004. Mr. O’Neill began managing IR+M’s allocated portion of the Fund’s portfolio in January 2020.
James E. Gubitosi, CFA, Co-Chief Investment Officer, Principal, joined IR+M in 2007. Mr. Gubitosi began managing IR+M’s allocated portion of the Fund’s portfolio in 2016.

 

Manulife Investment Management (US) LLC (“Manulife”)

 

Howard C. Greene, CFA, Senior Managing Director and Senior Portfolio Manager, joined Manulife in 2002. Mr. Greene began managing Manulife’s allocated portion of the Fund’s portfolio in June 2016.
Jeffrey N. Given, CFA, Senior Managing Director and Senior Portfolio Manager, joined Manulife in 1993. Mr. Given began managing Manulife’s allocated portion of the Fund’s portfolio in June 2016.
   
Connor Minnaar, CFA, Managing Director and Associate Portfolio Manager, joined Manulife in 2006. Mr. Minnaar began managing Manulife’s allocated portion of the Fund’s portfolio in July 2022.
 
Pranay Sonalkar, Managing Director and Associate Portfolio Manager, joined Manulife in 2014. Mr. Sonalkar began managing Manulife’s allocated portion of the Fund’s portfolio in July 2021.
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PGIM, Inc. (“PGIM”)

 

Richard Piccirillo, Managing Director and Senior Portfolio Manager, joined PGIM in 1993. Mr. Piccirillo began managing PGIM’s allocated portion of the Fund’s portfolio in April 2014.
   
Greg Peters, Managing Director, co-Chief Investment Officer of PGIM Fixed Income and Head of Multi-Sector and Strategy, joined PGIM in February 2014. Mr. Peters began managing PGIM’s allocated portion of the Fund’s portfolio in May 2014.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

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Mercer Opportunistic Fixed Income Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Fees and Expenses

 

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

    Adviser
Class
    Class I     Class Y-2     Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds)     2.00 %     2.00 %     2.00 %     2.00 %
                                 

 

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

 

    Adviser
Class
  Class I   Class Y-2   Class Y-3
Management Fees(1)     0.79 %     0.79 %     0.79 %     0.79 %
Distribution (12b-1) Fees     0.25 %     None       None       None  
Non-Distribution Shareholder Administrative Services Fees     0.25 %     0.25 %     0.15 %     None  
Other Expenses(2)     0.11 %     0.11 %     0.11 %     0.11 %
Total Annual Fund Operating Expenses     1.40 %     1.15 %     1.05 %     0.90 %
Less Fee Waivers(1)     (0.45) %     (0.45) %     (0.45) %     (0.45) %
Net Annual Fund Operating Expenses     0.95 %     0.70 %     0.60 %     0.45 %

 

(1) Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.

 

(2) “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

 

Example

 

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

 

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Adviser Class   $ 97     $ 399     $ 723     $ 1,641  
Class I   $ 72     $ 321     $ 589     $ 1,357  
Class Y-2   $ 61     $ 289     $ 536     $ 1,242  
Class Y-3   $ 46     $ 242     $ 454     $ 1,066  
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Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 77% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change. In seeking to achieve the Fund’s investment objective of total return, the Fund invests primarily in fixed income securities of U.S. and non-U.S. issuers, including those in emerging and frontier markets. The Fund invests in various strategic and tactical global bond market opportunities without limitations in geography (developed and emerging markets), issuer type (government/public sector and corporate/private sector), quality (investment grade, below investment grade or unrated), and currency denomination (U.S. Dollar and foreign currencies). Fixed income securities in which the Fund will invest include all varieties of fixed-rate and floating-rate securities (including but not limited to those issued by central and local governments, government agency and affiliated institutions, corporate bonds, mortgage- and other asset-backed securities, and convertible securities). The Fund may invest in bank loans and loan participations and senior and subordinated debt securities. The Fund may invest a significant portion of its assets in any combination of non-investment grade bonds (sometimes called “high yield” or “junk bonds”), bonds issued by issuers in emerging capital markets. A lesser portion of the Fund’s assets may be invested in securities in default or otherwise illiquid investments. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivatives such as futures (including, among others, currency futures and interest rate futures), swaps (currency, interest rate, credit default, and total return), forwards, options (including, among others, exchange-traded and over-the-counter currency options), and credit-linked notes. The Fund may engage in transactions in derivatives for a variety of purposes, including hedging, risk management, efficient portfolio management, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Principal Risk Factors

 

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

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Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Credit Risk. Issuers of debt securities may be unable, unwilling or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, adverse changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Sovereign Debt Securities Risk. Investments in foreign sovereign debt securities may subject the Fund to the following risks: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems, and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the value of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

46

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

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Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Convertible Securities Risk. Convertible securities (preferred stocks, debt instruments, and other securities convertible into common stocks) may offer higher income than the common stocks into which the convertible securities are convertible or exchangeable. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, the prices of convertible securities may reflect changes in the values of the underlying common stocks into which such convertible securities are convertible or exchangeable. Issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.

 

Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

 

 

The Fund is not intended to serve as a complete investment program.

 

Performance of the Fund

 

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the ICE BofA Merrill Lynch Global High Yield 2% Constrained Index Unhedged. The Fund’s average annual returns over time are also compared to a secondary blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the

48

prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 22, 2018, the Fund changed its subadvisers. For periods prior to June 22, 2018, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup. All of the Fund’s current subadvisers assumed responsibility for managing their respective portions of the Fund’s portfolio on June 22, 2018.

 

(2014 was Class Y-3’s first full calendar year of operation)

 

 

The Fund’s calendar year-to-date return as of June 30, 2022 was -13.40%.

 

The Fund’s highest return for a quarter during the period shown above was 9.57%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -10.10%, for the quarter ended March 31, 2020.

 

Average Annual Total Returns

 

For the Periods Ended December 31, 2021

 

    1 Year   5 Years   Life of
Fund
(Inception
August 21,
2013
)
Mercer Opportunistic Fixed Income Fund – Class Y-3 Shares                        
Return Before Taxes     -1.25 %     4.32 %     2.27 %
Return After Taxes on Distributions     -2.88 %     3.01 %     1.00 %
Return After Taxes on Distributions and Sale of Fund Shares     -0.74 %     2.76 %     1.16 %
ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged (1) (reflects no deduction for fees, expenses, or taxes)     1.36 %     5.78 %     2.97 %
Secondary Index(2) (reflects no deduction for fees, expenses, or taxes)     -2.11 %     4.23 %     2.66 %
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(1) ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged contains all securities in The BofA Merrill Lynch Global High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro-rata basis.

 

(2) The Fund’s secondary benchmark index is a blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

 

Fund Management

 

Investment Adviser:

 

Mercer Investments LLC

 

Subadvisers, Sub-Subadvisers and Portfolio Managers:

 

The individuals listed below are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund’s portfolio.

 

BlackRock International Limited (“BlackRock”)

 

Amer Bisat, Managing Director of BlackRock, joined BlackRock as a portfolio manager in 2013. Mr. Bisat began managing BlackRock’s allocated portion of the Fund’s portfolio in January 2022.
   
Laurent Develay, Managing Director of BlackRock, joined BlackRock as a portfolio manager in 2012. Mr. Develay began managing BlackRock’s allocated portion of the Fund’s portfolio in June 2018.
Michal Wozniak, Director of BlackRock, joined BlackRock as a portfolio manager in 2013. Mr. Wozniak began managing BlackRock’s allocated portion of the Fund’s portfolio in June 2018.

 

Colchester Global Investors Limited (“Colchester”)

 

Ian Sims, Chairman and Chief Investment Officer of Colchester, founded Colchester in 1999. Mr. Sims began managing Colchester’s allocated portion of the Fund’s portfolio in June 2018.
Keith Lloyd, Chief Executive Officer and Deputy Chief Investment Officer of Colchester, became a senior portfolio manager of Colchester in 2000. Mr. Lloyd began managing Colchester’s allocated portion of the Fund’s portfolio in June 2018.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”)

 

Kevin Kearns, Vice President and Portfolio Manager, and Senior Derivatives Strategist joined Loomis Sayles in 2007. Mr. Kearns began managing Loomis Sayles’ allocated portion of the Fund’s portfolio in June 2018.
Thomas Fahey, Vice President and Co-Director of Macro Strategies, joined Loomis Sayles in 2010. Mr. Fahey began managing Loomis Sayles’ allocated portion of the Fund’s portfolio in June 2018.
Andrea DiCenso, Vice President and Co-Portfolio Manager for the Credit Asset and World Credit Asset Strategies joined Loomis Sayles in 2006. Ms. DiCenso began managing Loomis Sayles’ allocated portion of the Fund’s portfolio in June 2018.

 

Western Asset Management Company, LLC (“WAMCO”) and Western Asset Management Company Limited (sub-subadviser) (“WAMCL” and together, “Western”)

 

Michael C. Buchanan, CFA, Deputy Chief Investment Officer and Lead Portfolio Manager, joined Western as a Portfolio Manager in 2005. Mr. Buchanan began managing Western’s allocated portion of the Fund’s portfolio in June 2018.
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S. Kenneth Leech, Chief Investment Officer and Co-Portfolio Manager, joined Western as a Portfolio Manager in 1990. Mr. Leech began managing Western’s allocated portion of the Fund’s portfolio in June 2018.
Mark S. Lindbloom, Co-Portfolio Manager, joined Western as a Portfolio Manager in 2005. Mr. Lindbloom began managing Western’s allocated portion of the Fund’s portfolio in June 2018.
Annabel Rudebeck, Co-Portfolio Manager, joined Western as a Portfolio Manager in 2016. Ms. Rudebeck began managing Western’s allocated portion of the Fund’s portfolio in June 2018.

 

Tax Information

 

The Fund’s distributions generally are taxable 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, in which case you may be subject to federal income tax upon withdrawal from the tax-deferred account.

 

For important information about purchase and sale of Fund shares and financial intermediary compensation, please turn to “Important Additional Information” on page 52 of this prospectus.

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Important Additional Information

 

Purchase and Sale of Fund Shares

 

Adviser Class, Class I, Class Y-2 and Class Y-3 shares each have different eligibility requirements, as presented below. Adviser Class and Class I shares are available to investors that invest in the Trust through a “Service Agent” such as a bank, broker-dealer, trust company, insurance company, financial planner, retirement plan administrator, mutual fund supermarket, and other similar types of third-party financial industry service providers that have entered into an agreement with MGI Funds Distributors, LLC (the “Distributor”) and/or the Adviser to sell shares of the Funds and/or provide shareholder services in respect of the Funds. Class Y-2 and Class Y-3 shares generally are available only to “Institutional Investors” which include, but are not limited to “Institutional Accounts” as defined under the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as well as qualified employee benefit plans and other retirement savings plans, family offices and their clients, non-profit organizations, charitable trusts, foundations and endowments, accounts registered to bank trust departments, trust companies, registered investment advisers, and investment companies.

 

    Adviser Class   Class I   Class Y-2   Class Y-3
Eligibility Requirements    Investors that invest in the Trust through a Service Agent that has entered into an agreement with the Distributor to offer Adviser Class shares through a no-transaction fee network or platform.    Investors that invest in the Trust through a Service Agent acting solely as an agent on behalf of its customers pursuant to an agreement with the Distributor and/or the Adviser. The Service Agent may charge you a transaction fee in an amount determined and separately disclosed to you by the Service Agent.    Institutional Investors purchasing shares directly from the Trust, but who do not have an investment management agreement with the Adviser or an affiliate of the Adviser.    Institutional Investors purchasing shares directly from the Trust and who have entered into an investment management agreement with the Adviser or an affiliate of the Adviser.

 

You may purchase or redeem shares of a Fund on each day the New York Stock Exchange (the “Exchange”) is open for business.

 

You may purchase or redeem Adviser Class or Class I shares through your Service Agent. Eligible Institutional Investors that wish to buy Class Y-2 or Class Y-3 shares should contact the Adviser. Class Y-2 and Class Y-3 shares may be redeemed through the Adviser or State Street Bank and Trust Company, the Funds’ transfer agent (the “Transfer Agent”), located at 1 Heritage Drive, North Quincy, Massachusetts 02171.

 

There is no minimum investment for eligible investors that are investing in Adviser Class, Class I, Class Y-2 or Class Y-3 shares.

 

Payments to Broker/Dealers and Other Financial Intermediaries

 

If you purchase a Fund through a broker/dealer or other financial intermediary (such as a bank, insurance company, plan sponsor, or financial professional), the Fund and its related companies, such as the Distributor and/or the Adviser, 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 intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

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Details about the Funds

 

The Manager of Managers Structure

 

The Adviser is responsible for constructing and monitoring the asset allocation and portfolio strategies for the Funds, consistent with each Fund’s investment objective, strategies, and risks. The Adviser believes that it is possible to enhance shareholder value by using one or more subadvisory firms to manage the assets of each Fund. Therefore, the Adviser manages each Fund using a “manager of managers” approach by selecting one or more subadvisers to manage the assets of each Fund, based upon the Adviser’s evaluation of the subadviser’s expertise and performance in managing the asset class in which the Fund will invest. The Adviser determines the percentage of each Fund’s portfolio allocated to each subadviser in order to seek to achieve each Fund’s investment objective.

 

Securities are selected for each Fund’s portfolio using a combination of traditional and fundamental investment tools and/or quantitative analysis. Each Fund generally relies on the professional judgment of its respective subadvisers to make decisions about the Fund’s portfolio holdings, and each subadviser employs its own proprietary processes and disciplines to select securities and manage an allocated portion of a Fund’s investment portfolio. Each subadviser acts independently from the others and has discretion to invest its allocated portion of a Fund’s assets. A description of the Funds’ current subadvisers and the subadvisers’ individual securities selection processes can be found in the next section.

 

Investment Objectives and Principal Investment Strategies

 

Each Fund seeks to achieve its own distinct investment objective, as described below. The Funds’ investment objectives may be changed by the Board of Trustees of the Trust without shareholder approval (although a Fund will provide advance notice to shareholders before any such change takes effect). There can be no guarantee that a Fund will achieve its investment objective.

 

Domestic Equity Funds:

 

Mercer US Large Cap Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Principal Investment Strategies of the Fund

 

The Fund invests principally in equity securities (such as common stock) issued by large capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of large capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “large capitalization U.S. companies” to be U.S. companies with market capitalizations greater than $4 billion at the time of investment. While the investment objective of the Fund is to provide long-term total return, income may be generated from dividends paid by the common stocks in the Fund’s portfolio.

 

As discussed above, the Fund invests principally in large capitalization U.S. companies. The subadvisers also may invest a portion of the Fund’s assets in companies with market capitalizations that are below this level. Further, if movement in the market price causes a particular stock’s market capitalization to fall below this level, the Fund is not required to dispose of the stock.

 

The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

The Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage allocated portions of the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are jointly and primarily responsible for the day-to-day management of their allocated portions of the Fund, and the subadvisers’ investment strategies, are:

53

Brandywine Global Investment Management, LLC (“Brandywine”), located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, serves as a subadviser to the Fund. Brandywine is a wholly owned subsidiary of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton (“Franklin”).

 

Mr. Patrick Kaser is primarily responsible for the day-to-day management of Brandywine’s allocated portion of the Fund’s portfolio, with Celia Rodgers acting as Co-lead portfolio manager and James Clarke acting as the Director of Research. Mr. Kaser joined Brandywine in 1998 and is the co-lead portfolio manager of Brandywine’s Large Cap Value Equity Strategy. He is responsible for researching the financial and healthcare sectors. Mr. Clarke has been the primary back-up portfolio manager of the Large Cap Value Equity Strategy since 2010. Prior to rejoining Brandywine, Mr. Clarke was a founding partner of Clarke Bennitt LLC, and previously lead-managed Brandywine’s Small Cap Value Strategy. Ms. Rodgers joined Brandywine in 2018 and is also the co-lead of the Large Cap Value Equity Strategy. Ms. Rodgers is responsible for general research and portfolio construction along with Mr. Kaser and Mr. Clarke. Prior to joining Brandywine, Ms. Rodgers served in various roles at Aberdeen Standard Investments from 2012 to 2018, including investment manager.

 

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, Brandywine begins its process with quantitative screens and internal research ideas, looking for stocks with a market capitalization greater than $1 billion that are cheap on a price-to-earnings, price-to-book value, price-to-cash flow or other current valuation basis relative to peers, its own history and the market. Additionally, Brandywine generally looks for companies that pay dividends. Brandywine may also run other screens, such as free cash flow and leveraged buyout screens, to generate additional ideas.

 

Through fundamental analysis, Brandywine seeks to understand the reasons why a stock is cheap or out of favor; and to identify those companies that are truly undervalued and most likely to return to normal valuation levels and profitability. Within the universe of undervalued securities, Brandywine seeks to identify the best combination of valuation characteristics, dividend yield, earnings growth and quality. Conclusions are based on a company’s financial condition, competitive position within its industry and the quality of its management. Brandywine pays close attention to the balance sheet and cash flow statement in order to appraise the value of the business and evaluate the security of the dividend. In addition, Brandywine focuses on long-term macroeconomic conditions and industry dynamics in order to identify and measure the risks associated with a company’s business. These factors lead Brandywine to identify those companies that it believes has the best potential and necessary catalysts for a return to normal levels of profitability and valuation.

 

Catalyst recognition can be a key differentiating aspect of Brandywine’s approach. Securities may have multiple catalysts that may be triggered by micro and macro events. While it considers catalysts for recovery, valuation and fundamentals must warrant purchase. Stocks may be added to the portfolio for their valuation characteristics, their yield characteristics or a combination of both factors.

 

Although Brandywine’s primary focus is on bottom-up stock picking, top-down considerations are a key part of the Firm’s process. Macro-economic factors affect a company’s earnings and thus are an important factor in determining what might drive a company’s stock to the substantial outperformance Brandywine seeks. Also, these factors may influence Brandywine’s decision regarding how to weight industries or positions; if the Firm identifies a theme that is consistent with its primary value focus, it will attempt to capture the opportunity/trend in its portfolios.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie”), with principal offices located at 100 Independence, 610 Market Street, Philadelphia, PA 19106, serves as a subadviser to the Fund. Macquarie and its predecessors have been managing assets since 1938. Macquarie is registered as an investment adviser under the Advisers Act. Macquarie is a subsidiary of Macquarie Management Holdings, Inc. and subject to the ultimate control of Macquarie Group Limited, a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment and funds management services.

The allocated portion of the Fund’s portfolio managed by Macquarie is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of Macquarie’s allocated portion of the Fund’s portfolio are Nikhil G. Lalvani, CFA, Kristen E. Bartholdson, Erin Ksenak and Robert A. Vogel Jr., CFA. Nikhil G. Lalvani is a senior portfolio manager for the firm’s US Large-Cap Value Equity team and assumed the role of team leader in October 2018. At Macquarie, Lalvani has worked as both a fundamental and quantitative analyst. Prior to joining the firm in 1997 as an account analyst, he was a research associate with Bloomberg. Lalvani holds a bachelor’s degree in finance from The Pennsylvania State University. He is a member of the CFA Institute and the CFA Society of Philadelphia. Robert A. Vogel Jr. is a senior portfolio manager for the firm’s US Large-Cap Value

54

Equity team. Prior to joining Macquarie in 2004 as vice president and senior portfolio manager, he worked at Merrill Lynch Investment Managers for more than seven years, where he rose to the position of director and portfolio manager within the US Active Large-Cap Value team. He began his career in 1992 as a financial consultant at Merrill Lynch. Vogel graduated from Loyola University Maryland, earning both bachelor’s and master’s degrees in finance. He also earned an MBA with a concentration in finance from The Wharton School of the University of Pennsylvania. Vogel is a member of the CFA Society New York, the CFA Institute, and the CFA Society of Philadelphia. Kristen E. Bartholdson is a senior portfolio manager for the firm’s US Large-Cap Value Equity team. Prior to joining Macquarie in 2006 as an associate portfolio manager, she worked at Susquehanna International Group from 2004 to 2006, where she was an equity research salesperson. From 2000 to 2004, she worked in equity research at Credit Suisse, most recently as an associate analyst in investment strategy. Bartholdson earned her bachelor’s degree in economics from Princeton University. Erin Ksenak is a portfolio manager on the firm’s US Large Cap Value Equity team, a role she assumed in December 2020. Prior to joining Macquarie in May 2017 as an equity analyst for the US Large Cap Value Equity team, she worked at Affinity Investment Advisers from 2014 to April 2017 as a portfolio manager for the domestic and international equity investment team. Before that, Ksenak worked at Miller Investment Management as a research associate. From 2009 to 2014, she worked at Morgan Stanley Investment Management (later known as Echo Point Investment Management) as a senior research analyst. Ksenak graduated summa cum laude from Fordham University with a bachelor’s degree in finance.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

Macquarie researches individual companies and analyzes economic and market conditions, seeking to identify the securities that it believes are the best investments for the Fund. Macquarie invests primarily in securities of large-capitalization companies that it believes have long-term capital appreciation potential. Macquarie follows a value-oriented investment philosophy in selecting stocks for the Fund using a research-intensive approach that considers factors such as:

 

a security price that reflects a market valuation that is judged to be below the estimated present or future value of the company;
favorable earnings prospects and dividend yield potential;
the financial condition of the issuer; and
various qualitative factors.

 

Macquarie may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, Macquarie may evaluate, among other things, the factors listed above, the condition of the US economy, the condition of non-US economies, and changes in the condition and outlook in the issuer’s industry sector.

 

Jennison Associates LLC (“Jennison”), with principal offices located at 466 Lexington Avenue, New York, NY 10017, serves as a subadviser to the Fund. Jennison is registered as an investment adviser under the Advisers Act. Jennison is operationally an independently managed, 100% indirect subsidiary of Prudential Financial, Inc. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc. (“PGIM”). PGIM is a direct, wholly owned subsidiary of PGIM Holding Company LLC. PGIM Holding Company, LLC, is a direct, wholly owned subsidiary of Prudential Financial, Inc.

 

The allocated portion of the Fund’s portfolio managed by Jennison is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of Jennison’s allocated portion of the Fund’s portfolio are Blair A. Boyer, Rebecca Irwin, Natasha Kuhlkin, and Kathleen A. McCarragher.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Jennison believes that growth in earnings and cash flows drives share prices over the long term; that excess returns are generated by investing in market-leading companies that create economic value through long-duration competitive advantages; and that a deeply researched understanding of company and industry fundamentals leads to successful stock selection. Jennison looks for companies with unique business models that build sustainable competitive advantages; catalysts that drive growth rates well above that of the market; superior financial characteristics; and attractive long-term valuations. Jennison seeks to capture acceleration or duration of growth that is not fully reflected in a stock’s price.

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Jennison uses a “bottom-up” approach, researching and evaluating individual company fundamentals rather than macroeconomic factors, in seeking to identify individual companies with earnings growth potential that may not be recognized by the market at large. A “bottom-up” approach is looking at individual companies against the context of broader market factors.

 

In deciding which stocks to buy for its allocated portion of the portfolio, Jennison uses what is known as a growth investment style. This means that Jennison invests in stocks it believes could experience superior sales or earnings growth, or high returns on equity and assets.

 

Jennison considers selling or reducing a stock position when, in its opinion, the issuing company’s revenue, earnings, or other business fundamental metrics have been lower than expected, it has reached an intermediate-term price objective and its outlook no longer seems sufficiently promising; a relatively more attractive stock emerges; or the stock has experienced adverse price movement.

 

To identify above-average growth prospects, Jennison conducts research to determine company, industry and sector fundamentals and prospects over intermediate and longer terms, projecting how industries and businesses will change over time. Jennison generally bases its belief on proprietary forecasts of each company’s potential earnings growth for periods greater than one year. To gain an in-depth understanding, Jennison meets with company senior management, customers, suppliers, and competitors. Jennison also builds fundamental outlooks and earnings models after scrutinizing financial statements.

 

O’Shaughnessy Asset Management, LLC (“O’Shaughnessy”), located at 6 Suburban Avenue, Stamford, Connecticut 06901, serves as a subadviser to the Fund. Effective December 31, 2021, O’Shaughnessy was acquired by Franklin and became a wholly-owned subsidiary of Franklin.

 

The portfolio managers who are primarily responsible for the day-to-day management of O’Shaughnessy’s allocated portion of the Fund’s portfolio are James O’Shaughnessy, Patrick O’Shaughnessy, Christopher Meredith, and Scott Bartone. Messrs. O’Shaughnessy and Mr. Meredith joined O’Shaughnessy in 2007. Mr. Bartone joined O’Shaughnessy in 2008.

 

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

O’Shaughnessy screens securities using a factor-based model that seeks to identify market leading companies by analysis of a number of factors. The factors include, but are not limited to, valuation, earnings quality, earnings growth and financial strength. O’Shaughnessy may eliminate or substitute factors at its discretion. From this group of securities, O’Shaughnessy then employs a proprietary, quantitatively-driven approach to security selection based on research and analysis of historical data (for example, companies’ past dividend yields and dividend yield rankings) to identify those securities with higher dividend yields and share repurchase yields. Portfolio securities may be sold generally upon periodic rebalancing of O’Shaughnessy’s allocated portion of the Fund’s portfolio. O’Shaughnessy considers the same factors it uses in evaluating securities for purchase and generally sells securities when O’Shaughnessy believes such securities no longer meet its investment criteria. O’Shaughnessy’s allocated portion of the Fund’s portfolio may emphasize investments in certain sectors of the market.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a subadviser to the Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA. Mr. Olsen is a Portfolio Manager and is responsible for designing and implementing overlay programs. Prior to joining Parametric in 2017, Mr. Olsen worked at Nuveen Asset Management as a quantitative analyst. Mr. Fong is a Portfolio Manager at Parametric. Mr. Fong joined The Clifton Group, which was acquired by Parametric in December 2012, in 2010 as an investment analyst and was promoted to Portfolio Manager in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

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Cash Overlay Program

 

Parametric is responsible for monitoring and investing cash balances of the Fund allocated to Parametric by the Adviser. Parametric will invest in derivative instruments, such as exchange-listed equity futures contracts, and/or in exchange-traded funds, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs.

 

Polen Capital Management LLC (“Polen”), located at 1825 NW Corporate Boulevard, Boca Raton, FL 33431, serves as a subadviser to the Fund. Polen is registered as an investment adviser under the Advisers Act. Polen is currently organized as a Limited Liability Company under the laws of Delaware.

 

The portfolio managers who are responsible for the day-to-day management of Polen’s allocated portion of the Fund’s portfolio are Dan Davidowitz and Brandon Ladoff.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Polen’s bottom-up investment process uses independent research to screen and identify investment candidates and build a concentrated and high-conviction portfolio of 20 to 30 high-quality, durable and, in the view of the portfolio manager(s), lower-risk businesses. The same financial and qualitative criteria (or guardrails) that underlie Polen’s investment philosophy are employed across all investment strategies. By applying these guardrails consistently, regardless of where a company is based or the industry or space in which it competes, the screens effectively shrink the investable universe from several thousand listed stocks to ~150 investment candidates, making the investment process relatively efficient. All analysts are generalists and the universe is split amongst them.

 

As well as bringing consistency and transparency to the investment process, the financial guardrails build in a strong bias toward larger capitalization businesses with organic growth at stable to increasing margins, little or no debt, high conversion of accounting earnings to cash flow and sustainably high returns on capital (typically above 20% on an economic basis). Businesses that employ financial engineering to enhance growth, as well as those that employ meaningful amounts of debt relative to cash flow, are likely to fall outside the guardrails. Further, the quality guardrails tend to eliminate companies classified in sectors such as financials, industrials, energy, materials, utilities and real estate. The sell discipline is the mirror image of the buy discipline. That is, we strive for unemotional selling whenever a holding no longer clearly meets the financial and quality guardrails.

 

Polen believes stock prices follow earnings growth over time and expects investment performance will be driven by business performance measured by earnings - the average rate of compound earnings per share growth - over a typical holding period. The process begins by screening investment candidates using publicly available financial information. Applying the financial guardrails shrinks the investable universe by approximately 85%. The next step is an initial research project which tests for sustainability and further reduces the universe by excluding companies believed to be benefiting from cyclical factors or other unsustainable trends. Our experience to date is that between ~150 businesses globally generally make it through the financial screen and initial research. After the initial research project has been completed by one or more members of the investment team, an investment candidate is presented for peer review and discussion of risks, and to identify areas for further research. Most of the team’s time and energy is then spent on an iterative deep-dive research of these investment candidates. The goal is to gain a thorough understanding of each business, its margin of safety, growth prospects, competitive moat, industry dynamics and management track record. Part of the iterative deep-dive research is a pre-mortem risk analysis where the team imagines that an investment has failed and then works backward to determine what potentially led to that failure. The team also analyzes any ESG-related risks. This deep-dive research involves a thorough examination of SEC filings, news releases, management presentations, earnings announcements and related conference calls, and any other relevant public information. The analysis may also occasionally include a review of relevant external sell-side research reports, or at times an on-site visit to the company being researched. The deep-dive process typically continues for months even though most of the businesses studied are rejected and do not ultimately enter the portfolio. Sometimes it is found that a competitive advantage that has sustained a business in the past is changing and may not be sufficient in the future, or a company is facing growth or structural challenges. Once an idea has been thoroughly vetted and a formal recommendation to purchase a business has been made, the final steps in the process are taken by the portfolio managers. These steps include an estimate of expected return from an investment candidate over the anticipated holding period of five years. The portfolio manager is also responsible for the final determination that each investment candidate will contribute positively to the portfolio’s earnings growth while presenting a minimal level of risk.

 

The investment guardrails limit portfolio holdings and any candidates for investment to those perceived as more sustainable and predictable businesses, which gives us an extra degree of confidence in estimates of long-term earnings growth. The earnings estimates are based on conservative assumptions and are cash-adjusted to improve comparability and overcome the complexity of different accounting systems. The expected return calculations also factor in the return of capital to shareholders (dividends or share buybacks) provided they are funded with excess cash flow beyond the company’s investment requirements. An investment candidate is generally added to the portfolio only if it is expected to generate a double-digit annualized return over a 5-year holding period. The

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Focus Growth portfolio managers, Dan Davidowitz and Brandon Ladoff make the final buy and sell decisions together, with lead portfolio manager, Dan Davidowitz, having final decision-making authority for the strategy.

 

Once an investment candidate has been included in the portfolio, a process of ongoing monitoring and review of the business begins, designed mainly to identify any changes to an investment case. Companies in the portfolio are subject to continued quantitative screens and fundamental analysis. If a holding no longer meets the criteria that the investment team is looking for, then a decision is made to sell it irrespective of the market.

 

Mercer US Small/Mid Cap Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, comprised primarily of capital appreciation.

 

Principal Investment Strategies of the Fund

 

The Fund invests principally in equity securities (such as common stock) issued by small-to-medium capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of small-to-medium capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “small to medium capitalization U.S. companies” to be U.S. companies with market capitalizations between $25 million and the largest company included in the Russell 2500® Index (as of June 30, 2022, $17.8 billion).

 

The Fund invests principally in companies within the capitalization range described above. However, the subadvisers may invest a portion of the Fund’s assets in companies outside this range. Further, if movement in the market price causes a stock to change from one capitalization range to another, the Fund is not required to dispose of the stock.

 

The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

The Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage allocated portions of the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

 

GW&K Investment Management, LLC (“GW&K”) was founded in 1974 to offer innovative investment solutions consistent with their clients’ objectives. GW&K is an affiliate of Affiliated Managers Group, Inc., a publicly traded global asset management company (NYSE: AMG). GW&K operates independently and autonomously, with AMG holding a majority interest in the firm as GW&K’s institutional partner. The balance of the firm is owned by GW&K’s partners, who are responsible for the day-to-day management and operation of GW&K.

 

The portfolio managers who are responsible for the day-to-day management of GW&K’s allocated portion of the Fund’s portfolio are Daniel L. Miller, CFA, who serves as Partner, Director of Equities, and joined GW&K in 2008; and Jeffrey W. Thibault, CFA, who serves as Partner, Portfolio Manager, and joined GW&K in 2004.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

GW&K’s small/mid cap portfolios are built from the bottom up within diversification constraints. The strategy is invested in most sectors of the small and mid-cap markets, providing exposure to growth and value stocks. At the time of purchase, securities have a market capitalization between $250 million and $10 billion or are within the range of the Russell 2500® Index. GW&K is searching for companies that exhibit sustainable growth and whose shares trade at reasonable valuations.

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GW&K attempts to identify the leading players within niche markets by analyzing such characteristics as market share accumulation, improving margins and sales growth. Also, they look to invest only in companies whose management is dedicated to enhancing shareholder value. Once they identify these companies, they look to discover those companies growing at a sustainable rate. This is done by breaking down a company’s return on equity and analyzing its components. Other important criteria that they analyze are how the industry operates and what a company must do to maintain its dominant competitive position. While they may view favorably a company’s leadership qualities and its growth characteristics, they remain diligent in their efforts to pay a reasonable price for the security. They review the appropriate valuation ratios based on the industry in which the company operates. A sensibly priced security will be trading at a discount versus its peers and/or its own history.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), located at One Financial Center, Boston, Massachusetts 02111, serves as a subadviser to the Fund. Loomis Sayles is registered as an investment adviser under the Advisers Act. Loomis Sayles is currently organized as a Delaware limited partnership and its sole general partner, Loomis, Sayles & Company, Inc., is directly owned by Natixis Investment Managers, LLC (“Natixis LLC”). Natixis LLC is an indirect subsidiary of Natixis Investment Managers, an international asset management group based in Paris, France. Natixis Investment Managers is ultimately owned by Natixis, a French investment banking and financial services firm. Natixis is wholly-owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.

 

The allocated portion of the Fund’s portfolio managed by Loomis Sayles is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Loomis Sayles’ allocated portion of the Fund’s portfolio are Mark F. Burns, CFA, and John J. Slavik, CFA. Mr. Burns, CFA, Vice President of Loomis Sayles, has 25 years of investment industry experience and joined Loomis Sayles in 1999. Mr. Slavik, CFA, Vice President of Loomis Sayles, has 30 years of investment industry experience and joined Loomis Sayles in 2005.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Loomis Sayles pursues small/mid cap growth investing with a low volatility approach. Loomis Sayles employs a bottom-up investment process and strives to make active stock selection the primary driver of returns. Each investment idea is thoroughly vetted and researched through fundamental analysis. Loomis Sayles has a quality bias to the companies it owns, focusing on characteristics such as business model strength, visibility and predictability of growth drivers and strength of competitive advantage. To better understand and compare the reward-to-risk profile of high growth businesses, Loomis Sayles uses discounted cash flow modeling as the primary valuation tool. Importantly, Loomis Sayles seeks to invest in emerging winners that are under-recognized by the market. Given the inherent volatility of small/mid cap growth stocks, Loomis Sayles believes it is important to apply risk management from the stock level to the portfolio level and from the buy decision to the sell decision, which incorporates a clear stop/loss discipline.

 

LSV Asset Management (“LSV”), located at 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606, serves as a subadviser to the Fund. LSV is a Delaware general partnership between LSV’s management team and current and retired employee partners (61%) and SEI Funds, Inc. (39%), a wholly-owned subsidiary of SEI Investments Company. LSV is registered as an investment adviser with the SEC.

 

The allocated portion of the Fund’s portfolio managed by LSV is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of LSV’s allocated portion of the Fund’s portfolio are Josef Lakonishok, who has served as CEO, CIO, Partner and portfolio manager for LSV since its founding in 1994; Menno Vermeulen, CFA, who has served as a portfolio manager for LSV since 1995 and a Partner since 1998; Puneet Mansharamani, CFA, who has served as a Partner and portfolio manager for LSV since 2006; Greg Sleight, who has served as a Quantitative Analyst of LSV since 2006, a Partner since 2012 and portfolio manager since 2014; and Guy Lakonishok, CFA, who has served as a Quantitative Analyst of LSV since 2009, a Partner since 2013 and portfolio manager since 2014. Each began managing LSV’s allocated portion of the Fund’s portfolio in June 2016.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

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Securities Selection

 

Under normal circumstances, LSV will invest in the equity securities of small- and medium-sized companies. LSV will invest primarily in the common stocks of U.S. companies with market capitalizations in the range of companies in the Russell 2500® Index at the time of purchase. The market capitalization range and the composition of the Russell 2500® Index are subject to change. LSV selects stocks they believe are undervalued in light of such fundamental characteristics as earnings, cash flow or book value). LSV may also invest in REITs.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a subadviser to the Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA. Mr. Olsen is a Portfolio Manager and is responsible for designing and implementing overlay programs. Prior to joining Parametric in 2017, Mr. Olsen worked at Nuveen Asset Management as a quantitative analyst. Mr. Fong joined The Clifton Group, which was acquired by Parametric in December 2012, in 2010 as an investment analyst and was promoted to Portfolio Manager in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Cash Overlay Program

 

Parametric is responsible for monitoring and investing cash balances of the Fund allocated to Parametric by the Adviser. Parametric will invest in derivative instruments, such as exchange-listed equity futures contracts, and/or in exchange-traded funds, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs.

 

River Road Asset Management, LLC (“River Road”), located at 462 South Fourth Street, Suite 2000, Louisville, Kentucky 40202, serves as a subadviser to the Fund. Affiliated Managers Group, Inc. holds an indirect, majority equity interest in River Road, and members of River Road’s senior management team hold a substantial minority equity interest in the firm.

 

The portfolio managers who are primarily responsible for the day-to-day management of River Road’s allocated portion of the Fund’s portfolio are J. Justin Akin, R. Andrew Beck and James C. Shircliff, CFA. Mr. Akin has been a portfolio manager for River Road since 2012. Mr. Beck has served as a portfolio manager at River Road since 2005 and has been Chief Executive Officer of River Road since 2011. Mr. Shircliff has served as a portfolio manager at River Road since 2005.

 

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

River Road’s investment philosophy is based upon its proprietary Absolute Value® approach, which seeks to generate attractive, sustainable, low volatility returns over the long term, with an emphasis on minimizing downside portfolio risk.

 

In managing its allocated portion of the Fund’s portfolio, River Road builds portfolios in house, from the bottom up, making security-specific research central to River Road’s process. At the core of River Road’s Absolute Value® approach is a systematic method for assessing the ‘risk-to-reward’ characteristics of an investment. The goal of the research process is to formulate two outputs from which an investment decision is made – conviction rating (risk) and discount to value (reward). A stock’s conviction rating combined with its discount to value determine not only whether the stock qualifies for investment, but also how the stock will be sized within a portfolio.

 

River Road employs a balanced approach to diversification and a structured sell discipline that seeks to reduce portfolio volatility and the risk of permanent loss of capital.

 

Westfield Capital Management Company, L.P. (“Westfield”), located at One Financial Center, Boston, Massachusetts 02111, serves as a subadviser to the Fund. Westfield is a registered investment adviser that was founded in 1989. Westfield is 100% employee owned.

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Investment decisions for all product portfolios managed by Westfield are made by consensus of the Westfield Investment Committee, which is chaired by William A Muggia. Each member of the Westfield Investment Committee has input into the investment process and overall product portfolio construction. Investment decisions are made within the parameters established by a portfolio’s investment objective(s), policies, and restrictions. Although the Committee collectively acts as portfolio manager for the Fund’s assets allocated to Westfield, Westfield lists the following Committee members, based either on seniority or role within the Committee, as having day-to-day management responsibilities for the Fund’s assets allocated to Westfield. Mr. Muggia covers Healthcare and Energy, as well as provides overall market strategy. Mr. Muggia is President, Chief Executive Officer, Chief Investment Officer and Managing Partner of Westfield. He has worked at Westfield since 1994. Richard D. Lee, CFA, is a Managing Partner and Deputy Chief Investment Officer at Westfield and covers Hardware, Semiconductors and IT Services. Mr. Lee has worked at Westfield since 2004. Ethan J. Meyers, CFA is a Managing Partner and Director of Research of Westfield and covers Financial Technology and Business Services. Mr. Meyers has worked at Westfield since 1999. John M. Montgomery is a Managing Partner, Portfolio Strategist and COO of Westfield. Mr. Montgomery has worked at Westfield since 2006.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

Westfield manages its allocated portion of the Fund’s portfolio using a fundamental, bottom-up research approach, which seeks to identify reasonably priced stocks with high earnings potential. In order to seek the highest returns with the least degree of risk, Westfield generally favors stocks that, in the judgment of the firm, have: (i) sizeable management ownership; (ii) strong financial conditions; (iii) sufficient cash flow to fund growth internally; and (iv) strong pricing power.

 

Westfield also considers factors such as earnings growth forecasts, price target estimates, total return potential, and business developments. Stocks may be sold when Westfield believes that the stocks no longer represent attractive investment opportunities, based on the factors described above.

 

Foreign Equity Funds:

 

Mercer Non-US Core Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Principal Investment Strategies of the Fund

 

The Fund invests primarily in equity securities of companies in the world’s developed and emerging capital markets, excluding the United States. The Fund’s investments in equity securities may include dividend-paying securities, common stock and preferred stock issued by companies of any capitalization, as well as American, European, and Global Depositary Receipts (together, “Depositary Receipts”).

 

In seeking to achieve the Fund’s investment objective, the Fund’s subadvisers invest primarily in the equity securities (including Depositary Receipts) of companies located outside the United States. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of non-U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. The Fund may invest in derivative instruments, such as forward contracts and exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs or to increase or decrease currency exposure. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Securities of non-U.S. companies generally include all securities included in the Fund’s benchmark index. In addition, securities of non-U.S. companies may include: (a) securities of companies that are organized under the laws of, or maintain their principal places of business in, countries other than the United States; (b) securities for which the principal trading market is in a country other than the United States; (c) securities issued or guaranteed by the government of a country other than the United States, such government’s

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agencies or instrumentalities, or the central bank of such country; (d) securities denominated in the currency issued by a country other than the United States; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in countries other than the United States or have at least 50% of their assets in countries other than the United States; (f) equity securities of companies in countries other than the United States, in the form of depositary receipts; or (g) securities issued by pooled investment vehicles that invest primarily in securities or derivative instruments that derive their value from securities of non-U.S. companies.

 

While there is no minimum number of countries that will be represented in the Fund’s portfolio, the Fund does intend to diversify its investments among countries and geographic regions, including a significant portion in the world’s emerging markets. However, the Fund may invest a significant portion of its assets in one country or region, if, in the judgment of a subadviser, economic and business conditions warrant such investments. To the extent that the Fund invests a significant portion of its assets in one country or region at any time, the Fund will face a greater risk of loss due to factors adversely affecting issuers located in that single country or region than if the Fund always maintained a greater degree of diversity among the countries and regions in which it invests.

 

The Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

 

American Century Investment Management, Inc. (“American Century”), located at 4500 Main Street, Kansas City, Missouri 64111 serves as a subadviser to the Fund. American Century is wholly owned by American Century Companies, Inc. (“ACC”). The Stowers Institute for Medical Research (“SIMR”) controls ACC by virtue of its beneficial ownership of more than 25% of the voting securities of ACC. SIMR is part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease.

 

The portfolio managers on the investment team who are jointly and primarily responsible for the day-to-day management of American Century’s allocated portion of the Fund’s portfolio are Rajesh Gandhi and Jim Zhao. Mr. Gandhi joined American Century in 2002, became a portfolio manager in 2008 and currently serves as Vice President and Senior Portfolio Manager. He has a bachelor’s degree in finance and real estate from the University of Wisconsin. He is a CFA charterholder. Mr. Zhao joined American Century in 2009 as a senior investment analyst. He became a vice president and senior investment analyst in 2016 and a vice president and portfolio manager in 2017. He has a bachelor’s degree in physics and a master’s degree in civil and environmental engineering from Clarkson University and an MBA from Carnegie Mellon University. He is a CFA charterholder.

 

The SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing the allocated portion of the Fund portfolio, American Century will primarily invest in equity securities of companies located in at least three developed countries (excluding the United States). The allocated portion of the Fund portfolio may also invest in emerging market countries. American Century looks for stocks of companies it believes will increase in value over time, using an investment strategy developed by American Century. In implementing this strategy, American Century uses a bottom-up approach to stock selection. This means that American Century makes its investment decisions based primarily on its analysis of individual companies, rather than on broad economic forecasts. Management of the allocated portion of the Fund portfolio is based on the belief that, over the long term, stock price movements follow growth in earnings, revenues and/or cash flows.

 

Using a variety of analytical research tools, American Century tracks financial information for individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. Under normal market conditions, American Century seeks securities of companies whose earnings, revenues or key business fundamentals are not only growing, but growing at an accelerating pace. This includes companies whose growth rates, although still negative, are less negative than prior periods, and companies whose growth rates are expected to accelerate. Other analytical techniques help identify additional signs of business improvement, such as increasing cash flows, or other indications of the relative strength of a company’s business. These techniques, along with integration of ESG risks and opportunities, help American Century buy or hold the stocks of companies it believes have favorable growth prospects and sell the stocks of companies whose characteristics no longer meet its criteria.

 

In addition to locating strong companies with earnings and revenue growth, American Century believes that it is important to diversify the allocated portion of the Fund’s holdings across different countries and geographical regions in an effort to manage the risks of an international portfolio. For this reason, American Century also considers the prospects for relative economic growth among countries

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or regions, economic and political conditions, expected inflation rates, currency exchange fluctuations and tax considerations when making investments.

 

American Century does not attempt to time the market. Instead, under normal market conditions, American Century intends to keep the allocated portion of the Fund’s portfolio essentially fully invested in stocks regardless of the movement of stock prices generally. However, the allocated portion of the Fund’s portfolio can purchase other types of securities as well, such as forward currency exchange contracts, notes, bonds and other debt securities of companies, and obligations of domestic or foreign governments and their agencies.

 

Futures contracts, a type of derivative security, can help the allocated portion of the Fund’s cash assets remain liquid while performing more like stocks. American Century has a policy governing futures contracts and similar derivative securities to help manage the risk of these types of investments.

 

In the event of exceptional market or economic conditions, the allocated portion of the Fund may take temporary defensive positions that are inconsistent with the principal investment strategies of such allocated portion. To the extent it assumes a defensive position, it may not achieve the investment objective of that particular allocation.

 

The allocated portion of the Fund invests primarily in securities issued by companies located in developed countries. This allocated portion of the Fund considers a security to be from a developed country if its issuer is located in the following developed countries list, which is subject to change: Australia, Austria, Belgium, Bermuda, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The allocated portion of the Fund may also invest in securities issued by companies located in emerging markets. The allocated portion of the Fund considers a security to be an emerging markets security if its issuer is located outside of the countries listed above.

 

In determining where a company is located, American Century will consider various factors, including where the company is headquartered, where the company’s principal operations are located, where the company’s revenues are derived, where the principal trading market is located and the country in which the company was legally organized. The weight given to each of these factors will vary depending on the circumstances in a given case.

 

Arrowstreet Capital, Limited Partnership (“Arrowstreet”), located at 200 Clarendon Street, 30th Floor, Boston, Massachusetts 02116, serves as a subadviser to the Fund. Arrowstreet is a discretionary institutional global asset manager and is a registered investment adviser with the SEC since July 1999. Headquartered in Boston, Massachusetts, Arrowstreet is a private limited partnership that is wholly-owned by its senior management and non-executive directors.

 

The allocated portion of the Fund’s portfolio managed by Arrowstreet is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Arrowstreet’s allocated portion of the Fund’s portfolio are Dr. Peter Rathjens, Ph.D., Dr. Manolis Liodakis, Ph.D, Mr. Derek Vance, CFA and Dr. Christopher Malloy, Ph.D. Dr. Rathjens joined Arrowstreet in 1999. Dr. Liodakis joined Arrowstreet in 2012. Prior to joining Arrowstreet, Dr. Liodakis served as Managing Director, Global Equities Hybrid Strategies, at Citadel Asset Management. Mr. Vance joined Arrowstreet in 2008. Prior to joining Arrowstreet, Mr. Vance worked as an analyst in the Quantitative Investment Strategies group at Goldman Sachs Asset Management. Dr. Malloy joined Arrowstreet in 2019. Prior to joining Arrowstreet, Dr. Malloy served as the Sylvan C. Coleman Chaired Professor of Financial Management in the Finance Unit at Harvard Business School, and a Research Associate at the National Bureau of Economic Research.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, Arrowstreet utilizes a dynamic process that uses quantitative tools to evaluate securities on an integrated basis taking into consideration direct effects and indirect, or spillover, effects to exploit opportunities across the globe while seeking to avoid long-term systematic biases.

This integrated and dynamic model measures a stock’s expected excess return by including relevant information from the company itself, as well as related securities which are linked in some way, including country and sector affiliations or other related companies identified by our propriety process. Quantitative tools enable Arrowstreet to leverage our insights over a broader universe of stocks more efficiently, provide a mechanism to trade off expected returns against risk and transaction costs, and provide an objective and disciplined process for making investment decisions.

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LSV Asset Management (“LSV”), located at 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606, serves as a subadviser to the Fund. LSV is a Delaware general partnership between LSV’s management team and current and retired employee partners (61%) and SEI Funds, Inc. (39%), a wholly-owned subsidiary of SEI Investments Company. LSV is registered as an investment adviser with the SEC.

 

The allocated portion of the Fund’s portfolio managed by LSV is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of LSV’s allocated portion of the Fund’s portfolio are Josef Lakonishok, who has served as CEO, CIO, Partner and portfolio manager for LSV since its founding in 1994; Menno Vermeulen, CFA, who has served as a portfolio manager for LSV since 1995 and a Partner since 1998; Puneet Mansharamani, CFA, who has served as a Partner and portfolio manager for LSV since 2006; Greg Sleight, who has served as a Quantitative Analyst of LSV since 2006, a Partner since 2012 and portfolio manager since 2014; and Guy Lakonishok, CFA, who has served as a Quantitative Analyst of LSV since 2009, a Partner since 2013 and portfolio manager since 2014. Each began managing LSV’s allocated portion of the Fund’s portfolio in June 2015.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its portion of the Fund’s portfolio, LSV invests in equity securities of foreign issuers which it believes are undervalued in the marketplace at the time of purchase and show recent positive signals, such as an appreciation in prices and increase in earnings. LSV believes that these securities have the potential to produce future returns if their future growth exceeds the market’s low expectations. LSV uses a quantitative investment model to make investment decisions for the Fund. The investment model ranks securities based on fundamental measures of value (such as the dividend yield) and indicators of near-term recovery (such as recent price appreciation). A stock is typically sold if the model indicates a decline in its ranking or if a stock’s relative portfolio weight has appreciated significantly (relative to the benchmark).

 

Massachusetts Financial Services Company (“MFS”), located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as a subadviser to the Fund. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company).

 

The portfolio managers who are primarily responsible for the day-to-day management of MFS’ allocated portion of the Fund’s portfolio are Benjamin Stone and Philip Evans. Mr. Stone, Investment Officer of MFS, has been employed in the investment area of MFS since 2005. Mr. Evans, Investment Officer of MFS, has been employed in the investment area of MFS since 2011.

 

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and each portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, MFS focuses on investing the Fund’s assets in companies that MFS believes are undervalued compared to their intrinsic value. MFS evaluates the intrinsic value of a company by considering the full context of how the company’s cash flows are generated. MFS focuses on companies it believes have intrinsic value greater than the perceived value by the marketplace and seeks to invest in companies that exhibit characteristics such as cash flow in excess of capital expenditures, conservative balance sheets, sustainable competitive advantages, high returns on capital, and/or the ability to weather economic downturns. These companies may have stock prices that are higher relative to their earnings, dividends, assets, or other financial measures than companies generally considered value companies under a traditional value investment strategy.

 

In managing its allocated portion of the Fund’s portfolio, MFS may invest the Fund’s assets in securities of companies of any size.

 

In managing its allocated portion of the Fund’s portfolio, MFS normally invests the Fund’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of the Fund’s assets in issuers in a single industry, sector, country, or region.

 

While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease currency exposure.

 

MFS uses an active bottom-up investment approach to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic,

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political, and regulatory conditions. Factors considered may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis where MFS believes such factors could materially impact the economic value of an issuer. ESG factors considered may include, but are not limited to, climate change, resource depletion, an issuer’s governance structure and practices, data protection and privacy issues, and diversity and labor practices. Quantitative screening tools that systematically evaluate an issuer’s valuation, price and earnings momentum, earnings quality, and other factors, may also be considered by MFS.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a subadviser to the Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA. Mr. Olsen is a Portfolio Manager and is responsible for designing and implementing overlay programs. Prior to joining Parametric in 2017, Mr. Olsen worked at Nuveen Asset Management as a quantitative analyst. Mr. Fong is a Portfolio Manager at Parametric. Mr. Fong joined The Clifton Group, which was acquired by Parametric in December 2012, in 2010 as an investment analyst and was promoted to Portfolio Manager in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Cash Overlay Program

 

Parametric is responsible for monitoring and investing cash balances of the Fund allocated to Parametric by the Adviser. Parametric will invest in derivative instruments, such as exchange-listed equity futures contracts, and/or in exchange-traded funds, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs.

 

Mercer Emerging Markets Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Principal Investment Strategies of the Fund

 

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings, in equity securities (such as dividend-paying securities, common stock and preferred stock) of companies that are located in emerging markets, and other investments that are tied economically to emerging markets but that may be listed or traded outside the issuer’s domicile country, which may include American, European and Global Depositary Receipts and other depositary receipts (“Depositary Receipts”). (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund invests in large, medium and small capitalization companies. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. The Fund’s portfolio securities are denominated primarily in foreign currencies and are typically held outside the U.S.

 

Stock index futures and various types of swaps may be used to implement the country selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, swaps and currency forwards to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Emerging market countries include all countries represented by the MSCI Emerging Markets Index. In determining if a security is economically tied to an emerging market country the Fund generally looks to the country of incorporation of the issuer as listed on Bloomberg, a widely recognized provider of market information. The Fund’s subadvisers may determine a security is economically tied to an emerging market country based on other factors, such as an issuer’s country of domicile, where the majority of an issuer’s revenues are generated or where an issuer’s primary exchange is located. As a result, a security may be economically tied to more than

65

one country. With respect to derivative instruments, the Fund generally considers such instruments to be economically tied to emerging market countries if the underlying assets of the derivatives are (i) foreign currencies (or baskets or indices of such currencies); (ii) instruments or securities that are issued by foreign governments or by an issuer economically tied to an emerging market country as described above; or (iii) for certain money market instruments, if either the issuer or the guarantor of such money market instrument is economically tied to an emerging market country as described above.

 

In addition, the Fund may invest its assets in equity securities of companies that are located in “frontier markets” countries and other investments that are tied economically to “frontier markets” countries. “Frontier markets” is often used to describe the markets of smaller, less accessible, but still investable, countries of the developing world. “Frontier market” countries include all countries represented by the MSCI Frontier Markets Index. The securities of frontier market companies tend to be smaller in total market capitalization.

 

While there is no minimum number of countries that will be represented in the Fund’s portfolio, the Fund does intend to diversify its investments among countries and geographic regions within the world’s emerging markets. However, the Fund may invest a significant portion of its assets in one country or region, if, in the judgment of a subadviser, economic and business conditions warrant such investments. To the extent that the Fund invests a significant portion of its assets in one country or region at any time, the Fund will face a greater risk of loss due to factors adversely affecting issuers located in that single country or region than if the Fund always maintained a greater degree of diversity among the countries and regions in which it invests.

 

The Subadvisers and Sub-Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

 

BennBridge US LLC (“BennBridge US”), with principal offices located at 260 Franklin Street, 16th Floor, Boston, Massachusetts 02110, serves as a subadviser to the Fund. BennBridge US is registered as an investment adviser under the Advisers Act. BennBridge US, which is organized as a Delaware limited liability company, is an indirect, wholly-owned subsidiary of Bennelong Funds Management Group Pty Ltd. (“Bennelong Funds Management”), which is a privately owned asset management firm based in Australia that maintains ownership positions in numerous private investment management firms.

 

In connection with the services that BennBridge US provides to the Fund, BennBridge US utilizes the services of its UK-based affiliate BennBridge Ltd. through a participating affiliate arrangement that allows BennBridge Ltd. to provide services and investment personnel to BennBridge US pursuant to the subadvisory agreement with the Fund. BennBridge US and BennBridge Ltd. are both under the common control of Bennelong Funds Management. BennBridge Ltd. in turn utilizes the services of certain personnel of UK-based investment firm Skerryvore Asset Management LLP (“Skerryvore”) pursuant to the terms of an appointed representative services agreement that has been entered into between BennBridge Ltd. and Skerryvore under which certain personnel of Skerryvore have been assigned to and work for BennBridge Ltd. under the supervision of BennBridge Ltd. These Skerryvore personnel are each deemed to be “supervised persons” of BennBridge US for purposes of the Advisers Act.

 

The allocated portion of the Fund’s portfolio managed by BennBridge US is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of BennBridge US’s allocated portion of the Fund’s portfolio and who manage the assets pursuant to the arrangements that have been entered into between and among BennBridge US, BennBridge Ltd. and Skerryvore are Glen Finegan as the Lead Portfolio Manager and Portfolio Managers Michael Cahoon, Nichols Cowley, Stephen Deane, Ronan Kelleher and Ian Tabberer. Mr. Finegan joined Skerryvore in 2019 and prior to that he was employed with Janus Henderson Group plc (“Janus Henderson”). In addition, Mr. Cahoon, Mr. Cowley, Mr. Deane, Mr. Kelleher and Mr. Tabberer each also joined Skerryvore in 2019 and prior to that they were each also employed with Janus Henderson.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, BennBridge US utilizes the services of BennBridge Ltd. and Skerryvore pursuant to the arrangements that have been entered into between and among each of the firms. Skerryvore’s investment philosophy aims to produce good long-term returns by investing in businesses that are exposed to the attractive long-term growth opportunity provided by emerging markets.

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This is achieved using a disciplined, liquidity conscious but index unaware approach to investing with an emphasis on identifying high-quality companies and buying them at reasonable valuations.

 

The investment team at Skerryvore are fundamental, bottom-up investors seeking to create high conviction portfolios of reasonably valued, high-quality companies that are exposed to, or operate in, emerging markets. The investment style can be summarized as ‘quality at a reasonable price’.

 

This risk aware approach focuses more on downside preservation than on upside participation. The team invests with an absolute, rather than relative-return mind-set and its risk aware approach to the asset class should mean that the strategy is reasonably defensive.

In addition, the team tends to avoid companies with significant government ownership or high political risk, companies with a history of poor corporate governance, companies with opaque businesses and companies whose earnings are cyclically driven or dependent on the price of an underlying resource or commodity.

 

Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), with principal offices located at 40 Rowes Wharf, Boston, MA 02110, serves as a subadviser to the Fund. GMO is an independent private company that is 100% owned by its active and retired partners. GMO is registered as an investment adviser under the Advisers Act.

 

The allocated portion of the Fund’s portfolio managed by GMO is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of GMO’s allocated portion of the Fund’s portfolio are Warren Chiang and Arjun Divecha.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

GMO uses proprietary quantitative techniques and fundamental analytical techniques to evaluate and select countries, sectors, and equity investments based on factors including, but not limited to, valuation, quality, patterns of price movement and volatility, and macroeconomic factors. GMO may also consider ESG (environmental, social and governance) criteria. In constructing the portion of the Fund’s portfolio that is allocated to GMO, the firm considers a number of factors, including the trade-off among forecasted returns, risk relative to the benchmark, transaction costs, and liquidity. GMO also adjusts the Fund’s allocated portfolio assets for factors such as position size, market capitalization, and exposure to particular sectors, industries, countries, regions, or currencies. At times, GMO may cause its allocated portion of the Fund’s assets to have substantial exposure to a single asset class, industry, sector, country, region, issuer, or currency or companies with similar market capitalizations. On behalf of the Fund, GMO may invest in securities of companies of any market capitalization. The factors GMO considers and investment methods GMO uses can change over time.

 

Origin Asset Management LLP (“Origin”), with principal offices located at One Carey Lane, London, United Kingdom EC2V 8AE serves as a subadviser to the Fund. Origin is registered as an investment adviser under the Advisers Act. Origin is a subsidiary of Principal Financial Group, Inc.

 

The allocated portion of the Fund’s portfolio managed by Origin is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of Origin’s allocated portion of the Fund’s portfolio are Nerys Weir, Chris Carter, Nigel Dutson and Tarlock Randhawa.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, Origin’s investment philosophy includes the beliefs that

 

there is a positive return to systematic investing
it is better to act on evidence rather than opinion
there is a positive return to low valuation
there is a positive return to trend following
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Origin’s investment process was developed as a result of many years’ experience of markets and of working within more traditional investment processes. It is clear, repeatable, systematic and evidence-based and delivers portfolios of high quality but undervalued stocks with improving operational and relative share price performance.

 

Origin looks only for stocks that are well-managed, undervalued, have improving profit expectations and have a rising share price relative to the market. Origin measures these criteria using publicly available financial data, profits forecasts and historic share price information. The analysis is based on current evidence rather than opinion.

 

Origin never meets company management, in order to avoid the trap of “emotional coloring” and to ensure that they are able to evaluate the entire investable universe using a uniform data set at the same point in time.

 

Origin’s uses a bottom up approach; there is no macro or top-down component to the process. Origin does not make market calls. The portfolio holds only small, frictional cash balances.

 

Origin selects stocks solely on a balance of four criteria, two of which (Capital Management and Valuation) are fundamental, and two (Earnings Revisions and Relative Trend) behavioral. Each of these criteria is of equal importance to us. In order to get into the portfolio, a stock must be sufficiently attractive on a balance of all four. A stock’s weighting in the portfolio will be determined by how strongly it exhibits these target characteristics.

 

Origin’s Four Stock Selection Criteria

 

Capital Management: Origin looks for companies with a proven history of Capital Management for shareholders. It is measured by looking at individual company cash flow return on investment. Cashflow returns are required to be significantly above the cost of capital, with returns rising over the last three years, and the company should have consistently grown the asset base on which those returns have been generated.

 

Undervaluation: Origin employs discounted cash flow methodology to compare and contrast all competing investment ideas in the stock universe. They look for businesses where the market is undervaluing the current value of future cashflows. The discounted cash flow methodology allows us to compare and contrast companies from widely differing sectors and accounting regimes across the world.

 

Improving Profit Expectations: Origin favors companies with strong, positive and consistent profit forecast upgrades, where revisions are broadly based amongst the analytical community, with low dispersion amongst estimates.

 

Rising Share Price Relative Trend: Origin favors companies with an established and rising share price trend, which is supported by a high degree of price ‘energy’ and which is not about to hit any resistance points.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a subadviser to the Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA. Mr. Olsen is a Portfolio Manager and is responsible for designing and implementing overlay programs. Prior to joining Parametric in 2017, Mr. Olsen worked at Nuveen Asset Management as a quantitative analyst. Mr. Fong is a Portfolio Manager at Parametric. Mr. Fong joined The Clifton Group, which was acquired by Parametric in December 2012, in 2010 as an investment analyst and was promoted to Portfolio Manager in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Cash Overlay Program

 

Parametric is responsible for monitoring and investing cash balances of the Fund allocated to Parametric by the Adviser. Parametric will invest in derivative instruments, such as exchange-listed equity futures contracts, and/or in exchange-traded funds, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs.

 

Schroder Investment Management North America Inc. (“SIMNA Inc.”), with principal offices located at 7 Bryant Park, New York, NY 10018, serves as a subadviser to the Fund. SIMNA Inc. is registered as an investment adviser under the Advisers Act.

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SIMNA Inc. is an indirect, wholly-owned subsidiary of Schroders plc, a publicly-traded global asset management holding company organized under the laws of England. Schroder Investment Management North America Ltd. (“SIMNA Ltd.”), with principal offices located at 1 London Wall Place, London, EC2Y 5AU, United Kingdom serves as a sub-subadviser to the Fund. SIMNA Ltd. is registered as an investment adviser under the Advisers Act. SIMNA Ltd. is also an indirect, wholly-owned subsidiary of Schroders plc and an affiliate of SIMNA Inc.

 

The allocated portion of the Fund’s portfolio managed by Schroders is managed on a team basis. The portfolio manager who is responsible for the day-to-day management of Schroders’ allocated portion of the Fund’s portfolio is Louisa Lo.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Schroders’ allocated portion of the Fund’s assets are managed using a team approach with individual accountability and in accordance with a disciplined and repeatable investment process, leveraging proprietary long term, fundamental, bottom-up research. Integral to this process is the fundamental research undertaken by Schroders’ locally based analysts, which is supplemented by its global research resources.

 

Schroders believes that equity markets are not efficient in Asia and to generate alpha over the long term, the best approach is to focus on fundamental bottom-up stock analysis. In particular, Schroders believes the future trend in a company’s return on invested capital (ROIC) can reflect the attractiveness and sustainability of its business model and serve as a predictor of long-term shareholder returns. Schroders’ Shareholder Return Classification (SRC) approach, which focuses on the ROIC profile relative to the cost of capital of a business, was adopted nearly 20 years ago as the main lens through which the team assesses the strength and sustainability of a company’s franchise. Utilizing its SRC framework to judge the relative attraction of different businesses, Schroders aims to invest in mispriced assets that have an improving or ‘Superior’ SRC, while avoiding ‘Negative Transition’ or ‘Inferior’ businesses which often represent value traps.

 

Underpinning Schroders’ approach is a disciplined valuation framework to determine fair value estimates for the companies covered and a focus on asymmetric risk to assess the risk-reward outlook around its base case assumptions. In selecting securities for the Fund, Schroders integrates environmental, social and governance (“ESG”) factors into its investment process. SIMNA evaluates the impact and risk around issues such as climate change, environmental performance, labor standards and corporate governance, which it views as important in its assessment of an issuer’s risk and potential for profitability.

 

William Blair Investment Management, LLC (“William Blair”), located at 150 North Riverside Plaza, Chicago, Illinois, 60606, serves as a subadviser to the Fund. William Blair is a limited liability company. William Blair is a wholly owned subsidiary of WBC Holdings, L.P., which is wholly owned by current employees of William Blair and its affiliate, William Blair & Company, L.L.C., a registered investment adviser and securities broker-dealer.

 

The allocated portion of the Fund’s portfolio managed by William Blair is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of William Blair’s allocated portion of the Fund’s portfolio are Todd McClone, CFA, Partner, Ken McAtamney, Partner and Hugo Scott-Gall, Partner. Mr. McClone is a Portfolio Manager for the Emerging Markets strategies. Prior to joining William Blair in 2000, he was a senior research analyst, specializing in international equity for Strong Capital Management. Mr. McAtamney is the head of the global equity team and a portfolio manager for William Blair’s International Growth, Global Leaders, International Leaders and Emerging Markets Leaders strategies. Before joining William Blair in 2005, Ken was a vice president at Goldman Sachs and Co., where he was responsible for institutional equity research coverage for both international and U.S. equity. Before that, he was a corporate banking officer with NBD Bank. Mr. Scott-Gall is a portfolio manager for the Global Leaders and Emerging Markets Leaders strategies, and Co-Director of Research for the Global Equity team. Before joining William Blair in 2018, he was a managing director and head of the thematic research team at Goldman Sachs. Before his move into thematic research, he was an equity research analyst covering European transportation companies. Before joining Goldman Sachs, he was an equity research analyst at Fidelity Investments.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In choosing investments, William Blair performs fundamental company analysis and focuses on stock selection. William Blair generally seeks equity securities, including common stocks, of emerging market companies that historically have had superior growth,

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profitability and quality relative to local markets and relative to companies within the same industry worldwide, and that are expected to continue such performance. Such companies generally will exhibit superior business fundamentals, including leadership in their field, quality products or services, distinctive marketing and distribution, pricing flexibility and revenue from products or services consumed on a steady, recurring basis. These business characteristics should be accompanied by management that is shareholder return-oriented and that uses conservative accounting policies. Companies with above-average returns on equity, strong balance sheets and consistent, above-average earnings growth at reasonable valuation levels will be the primary focus. Stock selection will take into account both local and global comparisons.

 

William Blair will vary the Fund portfolio’s sector and geographic diversification based upon William Blair’s ongoing evaluation of economic, market and political trends throughout the world. In making decisions regarding country allocation, William Blair will consider such factors as the conditions and growth potential of various economies and securities markets, currency exchange rates, technological developments in the various countries and other pertinent financial, social, national and political factors.

 

Mercer Global Low Volatility Equity Fund

 

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Principal Investment Strategies of the Fund

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. and foreign issuers. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash, or cash equivalents. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund reasonably anticipates that under normal circumstances it will invest significantly in a broad range of countries, which will typically be countries represented by the MSCI World Index, and that approximately 30%-60% of its assets will be invested in equity securities of foreign issuers. In addition, the Fund may invest up to 15% of its net assets in cash, cash equivalents or cash-like investments. The Fund invests in large, medium and small capitalization companies. The Fund will seek to achieve its investment objective by matching the return of its benchmark, the MSCI World Index, over 5-7 years with lower price volatility than the benchmark for the period, by investing in securities of issuers with certain volatility characteristics. Such volatility characteristics may include, but are not limited to, high return on equity, low debt to equity ratios, and high earnings growth stability.

 

Stock index futures and various types of swaps may be used to implement the equity security selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

The Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

 

Acadian Asset Management LLC (“Acadian”), located at 260 Franklin Street, Boston, MA 02110, serves as an investment subadviser to the Fund. Acadian has discretionary trading authority over a portion of the Fund’s assets, subject to continuing oversight and supervision by the Adviser and the Fund’s Board of Trustees. Acadian is a subsidiary of BrightSphere Affiliate Holdings LLC, which is an indirectly wholly-owned subsidiary of BrightSphere Investment Group Inc. (“BSIG”), a publicly listed company on the NYSE.

 

The portfolio managers who are primarily responsible for the day-to-day management of Acadian’s allocated portion of the Fund’s portfolio are Brendan Bradley, Ph.D., Ryan Taliaferro, Ph.D., and Mark Birmingham, CFA. Mr. Bradley is an Executive Vice President, Chief Investment Officer at Acadian. Mr. Bradley joined Acadian in September 2004 as a senior member of the Research and Portfolio Management team. In 2010, Mr. Bradley was appointed Director of Managed Volatility Strategies and in 2013, became

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Director of Portfolio Management overseeing portfolio management policies. He was appointed Co-Chief Investment Officer in 2018 and transitioned to Chief Investment Officer in 2019. Mr. Taliaferro is a Senior Vice President, Director, Equity Strategies at Acadian. Mr. Taliaferro joined Acadian in May 2011 as a consultant and began full time in July 2011. He currently serves as Director of Equity Strategies. Prior to Acadian, he was a faculty member in the finance unit at Harvard Business School, where he taught corporate finance and asset pricing from 2006-2011. Mr. Birmingham is a Senior Vice President and Lead Portfolio Manager for Acadian’s Managed Volatility strategies. Before joining Acadian in October 2013, he was a vice president and quantitative analyst within the Quantitative Investment Group at Wellington Management Co. (“Wellington”). Mr. Birmingham also served as Director, U.S. Equity Sales and Trading at Nomura Securities International, Inc. prior to his work at Wellington.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its portion of the Fund’s portfolio, Acadian normally will invest in low-risk common stocks of global issuers listed or traded on equity markets in regulated markets worldwide. Acadian will choose individual stocks to achieve its risk-reduction objective and will include both large and small capitalization issuers. Also permitted are investments in rights issues by a company which allow holders to subscribe for additional securities issued by that company and preferred stocks, if issued by companies whose common stocks are listed or traded on regulated markets, in depositary receipts and in the units or shares of certain open-ended collective investment schemes investing in the foregoing, including but not limited to exchange-traded funds.

 

Acadian may employ investment techniques and financial derivative instruments for efficient portfolio management and/or investment purposes. Futures and forward contracts may be used to hedge against market risks, to gain exposure to markets, or to hedge or gain exposure to one or more currencies.

 

Martingale Asset Management, L.P. (“Martingale”), located at 888 Boylston Street, Suite 1400, Boston, MA 02199, serves as a subadviser to the Fund. Martingale is an independent, privately held investment adviser principally owned by its employees. Martingale is registered as an investment adviser with the SEC.

 

Martingale’s portion of the Fund has been managed by a team of investment professionals led by Mr. James M. Eysenbach since February 2015. Mr. Eysenbach serves as Chief Investment Officer at Martingale. Mr. Eysenbach joined Martingale in 2004 and was promoted to Director of Research in 2008, and Chief Investment Officer in 2016.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its portion of the Fund’s portfolio, Martingale normally will invest in primarily low-risk common stocks of companies listed or traded on regulated U.S. equity markets. Martingale will select large and medium capitalization issuers to achieve its risk-reduction objective. Martingale uses a systematic approach to evaluating the risk properties and the return potential of securities and in the management of portfolio risk. As part of its security selection, Martingale seeks lower risk companies with favorable fundamentals including value, quality and growth characteristics. Portfolio risk is managed through broad security and sector diversification. Martingale may utilize exchange-traded funds focused on U.S. equity securities to achieve these objectives.

 

Ninety One North America, Inc. (“Ninety One”), with a principal office located at 65 East 55th Street, 30th floor, New York, NY 10022 serves as a subadviser to the Fund. Ninety One is registered as an investment adviser under the Advisers Act. Ninety One is an indirect, wholly-owned subsidiary of Ninety One plc. The Ninety One Group is dual-listed, comprising Ninety One plc, a public limited company incorporated in England and Wales and Ninety One Limited, a public company incorporated in the Republic of South Africa. Ninety One is listed on the London and Johannesburg Stock Exchanges.

 

The allocated portion of the Fund’s portfolio managed by Ninety One is managed on a team basis. The portfolio manager who is responsible for the day-to-day management of Ninety One allocated portion of the Fund’s portfolio is Clyde Rossouw.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

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Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, Ninety One’s Quality Team believes that “quality” means investing in companies that compound shareholder value over the long term. The focus is on sustainable businesses that are thought to invest intelligently in their own futures, which is believed to strengthen their market positions and forge hard-to-replicate competitive advantages. These competitive advantages are typically intangible assets such as brands, copyrights, patents, licenses or distribution networks. This strategy seeks highly cash-generative businesses with low capital requirements and low sensitivity to economic and market cycles and is unconstrained by sector, geography and market capitalization.

 

The three predominant ways in which the team has been generating ideas since 2007 are:

 

1. Universe creation and monthly screening: The companies in the universe are ranked by four metrics: return on capital; profit growth; free cash-flow conversion; and valuation. Those companies that rank highest are considered as potential ideas for further fundamental research.

 

2. Internal research: Leveraging the extensive library of company research;

 

3. External sources: Where appropriate, external sources are used as additional sources of ideas and to challenge the assumptions and strengthen research conclusions.

 

Over time, the majority of ideas have historically come from internal research sources. This proprietary approach to “quality” focuses on what Ninety One believes are attractively valued companies with enduring competitive advantages, disciplined capital allocation and focus on sustainability, to deliver persistently high or improving cash flows and returns on invested capital. A company’s business model, financial model and capital allocation should be aligned with the long-term interests of shareholders and other key stakeholders. Ninety One focuses on fundamental research to identify companies believed to have rare and exceptional characteristics that can compound shareholder value over the long term. Sustainability factors are integral in the fundamental research process, including active ownership and engagement, with additional support from Ninety One’s dedicated global Sustainability team. Ninety One believes these exceptional qualities have enabled companies to deliver sustainably high returns on capital, and compound cash flows over the long term.

 

Veritas Asset Management LLP (“Veritas”), located at 1 Smart’s Place, London, WC2B 5LW, serves as a subadviser to the Fund. Veritas is registered as an investment adviser under the Advisers Act. Veritas is currently organized as a limited liability partnership organized under the laws of England and Wales.

 

The portfolio managers responsible for the day-to-day management of Veritas’ allocated portion of the Fund’s portfolio are Andy Headley and Mike Moore.

 

The SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund, if any.

 

Securities Selection

 

Veritas’ process aims to identify good, quality companies from around the globe. From a broad universe of investable companies, Veritas seeks to invest in 25-40 companies that are in excess of $3 billion in market capitalization. Veritas defines quality companies as those that generate significant free cash flow, have distinct structural drivers to ensure that cash will be generated in a sustainable way, offer barriers that prevent competitors impacting that cash sustainability, and management that deploys the cash in a predictable manner. Veritas analyses industry and company themes, leverages a network of industry contacts, and employs quantitative analysis to generate investment ideas. Once companies are identified for further analysis, Veritas will perform in-depth fundamental analysis on all investment candidates with the aim of understanding what competitive advantages a company possesses and how enduring those advantages are likely to be. Having identified companies with enduring competitive advantages and strong economics, Veritas will assess the companies’ valuations, seeking to buy stocks that will generate in the region of between 15% to 20% per annum total return over a five year period.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a subadviser to the Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA. Mr. Olsen is a Portfolio Manager and is responsible for designing and implementing overlay programs. Prior to joining Parametric in 2017, Mr. Olsen worked at Nuveen Asset Management as a

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quantitative analyst. Mr. Fong is a Portfolio Manager at Parametric. Mr. Fong joined The Clifton Group, which was acquired by Parametric in December 2012, in 2010 as an investment analyst and was promoted to Portfolio Manager in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Cash Overlay Program

 

Parametric is responsible for monitoring and investing cash balances of the Fund allocated to Parametric by the Adviser. Parametric will invest in derivative instruments, such as exchange-listed equity futures contracts, and/or in exchange-traded funds, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs.

 

Fixed Income Funds:

 

Mercer Core Fixed Income Fund

 

Investment Objective

 

The investment objective of the Fund is to provide total return, consisting of both current income and capital appreciation.

 

Principal Investment Strategies of the Fund

 

 

In seeking to achieve the Fund’s investment objective of total return, the Fund invests in fixed income securities of U.S. and non-U.S. issuers. The Fund invests primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and securitized bonds such as mortgage- and asset-backed securities, among others. The Fund also may invest a significant portion of its assets in any combination of non-investment grade bonds (sometimes called high yield or junk bonds), non-U.S. dollar denominated bonds, bonds issued by issuers in emerging capital markets. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivative instruments, such as options, futures, and swap agreements. The Fund may engage in transactions in derivatives for a variety of purposes, including changing the investment characteristics of its portfolio, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment. The Fund’s target duration is that of the Bloomberg U.S. Aggregate Bond Index. As of June 30, 2022, the duration of the Index was 6.4 years. Depending on market conditions, the subadvisers of the Fund may manage their allocated portions of the Fund’s assets to maintain a duration within 20% of the Fund’s target duration. Duration measures a fixed income security’s price sensitivity to interest rates (inverse relationship) by indicating the approximate change in a fixed income security’s price if interest rates move up or down in 1% increments. For example, if interest rates go up by 1%, the price change (due to interest rate movement) of a fund that has a duration of 5 years is expected to decline by 5%.

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.

 

The Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage allocated portions of the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. The Fund’s subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

 

Income Research & Management (“IR+M”), located at 100 Federal Street, 30th Floor, Boston, Massachusetts 02110, serves as a subadviser to the Fund. IR+M is a Massachusetts business trust founded in 1987 and has been 100% privately owned since its inception in 1987 and remains so today.

 

A team of investment professionals manages the portion of the Fund’s assets allocated to IR+M. The team consists of William A. O’Malley, CFA, Board Member, Chief Executive Officer and co-Chief Investment Officer; William O’Neill, CFA, Principal and Senior Portfolio Manager; and James E. Gubitosi, CFA, Principal and co-Chief Investment Officer. This team is ultimately responsible for the day-to-day management and strategic direction of the assets of the Fund allocated to IR+M. Mr. O’Malley joined IR+M in September 1994, Mr. O’Neill started in July of 2004, and Mr. Gubitosi joined IR+M in March 2007. Mr. O’Malley was

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previously the Director of the Investment Team at IR+M, Mr. O’Neill was previously an Analyst and Portfolio Manager at IR+M, and Mr. Gubitosi was previously an Analyst and Portfolio Manager with IR+M.

 

The SAI provides additional information about each portfolio managers’ compensation, other accounts managed by each of the portfolio managers, and each portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

IR+M’s investment philosophy is consistent across all of our broad market strategies and is based on the belief that careful security selection and active portfolio risk management provide superior returns over the long-term. Portfolios are constructed around client objectives, using a disciplined, bottom-up investment approach to select attractive securities from the U.S. fixed income universe. This philosophy has remained consistent since the inception of the firm.

 

Manulife Investment Management (US) LLC (“Manulife”), located at 197 Clarendon Street, Boston MA 02116, serves as a subadviser to the fund. Manulife is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (a subsidiary of Manulife Financial Corporation).

 

The allocated portion of the Fund’s portfolio managed by Manulife is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Manulife’s allocated portion of the Fund’s portfolio are Howard C. Greene, CFA, Jeffrey N. Given, CFA, Connor Minnaar, CFA and Pranay Sonalkar. Mr. Greene is a Senior Managing Director and Senior Portfolio Manager at Manulife. Mr. Greene joined Manulife in 2002 and is the Co-Head of US Core and Core Plus Fixed Income. Mr. Given is a Senior Managing Director and Senior Portfolio Manager at Manulife. Mr. Given joined Manulife in 1993 and is the Co-Head of US Core and Core Plus Fixed Income. Mr. Minnaar is a Managing Director and Associate Portfolio Manager at Manulife. Mr. Minnaar joined Manulife in 2006. Mr. Sonalkar is a Managing Director and Associate Portfolio Manager at Manulife. Mr. Sonalkar joined Manulife in 2014.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Manulife’s investment team for the Core Plus Fixed Income Strategy seeks excess return through bottom-up active sector and security selection as well as yield curve positioning. It uses a research-driven process to identify attractive sectors as well as mispriced securities within those sectors. The team believes its bottom-up research capabilities and long-term market view provide the best opportunity to exploit market dislocations at the sector level and capture relative value at the security level with consistency. For portfolio construction, yield curve positioning and sector allocation, the key inputs include the team’s macro views of the business and rate cycle, spread premiums, market liquidity and other factors which influence bond valuations.

 

PGIM, Inc. (“PGIM”), located at 655 Broad Street, 7th Floor, Newark, NJ 07102, serves as a subadviser to the Fund. PGIM is an indirect, wholly-owned subsidiary of Prudential Financial, Inc., (“PFI”) a publicly held company. Prudential Financial, Inc. of the United States is not affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom. For purposes of the biographies, the “Firm” is defined as PFI. PGIM is an SEC-registered investment adviser organized as a New Jersey corporation. PGIM Fixed Income is the primary public fixed income asset management unit within PGIM responsible for subadvising the Fund.

 

The portfolio managers who are primarily responsible for the day-to-day management of PGIM’s allocated portion of the Fund’s portfolio are Richard Piccirillo and Gregory Peters. Mr. Piccirillo joined PFI in 1993. Richard Piccirillo is a Managing Director and Senior Portfolio Manager for PGIM Fixed Income’s Core, Long Government/Credit, Core Plus, Absolute Return, and other multi- sector Fixed Income strategies. Mr. Piccirillo had specialized in mortgage- and asset-backed securities since joining the Firm in 1993. Gregory Peters is a Managing Director, Head of Multi-Sector and Strategy for PGIM Fixed Income. Mr. Peters is a senior portfolio manager for Core, Long Government/Credit, Core Plus, Absolute Return, and other multi-sector Fixed Income strategies, in addition to having oversight of the Firm’s investment strategy function. Prior to joining PGIM Fixed Income in 2014, Mr. Peters was the Chief Global Cross Asset Strategist at Morgan Stanley, responsible for macro research and asset allocation strategy. In addition, he was Morgan Stanley’s Global Director of Fixed Income & Economic Research. Earlier, he worked at Salomon Smith Barney and the Department of U.S. Treasury.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

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Securities Selection

 

In managing its allocation portion of the Fund’s assets, PGIM utilizes both top-down and bottom-up approaches in conjunction with proprietary quantitative models and risk management systems. Sector allocation, duration, yield curve, and “industry bias” decisions are made using top-down research derived from a range of internal sources, including PGIM Fixed Income’s Global Macroeconomic and Investment Strategy Teams and Heads of the Sector Teams, as well as external sources. Actual subsector and security selections are made by sector specialists after conducting bottom-up fundamental and quantitative research and relative value analysis. All portfolios are managed based on a pre-determined risk budget that includes thresholds for subsector/industry, issuer, and quality exposures.

 

All buy and sell decisions in the Fund are based on fundamental and quantitative research and relative value analysis.

For investment grade corporate bonds, analysts screen the US investment corporate bond market to arrive at roughly 600 US issuers across 38 industries that receive priority research coverage. The focus is primarily on the largest issuers in major corporate bond indices, as these meet PGIM Fixed Income’s size, quality, and liquidity objectives. Analysts follow nearly 90% of the issuers in major US corporate bond benchmarks on a dollar-weighted basis.

 

For US Government, agency, and mortgage securities, analysts screen the entire universes of these securities. Screening of the US mortgage market is done using two proprietary models: the first provides option-adjusted spreads for every mortgage security in the universe vs. both US Treasury and LIBOR curves, the second is an implied mortgage prepayment framework that analyzes current mortgage prices to gauge market prepayment expectations. Screening of the US Government market is done using quantitative models and tools that identify undervalued securities and appropriate entry and exit points.

 

Screening of the securitized product market is also fundamentally based – securitized product analysts specialize in residential mortgage securities, commercial mortgage-backed securities, and/or asset backed securities. They perform credit analysis on issuers, as well as structural and servicer reviews and maintain ongoing views on the collateral quality of issuers in their sector to identify undervalued or mispriced securities.

 

Where individual client guidelines permit the use of high yield bonds, dedicated high yield credit analysts screen the entire universe of high yield bond issuers. In the screening process issuers with poor or weakening asset quality or weak financial positions are eliminated. Analysts will look at an issuer’s revenues, earnings, cash flows, liquidity and management teams as well as other factors. Analysts also review each layer of an issuer’s capital structure to identify bonds, and/or loans with strong asset coverage and covenant protection. The output includes a universe of about 500 US high yield bond issuers. Importantly, the screening process is continuous.

 

U.S. Governments

Security selection is based on proprietary quantitative analytics created and maintained by a dedicated Investment Risk Management and Quantitative Research Group. Portfolio managers use desktop-based quantitative analytics to screen the entire U.S. Government markets for attractively valued securities, as well as securities that may improve the risk profile of the portfolio. PGIM Fixed Income uses a proprietary yield curve model (a Gaussian 2+ Arbitrage-Free option pricing construct) to select securities. Using a number of key parameters, this model simultaneously fits prices of actively traded off-the-run U.S. Treasuries and swaptions, defining each security’s “fundamental value” by the difference between its actual yield and its fitted yield. PGIM Fixed Income uses a U.S. Government security when these analytics identify another security that is either more attractively valued or that improves the risk profile of the portfolio.

 

Mortgage-Backed Securities

 

PGIM Fixed Income uses two primary models and a regression tool to analyze and select mortgage-backed securities for Core Fixed Income portfolios. These tools are also maintained by PGIM Fixed Income’s internal Investment Risk Management and Quantitative Research Group. PGIM Fixed Income does not believe traditional Option Adjusted Spread (OAS) analysis alone is a sufficient method of identifying value in the mortgage-backed securities market because it does not accurately reflect dynamically changing market expectations of prepayments. Therefore, PGIM Fixed Income supplements its use of the traditional OAS model with a second implied prepayment model, which is a market-based gauge of expected prepayment behavior. PGIM Fixed Income then uses regression analysis to analyze changing relationships in the mortgage-backed securities market. Mortgage sector specialists perform regression analysis on spreads among sectors and individual securities within the mortgage-backed securities market, using its own internal database of market prices, yields, and nominal and OAS spreads. The models are run daily based on end of day pricing and provide a relative value framework for determining over- and undervalued subsectors and issues. The sector portfolio managers then use additional proprietary software to determine attractive entry and exit points for a specific trade idea.

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Investment Grade Corporate and High Yield Bonds

 

Security screening and purchase decisions in the investment grade and high yield corporate bond markets are made based primarily on fundamental credit research and valuation analysis with a secondary input being the rankings generated by proprietary relative value matrixes. Internal research analysts dedicated to specific sectors perform intensive fundamental analysis to develop substantive credit opinions on industries and individual issuers. Sector portfolio managers follow the same issuers from the trading perspective, contributing valuable information on trading patterns, spread levels, and liquidity. Based on this combination of credit fundamentals, spread levels, and liquidity, the teams of sector portfolio manager/analyst make specific “underweight,” “underweight leaning,” “overweight,” or “overweight leaning” recommendations for each issuer followed. All opinions and research are stored in PGIM Fixed Income’s proprietary Corporate Bond Relative Value Matrix and High Yield Relative Value Matrix, which rank all industries and issuers in an industry relative to each other. The Corporate Bond Team uses these results as an input into their Corporate Recommendation List that the sector portfolio managers use to buy and sell securities for their portfolios.

 

Securitized Product

Trading decisions in this sector are based on fundamental research of the underlying collateral and detailed analysis of the specific structure and servicer of each issue. All research is conducted by a dedicated group of internal securitized product analysts. Purchases are focused in five subsectors: 1) CMBS, 2) non-agency mortgage-backed securities, 3) credit cards, 4) auto loans and leases, and 5) collateralized loan obligations (CLOs). The analysts assign internal ratings and an option-adjusted spread to each issue prior to purchase. The team also utilizes proprietary analytics to identify relative value. The internal rating and spread is the basis for evaluating the relative attractiveness of market prices and is continually monitored while a security is held. Analysts work closely with the securitized product portfolio managers to review all securitized product securities considered for purchase and sale.

 

Mercer Opportunistic Fixed Income Fund

Investment Objective

 

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

 

Principal Investment Strategies of the Fund

 

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) In seeking to achieve the Fund’s investment objective of total return, the Fund invests primarily in fixed income securities of U.S. and non-U.S. issuers, including those in emerging and frontier markets. The Fund invests in various strategic and tactical global bond market opportunities without limitations in geography (developed and emerging markets), issuer type (government/public sector and corporate/private sector), quality (investment grade, below investment grade or unrated), and currency denomination (U.S. Dollar and foreign currencies). Fixed income securities in which the Fund will invest include all varieties of fixed-rate and floating-rate securities (including but not limited to those issued by central and local governments, government agency and affiliated institutions, corporate bonds, mortgage- and other asset-backed securities (including collateralized debt obligations), and convertible securities). The Fund may invest in bank loans and loan participations and senior and subordinated debt securities. The Fund may invest a significant portion of its assets in any combination of non-investment grade bonds (sometimes called “high yield” or “junk bonds”), bonds issued by issuers in emerging capital markets. A lesser portion of the Fund’s assets may be invested in securities in default or otherwise illiquid investments. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivatives such as futures (including, among others, currency futures and interest rate futures), swaps (currency, interest rate, credit default, and total return), forwards, options (including, among others, exchange-traded and over-the-counter currency options), and credit-linked notes. The Fund may engage in transactions in derivatives for a variety of purposes, including hedging, risk management, efficient portfolio management, enhancing total returns, or as a substitute for taking a position in the underlying asset.

 

Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment. The Fund also may invest in equity securities and money market instruments.

 

The Subadvisers and Sub-Subadvisers

 

The Adviser, on behalf of the Fund, has entered into subadvisory agreements with subadvisers to manage the assets of the Fund. Under the subadvisory agreements, each subadviser is responsible for the day-to-day portfolio management of a distinct portion of the Fund’s portfolio, subject to the Adviser’s oversight. Certain of the subadvisers have entered into sub-subadvisory agreements with sub-subadvisers to assist with the day-to-day portfolio management of the subadviser’s allocated portion of the Fund’s portfolio, subject to the Adviser’s and applicable subadviser’s oversight. The Fund’s subadvisers and sub-subadvisers, including the portfolio managers that are responsible for managing an allocated portion of the Fund, and the subadvisers’ investment strategies, are:

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BlackRock International Limited (“BlackRock”), located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom, serves as a subadviser to the Fund. BlackRock is registered as an investment adviser under the Advisers Act. BlackRock is currently organized as a corporation organized under the laws of Scotland and is a subsidiary of BlackRock, Inc.

 

The allocated portion of the Fund’s portfolio managed by BlackRock is managed on a team basis. The portfolio managers who are responsible for the day-to-day management of BlackRock’s allocated portion of the Fund’s portfolio are Amer Bisat, who has served as portfolio manager at BlackRock since 2013; Laurent Develay, who has served as portfolio manager at BlackRock since 2012; and Michal Wozniak, who has served as portfolio manager at BlackRock since 2013.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

BlackRock manages its allocated portion of the Fund’s portfolio using an in-depth analysis of global factors with fundamental country- and company-specific research. The investment process aims at understanding both long term market dynamics and current mini cycles, and it uses proprietary asset allocation tools to determine the optimum structure of the portfolio and the appropriate risk exposure of the portfolio. The management team will consider the fundamental indicators of each country relative to those of other emerging market countries and make an assessment of the interest rates, yield curves and currency valuations of the countries in the investment universe in determining whether to buy or sell an investment.

 

Colchester Global Investors Limited (“Colchester”), located at Heathcoat House, 20 Savile Row, London W1S 3PR, United Kingdom, serves as a subadviser to the Fund. Colchester is registered as an investment adviser under the Advisers Act. Colchester is currently organized as a limited company incorporated under the laws of England and Wales. Colchester is majority employee-owned and is controlled and operated by its Chairman and Chief Investment Officer, Ian Sims, through his controlling ownership of Colchester’s voting securities.

 

The allocated portion of the Fund’s portfolio managed by Colchester is managed on a team basis. The portfolio managers who are primarily responsible for coordinating the day-to-day management of Colchester’s allocated portion of the Fund’s portfolio are Ian Sims and Keith Lloyd.

 

Mr. Sims is Chairman and Chief Investment Officer of Colchester. Mr. Sims founded the firm in 1999. Prior to Colchester, Mr. Sims was founder and Chief Investment Officer for Global Fixed Income at Delaware International Advisors Ltd, subsequently renamed Mondrian, where he worked for nearly 10 years. His previous work experience includes fixed income portfolio management at Royal Bank of Canada and Hill Samuel Investment Advisers. Mr. Sims holds a BSc in Economics from Leicester University and an MSc in Statistics from Newcastle University.

 

Keith Lloyd, CFA, is the Chief Executive Officer and Deputy Chief Investment Officer of Colchester. Mr. Lloyd holds a BA in economics from Massey University in New Zealand and an MSc in Economics from the London School of Economics. Mr. Lloyd’s career as an investment strategist and economist began with the Reserve Bank of New Zealand in 1983 as a macro-monetary economist involved in central bank policy setting. In 1993 Mr. Lloyd moved to the World Bank, in Washington, D.C. where he began as an economist working on the former Soviet Union before moving to the Investment Management Department. During this time, Mr. Lloyd managed a diverse group of global bond portfolios. In these roles, Mr. Lloyd acted as senior strategist responsible for the Investment Department’s weekly strategy meetings and managed proprietary capital for the World Bank. Mr. Lloyd became a senior portfolio manager of Colchester in 2000 and a Director in 2004.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

In managing its allocated portion of the Fund’s portfolio, Colchester seeks to invest primarily in sovereign local market debt or debt-like securities of countries that are deemed to be developing (i.e., developing market debt securities that are issued in the local currency of the issuer) and in currencies of countries that are deemed to be developing. Colchester will invest in investment grade and non-investment grade debt obligations issued by world governments, their agencies and instrumentalities, government-owned corporations, supranational entities, as well as entities guaranteed by governments, government agencies, or supranational entities. In addition, Colchester may use spot and currency forwards (including non-deliverable forwards) for hedging and active currency positioning.

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Colchester is a value-oriented manager. At the heart of Colchester’s philosophy is the belief that investments should be valued in terms of the income they will generate in real terms. The investment approach is therefore based on the analysis of inflation, real interest rates and real exchange rates, supplemented by an assessment of sovereign financial balances - fiscal, external, monetary and Environmental, Social and Governance (ESG) factors. Portfolios are constructed to benefit from those opportunities with the greatest relative investment potential for a given level of risk. Sovereign bonds form the majority of Colchester’s portfolios.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), located at One Financial Center, Boston, Massachusetts 02111, serves as a subadviser to the Fund. Loomis Sayles is registered as an investment adviser under the Advisers Act. Loomis Sayles is currently organized as a Delaware limited partnership and its sole general partner, Loomis, Sayles & Company, Inc., is directly owned by Natixis Investment Managers, LLC (“Natixis LLC”). Natixis LLC is an indirect subsidiary of Natixis Investment Managers, an international asset management group based in Paris, France. Natixis Investment Managers is ultimately owned by Natixis, a French investment banking and financial services firm. Natixis is wholly-owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.

 

Loomis Sayles manages its allocated portion of the Fund’s portfolio on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Loomis Sayles’ allocated portion of the Fund’s portfolio are Kevin Kearns, Thomas Fahey, and Andrea DiCenso. Mr. Kearns, who is Vice President, Portfolio Manager and Leader of the Alpha Strategies Group, he co-manages the Multi-Asset Credit and Income Strategies and Custom Strategies for Loomis Sayles, has 35 years of investment industry experience and joined Loomis Sayles in 2007. Mr. Fahey, who is Vice President, Senior Global Macro Strategist and Co-Director of Macro Strategies for Loomis Sayles, has over 25 years of investment industry experience and joined Loomis Sayles in 2010. Ms. DiCenso, who is Vice President and Co-Portfolio Manager for the Credit Asset and World Credit Asset Strategies for Loomis Sayles has 18 years of investment industry experience and joined Loomis Sayles in 2006.

 

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Loomis Sayles manages its allocated portion of the Fund’s portfolio by implementing a top-down and bottom-up investment process. It starts by employing a rigorous global macro framework designed to identify and analyze different phases of the credit cycle as Loomis Sayles seeks to identify and harvest credit risk premiums over a market cycle. The credit-focused strategy seeks returns through constructing a diversified exposure to subsectors of the credit markets that Loomis Sayles believes can harvest credit risk premiums while reducing downside risk to help provide strong risk adjusted return potential. In addition, Loomis Sayles’ portfolio managers work closely with Loomis Sayles’ credit research staff to identify the best bottom-up ideas across the credit markets. These ideas get vetted in Loomis Sayles’ sector team process that combines fundamental themes from Loomis Sayles’ global macro research and real-time market information from fixed income trading into investment insights and ideas. Loomis Sayles incorporates risk management throughout the whole process. Weaved into the portfolio construction and optimization, it combines the bottom-up and top-down frameworks to identify the universe based on portfolio objectives and guidelines. Loomis Sayles analyzes the portfolio by using correlation, beta, and volatility metrics and models to determine optimal weights and sizing which is being actively and constantly monitored to maintain the appropriate amount of risk in the portfolio.

 

Western Asset Management Company, LLC (“WAMCO”), located at 385 E. Colorado Blvd, Pasadena, CA 91101, serves as a subadviser to the Fund. WAMCO is registered as an investment adviser under the Advisers Act. WAMCO is currently organized as a limited liability company and is an indirect, wholly-owned subsidiary of Franklin. Western Asset Management Company Limited (“WAMCL”), located at 10 Exchange Square, Primrose Street, London EC2A 2EN, United Kingdom, serves as a sub-subadviser to the Fund. WAMCL is registered as an investment adviser under the Advisers Act. WAMCL is currently organized as a private limited liability company and is under common control with WAMCO by Franklin. WAMCO and WAMCL are collectively referred to as “Western.” WAMCO is a wholly owned subsidiary of Franklin. WAMCL is under common control with WAMCO by Franklin.

 

The allocated portion of the Fund’s portfolio managed by Western is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Western’s allocated portion of the Fund’s portfolio are: Michael C. Buchanan, CFA, S. Kenneth Leech, Mark S. Lindbloom and Annabel Rudebeck. Mr. Buchanan serves as Deputy Chief Investment Officer for Western and he has been with the firm since 2005. Mr. Leech serves as Chief Investment Officer of Western and he has been with the firm since 1990. Mark S. Lindbloom is a Portfolio Manager for Western and he has been with the firm since 2005. Ms. Rudebeck is the Head of Non-U.S. Credit for Western and she has been with the firm since 2016. Prior to joining Western in 2016, Ms. Rudebeck was Senior Partner, Head of Global Investment-Grade Credit at Rogge Global Partners, and a Credit Research Associate at JP Morgan Securities.

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The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund, if any.

 

Securities Selection

 

Western manages its allocated portion of the Fund’s portfolio primarily by investing in all types of securities across the global fixed income market which includes, but is not limited to: US dollar and non-US dollar denominated government debt, global high yield and investment grade corporate debt, emerging market hard-currency and local currency denominated sovereign debt, mortgage- and asset-backed securities, and bank loans. The firm combines top-down macroeconomic fundamental research with the bottom-up views of its sector teams globally to arrive at a comprehensive assessment of the outlook for global credit markets and a relative value analysis of all credit asset classes and industries.

 

At the security level, Western’s fundamental analysis includes an exhaustive examination of four main factors: (1) company management, which includes integrity, quality and depth, experience with leverage, accessibility, and transparency; (2) business profile, which includes competitive position, main drivers of cash flow, product differentiation, operating risks, and quality of business; (3) financial profile, which includes free cash flow generation, debt levels, liquidity position, and financial flexibility; and (4) asset valuation, which is based on most recent transactions, generally accepted cash flow multiples, and availability of readily saleable assets, along with identifiable buyers of those assets.

 

Western’s relative value analysis process entails, at a minimum, the valuation of a credit versus that of its competitors, issuers with similar risk profiles, issuers with similar ratings, issuers in similar industries, and spread versus risk free government securities. This analysis is used to set return targets. When an issue reaches its return target, a credit review is automatically triggered to determine the appropriateness of continuing to hold that issue(r). The firm’s relative value analysis includes a review of six main factors: (1) spread relative to risks associated with the issuer; (2) spread relative to other issuers within the same industry; (3) spread relative to the entire opportunity set; (4) issuer credit curve (including CDS); (5) issuer capital structure curve; and (6) expected total return.

 

Western may also use instruments such as derivatives, including, but not limited to, options, forwards, interest rate swaps and other swaps (including buying and selling credit default swaps and options on credit default swaps), foreign currency futures, forwards and options, and futures contracts, and other synthetic instruments that are intended to provide economic exposure to the securities or the issuer or to be used as a hedging technique.

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Risks of the Funds

 

All investment securities are subject to inherent market risks and fluctuations in value due to earnings, economic, and political conditions and other factors. These risks could adversely affect the net asset value (“NAV”) and total return of a Fund, the value of a Fund’s investments, and your investment in a Fund. The table below, and the discussion that follows, identifies and describes the types of principal and non-principal risks of investing in each Fund. The risks appear in the table in the order of magnitude for each Fund.

 

Fund Name Principal Risks Non-Principal Risks
Mercer US Large Cap Equity Fund

•   Equity Securities Risk

•   Market Risk

•   Growth Stock Risk

•   Issuer Risk

•   Large Capitalization Stock Risk

•   Management Techniques Risk

•   Quantitative Model Risk

•   Value Stock Risk

•   Custody Risk

•   Derivatives Risk

•   Leverage Risk

•   Sector Risk

•   Counterparty Risk

•   Portfolio Turnover Risk

•   Securities Lending Risk

•   Large Shareholder Risk

•   Convertible Securities Risk

•   Foreign Investments Risk

Mercer US Small/Mid Cap Equity Fund

•   Equity Securities Risk

•   Market Risk

•   Issuer Risk

•   Small and Medium Capitalization Stock Risk

•   Real Estate Investment Trust Risk

•   Custody Risk

•   Growth Stock Risk

•   Value Stock Risk

•   Derivatives Risk

•   Management Techniques Risk

•   Quantitative Model Risk

•   Leverage Risk

•   Sector Risk

•   Counterparty Risk

•   Large Shareholder Risk

•   Portfolio Turnover Risk

•   Securities Lending Risk

•   Convertible Securities Risk

•   Currency Exchange Rate Risk

•   Emerging Markets Investments Risk

•   Foreign Investments Risk

Mercer Non-US Core Equity Fund

•   Equity Securities Risk

•   Market Risk

•   Foreign Investments Risk

•   Geographic Focus Risk

•   Currency Exchange Rate Risk

•   Political and Economic Risk

•   Small and Medium Capitalization Stock Risk

•   Custody Risk

•   Growth Stock Risk

•   Issuer Risk

•   Large Capitalization Stock Risk

•   Value Stock Risk

•   Derivatives Risk

•   Emerging Markets Investments Risk

•   Liquidity Risk

•   Quantitative Model Risk

•   Management Techniques Risk

•   Leverage Risk

•   Sector Risk

•   Counterparty Risk

•   Large Shareholder Risk

•   Portfolio Turnover Risk

•   Securities Lending Risk

•   Convertible Securities Risk

•   Focus Risk

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Fund Name Principal Risks Non-Principal Risks
     
   
Mercer Emerging Markets Equity Fund

•   Equity Securities Risk

•   Emerging Markets Investments Risk

•   Geographic Focus Risk

•   Market Risk

•   Foreign Investments Risk

•   Political and Economic Risk

•   Currency Exchange Rate Risk

•   Small and Medium Capitalization Stock Risk

•   Value Stock Risk

•   Custody Risk

•   Issuer Risk

•   Large Capitalization Stock Risk

•   Growth Stock Risk

•   Leverage Risk

•   Liquidity Risk

•   Quantitative Model Risk

•   Frontier Markets Investment Risk

•   Management Techniques Risk

•   Derivatives Risk

•   Sector Risk

•   Counterparty Risk

•   Large Shareholder Risk

•   Portfolio Turnover Risk

•   Convertible Securities Risk

•   Securities Lending Risk

•   Short Selling Risk

   
     
Mercer Global Low Volatility Equity Fund

•   Equity Securities Risk

•   Foreign Investments Risk

•   Market Risk

•   Management Techniques Risk

•   Foreign Exchange Transaction Risk

•   Currency Exchange Rate Risk

•   Political and Economic Risk

•   Custody Risk

•   Small and Medium Capitalization Stock Risk

•   Large Capitalization Risk

•   Quantitative Model Risk

•   Growth Stock Risk

•   Issuer Risk

•   Value Stock Risk

•   Emerging Markets Investments Risk

•   Liquidity Risk

•   Cash and Other High Quality Instruments

•   Derivatives Risk

•   Leverage Risk

•   Sector Risk

•   Value Investing Risk

•   Counterparty Risk

•   Settlement Risk

•   Convertible Securities Risk

•   Credit Risk

•   Exchange-Traded Funds

•   Large Shareholder Risk

•   Portfolio Turnover Risk

•   Securities Lending Risk

•   Default and Liquidity Risk of Below Investment Grade Debt Securities

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Fund Name Principal Risks Non-Principal Risks
Mercer Core Fixed Income Fund

•   Market Risk

•   Interest Rate Risk

•   Credit Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

•   Fixed-Income Securities Risk

•   Call or Prepayment Risk

•   U.S. Government Securities Risk

•   Emerging Markets Investments Risk

•   Foreign Investments Risk

•   High Yield Securities Risk

•   Management Techniques Risk

•   Counterparty Risk

•   Custody Risk

•   Derivatives Risk

•   Issuer Risk

•   Liquidity Risk

•   Rule 144A Securities Risk

•   LIBOR Transition Risk

•   Portfolio Turnover Risk

•   Leverage Risk

•   Convertible Securities Risk

•   Large Shareholder Risk

•   Securities Lending Risk

     
   
Mercer Opportunistic Fixed Income Fund

•   Market Risk

•   Fixed-Income Securities Risk

•   Emerging Markets Investments Risk

•   Leverage Risk

•   Credit Risk

•   Sovereign Debt Securities Risk

•   Political and Economic Risk

•   Foreign Exchange Transaction Risk

•   Foreign Investments Risk

•   High Yield Securities Risk

•   Currency Exchange Rate Risk

•   Management Techniques Risk

•   Derivatives Risk

•   Frontier Markets Investments Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

•   Call or Prepayment Risk

•   Issuer Risk

•   Liquidity Risk

•   Convertible Securities Risk

•   Counterparty Risk

•   Custody Risk

•   Interest Rate Risk

•   Rule 144A Securities Risk

•   LIBOR Transition Risk

•   Cash and Other High Quality Instruments

•   Portfolio Turnover Risk

•   Default and Liquidity Risk of Below Investment Grade Debt Securities

•   Equity Securities Risk

•   Exchange-Traded Funds

•   Large Shareholder Risk

•   Securities Lending Risk

   

 

Cash and Other High Quality Instruments The Funds may invest significantly in cash, cash equivalents, or cash-like investments. In addition, the Funds may invest its assets in certain types of equity securities and/or fixed-income securities with remaining maturities of less than one year. These cash items and other high-quality corporate debt securities may include a number of money market instruments such as securities issued by the U.S. government and agencies thereof, bankers’ acceptances, commercial paper, and bank certificates of deposit. If a Fund maintains a significant portion of its holdings in cash and cash-like investments, then it may reduce its participation in market volatility, but is likely also to reduce its participation in positive market returns. Additionally, significant holdings of cash and cash-like investments may result in an erosion in relative value in macroeconomic circumstances where inflation is high. As a result, if the Fund maintains significant cash positions in its portfolio over time it may experience reduced long-term total return which could impair its ability to meet its investment objective.
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Call or Prepayment Risk During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that a Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks, or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.
   
Convertible Securities Risk Convertible securities (preferred stocks, debt instruments, and other securities convertible into common stocks) may offer higher income than the common stocks into which the convertible securities are convertible or exchangeable. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, the prices of convertible securities may reflect changes in the values of the underlying common stocks into which such convertible securities are convertible or exchangeable. Issuers of convertible securities are often not as financially strong as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties, and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.
   
Counterparty Risk The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract or foreign currency spot trade, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
   
Credit Risk Issuers of debt securities may be unable, unwilling, or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.
   
 
Currency Exchange Rate Risk Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars. A subadviser may elect not to hedge currency risk or may hedge imperfectly, which may cause a Fund to incur losses that would not have been incurred had the risk been perfectly hedged.
 
   
Custody Risk There are risks involved in dealing with the depositories, custodians, or brokers who settle Fund trades. Securities and other assets deposited with depositories, custodians, or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.
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Default and Liquidity Risk of Below Investment Grade Debt Securities Below investment grade debt securities are speculative and involve a greater risk of default and price changes due to changes in the issuer’s creditworthiness. The market prices of these debt securities fluctuate more than investment grade debt securities and may decline significantly in periods of general economic difficulty. The market for such securities may not be liquid at all times. In a relatively illiquid market, a Fund may not be able to acquire or dispose of such securities quickly and, as such, the Fund may experience adverse price movements upon liquidation of its investments.
   
  Settlement of transactions may be subject to delay and administrative uncertainties.
   
 

Derivatives Risk Generally

 

The Funds may invest in derivative instruments. Derivatives are financial instruments, the value of which depends upon, or is derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser to the equity Funds may use exchange-listed equity futures to equitize cash held in the portfolio. Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of a Fund’s share price. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Derivatives may also be subject to the risk that the other party in the transaction will not fulfill its contractual obligations.
   
More on Derivatives Risk

The Funds may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Funds will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of a Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee a Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of a Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 
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  Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.
   
Emerging Markets Investments Risk

Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments, and investments in these securities may present a greater risk of loss. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Rising interest rates, combined with widening credit spreads, could negatively impact the value of emerging market debt and increase funding costs for foreign issuers. In such a scenario, foreign issuers might not be able to service their debt obligations, the market for emerging market debt could suffer from reduced liquidity, and the Fund could lose money.

   
Equity Securities Risk U.S. and global stock markets are volatile. The price of equity securities will fluctuate, and can decline and reduce the value of a fund investing in equities. The price of equity securities fluctuates based on changes in a company’s financial condition, and overall market and economic conditions. The value of equity securities purchased by a Fund could decline if the financial condition of the companies in which the Fund is invested declines, or if overall market and economic conditions deteriorate. The Fund may maintain substantial exposure to equities and generally does not attempt to time the market. Because of this exposure, the possibility that stock market prices in general will decline over short or extended periods subjects the Fund to unpredictable declines in the value of its investments, as well as periods of poor performance.
   
Exchange-Traded Funds (“ETFs”) Subject to the limitations on investment in investment company securities and each Fund’s own investment objective, the Funds may invest in ETFs. ETFs generally trade on a recognized exchange and are subject to the risks of an investment in a broadly based portfolio of securities. These securities generally bear certain operational expenses. To the extent that a Fund invests in ETFs, the Fund must bear these expenses in addition to the expenses of its own operation.
   
Fixed-Income Securities Risk Fixed-income securities are generally subject to the principal types of risks described under “Credit Risk” above and “Interest Rate Risk” below.
   
Focus Risk

Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The Fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the Fund is exposed.

 
85
Foreign Exchange Transaction Risk The Funds may use currency futures contracts, forward currency exchange contracts, or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of a Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.
   
Foreign Investments Risk Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks, which include political, social, economic, environmental, credit, information, or currency risk, can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. A Fund’s investments in foreign securities may be subject to foreign withholding taxes, which would decrease the yield on those securities. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.
   
Frontier Markets Investments Risk Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.
   
Geographic Focus Risk

To the extent that a Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, social, environmental, regulatory and other risks not typically associated with investing in a larger number of regions or countries. In addition, certain emerging markets economies may themselves be focused in particular industries or more vulnerable to political changes than the U.S. economy, which may have a direct impact on a Fund’s investments. As a result, a Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

 

A Fund may, from time to time, focus on specific geographic regions, including countries in Asia, such as China, Hong Kong, Japan and Taiwan, thus providing exposure to the risks associated with investment in Asian markets. Parts of the Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States. Investments in countries in the Asian region will be impacted by the market conditions, legislative or regulatory changes, competition, or political, economic and other developments in Asia.

 

Investments in China may subject a Fund to certain additional risks, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization, exchange control regulations (including currency blockage), trading halts, imposition of tariffs, limitations on repatriation and differing legal standards.

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Growth Stock Risk Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.
   
High Yield Securities Risk Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.
   
 
Interest Rate Risk Changes in interest rates may adversely affect the values of the securities held in a Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Board has been raising rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for a Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of a Fund’s bond holdings.
 
   
Issuer Risk The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.
   
Large Capitalization Stock Risk Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Companies with large market capitalizations may also have less growth potential than smaller companies and may be less able to react quickly to changes in the marketplace.
   
Large Shareholder Risk Ownership of shares of a Fund may be concentrated in one or more large investors. These investors may redeem shares in substantial quantities or on a frequent basis, which may negatively impact a Fund’s performance, may increase realized capital gains, may accelerate the realization of taxable income to other shareholders and may potentially limit the use of available capital loss carryforwards or certain other losses to offset any future realized capital gains. Large shareholder redemption activity also may increase the Fund’s brokerage and other expenses.
   
Leverage Risk If a Fund makes investments in options, futures, forwards, swap agreements, and other derivative instruments, these derivative instruments provide the economic effect
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  of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires a Fund to pay interest.
   
LIBOR Transition Risk The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.
 
   
Liquidity Risk Liquidity risk is defined by the SEC as the risk that a Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. Liquidity risk involves the risk that a Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. Redemptions may increase and/or the market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.
   
 
Management Techniques Risk The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market or interest rate trends, which can result in losses to the Fund.
 
   
Market Risk The value of the securities in which a Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which a Fund invests perform. The market as a whole may not favor the types of investments a Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in a Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial.  The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which a Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Funds or the markets in which the Funds invest.
   
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Mortgage-Backed and Asset-Backed Securities Risk Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and a Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.
   
Political and Economic Risk The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.
   
Portfolio Turnover Risk Depending on market and other conditions, a Fund may experience high portfolio turnover, which may result in higher brokerage commissions and transaction costs and capital gains (which could increase taxes and, consequently, reduce returns).
   
 
Programming and Modeling Error Risk The research and modeling process engaged in by a quantitative-focused subadviser is extremely complex and involves financial, economic, econometric, and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although quantitative-focused subadvisers seek to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect a Fund’s performance.
   
Quantitative Model Risk

One or more subadvisers to a Fund may follow a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose a Fund to potential risks of loss. In addition, the use of predictive models can also expose a Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for a Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, a Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect a Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, a Fund’s investment objective may not be met, irrespective of

 
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  whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause a Fund to underperform.
   
  The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of a Fund.
 
   
Real Estate Investment Trusts (“REITs”) Risk

REITs are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if they meet certain requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including other REITs), cash, and government securities, distribute at least 90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages, and sales of property.

 

Like any investment in real estate, a REIT’s performance depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failure to pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or condemnation, increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a REIT may reflect not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.

 

REITs are dependent upon specialized management skills, have limited diversification and are therefore subject to risks inherent in operating and financing a limited number of projects. To the extent that a Fund invests in REITs, the Fund must bear these expenses in addition to the expenses of its own operation and is subject to risks associated with extended vacancies of properties or defaults by borrowers or tenants, particularly during periods of disruptions to business operations or an economic downturn. Finally, REITs could possibly fail to qualify for tax-free pass-through of income under the Internal Revenue Code or to maintain their exemptions from registration under the Investment Company Act of 1940 and Commodity Futures Trading Commission regulations.

   
 

Rule 144A Securities Risk

Securities that are exempt under Rule 144A from the registration requirements of the Securities Act of 1933, as amended, are traded among qualified institutional buyers. Investing in securities under Rule 144A could have the effect of increasing the level of a Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 
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  The lack of an established secondary market may make it more difficult to value illiquid investments, requiring a Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that Fund could realize upon disposition. If institutional trading in restricted securities were to decline to limited levels, the liquidity of a Fund could be adversely affected.
   
Sector Risk

While each Fund does not have a principal investment strategy to focus its investments in any particular sector, a Fund from time to time may have significant exposure to one or more sectors. A Fund at times may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors. Such events could cause the share price of a Fund with significant exposure to that sector to rise or decline more substantially than the share price of a fund with relatively less exposure to that sector. Individual sectors may be more volatile, and may perform differently, than the broader market.

 

Consumer Discretionary Sector Risk: The consumer discretionary sector may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences, social trends and marketing campaigns.

 

Communications Sector Risk: The communications sector may be significantly impacted by rapid changes in technology, intense competitive pressures such as pricing and cost competition, substantial government regulation, cybersecurity risks and changes in consumer preferences.

 

Financial Sector Risk: The operations and businesses of financial services companies are subject to extensive governmental regulation, the availability and cost of capital funds and interest rate changes. General market downturns may adversely affect financial services companies.

 

Industrial Sector Risk: Industrial companies are affected by supply and demand for their specific product or service and for industrial sector products in general. Government regulation, world events, exchange rates and economic conditions will likewise affect the performance of these companies.

 

Technology Sector Risk: Technology companies may be affected by rapidly changing fields, abrupt or erratic market movements, limited product lines, markets or financial resources, management that is dependent on a limited number of people, short product cycles, aggressive pricing of products and services, new market entrants and rapid obsolescence of products and services due to technological innovations or changing consumer preferences.

   
Securities Lending Risk To the extent a Fund participates in securities lending activities, the Fund is subject to risks associated with lending their portfolio securities. Securities will be loaned pursuant to agreements requiring that the loans be continuously secured by collateral in cash, short-term debt obligations, government obligations, or bank guarantees at least equal to the values of the portfolio securities subject to the loans. The Funds bear the risk of loss in connection with the investment of any cash collateral received from the borrowers of their securities.
   
 
Settlement Risk A Fund will be exposed to a credit risk on parties with whom it trades and will also bear the risk of settlement default. A subadviser may instruct the Fund’s custodian to settle transactions on a delivery free of payment basis where a subadviser believes that this form of settlement is appropriate. Shareholders should be aware, however, that this may result in a loss to the Fund if a transaction fails to settle and the Fund’s custodian will not be liable to the Fund or the shareholders for such a loss.
 
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Short Selling Risk A Fund may from time to time sell securities short. In the event that a subadviser anticipates that the price of a security will decline, the Fund may sell the security or derivative instrument short and borrow the same security from a broker or other institution to complete the sale. The Fund will incur a profit or a loss, depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. All short sales will be fully collateralized. Short sales represent an aggressive trading practice with a high risk/return potential, and short sales involve special considerations. Risks of short sales include the risk that possible losses from short sales may be unlimited (e.g., if the price of a stock sold short rises), whereas losses from direct purchases of securities are limited to the total amount invested, and the Fund may be unable to replace a borrowed security sold short. Regulatory authorities in the United States or other countries may prohibit or restrict the ability of the Fund to fully implement its short selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund’s ability to fully implement its investment strategies.
 
   
Small and Medium Capitalization Stock Risk The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.
   
Sovereign Debt Securities Risk Investments in foreign sovereign debt securities may subject the Fund to the following risks: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems, and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole.
   
U.S. Government Securities Risk U.S. government agency obligations have different levels of credit support, and therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration or Ginnie Mae, present lower credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, such as securities issued by Federal Home Loan Banks, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk.
   
 
Value Stock Risk Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of
 
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  the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.
 
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Cash and Short-Term Investments

 

Although the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund generally expect to be fully invested in accordance with their investment strategies described in this prospectus, the Adviser may maintain a portion of the Funds’ assets in cash (a “cash buffer”) to manage daily cash flows and to reduce transaction costs associated with the allocation of each such Fund’s assets to the subadviser(s). The Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund expect that they may maintain substantial cash positions when they determine that such cash holdings, given the risks the Funds believe to be present in the market, are more beneficial to shareholders than investment in additional securities. The cash buffer maintained by the Adviser for each of the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund, together with any uninvested cash held by each Fund’s subadviser(s), is not expected to exceed 10% of such Fund’s total assets. Cash held by each of the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund as collateral will not be considered to be uninvested for purposes of this policy. The cash buffer maintained by the Adviser will be invested in overnight time deposits or similar instruments, pending its allocation to each Fund’s subadviser(s).

 

From time to time, the Funds may hold short-term instruments, including repurchase agreements and reverse repurchase agreements.

 

Temporary Defensive Positions

 

The Funds also may hold cash and short-term instruments without limit for temporary or defensive purposes, including in anticipation of redemptions or prior to investment of deposits and other proceeds in accordance with the Funds’ investment objectives and policies. The Funds also may maintain substantial cash and short-term investment positions when they determine that such cash and short-term investment holdings, given the risks the Funds believe to be present in the market, are more beneficial to shareholders than investment in additional securities. The types of short-term instruments in which the Funds may invest for such temporary purposes include short-term fixed-income securities (such as securities issued or guaranteed by the U.S. government or its agencies or instrumentalities), money market mutual funds, repurchase agreements, certificates of deposit, time deposits and bankers’ acceptances of certain qualified financial institutions, corporate commercial paper, and master demand notes.

 

When a Fund takes temporary defensive positions by increasing its holdings in cash, money market instruments, or repurchase agreements, the Fund may not participate in market advances or declines to the same extent that the Fund would if it remained more fully invested in portfolio securities.

 

Certain Funds also may invest in futures contracts and pools of futures contracts that are intended to provide a Fund with exposure to certain markets or asset classes.

 

In these circumstances, a Fund might not achieve its investment objective. A defensive position, taken at the wrong time, may have an adverse impact on a Fund’s performance.

 

Cyber Security Risk

 

With the increasing use of technology such as the Internet in connection with the Funds’ operations, the Funds will face greater operational, information security and related risks through cyber security breaches. A breach in cyber security refers to either an intentional or unintentional event that may cause the Funds to lose proprietary information, suffer data corruption, and/or lose operational capacity. Such events could cause the Funds to incur regulatory penalties, additional compliance costs associated with corrective measures, and/or financial loss. Such events also may cause disruptions to the Funds’ business operations, potentially resulting in: interference with a Fund’s ability to calculate its net asset value, impediments to trading, and the inability of Fund shareholders to transact business, among other things. Cyber security threats may result from unauthorized access to the Funds’ digital information systems (e.g., through “hacking” or malicious software coding), and may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users).

 

In addition, because the Funds work closely with third-party service providers (e.g., the Funds’ administrator, custodian, distributor and subadvisers), cyber security breaches at such third-party service providers may subject the Funds to the same risks associated with direct cyber security breaches. The Funds may experience investment losses in the event of cyber security breaches at any of the issuers in which the Funds may invest. While the Funds have established business continuity plans in the event of, and implemented risk management and information security systems and software designed to prevent, a cyber security breach, there are inherent limitations in such plans and systems and there can be no assurance that such measures will succeed.

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Disclosure of Portfolio Holdings

 

The Funds have adopted policies and procedures with respect to the disclosure of their portfolio securities. A description of these policies and procedures is available in the SAI. The Funds disclose their portfolio holdings on the following website: http://www.delegated-solutions.mercer.com/us.html.

 

Additional Information

 

Commodity Pool Operator Exclusion. The Trust, with respect to each Fund, has filed a notice of eligibility with the National Futures Association claiming an exclusion from the definition of the term “commodity pool operator” pursuant to U.S. Commodity Futures Trading Commission Regulation 4.5, as promulgated under the Commodity Exchange Act (the “CEA”), with respect to each Fund’s operations. Therefore, neither the Funds nor the Adviser (with respect the Adviser’s management of the Funds) is subject to registration or regulation as a commodity pool operator under the CEA.

 

Hedging and other strategic transactions involving futures contracts, options on futures contracts and swaps transactions will be purchased, sold or entered into primarily for bona fide hedging, risk management or appropriate portfolio management purposes, including gaining exposure to a particular securities market.

 

Who Manages the Funds

 

 

Investment Adviser and the Subadvisers and Sub-Subadvisers

 

Mercer Investments LLC (the “Adviser”), a Delaware limited liability company located at 99 High Street, Boston, Massachusetts 02110, serves as the investment adviser to the Funds. The Adviser is an indirect, wholly-owned subsidiary of Marsh & McLennan Companies, Inc. The Adviser is registered as an investment adviser with the SEC.

 

The Adviser has overall supervisory responsibility for the general management and investment of each Fund’s securities portfolio, and, subject to review and approval by the Board of Trustees of the Trust (the “Board”): (i) sets the Funds’ overall investment strategies; (ii) evaluates, selects, and recommends subadvisers to manage all or part of the Funds’ assets; (iii) when appropriate, allocates and reallocates the Funds’ assets among subadvisers; (iv) monitors and evaluates the performance of subadvisers, including the subadvisers’ compliance with the investment objectives, policies, and restrictions of the Funds; and (v) implements procedures to ensure that the subadvisers comply with the Funds’ investment objectives, policies, and restrictions.

 

When identifying possible subadvisers, the Adviser typically begins with a universe of investment managers rated highly by its manager research group (the “Mercer Research Group”). The Mercer Research Group evaluates each investment manager based upon both quantitative and qualitative factors, including: an assessment of the strength of the overall investment management organization; the people involved in the investment process; the appropriateness of the investment product and its composites; and an analysis of the investment manager’s investment philosophy and process, risk-adjusted performance, consistency of performance, and the style purity of the product. The Adviser’s team of investment professionals reviews each manager that is highly rated by the Mercer Research Group, and creates a short list for further analysis. The Mercer Research Group also assesses – and assigns a distinct rating to reflect – the degree to which environmental, social and corporate governance (“ESG”) factors are incorporated within a strategy’s investment process, taking into account different asset class constraints. Short-list candidates are scrutinized to evaluate performance and risk characteristics, performance in up and down markets, investment styles, and characteristics of the securities held in the portfolio, as well as their relative ESG ratings from the Mercer Research Group. The Adviser’s team of investment professionals then conducts due diligence meetings with the subadvisers’ portfolio management teams. The list of candidates is further narrowed, and each potential subadviser, in combination with the existing subadviser(s) of the portfolio, is analyzed using proprietary methods. The most compatible subadviser candidates are then put through a compliance review conducted by the Adviser’s compliance staff. Results are shared with the Adviser’s investment team, after which the final selection of the subadviser is made and a recommendation to appoint the manager is made to the Board.

 

The Adviser also considers the Mercer Research Group’s ratings of investment managers when contemplating the termination of a subadviser. Although the ratings of the Mercer Research Group are given substantial weight in the decision-making process, the Adviser’s investment team performs its own analysis of potential and existing subadvisers and is ultimately responsible for selecting or terminating a subadviser.

 

The Advisor manages the Funds based on the philosophy and belief that portfolios which are appropriately constructed with combinations of quality, asset-class specialist investment managers can generally be expected to provide consistent, above-average performance over time. Stan Mavromates, Larry Vasquez and Erin Lefkowitz are responsible for establishing the Funds’ overall investment strategies and evaluating and monitoring the subadvisors managing the Funds. Mr. Mavromates has served as Vice

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President and Chief Investment Officer of the Adviser since 2012. From 2005 to 2012, Mr. Mavromates was the Chief Investment Officer of the Massachusetts Pension Reserves Investment Board. Mr. Vasquez has served as Vice President of the Adviser since 2012. From 2009 to 2012, Mr. Vasquez was a portfolio manager at UBS Global Asset Management, Inc. Prior to 2009, he was a portfolio manager at SEI Investments. Ms. Lefkowitz is a Vice President and Senior Portfolio Manager of the Adviser. Prior to 2021, Ms. Lefkowitz held various roles in risk management, portfolio construction, trading and global fixed income portfolio management at Putnam Investments.

 

The Funds pay the Adviser fees for managing the Funds’ investments that are calculated as a percentage of the Funds’ assets under management. For its investment services, the Adviser receives the annual investment management fees, set forth below as a percentage of the relevant Fund’s average daily net assets:

 

    Adviser Investment Management Fee*
On Net Assets
 
Funds   Assets up to
$750 million
    Assets in excess of
$750 million up to $1
billion
    Assets in excess of
$1 billion
 
Mercer US Large Cap Equity Fund     0.53%       0.51%       0.46%  
Mercer US Small/Mid Cap Equity Fund     0.90%       0.88%       0.83%  
Mercer Non-US Core Equity Fund     0.75%       0.73%       0.68%  
Mercer Emerging Markets Equity Fund     0.80%       0.78%       0.73%  
Mercer Global Low Volatility Equity Fund     0.75%       0.73%       0.68%  
Mercer Core Fixed Income Fund     0.35%       0.33%       0.28%  
Mercer Opportunistic Fixed Income Fund     0.80%       0.78%       0.73%  

 

* Consists of the total investment management fee payable by the Funds to the Adviser. The Adviser is responsible for paying the subadvisory fees.

 

The Adviser has contractually agreed, until at least July 31, 2023, to waive any portion of its investment management fee that it is entitled to under the Investment Management Agreement with respect to each Fund that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to that Fund’s subadvisers for the management of their allocated portions of the subject Fund. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Funds’ Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser.

 

The Adviser has entered into subadvisory agreements (the “Subadvisory Agreements”) with the subadvisers pursuant to which the subadvisers are compensated out of the investment management fees that the Adviser receives from the Funds. Certain subadvisers have entered into a sub-subadvisory agreement with a sub-subadviser pursuant to which the sub-subadviser is compensated out of the subadvisory fees that the subadviser receives from the Adviser. The current subadvisers and sub-subadvisers to the Funds are identified under “Investment Objectives and Principal Investment Strategies” earlier in this prospectus.

 

A discussion regarding the basis for the Board’s approval of the investment management agreement with the Adviser and each Subadvisory Agreement will be available in the Funds’ semi-annual report to shareholders for the period ended September 30, 2022.

 

The Trust and the Adviser have obtained an exemptive order (the “Exemptive Order”) from the SEC that permits the Trust and the Adviser, subject to certain conditions and approval by the Board, to hire and retain subadvisers and modify subadvisory arrangements without shareholder approval. Under the Exemptive Order, the Adviser may act as a manager of managers for all or some of the Funds, and the Adviser supervises the provision of portfolio management services to those Funds by the subadvisers. The Exemptive Order allows the Adviser: (i) to continue the employment of an existing subadviser after events that would otherwise cause an automatic termination of a subadvisory agreement with the subadviser; and (ii) to reallocate assets among existing or new subadvisers. Within 90 days of retaining new subadvisers, the affected Fund(s) will notify shareholders of the changes. The Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the subadvisers and recommend their hiring, termination, and replacement. The Exemptive Order also relieves the Funds from disclosing certain fees paid to non-affiliated subadvisers in documents filed with the SEC and provided to shareholders.

 

Administrative Services

 

State Street Bank and Trust Company (the “Administrator”), located at 1 Heritage Drive, North Quincy, Massachusetts 02171, is the administrator of the Funds. The Funds pay the Administrator at an annual rate of the Funds’ average daily net assets for external administrative services. These external administrative services include fund accounting, daily and ongoing maintenance of certain Fund records, calculation of the Funds’ NAVs, and preparation of shareholder reports.

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Pricing of Fund Shares

 

The price at which purchases and redemptions of each Fund’s shares are effected is based on the next calculation of the Fund’s NAV after the purchase or redemption order is received. The NAV per share of each class equals the total value of its assets, less its liabilities, divided by the number of its outstanding shares. Shares are only valued as of the close of regular trading on the New York Stock Exchange (the “Exchange”) each day the Exchange is open. If the Exchange is closed on a day it would normally be open for business or the Exchange has an unscheduled early closing on a day it has opened for business, due to inclement weather, technology problems or any other reason, the Funds reserve the right to treat that day as a business day and accept purchase and redemption orders until, and calculate a Fund’s NAV as of, the normally scheduled close of regular trading on the Exchange for that day, so long as the Fund’s management believes an adequate market remains to meet purchase and redemption orders for that day. On any business day when the Securities Industry and Financial Markets Association recommends that the bond markets close trading early, a Fund reserves the right to close at such earlier closing time, and therefore accept purchase and redemption orders until and calculate a Fund’s NAV as of such earlier closing time. The Exchange normally is not open, and the Funds do not price their shares, on most national holidays and on Good Friday.

 

Each Fund values its investments for which market quotations are readily available at market value. Each Fund may value short-term investments that will mature within 60 days at amortized cost, so long as such amortized cost method approximates market value. Each Fund values all other investments and assets at their fair value. Subject to the Board’s ongoing oversight, the Board has appointed the Adviser the responsibility of carrying out certain functions relating to the valuation of portfolio securities. The Adviser has appointed a Valuation Committee that is responsible for overseeing the day-to-day process of valuing portfolio securities. With respect to portfolio securities for which market quotations are not readily available or (in the opinion of the Adviser or the applicable subadviser) do not otherwise accurately reflect the fair value of the security, the Valuation Committee will value such securities at fair value based upon procedures approved by the Board.

 

The Funds translate prices for their investments quoted in foreign currencies into U.S. dollars at current exchange rates. As a result, changes in the value of those currencies in relation to the U.S. dollar may affect a Fund’s NAV. Because foreign markets may be open at different times than the Exchange, the value of a Fund’s shares may change on days when shareholders are not able to buy or sell them. If events materially affecting the values of a Fund’s foreign investments (in the opinion of the Adviser and the subadvisers) occur between the close of foreign markets and the close of regular trading on the Exchange, or if reported prices are believed by the Adviser or the subadvisers to be unreliable, these investments will be valued at their fair value. The Funds may rely on third-party pricing vendors to monitor for events materially affecting the values of the Funds’ foreign investments during the period between the close of foreign markets and the close of regular trading on the Exchange. If events occur that materially affect the values of the Funds’ foreign investments, the third-party pricing vendors will provide revised values to the Funds.

 

If market quotations are not readily available for a Fund’s investment in domestic securities, such as restricted securities, private placements, securities for which trading has been halted (as a result of a significant event such as a merger, bankruptcy, or other significant issuer-specific development), or other illiquid investments, these investments will be valued at their fair value. While fair value pricing may be more commonly used with the Funds’ foreign investments, fair value pricing also may be used with domestic securities, where appropriate.

 

The use of fair value pricing by the Funds may cause the NAVs of their shares to differ from the NAVs that would be calculated by using closing market prices. Also, due to the subjective nature of fair value pricing, a Fund’s value for a particular security may be different from the last quoted market price.

 

Purchasing and Selling Fund Shares

 

Selecting an Appropriate Share Class

 

This prospectus describes four classes of shares of the Funds: Adviser Class, Class I, Class Y-2 and Class Y-3 shares, each with different levels of services and ongoing operating expenses, as illustrated in the “Fees and Expenses” section of this prospectus.

 

Adviser Class and Class I shares are available to investors that invest in the Funds through a “Service Agent” such as a bank, broker-dealer, trust company, insurance company, financial planner, retirement plan administrator, mutual fund supermarket, and other similar types of third-party financial industry service providers that have entered into an agreement with the Distributor and/or the Adviser to sell shares of the Funds and/or provide shareholder services in respect of the Funds. Class Y-2 and Class Y-3 shares generally are available only to “Institutional Investors” which include, but are not limited to “Institutional Accounts” as defined under the rules of FINRA, as well as qualified employee benefit plans and other retirement savings plans, family offices and their clients, non-profit organizations, charitable trusts, foundations and endowments, accounts registered to bank trust departments, trust companies, registered investment advisers, and investment companies.

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Please contact the Adviser or your Service Agent as to which share class is most appropriate for you. Below is a summary of the differences among the Funds’ Adviser Class, Class I, Class Y-2 and Class Y-3 shares:

 

Adviser Shares

 

Initial Sales Charge: None
Contingent Deferred Sales Charge: None
Redemption Fee: 2.00% on shares redeemed that are owned less than 30 days (as a % of total redemption proceeds)
12b-1 Fee: 0.25%
Non-Distribution Shareholder Administrative Services Fee: 0.25%
     
Dividends: Higher annual expenses, and lower dividends, than Class I, Class Y-2 and Class Y-3 shares because of the 12b-1 fees paid by Adviser Class shares to the Distributor and the non-distribution shareholder administrative services fees paid by Adviser Class shares to the Adviser.
Shareholder Services: Full shareholder servicing is performed by a Service Agent, the Adviser and/or the Adviser’s affiliates, including communication with third-party administrators, and the Adviser Class shares pay an internal administrative fee for these services.

 

Class I Shares

 

Initial Sales Charge: None
Contingent Deferred Sales Charge: None
Redemption Fee: 2.00% on shares redeemed that are owned less than 30 days (as a % of total redemption proceeds)
12b-1 Fee: None
Non-Distribution Shareholder Administrative Services Fee: 0.25%
Dividends: Lower annual expenses, and higher dividends, than Adviser Class shares; higher annual expenses, and lower dividends, than Class Y-2 and Y-3 shares, because of the non-distribution shareholder administrative services fees paid by Class I shares to the Adviser.
Shareholder Services: Full shareholder servicing is performed by a Service Agent, the Adviser and/or the Adviser’s affiliates, including communication with third-party administrators, and the Class I shares pay an internal administrative fee for these services.

 

Class Y-2 Shares

 

Initial Sales Charge: None
Contingent Deferred Sales Charge: None
Redemption Fee: 2.00% on shares redeemed that are owned less than 30 days (as a % of total redemption proceeds)
12b-1 Fee: None
Non-Distribution Shareholder Administrative Services Fee: 0.15%
   
Dividends: Lower annual expenses, and higher dividends, than Adviser Class and Class I shares; higher annual expenses, and lower dividends, than Class Y-3 shares, because of the non-distribution shareholder administrative services fees paid by Class Y-2 shares to the Adviser.
Shareholder Services: Certain limited shareholder servicing is performed by the Adviser or its affiliates, and the Class Y-2 shares pay a non-distribution shareholder administrative services fee for these services.

 

Class Y-3 Shares

 

Initial Sales Charge: None
Contingent Deferred Sales Charge: None
Redemption Fee: 2.00% on shares redeemed that are owned less than 30 days (as a % of total redemption proceeds)
12b-1 Fee: None
Non-Distribution Shareholder Administrative Services Fee: None
Dividends: Lower annual expenses, and higher dividends, than Adviser Class, Class I shares and Class Y-2 shares.
   
Shareholder Services: No shareholder servicing is performed by the Adviser or its affiliates at the Class level, as it is anticipated that shareholder servicing will be performed at the client level. Shareholder servicing arrangements for holders of Class Y-3 shares are customized to each specific client and are not paid for from the assets of the Funds.
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Distribution and Shareholder Services (12b-1) Plan

 

The Board of Trustees have adopted a plan of distribution and shareholder services, or “12b-1 plan,” on behalf of the Funds to finance the provision of certain distribution and shareholder services to owners of Adviser Class shares of the Funds. The plan provides for payments in an amount or at a rate not to exceed 0.25% on an annual basis of the average daily net asset value of the Adviser Class shares of each Fund.

 

These fees are used to pay fees to Service Agents for providing certain marketing services, including but not limited to, the preparation and distribution of advertisements, sales literature and prospectuses and reports used for sales purposes, as well as compensation related to sales and marketing personnel and payments to dealers and others for distribution and marketing related services. These fees may also be used to pay fees to Service Agents for providing certain personal services, or account maintenance services to Adviser Class shareholders of the Funds. Because these fees are paid out of the Funds’ assets or income on an ongoing basis, over time these fees will increase the cost of your investment (reducing the return of your investment) and may cost you more than paying other types of sales charges. These fees may be paid to the Adviser, or to an affiliate of the Adviser, in connection with their providing marketing services for the Adviser Class shares of the Funds.

 

Shareholder Administrative Services Plan and Shareholder Administrative Services Agreement

 

The Board of Trustees has adopted a Shareholder Administrative Services Plan on behalf of the Funds to compensate financial intermediaries, which may include the Adviser and its affiliates, for providing certain non-distribution related shareholder administrative services to the Adviser Class, Class I and Class Y-2 shares of each Fund and/or for overseeing and monitoring the provision of such shareholder administrative services. The Shareholder Administrative Services Plan provides for payments in an amount or at a rate not to exceed 0.25%, 0.25%, and 0.15% on an annual basis of the average daily net asset value of the Adviser Class, Class I and Class Y-2 shares of the Funds, respectively. These fees are used to compensate financial intermediaries for providing various types of shareholder administrative support services described in such Plan including, for example, assisting shareholders with their fund accounts and records, their fund purchase and redemption orders and other similar types of non-distribution related services involving the administrative servicing of shareholder accounts.

 

The Adviser has entered into a Shareholder Administrative Services Agreement with the Funds pursuant to which the Adviser provides certain shareholder administrative services to each Fund’s Adviser Class, Class I and Class Y-2 shares, including providing or procuring the types of non-distribution related shareholder administrative services described in the Shareholder Administrative Service Plan and for monitoring and overseeing non-advisory relationships with entities providing such services to these share classes. Under the Shareholder Administrative Service Agreement, the Adviser is entitled to a fee of 0.15% on an annual basis of the respective average daily net assets for each of the Adviser Class, Class I and Class Y-2 shares of the Funds. Under the Funds’ shareholder servicing arrangements, amounts required to be paid by the Funds under the Shareholder Administrative Services Agreement are accrued from the fees paid under the Shareholder Administrative Services Plan.

 

Additional Payments to Intermediaries

 

The Adviser or its affiliates may make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform shareholder, recordkeeping, sub-accounting and other shareholder administrative services in connection with investments in Fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder administrative services fees the Funds may pay to those intermediaries. The Adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing, promotional or other distribution-related services. The payments or discounts may be substantial; however, distribution-related services provided by such intermediaries are paid by the Adviser or its affiliates, not by the Funds or their shareholders. From time to time, payments may be made to affiliates of the Adviser by the Funds or the Adviser, out of the Adviser’s own resources, for services provided by those affiliates.

 

Purchasing Shares

 

The Funds sell their shares at the offering price, which is the NAV. The Fund’s shares may not be available through certain financial advisers, retirement plan administrators and recordkeepers, or other financial intermediaries.

 

The Funds may periodically close to new purchases of shares. The Funds may refuse any order to buy shares if the Funds and the Adviser determine that doing so would be in the best interests of the Funds and their shareholders.

 

A Fund may accept orders to purchase Fund shares in-kind with securities, rather than with cash, when consistent with the Fund’s investment objective and policies. Acceptance of such purchases will be at the Adviser’s discretion. Contact the Adviser for further information.

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Purchasing Adviser Class and Class I Shares

 

Adviser Class and Class I shares may be purchased through your Service Agent. Your Service Agent or the Transfer Agent, as applicable, must receive your request in proper form before the close of regular trading on the Exchange for you to receive that day’s NAV. Your Service Agent will be responsible for furnishing all necessary documents to the Transfer Agent, and may charge you for these services. Please contact your Service Agent for more information.

 

Purchasing Class Y-2 Shares

 

Eligible Institutional Investors may purchase Class Y-2 shares directly from the Funds. To purchase Class Y-2 shares, you may complete an order form and write a check for the amount of the Class Y-2 shares that you wish to buy, payable to the Trust. Return the completed form and check to the Transfer Agent. An order will be priced at the respective Fund’s net asset value next computed after the order is received by the Transfer Agent.

 

Purchasing Class Y-3 Shares

 

Eligible Institutional Investors that have entered into an investment management agreement with the Adviser or its affiliates that wish to buy Class Y-3 shares can contact the Adviser. An order will be priced at the respective Fund’s net asset value next computed after the order is received by the Adviser or its affiliate.

 

Customer Identification

 

Mutual funds must obtain and verify information that identifies investors opening new accounts. If a Fund is unable to collect the required information, the Fund or its agents may not be able to open a Fund account. Investors must provide their full name, residential or business address, social security or tax identification number, and date of birth (as applicable). Entities, such as trusts, estates, corporations, and partnerships, must also provide other identifying information. The Funds or their agents may share identifying information with third parties for the purpose of verification. If a Fund or its agents cannot verify identifying information after opening an account, the Fund reserves the right to close the account.

 

Selling Shares

 

You can sell your shares back to the Funds on any day the Exchange is open, through the Adviser, your Service Agent, or directly to the Funds, depending upon through whom and how you own your shares. Each Fund typically expects to pay redemption proceeds to you within two business days following receipt of your redemption request for those payments made to your account held with a financial intermediary. If your shares are held directly through the Funds, following receipt of a redemption request, redemption proceeds will normally be paid to you by wire, ACH, or by mailing a check within two business days. Payment for redemption may be delayed until a Fund collects the purchase price of shares, which may be up to 7 calendar days after the purchase date.

 

If you are an Institutional Investor that owns Class Y-2 or Class Y-3 shares, contact the Adviser or the Transfer Agent to sell your shares. The Transfer Agent must receive your request in proper form before the close of regular trading on the Exchange for you to receive that day’s NAV. The Adviser may establish an earlier time by which it must receive instructions from Class Y-2 or Class Y-3 shareholders in order to receive that day’s NAV. You may redeem your Class Y-2 or Class Y-3 shares through the Adviser by calling 1-888-887-0619.

 

If you are not an Institutional Investor, contact your Service Agent to sell your Adviser Class or Class I shares. Your Service Agent or the Transfer Agent must receive your request in proper form before the close of regular trading on the Exchange for you to receive that day’s NAV. Please contact your Service Agent for more information.

 

Payments by the Funds

 

Each Fund generally sends you payment for your Adviser Class, Class I and Class Y-2 and Class Y-3 shares the business day after your request is received in good order. Under unusual circumstances, the Funds may suspend redemptions, or postpone payment for more than seven days, as permitted by federal securities law.

 

Redemptions by the Funds

 

Generally the Funds expect to pay redemption proceeds in cash. Under normal market conditions, the Funds expect to meet redemption orders by using holdings of cash/cash equivalents or by the sale of portfolio investments, including those investments made by Parametric through the Cash Overlay Program. In unusual or stressed market conditions or as the Adviser deems appropriate, each Fund may borrow through the Funds’ bank line of credit or may utilize the Funds’ custodian overdraft facility to meet redemptions. Each Fund also reserves the right to pay redemptions “in-kind” (i.e., payment in securities rather than cash) if the value

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of the shares that you are redeeming is large enough to affect a Fund’s operations (for example, if your redemptions over a 90-day period exceed $250,000 or 1% of a Fund’s assets, whichever is less). If you receive a redemption in liquid portfolio securities, you may be subject to market risk and you might incur brokerage costs converting the securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of a gain or loss for federal income tax purposes.

 

The Funds also reserve the right, to the fullest extent permitted by law, to close any account if you are deemed to engage in activities that are illegal (such as late trading), believed to be detrimental to the Funds (such as market timing), or otherwise engaged in any potential criminal or fraudulent activity. The 2.00% short-term trading fee will apply to redemptions of shares that have been held less than 30 days, including redemptions described in this section.

 

Exchanging Shares

 

If you want to switch your investment from one Fund to another series of the Trust, you can exchange your Adviser Class, Class I, Class Y-2, or Class Y-3 shares, as applicable, for shares of the same class of another series of the Trust at NAV.

 

If you hold Adviser Class or Class I shares, contact your Service Agent regarding the details of how to exchange your shares. If you hold your Class Y-2 shares directly with the Funds, contact the Adviser or the Transfer Agent, and complete and return an Exchange Authorization Form, which is available from the Transfer Agent. A telephone exchange privilege is currently available for exchanges of amounts up to $500,000 in Class Y-2 shares. If you own Class Y-3 shares, contact the Adviser regarding the details of how to exchange your shares.

 

All classes of each Fund may not be available in every state.

 

The exchange privilege is not intended as a vehicle for short-term trading. As described above, excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders. In order to limit excessive exchange activity and otherwise to promote the best interests of the Funds, the Board has approved a short-term trading fee of 2.00% of the total exchange amount (calculated at market value) to be imposed by each Fund on exchanges of shares held for less than 30 days. Administrators, trustees, or sponsors of retirement plans also may impose short-term trading fees.

 

The Funds also reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges, or reject any exchange. The Fund into which you would like to exchange also may reject your exchange. These actions may apply to all shareholders or only to those shareholders whose exchanges the Funds or the Adviser determines are likely to have a negative effect on the Fund or the other Funds. Consult the Funds, the Adviser, or your Service Agent before requesting an exchange.

 

Frequent Trading of Fund Shares

 

The Funds, the Adviser, and the Distributor, reserve the right to reject any purchase order for any shares of any class of the Funds for any reason. The Funds are not designed to serve as vehicles for frequent trading in response to short-term fluctuations in the securities markets. Accordingly, purchases, including those that are part of exchange activity, that the Funds, the Adviser, or the Distributor has determined could involve actual or potential harm to the Funds may be rejected. Frequent trading of Fund shares may lead to increased transaction costs to the Funds, less efficient management of the Funds’ portfolios (by disrupting portfolio investment strategies), and taxable gains to the remaining shareholders, resulting in dilution of the value of the shares held by long-term shareholders. The Mercer Non-US Core Equity Fund, Mercer Global Low Volatility Equity Fund and Mercer Emerging Markets Equity Fund may be subject to the risk of one form of frequent trading called time-zone arbitrage, where shareholders of a Fund seek to take advantage of time-zone differences between the close of foreign markets in which such Fund’s securities trade, and the close of U.S. markets. Arbitrage opportunities may also occur in Funds that hold small capitalization securities (such as the Mercer U.S. Small/Mid Cap Equity Fund) or in Funds that invest in thinly-traded securities (such as high yield securities, which may be held by the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund).

 

Because the Funds are designed for long-term shareholders, the Board has adopted the following policies and procedures that are designed to restrict frequent purchases and redemptions of the Funds’ shares. Each Fund will impose a short-term trading fee of 2.00% of the total redemption amount (calculated at market value) if you sell or exchange your shares after holding them for less than 30 days. The short-term trading fee is paid directly to the Funds and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. The short-term trading fee will not apply in the following circumstances: redemptions to pay distributions or loans from certain defined contribution plans; redemptions for loan repayment; redemptions from certain omnibus accounts; redemptions in the event of shareholder death or post-purchase disability; redemptions made as part of a systematic withdrawal plan; transactions in defined contribution plans with certain intermediaries; redemptions by the Mercer Collective Trust; and transactions for a discretionary investment management client of the Adviser or its affiliates when the client has provided the

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Adviser or its affiliates with advance notice of a planned redemption and the Adviser or its affiliates retain discretion to effect the redemption on behalf of the client. For purposes of determining whether the short-term trading fee applies, the shares that were held the longest will be redeemed first. Administrators, trustees, or sponsors of retirement plans also may impose short-term trading fees.

 

In addition to the short-term trading fee, the Board has adopted the following additional policies and procedures. Any shareholder that is confirmed to have initiated four or more round trips (via exchanges or redemptions), all equal to or greater than $10,000 in value within a 180-day period, will receive a warning. If subsequent activity of two or more round trips occurs within 180 days, the shareholder’s exchange privilege will be revoked, and the shareholder will not be permitted to purchase additional shares of the Funds. These policies do not apply to the Mercer Collective Trust or to discretionary investment management clients of the Adviser where the Adviser has discretion to effect the trade.

 

In addition to the Funds’ frequent trading policies, transactions by shareholders of the Funds investing through intermediaries may also be subject to the restrictions of the intermediary’s own frequent trading policies, which may differ from those of the Funds. The Funds may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the Funds through such intermediary only after the Funds have made a determination that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and frequency that are deemed to be significant to the Funds and in a pattern of activity that potentially could be detrimental to the Funds. If you are investing in the Funds’ shares through a financial intermediary, please contact the financial intermediary for information on the frequent trading policies applicable to your account. The Funds’ ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems’ capabilities, applicable contractual and legal restrictions and cooperation of those intermediaries.

 

If trades are effected through a financial intermediary, the Funds or their service providers will work with the intermediary to monitor possible frequent trading activity in the Funds. In compliance with Rule 22c-2 of the Investment Company Act of 1940, as amended, the Funds (or the Funds’ Distributor, on behalf of the Funds) have entered into written agreements with each of the Funds’ financial intermediaries, under which the intermediary must, upon request, provide the Funds with certain shareholder identifying and/or trading information so that the Funds can enforce their frequent trading policies.

 

While the Funds discourage frequent purchases and redemptions of the Funds’ shares, there is no assurance that the Funds or the Funds’ policies and procedures will be effective in limiting frequent trading in all accounts. For example, the Funds may not be able to effectively monitor, detect, or limit short-term or excessive trading by underlying shareholders that occurs through omnibus accounts maintained by broker-dealers or other financial intermediaries or where the Funds must rely on the cooperation of and/or information provided by financial intermediaries.

 

As discussed in “Redemptions by the Funds” earlier in this prospectus, the Funds reserve the right to refuse future purchases or exchanges of shares of the Funds if you are deemed to be engaging in illegal activities (such as late trading) or otherwise detrimental to the Funds (such as market timing).

 

Fund Distributions and Taxes

 

Dividends and Distributions

 

Distributions. Each Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, a Fund generally pays no federal income tax on the income and gains it distributes to you. Each Fund expects to declare and distribute all of its net investment income, if any, to shareholders as dividends annually. Each Fund will distribute net realized capital gains, if any, at least annually. A Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution will vary, and there is no guarantee that a Fund will pay either income dividends or capital gains distributions.

 

Classes with higher expenses are expected to have lower income dividends. If you are a shareholder of a Fund, you will receive income dividends and capital gains distributions in additional shares of the Fund unless you notify the Adviser, your Service Agent, or the Transfer Agent in writing that you elect to receive them in cash. Distribution options may be changed by shareholders at any time by requesting a change in writing. All dividends and capital gains distributions paid to retirement plan shareholders will be automatically reinvested. Dividends and distributions are reinvested on the reinvestment date at the NAV determined at the close of business on that date.

 

Avoid “Buying A Dividend.” At the time you purchase your Fund shares, a Fund’s NAV may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. For taxable investors, a

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subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as “buying a dividend.”

 

Taxes

 

Tax Considerations. Dividends and capital gains distributed by the Funds to tax-deferred retirement plan accounts are not taxable currently, but may be taxable later when distributions are received from such accounts. In general, if you are a taxable investor, Fund distributions are taxable to you as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash.

 

For federal income tax purposes, if you are a taxable investor, Fund distributions of short-term capital gains are taxable to you as ordinary income. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. A portion of income dividends reported by a Fund may be qualified dividend income eligible for taxation by individual shareholders at long-term capital gains rates provided certain holding period requirements are met. Because the income of the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund is derived from investments earning interest, rather than from dividend income, generally none or only a small portion of the income dividends paid to you by these Funds may be qualified dividend income eligible for taxation by individuals at long-term capital gain tax rates. Some distributions paid in January may be taxable as if they had been paid the previous December. The Form 1099 that is sent to non-corporate taxable investors will detail your distributions and their federal tax category.

 

If a Fund qualifies to pass through to shareholders the tax benefits from foreign taxes the Fund pays on its investments, and elects to do so, then any foreign taxes the Fund pays on these investments may be passed through to you as a foreign tax credit. If you are subject to tax and if this election is made, you will be required to include in gross income (in addition to taxable dividends actually received) your pro rata share of the foreign taxes paid by the Fund, and you may be entitled either to deduct (as an itemized deduction) your share of foreign taxes in computing your taxable income or to (subject to limitations) take a foreign tax credit against your U.S. federal income tax liability. No deduction for foreign taxes may be claimed if you do not itemize deductions. You will be notified after the close of a Fund’s taxable year whether the foreign taxes paid by the Fund will “pass-through” for that year. Various other limitations, including a minimum holding period requirement, apply to limit the credit and/or deduction for foreign taxes for purposes of regular federal tax and/or alternative minimum tax.

 

Annual Statements. Each year, the Funds will send the non-corporate taxable investors an annual statement (Form 1099) of their account activity to assist them in completing their federal, state and local tax returns. Distributions declared in October, November or December to shareholders of record in such month, but paid the following January, are taxable as if the distributions were paid in December. The income classification of distributions made by a Fund may not be finally determinable until after the end of a year. Prior to issuing the statement, the Funds make every effort to search for reclassified income to reduce the number of corrected forms mailed to shareholders. However, when necessary, a Fund will send a corrected Form 1099 to reflect reclassified information.

 

Redemptions and Exchanges. When you sell your shares in a Fund, you may recognize a capital gain or loss. For tax purposes, an exchange of your shares of one Fund for shares of another series of the Trust is the same as a sale. Generally, exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes. Distributions taken from a retirement plan account, however, generally are taxable as ordinary income.

 

Medicare Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund 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.

 

Back-Up Withholding. By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to back-up withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service instructs the Fund to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid.

 

State and Local Taxes. If you are a taxable investor, Fund distributions and gains from the sale or exchange of your Fund shares generally are subject to state and local taxes.

 

Non-U.S. Investors. Non-U.S. investors generally will be subject to U.S. federal withholding tax at the rate of 30% on distributions treated as ordinary income, and may be subject to estate tax with respect to their Fund shares. However, non-U.S. investors will generally not be subject to U.S. federal withholding tax on certain properly reported distributions derived from long-term capital gains. Additionally, non-U.S. investors may not be subject to U.S. federal withholding tax on certain distributions derived from certain U.S. interest income and/or certain short-term capital gains earned by the Funds, to the extent reported by the Funds. There can be no

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assurance as to whether any of a Fund’s distributions will be eligible for this exemption from withholding of U.S. federal income tax or, if eligible, will be reported as such by the Funds. Moreover, depending on the circumstances, a Fund may report all, some or none of the Fund’s potentially eligible dividends as derived from such U.S. interest income or from such short-term capital gains, and a portion of the Fund’s distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding when paid to non-U.S. shareholders.

 

The Funds are also required to withhold U.S. tax (at a 30% rate) on payments of dividends made to certain non-U.S. investors that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements in the Internal Revenue Code designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to determine whether such withholding is required.

 

This discussion is not intended to be used as tax advice. Because each investor’s tax situation is unique, you should consult your tax professional about federal, state, local, or foreign tax consequences before making an investment in a Fund.

104

Financial Highlights

 

The Financial Highlights table is meant to help you understand the financial performance of each Fund over the Fund’s past five fiscal years or, if shorter, the period of the Fund’s operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in a Fund, assuming reinvestment of all dividends and distributions. The information presented in the financial highlights tables, for each of the fiscal years ended March 31, was audited by Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, whose report, along with each Fund’s financial statements, are incorporated by reference and included in the Trust’s annual report, which is available upon request.

 

Financial highlights for the Class Y-3 shares of each Fund and the Class I shares of the Mercer Non-US Core Equity Fund and the Mercer Core Fixed Income Fund are shown to provide investors with financial information about the Fund. Adviser Class, Class I and Class Y-2 shares of the Funds (other than Class I shares of the Mercer Non-US Core Equity Fund and the Mercer Core Fixed Income Fund) had not commenced operations prior to the most recent fiscal year end, and financial highlights are not yet available for those shares. The returns of the Adviser Class, Class I and the Class Y-2 shares (other than Class I shares of the Mercer Non-US Core Equity Fund and the Mercer Core Fixed Income Fund) would have been substantially similar to the returns of the Class Y-3 shares; however, Adviser Class shares are subject to a 12b-1 fee, while Class Y-3 shares are not, and Adviser Class, Class I and Class Y-2 shares are subject to a non-distribution shareholder administrative services fee, while Class Y-3 shares are not. Had the Adviser Class, Class I and the Class Y-2 shares of the Funds (other than Class I shares of the Mercer Non-US Core Equity Fund and the Mercer Core Fixed Income Fund) been operational during the periods shown, the dividend distributions (if any) and investment performance of the Adviser Class, Class I and Class Y-2 shares (other than Class I shares of the Mercer Non-US Core Equity Fund and the Mercer Core Fixed Income Fund) would have been lower.

105

Mercer US Large Cap Equity Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 11.97     $ 7.35     $ 8.58     $ 10.85     $ 10.61  
Net investment income†     0.12       0.12       0.14       0.12       0.14  
Net realized and unrealized gain (loss) on investments     0.98        4.63       (1.00)       0.18       1.68  
                                         
Total from investment operations     1.10        4.75       (0.86)       0.30       1.82  
                                         
Less dividends and distributions:                                        
From net investment income     (0.10)       (0.13)       (0.05)       (0.14)       (0.16 )
From net realized capital gains on investments     (1.19)       -       (0.32)       (2.43)       (1.42 )
                                         
Total dividends and distributions     (1.29)       (0.13)       (0.37)       (2.57)       (1.58 )
                                         
Net asset value at end of year   $  11.78     $  11.97     $ 7.35     $ 8.58     $ 10.85  
                                         
Total investment return     8.62% (a)       64.71% (a)      (10.95)% (a)      4.81     17.26 %
                                         
Ratios/Supplemental Data:                                        
Net investment income to average net assets     0.96%        1.22%        1.53%       1.21  %     1.28 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.56%       0.57%       0.62%       0.63

%

    0.60 %
Net expenses to average daily net assets     0.30% (b)      0.30% (b)      0.33% (b)      0.63 %     0.60 %
Portfolio turnover rate      30%        43%       76% (c)      74 %     64 %
Net assets at end of year (in 000’s)   $ 1,472,778     $ 1,504,794     $ 882,215     $ 389,415     $ 512,558  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes the effects of management fee waivers.
(c) Portfolio turnover calculation does not include $769,614,365 of securities transferred into the Fund as part of in-kind contributions.
   
Computed using average shares outstanding throughout the year.
106

Mercer US Small/Mid Cap Equity Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 13.83     $ 7.71     $  10.13     $  12.29     $ 12.12  
Net investment income†     0.09       0.07        0.10        0.05       0.04  
Net realized and unrealized gain (loss) on investments     0.49       6.38        (2.20)        (0.23)       1.46  
                                         
Total from investment operations     0.58       6.45        (2.10)        (0.18)       1.50  
                                         
Less dividends and distributions:                                        
From net investment income     (0.09)       (0.07)       (0.06)       (0.05 )     (0.06 )
From net realized capital gains on investments     (2.52)       (0.26)       (0.26)       (1.93 )     (1.27 )
                                         
Total dividends and distributions     (2.61)       (0.33)       (0.32)       (1.98 )     (1.33 )
                                         
Net asset value at end of year   $ 11.80     $ 13.83     $  7.71     $  10.13     $ 12.29  
                                         
Total investment return     3.45% (a)      84.20% (a)       (21.65)% (a)       0.19 %     12.64 %
                                         
Ratios/Supplemental Data:                                        
                                         
Net investment income to average net assets     0.66%       0.68%        0.95%        0.47 %     0.31 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.92%       0.93%        0.97%        0.98 %     0.95 %
Net expenses to average daily net assets     0.46% (b)      0.46% (b)       0.49% (b)       0.98 %     0.95 %
Portfolio turnover rate     36%       59%        73% (c)       47 %     49 %
Net assets at end of year (in 000’s)   $ 1,774,299     $ 1,867,168     $  1,048,545     $  794,403     $ 907,944  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes the effects of management fee waivers.
(c) Portfolio turnover calculation does not include $550,516,305 of securities transferred into the Fund as part of in-kind contributions.
   
Computed using average shares outstanding throughout the year.
107

Mercer Non-US Core Equity Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 12.36     $ 8.46     $  9.87     $ 11.51     $ 10.44  
Net investment income†     0.30       0.19       0.25       0.22       0.19  
Net realized and unrealized gain (loss) on investments     (0.30)       4.14        (1.44)       (0.76)       1.75  
                                         
Total from investment operations           4.33       (1.19)       (0.54)       1.94  
                                         
Less dividends and distributions:                                        
From net investment income     (0.35)       (0.18)       (0.22)       (0.20 )     (0.23 )
From net realized capital gains on investments     (1.70)       (0.25)             (0.90 )     (0.64 )
                                         
Total dividends and distributions     (2.05)       (0.43)       (0.22)       (1.10 )     (0.87 )
                                         
Net asset value at end of year   $ 10.31     $ 12.36     $  8.46     $ 9.87     $ 11.51  
                                         
Total investment return     (1.07)% (a)     51.42% (a)      (12.55)% (a)     (4.00) %     18.80 %
                                         
Ratios/Supplemental Data:                                        
                                         
Net investment income to average net assets     2.42%       1.78%        2.45%       2.03 %     1.64 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.76%       0.76%        0.79%       0.79 %     0.79 %(b)
Net expenses to average daily net assets     0.39% (c)     0.39% (c)      0.42% (c)     0.79 %     0.79 %(b)
Portfolio turnover rate     57%       81%        74% (d)     81 %     81 %
Net assets at end of year (in 000’s)   $ 3,689,849     $ 3,828,810     $  2,673,838     $ 2,155,585     $ 2,159,299  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes interest expense that amounts to less than 0.01%.
(c) Includes the effects of management fee waivers.
(d) Portfolio turnover calculation does not include $395,102,338 of securities transferred into the Fund as part of in-kind contributions.
   
Computed using average shares outstanding throughout the year.
108

Mercer Non-US Core Equity Fund

 

Financial Highlights
(For a Class I share outstanding throughout the period)

 

                            Year ended
03/31/22
 
                                         
Net asset value at beginning of period                                   $ 12.99 (a)
Net investment income†                                     0.17  
Net realized and unrealized gain (loss) on investments                                     (0.82 )
                                         
Total from investment operations                                     (0.65 )
                                         
Less dividends and distributions:                                        
From net investment income                                     (0.33 )
From net realized capital gains on investments                                     (1.70 )
                                         
Total dividends and distributions                                     (2.03 )
                                         
Net asset value at end of period                                   $ 10.31  
                                         
Total investment return                                     (5.97) %**(b)
                                         
Ratios/Supplemental Data:                                        
                                         
Net investment income to average net assets                                     2.00 %*
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets                                     1.01 %*
Net expenses to average daily net assets                                     0.63 %(c)
Portfolio turnover rate                                     57 %
Net assets at end of year (in 000’s)                                   $ 2,971  

 

(a) The Class commenced operations on July 22, 2021.
(b) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the period shown.
(c) Includes the effects of management fee waivers.
Computed using average shares outstanding throughout the period.
* Annualized.
** Not annualized.
109

Mercer Emerging Markets Equity Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 11.47     $ 7.19     $ 9.05     $ 11.75     $ 9.77  
Net investment income†      0.19        0.14       0.19        0.17       0.18  
Net realized and unrealized gain (loss) on investments     (1.82)        4.29       (1.93)        (1.48)       2.05  
                                         
Total from investment operations     (1.63)        4.43       (1.74)        (1.31)       2.23  
                                         
Less dividends and distributions:                                        
From net investment income     (0.32)       (0.15)       (0.12)       (0.01 )     (0.25 )
From net realized capital gains on investments     (0.95)                   (1.38)        
                                         
Total dividends and distributions     (1.27)       (0.15)       (0.12)       (1.39 )     (0.25 )
                                         
Net asset value at end of year   $ 8.57     $  11.47     $ 7.19     $  9.05     $ 11.75  
                                         
Total investment return      (15.35)% (a)       61.78% (a)       (19.55)% (a)      (10.20) %     22.92 %
                                         
Ratios/Supplemental Data:                                        
Net investment income to average net assets      1.75%        1.47%       2.05%       1.66 1.62%       %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily
net assets
    0.87%        0.87%       0.91%       0.92 %(b)     0.95 %(b)
Net expenses to average daily net assets     0.47% (c)       0.48% (c)       0.53% (c)      0.92 %(b)     0.95 %(b)
Portfolio turnover rate     51%        106%       81% (d)      57 %     93 %
Net assets at end of year (in 000’s)   $  1,636,594     $  1,518,654     $ 943,024     $ 1,018,647     $ 1,116,127  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes interest expense that amounts to less than 0.01%.
(c) Includes the effects of management fee waivers.
(d) Portfolio turnover calculation does not include $10,686,440 of securities transferred into the Fund as part of in-kind contributions.
   
Computed using average shares outstanding throughout the year.
110

Mercer Global Low Volatility Equity Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 14.55     $ 11.23     $ 13.13     $  12.28     $ 12.62  
Net investment income†     0.18       0.19       0.24        0.18       0.18  
Net realized and unrealized gain (loss) on investments     1.32       3.75       (1.14)        0.67       1.39  
                                         
Total from investment operations     1.50       3.94       (0.90)        0.85       1.57  
                                         
Less dividends and distributions:                                        
From net investment income     (0.21)       (0.21)       (0.17)             (0.18 )
From net realized capital gains on investments     (1.66)       (0.41)       (0.83)             (1.73 )
                                         
Total dividends and distributions     (1.87)       (0.62)       (1.00)             (1.91 )
                                         
Net asset value at end of year   $ 14.18     $ 14.55     $ 11.23     $  13.13     $ 12.28  
                                         
Total investment return     9.95% (a)     35.29% (a)     (8.16)% (a)      6.92 %     12.47 %
                                         
Ratios/Supplemental Data:                                        
Net investment income to average net assets     1.18%       1.42%       1.75%        1.40 %     1.35 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.80%       0.80%       0.82%        0.83 %     0.80 %(b)
Net expenses to average daily net assets     0.31% (c)     0.30% (c)     0.31% (c)      0.83 %     0.80 %(b)
Portfolio turnover rate     59%       54%       38%        80 %     36 %
Net assets at end of year (in 000’s)   $ 1,398,343     $ 1,199,457     $ 1,038,720     $  955,878     $ 920,610  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes interest expense that amounts to less than 0.01%.
(c) Includes the effects of management fee waivers.
   
Computed using average shares outstanding throughout the year.
111

Mercer Core Fixed Income Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 10.46     $ 10.48     $ 10.00     $  9.90     $ 9.96  
Net investment income†     0.22       0.25       0.27       0.31       0.27  
                                         
Net realized and unrealized gain (loss) on investments     (0.62)       0.20       0.51       0.11       (0.09 )
                      0.78                  
Total from investment operations     (0.40)       0.45               0.42       0.18  
                                         
Less dividends and distributions:                                        
From net investment income     (0.22)       (0.25)       (0.30)       (0.32)       (0.24 )
From net realized capital gains on investments     (0.04)       (0.22)                    
                                         
Total dividends and distributions     (0.26)       (0.47)       (0.30)       (0.32)       (0.24 )
                                         
Net asset value at end of year   $ 9.80     $ 10.46     $ 10.48     $  10.00     $ 9.90  
                                         
Total investment return     (4.01)% (a)     4.23% (a)     7.81% (a)      4.37%       1.80 %
                                         
Ratios/Supplemental Data:                                        
Net investment income to average net assets     2.09%       2.33%       2.64%       3.17 %     2.71 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.39%       0.40%       0.45%       0.43 %     0.43 %
Net expenses to average daily net assets     0.16% (b)     0.15% (b)     0.19% (b)     0.43 %     0.43 %
Portfolio turnover rate     131% (c)     127% (c)     158% (c)     80 %(c)     113 %(c)
Net assets at end of year (in 000’s)   $ 1,371,901     $ 1,255,952     $ 950,017     $ 548,600     $ 857,947  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes the effects of management fee waivers.
(c) Includes TBA transactions; excluding these transactions the portfolio turnover rate would have been 96%, 100%, 139%, 74% and 81% for the years ended March 31, 2022, March 31, 2021, March 31, 2020, March 31, 2019 and March 31, 2018, respectively.
   
Computed using average shares outstanding throughout the year.
112

Mercer Core Fixed Income Fund

 

Financial Highlights
(For a Class I share outstanding throughout the period)

 

                            Year ended
03/31/22
 
                                         
Net asset value at beginning of period                                   $ 10.43 (a)
Net investment income†                                     0.03  
                                         
Net realized and unrealized loss on investments                                     (0.67 )
                                         
Total from investment operations                                     (0.64 )
                                         
Net asset value at end of period                                   $ 9.79  
                                         
Total investment return                                     (6.14) %**(b)
                                         
Ratios/Supplemental Data:                                        
                                         
Net investment income to average net assets                                     0.98 %*
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets                                     0.66 %*
Net expenses to average daily net assets                                     0.42 %*(c)
Portfolio turnover rate                                     131 %(d)
Net assets at end of year (in 000’s)                                   $ 94,756  

 

(a) The Class commenced operations on December 27, 2021.
(b) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the period shown.
(c) Includes the effects of management fee waivers.
(d) Includes TBA transactions; excluding these transaction the portfolio turnover rate would have been 96% for the period ended March 31, 2022.
Computed using average shares outstanding throughout the period.
* Annualized.
** Not annualized.
113

Mercer Opportunistic Fixed Income Fund

 

Financial Highlights
(For a Class Y-3 share outstanding throughout each year)

 

    Year ended
03/31/22
    Year ended
03/31/21
    Year ended
03/31/20
    Year ended
03/31/19
    Year ended
03/31/18
 
                                         
Net asset value at beginning of year   $ 9.58     $ 8.45     $  9.08     $  9.80     $ 9.31  
Net investment income†     0.42       0.46       0.44       0.43       0.53  
Net realized and unrealized gain (loss) on investments     (0.74)       1.00        (0.85)        (0.94)       0.33  
                                         
Total from investment operations     (0.32)       1.46        (0.41)        (0.51)       0.86  
                                         
Less dividends and distributions:                                        
From net investment income     (0.30)       (0.33)       (0.22)       (0.21)       (0.37 )
From net realized capital gains on investments     (0.03)                          
                                         
Total dividends and distributions     (0.33)       (0.33)       (0.22)       (0.21)       (0.37 )
                                         
Net asset value at end of year   $ 8.93     $ 9.58     $  8.45     $  9.08     $ 9.80  
                                         
Total investment return     (3.44)% (a)     17.12%        (4.72)% (a)      (5.15)%       9.42 %
                                         
Ratios/Supplemental Data:                                        
                                         
Net investment income to average net assets     4.35%       4.83%        4.74%        4.74%       5.49 %
                                         
Total expenses (before reductions and reimbursements/waivers) to average daily net assets     0.90%       0.87%       0.92%       0.92% (b)     0.92 %(b)
Net expenses to average daily net assets     0.45% (c)     0.45%       0.43% (c)     0.92% (b)     0.92 %(b)
Portfolio turnover rate     77%       117% (e)     148% (d)     243% (d)     72 %
Net assets at end of year (in 000’s)   $ 1,106,335     $ 854,159     $  966,298     $  812,580     $ 647,222  

 

(a) The total return would have been lower had certain expenses not been reduced or reimbursed/waived during the years shown.
(b) Includes interest expense that amounts to less than 0.01%.
(c) Includes the effects of management fee waivers.
(d) Includes TBA transactions; excluding these transactions the portfolio turnover rate would have remained the same for the year ended March 31, 2020 and 218% for the year ended March 31, 2019, respectively.
(e) Portfolio turnover calculation does not include $400,305,493 of securities transferred out of the Fund as part of in-kind redemptions.
   
Computed using average shares outstanding throughout the year.
114

If you want more information about the Funds, the following documents are available free upon request:

 

Annual/Semi-Annual Reports

 

Additional information about each Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

 

Mercer Funds

 

Mercer US Large Cap Equity Fund
Mercer US Small/Mid Cap Equity Fund
Mercer Non-US Core Equity Fund
Mercer Emerging Markets Equity Fund
Mercer Global Low Volatility Equity Fund
Mercer Core Fixed Income Fund
Mercer Opportunistic Fixed Income Fund

 

     

Statement of Additional Information (SAI)

 

The SAI provides more detailed information about the Funds and is incorporated by reference into this prospectus (i.e., it is legally considered a part of this prospectus).

  Prospectus
     
   
You may discuss your questions about the Funds by contacting the Adviser, your plan administrator or recordkeeper or your Service Agent. You may obtain free copies of the Funds’ annual and semi-annual reports and the SAI by contacting the Funds directly at 1-888-887-0619 or by visiting the Trust’s Web site, https://www.mercer.us/what-we-do/wealth-and-investments/delegated-solutions-us.html.   July 31, 2022
   
     
You may get copies of reports and other information about the Funds:    
     
•   For a fee, by electronic request at publicinfo@sec.gov; or    
     
•   Free from the EDGAR Database on the SEC’s Internet Web site at: http://www.sec.gov.    
     
Mercer Funds
Investment Company Act File No. 811-21732
   
115

Mercer Funds

 

STATEMENT OF ADDITIONAL INFORMATION

 

July 31, 2022

 

Mercer Funds (the “Trust”), is an open-end management investment company that currently offers shares in seven separate and distinct series, representing separate portfolios of investments (each individually referred to as a “Fund,” and collectively referred to as the “Funds”). Each Fund has its own investment objective. Each Fund offers interests in four classes of shares: Adviser Class, Class I, Class Y-2 and Class Y-3. The seven Funds and their respective ticker symbols are:

 

  Adviser Class   Class I   Class Y-2   Class Y-3
               
Mercer US Large Cap Equity Fund MLCDX   MLCSX   MLCYX   MLCGX
               
Mercer US Small/Mid Cap Equity Fund MSCJX   MSCQX   MSCWX   MSCGX
               
Mercer Non-US Core Equity Fund MNCDX   MNCSX   MNCYX   MNCEX
               
Mercer Emerging Markets Equity Fund MEMVX   MEMSX   MEMWX   MEMQX
               
Mercer Global Low Volatility Equity Fund MGLPX   MGLSX   MGLYX   MGLVX
               
Mercer Core Fixed Income Fund MCFVX   MCFQX   MCFWX   MCFIX
               
Mercer Opportunistic Fixed Income Fund MOFAX   MOFTX   MOFYX   MOFIX

 

Mercer Investments LLC (the “Adviser”), serves as the investment adviser of the Funds.

 

This Statement of Additional Information (“SAI”) is not a prospectus and should be read only in conjunction with the Funds’ current Prospectus, dated July 31, 2022. Portions of the Funds’ Annual Report to Shareholders and Semi-Annual Report to Shareholders are incorporated by reference into this SAI. A copy of the Annual Report to Shareholders, the Semi-Annual Report to Shareholders or a Prospectus may be obtained, without charge, by calling your plan administrator or recordkeeper or financial advisor or intermediary, or by calling the Trust toll free at 1-888-887-0619 or visiting the Trust’s website at https://www.mercer.us/what-we-do/wealth-and-investments/delegated-solutions-us.html. The Prospectus contains more complete information about the Funds. You should read it carefully before investing.

 

Table of Contents

 

  Page
GENERAL INFORMATION ABOUT THE TRUST 1
   
General Definitions 1
   
INVESTMENT STRATEGIES 2
   
ALL FUNDS 2
   
Borrowing 2
Cash and Short-Term Investments 2
Segregation of Assets 2
Convertible Securities 3
Loans of Portfolio Securities 4
Repurchase Agreements 4
Reverse Repurchase Agreements 4
Swaps 4
Futures 7
Security Options 8
Index Options 9
Special Risks of Options on Indices 10
Options on Futures 10
Warrants 10
Illiquid Investments 11
Rule 144A Securities 11
Investment Company Securities 11
Private Investment Funds (Mercer Global Low Volatility Equity Fund) 11
Exchange-Traded Funds (“ETFs”) 12
Substantial Ownership Positions (Mercer Global Low Volatility Equity Fund) 12
Master Limited Partnerships (Mercer Global Low Volatility Equity Fund) 12
Oil and Gas Investments 13
Issuer Location 13
Short Sales 13
When-Issued Securities 13
Participation Notes 13
Trust Preferred Securities (“TruPS”) 14
Foreign Securities 14
Emerging Markets Investments 15
China Region 15
Structured Products 16
Momentum Style Risk 17
Forward Foreign Currency Contracts 17
Non-Deliverable Forwards 17
Options on Foreign Currencies 17
   
EQUITY FUNDS 18
   
Equity Securities 18
Depositary Receipts 19
Real Estate Investment Trusts 19
Private Equity Investments in Public Equity 19
   
FIXED INCOME FUNDS 20
   
U.S. Government Obligations 20
Municipal Bonds 21
Eurodollar Securities 21
i
Variable- and Floating-Rate Debt Securities 21
Lower Rated Debt Securities 22
Inflation Protected Securities 23
Pay-In-Kind Bonds 24
Mortgage-Backed Securities, Mortgage Pass-Through Securities, and Collateralized Mortgage Obligations (“CMOs”) 24
Dollar Rolls 25
To-Be-Announced Securities 26
Other Mortgage-Backed Securities 26
Asset-Backed Securities 26
Equipment Trust Certificates 27
Zero Coupon and Delayed Interest Securities 27
   
RECENT MARKET DEVELOPMENTS 28
   
OTHER INVESTMENTS 29
   
INVESTMENT RESTRICTIONS 29
   
MANAGEMENT OF THE TRUST 30
   
TRUSTEES’ OWNERSHIP OF FUND SHARES 36
   
TRUSTEES’ COMPENSATION 37
   
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 37
   
INVESTMENT ADVISORY, PRINCIPAL UNDERWRITING, AND OTHER SERVICE ARRANGEMENTS 39
   
Investment Adviser 39
Subadvisers, Sub-Subadvisers and Portfolio Managers 41
Administrative, Accounting, and Custody Services 45
Shareholder Administrative Services Arrangements 46
Principal Underwriting Arrangements 47
Transfer Agency Services 47
Securities Lending 48
Independent Registered Public Accounting Firm 50
Legal Counsel 50
Codes of Ethics 50
Proxy Voting Policies 50
   
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS 50
   
Portfolio Turnover 52
Disclosure of Portfolio Holdings 53
   
CAPITAL STOCK AND OTHER SECURITIES 54
   
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION AND OTHER SERVICES 54
   
NET ASSET VALUE 54
   
TAXATION 55
   
Distributions 55
Taxes 55
   
FINANCIAL STATEMENTS 64
   
APPENDIX A — Corporate Debt Ratings A-1
APPENDIX B — Proxy Voting Policies B-1
APPENDIX C — Additional Information about the Funds’ Portfolio Managers C-1
ii

GENERAL INFORMATION ABOUT THE TRUST

 

The Trust is a Delaware statutory trust organized on March 11, 2005. The Trust currently offers shares in the following seven series, representing separate portfolios of investments: Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund, Mercer Global Low Volatility Equity Fund, Mercer Core Fixed Income Fund, and Mercer Opportunistic Fixed Income Fund.

 

Each Fund is currently authorized to offer four classes of shares: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares.

 

Each Fund is classified as “diversified” for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”). When initially formed, the Mercer Opportunistic Fixed Income Fund was sub-classified as non-diversified under the 1940 Act. However, due to the Mercer Opportunistic Fixed Income Fund’s principal investment strategy and investment process, the Mercer Opportunistic Fixed Income Fund has operated as a diversified fund. Therefore, the Mercer Opportunistic Fixed Income Fund will not operate as a non-diversified fund in the future without first obtaining shareholder approval or as otherwise may be allowed under the 1940 Act or the rules or interpretations thereof.

 

General Definitions

 

As used throughout this SAI, the following terms shall have the meanings listed:

 

“1933 Act” shall mean the Securities Act of 1933, as amended.

 

“1940 Act” shall mean the Investment Company Act of 1940, as amended.

 

“Administrator” shall mean State Street Bank and Trust Company (“State Street”), which serves as the Funds’ administrator.

 

“Adviser” shall mean Mercer Investments LLC, which serves as the Funds’ investment adviser.

 

“Board” shall mean the Board of Trustees of the Trust.

 

“CFTC” shall mean Commodity Futures Trading Commission.

 

“Code” shall mean the Internal Revenue Code of 1986, as amended.

 

“Custodian” shall mean State Street, which serves as the Funds’ custodian.

 

“Distributor” shall mean MGI Funds Distributors, LLC, which serves as the Trust’s principal underwriter.

 

“Equity Funds” shall mean the Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund, and the Mercer Global Low Volatility Equity Fund.

 

“Fixed Income Funds” shall mean the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund.

 

“Funds” shall mean the Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund, Mercer Global Low Volatility Equity Fund, Mercer Core Fixed Income Fund, and Mercer Opportunistic Fixed Income Fund.

 

“Moody’s” shall mean Moody’s Investors Service, Inc.

 

“SEC” shall mean the U.S. Securities and Exchange Commission.

 

“S&P” shall mean Standard & Poor’s Ratings Group.

1

“Subadviser” shall mean a subadviser to a Fund.

 

“Trust” shall mean the Mercer Funds, an open-end management investment company registered under the 1940 Act.

 

INVESTMENT STRATEGIES

 

In addition to the securities and financial instruments described in the Funds’ Prospectus, the Funds are authorized to employ certain other investment strategies and to invest in certain other types of securities and financial instruments, as described below. Not every Fund will utilize all of the investment strategies, or invest in all of the types of securities and financial instruments that are listed.

 

ALL FUNDS

 

Borrowing

 

A Fund may borrow money as a temporary measure for extraordinary purposes or to facilitate redemptions. A Fund also may borrow money for investment purposes. A Fund will not borrow money in excess of 33 1/3% of the value of its total assets. Any borrowing will be done from a bank with the required asset coverage of at least 300%. In the event that such asset coverage shall at any time fall below 300%, a Fund shall, within three days thereafter (not including Sundays or holidays), or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowings shall be at least 300%.

 

Cash and Short-Term Investments

 

A Fund may invest a portion of its assets in short-term debt securities (including repurchase agreements and reverse repurchase agreements) of corporations, the U.S. Government and its agencies and instrumentalities, and banks and finance companies.

 

A Fund may invest a portion of its assets in shares issued by money market mutual funds. A Fund also may invest in collective investment vehicles that are managed by an unaffiliated investment manager, pending investment of the Fund’s assets in portfolio securities. When unusual market conditions warrant, a Fund may make substantial temporary defensive investments in cash equivalents, up to a maximum of 100% of its net assets. Cash equivalent holdings may be in any currency (although such holdings may not constitute “cash or cash equivalents” for tax diversification purposes under the Code). When a Fund invests for temporary defensive purposes, such investments may affect the Fund’s ability to achieve its investment objective.

 

Segregation of Assets

 

In October 2020, the SEC adopted a final rule, Rule 18f-4, related to the use of derivatives, short sales, reverse repurchase agreements and certain other transactions by registered investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and cover transactions reflected in the Fund’s asset segregation and cover practices discussed below. Rule 18f-4, which became effective on February 19, 2021 with a compliance date of August 19, 2022, requires a Fund to trade derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to a value-at-risk (“VaR”) leverage limit, certain other derivatives risk management program and testing requirements and requirements related to reporting. These new requirements will apply unless a Fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4 (generally speaking, funds whose gross notional exposure to derivatives is less than 10% of its net assets). Under Rule 18f-4, if a Fund trades reverse repurchase agreements or similar financing transactions, it would need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage ratio. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether a Fund is a limited derivatives user, but for funds subject to the VaR testing, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as a derivatives transaction or not. These requirements may limit the ability of a Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of a Fund’s investments and cost of doing business, which could adversely affect investors.

 

Commencing on the Rule 18f-4 compliance date (August 19, 2022), the Mercer Core Fixed Income Fund and Mercer Opportunistic Fixed Income Fund will be subject to the requirements under Rule 18f-4 to adopt and implement a derivatives risk management program and comply with the VaR leverage limit. The Board has approved certain personnel of the Adviser to serve as the Derivatives Risk Manager under the Rule, who will be responsible for implementing the derivatives risk management program. Each of the Equity Funds will qualify as a “limited derivatives user” and will implement policies and procedures to manage derivatives risk and monitor its derivatives exposure to stay below the 10% threshold noted above.

2

Prior to the Rule 18f-4 compliance date, under current regulatory requirements, with respect to certain financial instruments that involve a Fund’s obligation to make future payments to third parties, including, but not limited to, reverse repurchase agreements, when-issued securities, written options, futures, forward contracts, swaps, dollar rolls or other derivative transactions, a Fund’s Adviser or Subadviser will either (a) cause the Fund to “cover” its obligations under such instruments by maintaining offsetting positions where permitted, or (b) direct the Fund’s custodian to earmark or segregate an appropriate amount of liquid assets on the books of the Fund or its custodian. Notwithstanding the foregoing, assets designated as segregated are not required to be physically segregated, but may be segregated by appropriate notation of the books of a Fund or on the books of a Fund’s custodian. Until the Rule 18f-4 compliance date, the Trust maintains Segregation and Offsetting Position Procedures that set forth the kinds of transactions that may be deemed to be offsetting transactions for purposes of (a) above, and the amount of liquid assets that would otherwise need to be segregated or earmarked in accordance with (b) above (“Segregated Assets”). The identification of Segregated Assets will not limit the Fund’s exposure to loss.

 

The Trust’s Segregation and Offsetting Position Procedures provide, consistent with current SEC staff positions, that for forward contracts and swap agreements that require cash settlement, as well as swap agreements that call for periodic netting between a Fund and its counterparty, the required coverage amount is the net amount due under the contract, as determined daily on a mark-to-market basis. For other kinds of futures, forward contracts and swap agreements, a Fund must segregate or earmark a larger amount of assets to cover its obligations. For example, when a Fund writes/sells credit default swaps, it must segregate liquid assets equal to the notional amount of the reference assets underlying the swap.

 

Under current regulations, for asset segregation purposes, physically settled futures contracts (and written options on such contracts) will be treated like cash settled futures contracts when a Fund has entered into a contractual arrangement with a third party futures commission merchant or other counterparty to offset a Fund’s exposure under the contract and, failing that, to assign its delivery obligation under the contract to the counterparty.

 

For purposes of calculating the amount of liquid assets that must be segregated or earmarked for a particular transaction, a Fund may deduct any initial and variation margin deposited with the relevant broker, where appropriate, but in the case of securities sold short, may not deduct the amount of any short sale proceeds.

 

As a general matter, liquid assets segregated or earmarked as cover for one position may not simultaneously be counted as cover for another position. However, in the case of a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than or equal to that of the put, a Fund may segregate or earmark the same liquid assets (other than the security or instrument underlying the straddle) for both the call and put options. In such cases, the Fund may segregate or earmark liquid assets equivalent to the daily marked to market price of the security or instrument underlying the straddle, and the amount, if any, by which the underlying security or instrument is below the strike price of the put.

 

In order to comply with the Segregation and Offsetting Position Procedures, a Fund may need to sell a portfolio security or exit a transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order for the Fund to be able to segregate or earmark the required amount of assets. If segregated assets decline in value, the Fund will need to segregate or earmark additional assets or reduce its position in the financial instruments. In addition, segregated or earmarked assets may not be available to satisfy redemptions or for other purposes, until the Fund’s obligations under the financial instruments have been satisfied. The Fund may not be able to promptly liquidate an unfavorable position and potentially could be required to continue to hold a position until the delivery date, regardless of changes in its value. Because the Fund’s cash that may otherwise be invested would be held uninvested or invested in other liquid assets so long as the position remains open, the Fund’s return could be diminished due to the opportunity losses of foregoing other potential investments.

 

 

Convertible Securities

 

Each Fund may invest in convertible securities that generally offer lower interest or dividend yields than non-convertible debt securities of similar quality. The value of convertible securities may reflect changes in the value of the underlying common stock. Convertible securities entail less credit risk than the issuer’s common stock because they rank senior to common stock. Convertible securities entitle the holder to exchange the securities for a specified number of shares of common stock, usually of the same company, at specified prices within a certain period of time and to receive interest or dividends until the holder elects to convert. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth at market value if converted into the underlying common stock). The market value of convertible securities tends to vary inversely with the level of interest rates: the value of the security declines as interest rates increase and increases as interest rates decline. Although under normal market conditions longer-term debt instruments have greater yields than do shorter-term debt instruments of similar quality, they are subject to greater price fluctuations. A convertible security may be subject to redemption at the option of the issuer at a price established in the instrument governing the convertible security.

3

The provisions of any convertible security determine its ranking in a company’s capital structure. In the case of subordinated convertible debentures, the holder’s claims on assets and earnings are subordinated to the claims of other creditors and are senior to the claims of preferred and common shareholders. In the case of preferred stock and convertible preferred stock, the holder’s claim on assets and earnings are subordinated to the claims of all creditors, but are senior to the claims of common shareholders. As a result of their ranking in a company’s capitalization, convertible securities that are rated by nationally recognized statistical rating organizations generally are rated below other obligations of the company, and many convertible securities either are rated below investment grade or are not rated. See “Lower Rated Debt Securities” in this SAI.

 

Loans of Portfolio Securities

 

A Fund may lend its portfolio securities to qualified broker-dealers and financial institutions pursuant to agreements, provided: (1) the loan is secured continuously by collateral marked-to-market daily and maintained in an amount at least equal to the current market value of the securities loaned; (2) the Fund may call the loan at any time and receive the securities loaned; (3) the Fund will receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed 33 1/3% of the total assets of the Fund. Collateral will consist of U.S. and non-U.S. securities, cash equivalents, or irrevocable letters of credit. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in collateral in the event of default or insolvency of a borrower of a Fund’s portfolio securities. A Fund may not retain voting rights on securities while they are on loan.

 

The Funds may participate in a securities lending program under which the Custodian is authorized to lend Fund portfolio securities to qualified institutional investors that post appropriate collateral. The Custodian receives a portion of the interest earned on any reinvested collateral.

 

Repurchase Agreements

 

When a Fund enters into a repurchase agreement, it purchases securities from a bank or broker-dealer, which simultaneously agrees to repurchase the securities at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. As a result, a repurchase agreement provides a fixed rate of return insulated from market fluctuations during the term of the agreement. The term of a repurchase agreement generally is short, possibly overnight or for a few days, although it may extend over a number of months from the date of delivery. Repurchase agreements are considered under the 1940 Act to be collateralized loans by a Fund to the seller secured by the securities transferred to the Fund. Repurchase agreements will be fully collateralized in accordance with the provisions of Rule 5b-3 under the 1940 Act. The collateral will be marked-to-market every business day so that the value of the collateral is at least equal to the value of the loan, including the accrued interest thereon, and the Subadviser will monitor the value of the collateral. A Fund may not enter into a repurchase agreement having more than seven days remaining to maturity if, as a result, such agreement, together with any other illiquid investments held by the Fund, would cause the Fund’s holdings of illiquid investments to exceed 15% of the value of the Fund’s net assets. If the seller should become bankrupt or default on its obligations to repurchase the securities, a Fund may experience delay or difficulties in exercising its rights to the securities held as collateral and might incur a loss if the value of the securities should decline. Certain repurchase agreements a Fund may enter into may or may not be subject to an automatic stay in bankruptcy proceedings. A Fund also may incur disposition costs in connection with liquidating the securities.

 

Reverse Repurchase Agreements

 

Reverse repurchase agreements involve sales of portfolio securities of a Fund to member banks of the Federal Reserve System or securities dealers believed to be creditworthy, concurrently with an agreement by the Fund to repurchase the same securities at a later date at a fixed price, which is generally equal to the original sales price plus interest. A Fund retains record ownership and the right to receive interest and principal payments on the portfolio securities involved. Under current regulatory requirements, in connection with each reverse repurchase agreement transaction, a Fund’s Adviser or Subadviser will earmark or direct the Custodian to designate cash, U.S. government securities, equity securities, and/or investment and non-investment grade debt securities as available to be Segregated Assets on the Fund’s records or the Custodian’s records in an amount equal to the Fund’s obligations under the transaction. See “Segregation of Assets” in this SAI.

 

A reverse repurchase agreement involves the risk that the market value of the securities retained by a Fund may decline below the price of the securities the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

 

Swaps

 

A Fund may engage in swaps, including, but not limited to, interest rate, currency, credit default, and index swaps, swap options (sometimes referred to as “swaptions”), and the purchase or sale of related caps, floors, collars, and other derivative instruments. A Fund

4

expects to enter into these transactions to preserve a return or spread on a particular investment or portion of the portfolio, to modify the portfolio’s duration, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

 

A swap option is a contract that gives a counterparty the right (but not the obligation), in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement, at some designated future time on specified terms. Each Fund may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, a Fund generally will incur a greater degree of risk when the Fund writes a swap option than the Fund will incur when it purchases a swap option. When a Fund purchases a swap option, the Fund’s risk of loss is limited to the amount of the premium the Fund has paid should it decide to let the swap option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option, the Fund will become obligated according to the terms of the underlying agreement.

 

Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to receive or pay interest (e.g., an exchange of fixed rate payments for floating rate payments) with respect to a notional amount of principal. Currency swaps involve the exchange of cash flows on a notional amount based on changes in the values of referenced currencies.

 

The purchase of an interest rate cap entitles the purchaser to receive payments on a notional principal amount from the party selling the cap to the extent that a specified index exceeds a predetermined interest rate or amount. The purchase of an interest rate floor entitles the purchaser to receive payments on a notional principal amount from the party selling the floor to the extent that a specified index falls below a predetermined interest rate or amount. An interest rate collar is a combination of a cap and a floor that preserves a certain return with a predetermined range of interest rates or values.

 

Swaps do not involve the delivery of securities or other underlying assets or principal, and are subject to counterparty risk. If the other party to a swap defaults and fails to consummate the transaction, a Fund’s risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. Under Internal Revenue Service rules, any nonperiodic payments received or due under the notional principal contract must be recognized over the term of the notional principal contract in a manner that reflects the economic substance of the contract. Certain standardized swaps, including certain U.S. dollar and non-U.S. dollar denominated interest rate and credit default index swaps, are subject to mandatory clearing, which interposes a central clearing house as the counterparty to each participant’s swap, and exchange-trading. Additional swap asset classes are expected to be subject to mandatory clearing and exchange-trading in the future. The counterparty risk for cleared derivatives is generally considered to be lower than for uncleared derivatives, but cleared contracts are not risk-free. Clearing may subject a Fund to increased costs or margin requirements. However, the CFTC and other applicable regulators have also adopted rules imposing certain margin requirements on uncleared swaps, which may result in a Fund and its counterparties posting higher amounts for uncleared swaps.

 

Whether a Fund’s use of swaps will be successful in achieving the Fund’s investment objective will depend on the Subadviser’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty. The Funds will enter into swap contracts only with counterparties that meet certain standards of creditworthiness.

 

If there is a default by the counterparty to an uncleared swap, a Fund will be limited to contractual remedies pursuant to the agreements related to the transaction. There is no assurance that a swap counterparty will be able to meet its obligations pursuant to a swap or that, in the event of a default, a Fund will succeed in pursuing contractual remedies. A Fund thus assumes the risk that it may be delayed in, or prevented from, obtaining payments owed to it pursuant to a swap. However, the amount at risk is, subject to some exceptions, generally only the net unrealized gain, if any, on the swap, not the entire notional amount. The Subadviser that enters into the swap will closely monitor, subject to the oversight of the Board, the creditworthiness of swap counterparties in order to minimize the counterparty risk of swaps.

 

Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. Because swaps may have terms of greater than seven days and often lack transferability and termination rights, they may be considered to be illiquid and subject to the limitation on investments in illiquid investments. The Trust has adopted procedures pursuant to which the Liquidity Risk Committee (discussed below), subject to oversight by the Adviser, will classify all Fund investments (including swaps and swap options) into one of four liquidity categories. To the extent that a swap is relatively less liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.

 

A Fund also may enter into credit default swaps. The credit default swaps may have as reference obligations one or more securities that are not currently held by a Fund. The protection “buyer” in a credit default swap agreement 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)

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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. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit event occurs, the Fund 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 Fund 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 Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

 

The spread of a credit default swap is the annual amount the protection buyer must pay the protection seller over the length of the contract, expressed as a percentage of the notional amount. When spreads rise, market perceived credit risk rises, and when spreads fall, market perceived credit risk falls. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. For credit default swaps on asset-backed securities and credit indices, the quoted market prices and resulting values, as well as the annual payment rates, serve as an indication of the current status of the payment/performance risk.

 

Credit default swaps involve greater risks than if a Fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk and credit risk; uncleared credit default swaps are subject to counterparty risk; and cleared credit default swaps are subject to clearing house credit risk. A Fund will enter into credit default swaps only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Fund’s obligations under a credit default swap will be accrued daily (offset against any amounts owing to the Fund).

 

Like most other investments, swaps are subject to the risk that the market value of the instrument will change in a way detrimental to a Fund’s interest. A Fund bears the risk that the Subadviser will not accurately forecast future market trends or the values of assets, reference rates, indices, or other economic factors in establishing swap positions for the Fund. If a Subadviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.

 

In response to turmoil in the financial markets and other market events from 2007 to 2009, federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted in July 2010. Among other things, the Dodd-Frank Act sets forth a regulatory framework for certain over-the-counter (“OTC”) derivatives, such as swaps, in which the Funds may invest. The Dodd-Frank Act requires certain swap transactions to be executed on registered exchanges or through swap execution facilities, cleared through a regulated clearinghouse, and publicly reported. In addition, many market participants who were not previously required to register are regulated as swap dealers or major swap participants, and are, or will be subject to certain minimum capital and margin requirements and business conduct standards.

 

The statutory requirements are being implemented primarily through rules and regulations adopted by the SEC and/or the CFTC. There is a prescribed phase-in period, and temporary exemptions from certain rules and regulations have been granted so that current trading practices will not be unduly disrupted during the transition period.

 

As discussed above, as of the date of this SAI, central clearing and exchange-trading are only required for trading certain instruments, although central clearing and exchange-trading for additional instruments is expected to be implemented by the CFTC until the majority of the swaps market is ultimately subject to both. In addition, uncleared swaps that are subject to regulatory collateral requirements could adversely affect a portfolio’s ability to enter into swaps in the OTC market. The establishment of a centralized exchange or market for cleared swap transactions may not result in swaps being easier to value or trade. However, swap dealers, major swap participants, and swap counterparties may experience other new and/or additional regulations, requirements, compliance burdens, and associated costs. The legislation and rules promulgated may exert a negative effect on a Fund’s ability to meet its investment objective, either through limits or requirements imposed on the Fund or its counterparties. Specifically, position limits imposed on a Fund or its counterparties may affect that Fund’s ability to invest in futures, options, and swaps in a manner consistent with the Fund’s investment objective and strategies. The requirements prescribed by the Dodd-Frank Act may increase the cost of a Fund’s investments and cost of doing business, which could adversely affect the ability of the Funds to buy or sell derivatives.

 

The Adviser has claimed, with respect to each Fund, an exclusion from the definition of the term “commodity pool operator” under CFTC Regulation 4.5, and the Adviser is exempt from registration as a “commodity trading adviser” with respect to the Funds.

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Accordingly, the Adviser is not subject to regulation as a commodity pool operator or commodity trading adviser with respect to the Funds. The Funds are also not subject to registration or regulation as commodity pool operators.

 

The terms of CFTC Regulation 4.5 require each Fund, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include futures, commodity options and swaps, which in turn include non-deliverable currency forwards. The Funds 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 or Funds’ reliance on these exclusions, the Funds’ investment strategies, Prospectus or SAI.

 

Generally, CFTC Regulation 4.5 requires each Fund 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 Fund’s positions in commodity interests may not exceed 5% of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Fund’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 Fund’s portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, a Fund may not be marketed as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. If, in the future, a Fund can no longer satisfy these requirements, the Adviser would be subject to regulation as a commodity pool operator with respect to the Fund. In that case, the Adviser and the Fund would need to comply with all applicable CFTC disclosure, reporting, operational, and other regulations, which could increase Fund expenses.

 

Futures

 

A Fund may enter into contracts for the purchase or sale for future delivery of securities, indices, and foreign currencies.

 

A purchase of a futures contract means the acquisition of a contractual right to obtain delivery to a Fund of the securities or foreign currency called for by the contract at a specified price during a specified future month. When a futures contract is sold, a Fund incurs a contractual obligation to deliver the securities or foreign currency underlying the contract at a specified price on a specified date.

 

When a Fund enters into a futures transaction, it must deliver to the futures commission merchant selected by the Fund an amount referred to as “initial margin.” This amount is maintained by the futures commission merchant in a segregated account at the futures commission merchant. Thereafter, a “variation margin” may be paid by the Fund to, or drawn by the Fund from, such account in accordance with controls set for such accounts, depending upon changes in the price of the underlying securities or currencies subject to the futures contract.

 

A Fund may enter into futures transactions on domestic exchanges and, to the extent such transactions have been approved by the CFTC for sale to customers in the United States, on foreign exchanges. In addition, a Fund may sell stock index futures in anticipation of, or during, a market decline to attempt to offset the decrease in the market value of the Fund’s common stocks that might otherwise result, and a Fund may purchase such contracts in order to offset increases in the cost of common stocks that it intends to purchase. Unlike other futures contracts, a stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract.

 

While futures contracts generally provide for the delivery of the underlying, deliveries usually do not occur. Contracts are generally terminated by entering into offsetting transactions.

 

A Fund may enter into futures contracts to protect against the adverse effects of fluctuations in security prices, interest, or foreign exchange rates without actually buying or selling the securities or foreign currency. For example, if interest rates are expected to increase, a Fund might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the debt securities owned by the Fund. If interest rates did increase, the value of the debt securities in the Fund’s portfolio would decline, but the value of the futures contracts to the Fund would increase at approximately the same rate, thereby keeping the net asset value of the Fund from declining as much as it otherwise would have. Similarly, when it is expected that interest rates may decline, futures contracts may be purchased to hedge in anticipation of subsequent purchases of securities at higher prices. A Fund also may enter into futures contracts as a low cost method for gaining or reducing exposure to a particular currency or securities market without directly investing in those currencies or securities.

 

To the extent that market prices move in an unexpected direction, a Fund may not achieve the anticipated benefits of futures contracts, or may realize a loss. For example, if a Fund is hedged against the possibility of an increase in interest rates that would adversely affect the price of securities held in its portfolio and interest rates decrease instead, the Fund would lose part or all of the benefit of the increased value that the Fund has because it would have offsetting losses in its futures position. In addition, in such situations, if the Fund has insufficient cash, the Fund may be required to sell securities from its portfolio to meet daily variation margin requirements. Such sales

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of securities may, but will not necessarily, be at increased prices that reflect the rising market. A Fund may be required to sell securities at a time when it may be disadvantageous to do so.

 

Security Options

 

A Fund may purchase and write call or put options on foreign or U.S. securities and indices and enter into related closing transactions. A Fund also may purchase exchange-listed call options on particular market segment indices to achieve temporary exposure to a specific industry.

 

A Fund may invest in options that either are listed on U.S. or recognized foreign exchanges or traded over-the-counter. Certain over-the-counter options may be illiquid. Thus, it may not be possible to close options positions and this may have an adverse impact on a Fund’s ability to effectively hedge its securities. A Fund will only invest in such options to the extent consistent with the 15% limitation on illiquid investments (discussed below).

 

Purchasing Call Options—A Fund may purchase call options on securities. When a Fund purchases a call option, in return for a premium paid by the Fund to the writer of the option, the Fund obtains the right to buy the security underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option, who receives the premium upon writing the option, has the obligation, upon exercise of the option, to deliver the underlying security against payment of the exercise price. The advantage of purchasing call options is that a Fund may alter its portfolio characteristics and modify its portfolio maturities without incurring the cost associated with transactions in the underlying.

 

A Fund may, following the purchase of a call option, liquidate its position by effecting a closing sale transaction. This is accomplished by selling an option of the same series as the option previously purchased. The Fund will realize a profit from a closing sale transaction if the price received on the transaction is more than the premium paid to purchase the original call option; the Fund will realize a loss from a closing sale transaction if the price received on the transaction is less than the premium paid to purchase the original call option.

 

Although a Fund generally will purchase only those call options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options, no secondary market on an exchange may exist. In such event, it may not be possible to effect closing transactions in particular options, with the result that the Fund would have to exercise its options in order to realize any profit and would incur brokerage commissions upon the exercise of such options and upon the subsequent disposition of the underlying securities acquired through the exercise of such options. Further, unless the price of the underlying security changes sufficiently, a call option purchased by a Fund may expire without any value to the Fund, in which event the Fund would realize a capital loss, which will be short-term unless the option was held for more than one year.

 

Covered Call Writing—A Fund may write covered call options from time to time on such portions of its portfolio, without limit, as the Adviser and/or the Subadviser determines is appropriate in seeking to achieve the Fund’s investment objective. The advantage to a Fund of writing covered calls is that the Fund receives a premium, which is additional income. However, if the security rises in value, the Fund may not fully participate in the market appreciation.

 

During the option period for a covered call option, the writer may be assigned an exercise notice by the broker-dealer through which such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option or upon entering a closing purchase transaction. A closing purchase transaction, in which a Fund, as writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written, cannot be effected once the option writer has received an exercise notice for such option.

 

Closing purchase transactions ordinarily will be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security, or to enable a Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. A Fund may realize a net gain or loss from a closing purchase transaction, depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss also may be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security.

 

If a call option expires unexercised, a Fund will realize a short-term capital gain in the amount of the premium on the option, less the commission paid. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security equal to the difference between the cost of the underlying security and the proceeds of the sale of the security, plus the amount of the premium on the option less the commission paid.

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A Fund will write call options only on a covered basis, except that a Fund may write a call option on U.S. Treasury futures without owning the underlying U.S. Treasury futures, provided that the Fund segregates liquid assets consistent with the Fund’s Segregation and Offsetting Position Procedures. A call option written by a Fund is “covered” if the Fund owns the instrument underlying the written call option (or a portfolio of stocks substantially replicating the movement of the index in the case of index options) or has an absolute and immediate right to acquire the instrument underlying the written call option without additional cash consideration upon conversion or exchange of other securities held by the Fund. A call option is also deemed to be covered if the Fund holds a call option on the underlying instrument with a strike price (1) equal to or less than the strike price of the written call option; or (2) greater than the strike price of the written call option, provided the difference between the strike prices (times the appropriate multiplier for that option) is maintained by the Fund in Segregated Assets.

 

Purchasing Put Options—A Fund also may purchase put options. A Fund will, at all times during which it holds a put option, own the security or instrument covered by such option, except that a Fund may purchase a put option on U.S. Treasury futures without owning the underlying U.S. Treasury futures, provided that the Fund segregates liquid assets consistent with the Fund’s Segregation and Offsetting Position Procedures.

 

A put option purchased by a Fund gives it the right to sell one of its securities for an agreed price up to an agreed date. Each Fund intends to purchase put options, at the discretion of the Adviser and/or the Subadviser, in order to protect against declines in the market values of the underlying securities below the exercise prices less the premiums paid for the options (“protective puts”). The ability to purchase put options will allow a Fund to protect unrealized gains in an appreciated security in its portfolio without actually selling the security. If the security does not drop in value, a Fund will lose the value of the premium paid. A Fund may sell a put option that it has previously purchased prior to the sale of the securities underlying such option. Such sale will result in a net gain or loss, depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option that is sold.

 

A Fund may sell a put option purchased on individual portfolio securities. Additionally, a Fund may enter into closing sale transactions. A closing sale transaction is one in which a Fund, when it is the holder of an outstanding option, liquidates the Fund’s position by selling an option of the same series as the option previously purchased.

 

Writing Put Options—A Fund also may write put options on a secured basis, which means that the Custodian will maintain a Fund’s Segregated Assets in certain specified amounts consistent with the Funds’ Segregation and Offsetting Position Procedures. The amount of Segregated Assets will be adjusted on a daily basis to reflect changes in the market prices of the securities covered by the put option written by the Fund. Secured put options generally will be written in circumstances where the Adviser and/or the Subadviser wishes to purchase the underlying security for a Fund’s portfolio at a price lower than the current market price of the security. In such event, a Fund would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price the Fund is willing to pay.

 

The Funds’ procedures also set forth a method by which a Fund would cover written put options by selling short the underlying security at a price equal to or greater than the strike price of the written put option, holding a put option on the underlying security with a strike price equal to or greater than the strike price of the written put option, or holding a put option on the underlying security with a strike price less than the strike price of the written put option, provided the difference between the strike prices (times the appropriate multiplier for that option) is maintained by the Fund’s Custodian in segregated assets.

 

Following the writing of a put option, a Fund may wish to terminate the obligation to buy the security underlying the option by effecting a closing purchase transaction. This is accomplished by buying an option of the same series as the option previously written. A Fund may not, however, effect such a closing transaction after the Fund has been notified of the exercise of the option.

 

Index Options

 

A Fund may purchase exchange-listed call options on stock and fixed income indices, and sell such options in closing sale transactions for hedging purposes. A Fund also may purchase call options on indices primarily as a substitute for taking positions in certain securities or a particular market segment. A Fund also may purchase call options on an index to protect against increases in the price of securities underlying that index that the Fund intends to purchase, pending its ability to invest in such securities.

 

In addition, a Fund may purchase put options on stock and fixed income indices, and sell such options in closing sale transactions. A Fund may purchase put options on broad market indices in order to protect its fully invested portfolio from a general market decline. Put options on market segments may be bought to protect a Fund from a decline in value of heavily weighted industries in the Fund’s portfolio. Put options on stock and fixed income indices also may be used to protect a Fund’s investments in the case of one or more major redemptions.

 

A Fund also may write (sell) put and call options on stock and fixed income indices.

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Options on indices are similar to regular options except that an option on an index gives the holder the right, upon exercise, to receive an amount of cash if the closing level of the index upon which the option is based is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in U.S. dollars times a specified multiplier (the “multiplier”). The indices on which options are traded include both U.S. and non-U.S. markets.

 

Special Risks of Options on Indices

 

A Fund’s purchase of options on indices will subject it to the risks described below.

 

Because the value of an index option depends upon movements in the level of the index, rather than the price of a particular security, whether a Fund will realize a gain or loss on the purchase of an option on an index depends upon movements in the level of prices in the market generally or in an industry or market segment, rather than movements in the price of a particular security. Accordingly, successful use by a Fund of options on indices is subject to the Adviser’s and/or the Subadviser’s ability to predict correctly the direction of movements in the market generally or in a particular industry or market segment. This requires different skills and techniques than predicting changes in the prices of individual securities.

 

Index prices may be distorted if trading of a substantial number of securities included in the index is interrupted, causing the trading of options on that index to be halted. If a trading halt occurred, a Fund would not be able to close out options that it had purchased and the Fund may incur losses if the underlying index moved adversely before trading resumed. If a trading halt occurred and restrictions prohibiting the exercise of options were imposed through the close of trading on the last day before expiration, exercises on that day would be settled on the basis of a closing index value that may not reflect current price information for securities representing a substantial portion of the value of the index.

 

If a Fund holds an index option and exercises it before final determination of the closing index value for that day, the Fund runs the risk that the level of the underlying index may change before closing. If such a change causes the exercised option to fall “out-of-the-money,” a Fund will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer. Although a Fund may be able to minimize this risk by withholding exercise instructions until just before the daily cutoff time or by selling rather than exercising the option when the index level is close to the exercise price, it may not be possible to eliminate this risk entirely because the cutoff times for index options may be earlier than those fixed for other types of options and may occur before definitive closing index values are announced.

 

Options on Futures

 

A Fund may purchase and write call and put futures options. Futures options possess many of the same characteristics as options on securities and indices (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

 

To cover written put and call options on futures, the Custodian may maintain a Fund’s Segregated Assets in certain specified amounts consistent with the Funds’ Segregation and Offsetting Position Procedures. The Funds’ procedures also set forth methods by which a Fund could cover written put options by holding a put option permitting it to sell the same futures contract where the strike price of the put held is equal to or greater than the strike price of the put written or by holding a put option permitting it to sell the same futures contract where the strike price of the put held is less than the strike price of the put written, provided the difference is maintained by the Fund in Segregated Assets.

 

A written call option is also deemed to be covered if a Fund holds a call option on the same futures contract where the strike price of the call held is (1) equal to or less than the strike price of the call option written by the Fund or (2) greater than the strike price of call option written by the Fund, provided Segregated Assets are maintained in an amount at least equal to the difference between the strike prices of the call held and the call written by the Fund.

 

Warrants

 

Warrants essentially are options to purchase equity securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Investments in warrants involve certain risks, including the possible lack of a liquid market for the resale of the warrants, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach a level at which the warrant can be prudently exercised (in which case the warrant may expire without being exercised, resulting in the loss of a Fund’s entire investment therein).

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Illiquid Investments

 

A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. An “illiquid investment” is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

 

The Trust has in place a Liquidity Risk Management Program (“LRMP”), pursuant to which the Funds identify illiquid investments. Under the LRMP, the Adviser has been designated to administer the LRMP and has delegated certain responsibilities to the Liquidity Risk Committee (“LRC”). The LRC is comprised of such Adviser officers and employees as may be designated from time to time by Adviser management, including representatives from the Adviser’s Operations and Investments Departments.

 

The LRC classifies all portfolio holdings of each Fund at least monthly into one of four liquidity classifications pursuant to the procedure set forth in the Trust’s LRMP. The liquidity classifications, which are defined in Rule 22e-4 under the 1940 Act, are: (i) highly liquid; (ii) moderately liquid; (iii) less liquid; and (iv) illiquid investments. In determining these classifications, the LRC considers relevant market, trading, and investment-specific considerations for a particular investment. Moreover, in making such classification determinations, a Fund must determine whether trading varying portions of a position in a particular portfolio investment or asset class, in sizes that the Fund would reasonably anticipate trading, is reasonably expected to significantly affect its liquidity, and if so, the Fund must take this determination into account when classifying the liquidity of that investment. In addition, the LRC may also consider the following factors, among others, in its determination: (i) the existence of an active market, including exchange listing and the number, diversity, and quality of market participants; (ii) frequency of trades or quotes and average daily trading volume; (iii) volatility of trading prices; (iv) bid-ask spreads; (v) whether the asset has a relatively standardized and simple structure; (vi) the maturity and date of issue (as applicable); and (vii) any restrictions on trading or limitations on transfer.

 

Rule 144A Securities

 

A Fund may invest in securities that are exempt under Rule 144A from the registration requirements of the 1933 Act. Those securities purchased under Rule 144A are traded among qualified institutional buyers.

 

Investing in securities under Rule 144A could have the effect of increasing the level of a Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the Subadviser might wish to sell.

 

The lack of an established secondary market may make it more difficult to value illiquid investments, requiring a Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that Fund could realize upon disposition. If institutional trading in restricted securities were to decline to limited levels, the liquidity of a Fund could be adversely affected.

 

Investment Company Securities

 

Securities of other investment companies may be acquired by a Fund to the extent that such purchases are consistent with the Fund’s investment objective and restrictions and are permitted under the 1940 Act and the rules, regulations, and exemptive orders thereunder. The 1940 Act requires that, as determined immediately after a purchase is made, (i) not more than 5% of the value of a Fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% of the value of a Fund’s total assets will be invested in securities of investment companies as a group, and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by a Fund. Certain exceptions to these limitations may apply. As a shareholder of another investment company, a Fund would bear, along with the investment company’s other shareholders, the Fund’s pro rata portion of the investment company’s expenses, including advisory fees. These expenses would be in addition to the expenses that the Fund would bear in connection with its own operations.

 

 

The Funds may invest in investment companies in excess of statutory limits imposed by the 1940 Act in reliance on Rule 12d1-4 under the 1940 Act. These investments would be subject to the applicable conditions of Rule 12d1-4, which in part would affect or otherwise impose certain limits on the investments and operations of the underlying investment company (notably such fund’s ability to invest in other investment companies and certain structured finance vehicles).

 

Private Investment Funds (Mercer Global Low Volatility Equity Fund)

 

The Fund may invest to a limited extent in private investment funds. Such funds are not registered under the Investment Company Act and are therefore not subject to the extensive regulatory requirements it imposes. Investments in private funds may be highly speculative and volatile. Private investment funds typically do not disclose the contents of their portfolios, which may make it difficult for the Funds

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to independently verify the value of an investment in a private investment fund. In addition, the Fund may not be able to withdraw an investment in a private investment fund except at certain designated times, presenting the risk that the Fund would not be able to withdraw from a private investment fund as soon as desired, especially during periods of volatility in markets in which such a private investment fund invests. Investments in private investment funds may be subject the Fund’s limitations on investments in “illiquid investments.”

 

Exchange-Traded Funds (“ETFs”)

 

Subject to the limitations on investment in investment company securities and a Fund’s own investment objective, a Fund may invest in ETFs. An ETF is an investment company that generally trades on the New York Stock Exchange or another exchange and is designed to track or replicate a desired index, such as a sector, market, or global segment. ETFs may be passively managed or actively managed. An actively managed ETF is subject to management risk and may not achieve its objective if the ETF manager’s expectations regarding particular securities or markets are not met.

 

ETFs are subject to the risks of an investment in a broadly based portfolio of securities. These securities generally bear certain operational expenses. To the extent that a Fund invests in ETFs, the Fund must bear these expenses in addition to the expenses of its own operation.

 

Most ETF shares are sold initially in the primary market in units of 50,000 or more (“creation units”). A creation unit represents a bundle of securities (or other assets) that replicates, or is a representative sample of, the ETF’s holdings and that is deposited with the ETF. Once owned, the individual shares comprising each creation unit are traded on an exchange in secondary market transactions for cash.

 

The combination of primary and secondary markets permits ETF shares to be traded throughout the day close to the value of the ETF’s underlying holdings. A Fund would purchase and sell individual shares of ETFs in the secondary market. These secondary market transactions require the payment of commissions.

 

ETF shares are subject to the same risks as investment companies, as described above. Furthermore, there may be times when the exchange halts trading, in which case a Fund owning ETF shares would be unable to sell them until trading is resumed. Because ETFs often invest in a portfolio of common stocks and “track” a designated index, an overall decline in stocks comprising an ETF’s benchmark index could have a greater impact on the ETF and investors than might be the case in an investment company that does not seek to track an index. Losses could also occur if the ETF is unable to replicate the performance of the chosen benchmark index. ETFs tracking the return of a particular commodity (e.g., gold or oil) are exposed to the volatility and other financial risks relating to commodities investments. In addition, ETFs may trade at a discount from their net asset value which may increase investor risk. This risk may be greater for investors expecting to sell their shares in a relatively short period of time.

 

Other risks associated with ETFs include the possibility that: (i) an ETF’s distributions may decline if the issuers of the ETF’s portfolio securities fail to continue to pay dividends; and (ii) under certain circumstances, an ETF could be terminated. Should termination occur, the ETF could have to liquidate its portfolio when the prices for those assets are falling. In addition, inadequate or irregularly provided information about an ETF or its investments could expose investors in ETFs to unknown risks.

 

Substantial Ownership Positions (Mercer Global Low Volatility Equity Fund)

 

The Fund may accumulate substantial positions in the securities or even gain control of individual companies. At times, the Fund also may seek the right to designate one or more persons to serve on the boards of directors of companies in which they invest. The designation of directors and any other exercise of management or control could expose the assets of the Fund to claims by the underlying company, its security holders and its creditors. Under these circumstances, the Fund might be named as a defendant in a lawsuit or regulatory action, which may affect the value of the Fund’s shares.

 

Master Limited Partnerships (Mercer Global Low Volatility Equity Fund)

 

The Fund may invest in Master Limited Partnerships (“MLPs”). An MLP is a public limited partnership. MLPs often own several properties or businesses (or directly own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments. However, MLP interests may be relatively less liquid than conventional publicly traded securities. The risks of investing in an MLP are similar to those of investing in a partnership and include more flexible governance structures, which could result in less protection for the MLP investor than investors in a corporation. Investors in an MLP would normally not be liable for the debts of the MLP beyond the amount that the investor has contributed but investors may not be shielded to the same extent that a shareholder of a corporation would be.

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While most MLPs are currently subject to U.S. federal tax as partnerships, a change in current tax law, or a change in the underlying business of a given MLP could result in the MLP being treated as a corporation for U.S. federal tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. Such treatment also would have the effect of reducing the amount of cash available for distribution by the affected MLP. Thus, if any MLP owned by the Fund were treated as a corporation for U.S. federal tax purposes, such treatment could result in a reduction in the value of the Fund’s investment in such MLP.

 

Oil and Gas Investments

 

A Fund may invest in oil and gas related assets, including oil royalty trusts that are traded on national securities exchanges (but subject to limits on purchasing and selling physical commodities as set out in the Fund’s fundamental investment restrictions). Oil royalty trusts are income trusts that own or control oil and gas operating companies. Oil royalty trusts pay out substantially all of the cash flow they receive from the production and sale of underlying crude oil and natural gas reserves to shareholders (unit holders) in the form of monthly dividends (distributions). As a result of distributing the bulk of their cash flow to unit holders, royalty trusts are effectively precluded from internally originating new oil and gas prospects. Therefore, these royalty trusts typically grow through acquisition of producing companies or those with proven reserves of oil and gas, funded through the issuance of additional equity or, where the trust is able, additional debt. Consequently, oil royalty trusts are considered less exposed to the uncertainties faced by a traditional exploration and production corporation. However, they are still exposed to commodity risk and reserve risk, as well as operating risk.

 

Issuer Location

 

A Fund considers a number of factors to determine whether an investment is tied to a particular country, including whether: the issuer is organized under the laws of, or maintain their principal places of business in, a particular country; the investment has its principal trading market in a particular country; the investment is issued or guaranteed by the government of a particular country, any of the government’s agencies, political subdivisions, or instrumentalities, or the central bank of such country; the investment is denominated in the currency issued by a particular country; the issuer derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in a particular country or have at least 50% of their assets in a particular country; the investment is included in an index representative of a particular country or region; and the investment is exposed to the economic fortunes and risks of a particular country.

 

Short Sales

 

A Fund may from time to time sell securities short. In the event that a Subadviser anticipates that the price of a security will decline, the Fund may sell the security short and borrow the same security from a broker or other institution to complete the sale. A Fund will incur a profit or a loss, depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. All short sales will be fully collateralized. Short sales represent an aggressive trading practice with a high risk/return potential, and short sales involve special considerations. Risks of short sales include the risk that possible losses from short sales may be unlimited (e.g., if the price of a stock sold short rises), whereas losses from direct purchases of securities are limited to the total amount invested, and a Fund may be unable to replace a borrowed security sold short. Regulatory authorities in the United States or other countries may prohibit or restrict the ability of a Fund to fully implement its short selling strategy, either generally or with respect to certain industries or countries, which may impact the Fund’s ability to fully implement its investment strategies.

 

When-Issued Securities

 

 

A Fund may purchase securities offered on a “when-issued” or “forward delivery” basis. When so offered, the price, which is generally expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued or forward delivery securities take place at a later date. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest on the when-issued or forward delivery security accrues to the purchaser. While when-issued or forward delivery securities may be sold prior to the settlement date, it is intended that a Fund will purchase such securities with the purpose of actually acquiring them unless a sale appears desirable for investment reasons. At the time a Fund makes the commitment to purchase a security on a when-issued or forward delivery basis, the Fund will record the transaction and reflect the value of the security in determining its net asset value. The market value of a when-issued or forward delivery security may be more or less than the purchase price. The Trust and the Adviser do not believe that a Fund’s net asset value or income will be adversely affected by its purchase of securities on a when-issued or forward delivery basis.

 

 

Participation Notes

 

A Fund may invest in participation notes. Participation notes are unsecured, bearer securities typically issued by financial institutions, the return of which generally is linked to the performance of the underlying listed shares of a company in an emerging market (for

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example, the shares in a company incorporated in India and listed on the Bombay Stock Exchange). Participation notes are often used to gain exposure to securities of companies in markets that restrict foreign ownership of local companies.

 

The terms of participation notes vary widely. Investors in participation notes do not have or receive any rights relating to the underlying shares, and the issuers of the notes may not be obligated to hold any shares in the underlying companies. Participation notes are not currently regulated by the governments of the countries upon which securities the notes are based.

 

These instruments, issued by brokers with global registration, bear counterparty risk and may bear additional liquidity risk.

 

Trust Preferred Securities (“TruPS”)

 

A Fund may invest in TruPS. TruPS are cumulative preferred stock, typically issued by banks and other financial institutions, the return of which generally is linked to the interest and/or principal payments of underlying subordinated debt, which typically has an initial maturity of at least 30 years and may be redeemed by the issuer after five years at a premium. Dividends are paid quarterly or semi-annually and may be deferred for at least five years without creating an event of default or acceleration. The Federal Reserve permits up to 25% of a bank holding company’s tier 1 capital to be in this form of security. As a result of the tax deductibility and treatment as tier 1 capital, TruPS have characteristics of both debt and equity.

 

Foreign Securities

 

Investors should recognize that investing in foreign issuers involves certain considerations, including those set forth in the Funds’ Prospectus, which are not typically associated with investing in U.S. issuers. Since the securities of foreign companies are frequently denominated in foreign currencies, and since the Funds may temporarily hold uninvested reserves in bank deposits in foreign currencies, the Funds will be affected favorably or unfavorably by changes in currency rates and in exchange control regulations or the imposition of trade sanctions and may incur costs in connection with conversions between various currencies. The investment policies of the Funds permit them to enter into forward foreign currency exchange contracts, futures, options, and interest rate swaps in order to hedge portfolio holdings and commitments against changes in the level of future currency rates. To the extent a Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund’s performance may be adversely affected by the economic, political, and social conditions in those countries and the Fund may be subject to increased price volatility. Several European Union (“EU”) countries, including Greece, Ireland, Italy, Spain and Portugal, have faced budget issues, some of which may have negative long-term effects for the economies of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among EMU member countries. Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the EMU. These requirements can severely limit the ability of EMU member countries to implement monetary policy to address regional economic conditions.

 

In a 2016 referendum, citizens of the United Kingdom (“UK”) voted to withdraw from the EU (commonly referred to as “Brexit”), which caused significant volatility in global financial markets. On January 31, 2020, the UK officially withdrew from the EU and the two sides entered into a transition period, during which EU law continued to apply in the UK. The transition period ended on December 31, 2020. On December 30, 2020, the UK and EU agreed on a trade and cooperation agreement (the “TCA”), which was subsequently ratified by the parties. The TCA covers the general objectives and framework of the relationship between the UK and the EU. Notwithstanding the TCA, there is significant uncertainty regarding the final consequences of Brexit. During this period of uncertainty, the UK and European economies and the broader global economy may experience increased volatility and illiquidity, and companies that conduct a significant amount of business in the UK or Europe may experience lower revenue and/or profit growth, all of which may adversely affect the value of a Fund’s investments. Brexit may also cause additional member states to contemplate departing the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets.

 

International trade tensions may arise from time to time which could result in trade tariffs, embargos or other restrictions or limitations on trade. The imposition of any actions on trade could trigger a significant reduction in international trade, an oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies or industries which could have a negative impact on a Fund’s performance. Events such as these are difficult to predict and may or may not occur in the future.

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Emerging Markets Investments

 

A Fund, subject to its investment strategies and policies, may invest in emerging markets investments, which have exposure to the risks discussed above relating to foreign instruments more generally, as well as certain additional risks. A high proportion of the shares of many issuers in emerging market countries may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment. The prices at which investments may be acquired may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by a Fund in particular securities. In addition, emerging market investments are susceptible to being influenced by large investors trading significant blocks of securities.

 

Emerging market stock markets continue to undergo growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations. The securities industries in these countries are comparatively underdeveloped. Stockbrokers and other intermediaries in the emerging markets may not perform as well as their counterparts in the United States and other more developed securities markets. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Emerging market debt securities may be more volatile, relatively less liquid and more difficult to value than debt securities economically tied to developed foreign countries. If a Fund’s investments need to be liquidated quickly, the Fund could sustain significant transaction costs. Further, investing in emerging market debt securities may present a greater risk of loss resulting from problems in security registration and custody or substantial economic, social, or political disruptions. In addition, rising interest rates, combined with widening credit spreads, could negatively impact the value of emerging market debt and increase funding costs for foreign issuers. In such a scenario, foreign issuers might not be able to service their debt obligations, the market for emerging market debt could suffer from reduced liquidity, and any investing Funds could lose money. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.

 

Emerging market securities may present market, credit, currency, liquidity, legal, political and other risks different from, and potentially greater than, the risks of investing in securities and instruments economically tied to developed foreign countries. Political and economic structures in many emerging market countries are undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain of such countries may have, in the past, failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of investments in those countries and the availability of additional investments in those countries. The laws of countries in emerging markets relating to limited liability of corporate shareholders, fiduciary duties of officers and directors, and the bankruptcy of state enterprises are generally less well developed than or different from such laws in the United States. It may be more difficult to obtain or enforce a judgment in the courts of these countries than it is in the United States. Emerging securities markets are substantially smaller, relatively less liquid and more volatile than the major securities markets in the United States. Although some governments in emerging markets have instituted economic reform policies, there can be no assurances that such policies will continue or succeed.

 

China Region

 

Investing in the China region, which encompasses the People’s Republic of China (“PRC”), Taiwan and Hong Kong, involves a higher degree of risk and special considerations not typically associated with investing in other more established economies or securities markets. The region is highly interconnected and interdependent, with relationships and tensions built on trade, finance, culture and politics. The success of China will continue to have an outsized influence on the growth and prosperity of Taiwan and Hong Kong.

 

A Fund’s investment exposure to the China region may subject the Fund, to a greater extent than if investments were made in developed countries, to the risks of adverse securities markets, exchange rates and social, political, regulatory, economic or environmental events and natural disasters which may occur in the China region. Generally, the economy, industries, and securities and currency markets of the China region may be affected by protectionist trade policies, slow economic activity worldwide, worsening environmental conditions and political and social instability. In addition, the economy, industries, and securities and currency markets of the China region are particularly vulnerable to the region’s dependence on exports and international trade and increasing competition from Asia’s other low-cost emerging economies. The imposition of tariffs or other trade barriers by the U.S. or foreign governments on exports from the PRC may also have an adverse impact on Chinese issuers. In addition, currency fluctuations, currency convertibility, interest rate fluctuations and higher rates of inflation as a result of internal social unrest or conflicts with other countries have had, and may continue to have, negative effects on the economies and securities markets of the China region.

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Investments in the China region are subject to the risk of confiscatory taxation, nationalization or expropriation of assets, potentially frequent changes in the law, and imperfect information because companies in the China region may not be subject to the same disclosure, accounting, auditing and financial reporting standards and practices as U.S. companies. The willingness and ability of the Chinese government to support markets is uncertain. There has been increased attention from the SEC and the Public Company Accounting Oversight Board (“PCAOB”) with regard to international auditing standards of U.S. companies with significant operations in China and PCAOB-registered auditing firms in China. Because the SEC and PCAOB are currently only able to get limited information about these auditing firms and are restricted from inspecting the audit work and practices of registered accountants in China, there is the risk that material information about Chinese issuers may be unavailable.

 

China based companies that incorporate in the PRC can issue different classes of shares depending on where they are listed and which investors are allowed to own them. These are referred to as Class A Shares, Class B shares and Class H shares, which are all renminbi-denominated shares that trade in different currencies and are subject to different trade restrictions depending on what stock exchange they are listed on. The multiplicity of share classes and various restrictions on ownership, in addition to the ability of Chinese regulatory authorities and Chinese issuers to suspend trading and their willingness to exercise this option in response to market volatility and other events, can significantly impact liquidity and volatility of the Chinese market and the markets for Chinese securities. In addition, to the extent that a fund invests in China A Shares, there may be legal restrictions imposed by the PRC on the repatriation of assets or proceeds from the sale of China A Shares.

 

Additionally, on June 3, 2021, the President of the United States issued an executive order, which superseded a prior executive order, prohibiting U.S. persons, including the Funds, from purchasing or investing in publicly-traded securities of companies identified by the Office of Foreign Asset Control as “Chinese Military Industrial Complex Companies” (“CMIC”) or in any publicly-traded securities that are derivative of, or are designed to provide investment exposure to, prohibited CMIC securities. Certain securities that are or become designated as prohibited CMIC securities may have less liquidity as a result of such designation and the market price of such prohibited CMIC securities may decline, potentially causing losses to the Funds.

 

Structured Products

 

Structured products generally are individually negotiated agreements that are organized and operated to restructure the investment characteristics of the underlying securities. 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.

 

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. Although a Fund’s purchase of subordinated structured products would have similar economic effect to that of borrowing against the underlying securities, the purchase will not be deemed to be leverage for purposes of the Fund’s limitations related to borrowing and leverage. Structured securities are typically sold in private placement transactions, and there is currently no active trading market for these securities.

 

Other types of structured products may include baskets of credit default swaps referencing a portfolio of high-yield securities. A structured product may be considered to be leveraged to the extent its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate. Because they are linked to their underlying markets or securities, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or security. Total return on the structured product is derived by linking return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which a Fund may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments.

 

Certain issuers of structured products may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Fund’s investments in these structured products may be limited by the restrictions contained in the 1940 Act. Structured products are typically sold in private placement transactions, and there may not be an active trading market for structured products, which may affect their liquidity.

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Momentum Style Risk

 

Investing in securities with positive momentum entails investing in securities that have had above-average recent returns. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods when the momentum style is out of favor, and during which the investment performance of a Fund using a momentum strategy may suffer.

 

Forward Foreign Currency Contracts

 

The Funds may purchase or sell currencies and/or engage in forward foreign currency transactions in order to expedite settlement of portfolio transactions and to manage currency risk.

 

Forward foreign currency contracts are traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement and no commissions are charged at any stage for trades. The Funds will account for forward contracts by marking-to-market each day at current forward contract values.

 

Under current regulatory requirements, the Funds will only enter into forward contracts to sell, for a fixed amount of U.S. dollars or other appropriate currency, an amount of foreign currency, to the extent that the value of the short forward contract is covered by the underlying value of securities denominated in the currency being sold. Alternatively, when a Fund enters into a non-cash settled forward contract to sell an amount of foreign currency, the Fund will maintain Segregated Assets in an amount equal to the contract’s full, notional value. However, currency contracts with respect to identical currencies, with the same counterparty and same settlement date may be netted against each other and, in such cases, the Fund will maintain Segregated Assets in an amount equal to the net amount owed by the Fund, in accordance with the Trust’s Segregation and Offsetting Position Procedures.

 

Non-Deliverable Forwards

 

The Funds may, from time to time, engage in non-deliverable forward transactions to manage currency risk or to gain exposure to a currency without purchasing securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a Fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the Fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction’s notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.

 

Since a Fund generally may only close out a non-deliverable forward with the particular counterparty, there is a risk that the counterparty will default on its obligation under the agreement. If the counterparty defaults, the Fund will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such agreements or that, in the event of a default, a Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in, or prevented from, obtaining payments owed to it pursuant to non-deliverable forward transactions.

 

In addition, where the currency exchange rates that are the subject of a given non-deliverable forward transaction do not move in the direction or to the extent anticipated, the Fund could sustain losses on the non-deliverable forward transaction. The Fund’s investment in a particular non-deliverable forward transaction will be affected favorably or unfavorably by factors that affect the subject currencies, including economic, political, and legal developments that impact the applicable countries, as well as exchange control regulations of the applicable countries. These risks are heightened when a non-deliverable forward transaction involves currencies of emerging market countries because such currencies can be volatile and there is a greater risk that such currencies will be devalued against the U.S. dollar or other currencies.

 

Under current regulatory requirements, when a Fund enters into a cash-settled forward contract to sell an amount of foreign currency, the Fund will maintain Segregated Assets in an amount equal to the net amount owed by the Fund. Currency contracts with respect to identical currencies, with the same counterparty and same settlement date may be netted against each other and, in such cases, the Fund will maintain Segregated Assets in an amount equal to the net amount owed by the Fund.

 

Options on Foreign Currencies

 

The Funds may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage their exposure to changes in currency exchange rates. The Funds also may purchase and write options on foreign currencies for hedging purposes in a manner similar to that in which futures contracts on foreign currencies, or forward contracts, will

17

be utilized. For example, a decline in the U.S. dollar value of a foreign currency in which portfolio securities are denominated will reduce the U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of portfolio securities, a Fund may purchase put options on the foreign currency. If the U.S. dollar price of the currency does decline, the Fund will have the right to sell such currency for a fixed amount in U.S. dollars and will thereby offset, in whole or in part, the adverse effect on its portfolio which otherwise would have resulted.

 

Conversely, where a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the U.S. dollar price of such securities, the Fund may purchase call options on such currency.

 

The purchase of such options could offset, at least partially, the effects of the adverse movement in exchange rates. As in the case of other types of options, however, the benefit to the Fund to be derived from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, the Fund could sustain losses on transactions in foreign currency options, which would require it to forego a portion or all of the benefits of advantageous changes in such rates.

 

The Funds may write options on foreign currencies for the same types of hedging purposes. For example, where a Fund anticipates a decline in the U.S. dollar value of foreign currency denominated securities due to adverse fluctuations in exchange rates, it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the diminution in the value of the Fund’s portfolio securities will be offset by the amount of the premium received.

 

Similarly, instead of purchasing a call option to hedge against an anticipated increase in the U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in the manner projected, will expire unexercised and allow the Fund to hedge such increased cost up to the amount of the premium. As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if exchange rates move in the expected direction. If this does not occur, the option may be exercised and the Fund would be required to purchase or sell the underlying currency at a loss, which may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the Fund also may be required to forego all or a portion of the benefit that might otherwise have been obtained from favorable movements in exchange rates.

 

The Funds also may engage in options transactions for non-hedging purposes. A Fund may use options transactions to gain exposure to a currency when a Subadviser believes that exposure to the currency is beneficial to the Fund but believes that the securities denominated in that currency are unattractive.

 

The Funds may write covered call options on foreign currencies. A call option written on a foreign currency by a Fund is “covered” if the Fund owns the underlying foreign currency covered by the call or has an absolute and immediate right to acquire that foreign currency without additional cash consideration (or for additional cash consideration maintained as Segregated Assets by the Fund’s Custodian) upon conversion or exchange of other foreign currency held in its portfolio. A call option is also covered if the Fund: (1) holds a call option on the underlying currency with a strike price equal to or less than the strike price of the written call option; or (2) holds a call option on the underlying currency with a strike price greater than the strike price of the written call option, provided the difference between the strike prices (times the appropriate multiplier for that option) is maintained by the Fund in segregated assets. For purposes of the use of purchased options as offsetting positions as noted above, only an American-style option with an expiration date that is the same as or later than the expiration date of the written option may be used.

 

With respect to writing put options, at the time the put is written, the Fund’s Custodian will maintain Segregated Assets in an amount equal in value to the amount the Fund will be required to pay upon exercise of the put. The Segregated Assets will be maintained until the put is exercised, has expired, or the Fund has purchased a closing put of the same series as the one previously written.

 

EQUITY FUNDS

 

Equity Securities

 

Each Equity Fund, as well as the Mercer Opportunistic Fixed Income Fund, may invest in a broad range of equity securities of U.S. and non-U.S. issuers, including common stocks of companies or closed-end investment companies, preferred stocks, debt securities convertible into or exchangeable for common stock, securities (such as warrants or rights) that are convertible into common stock and depositary receipts which may be listed or traded outside the issuer’s domicile country (together, “Depositary Receipts”). The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States.

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Depositary Receipts

 

A Fund, subject to its investment strategies and policies, may purchase American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). ADRs, EDRs and GDRs are certificates evidencing ownership of shares of a foreign issuer and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts traded on non-U.S. markets, exchange risk. ADRs, EDRs and GDRs may be sponsored or unsponsored. The issuer of a sponsored receipt typically bears certain expenses of maintaining the depositary receipt facility. Unsponsored receipts are established without the participation of the issuer. Unsponsored receipts may involve higher expenses, they may not pass-through voting or other shareholder rights, and they may be relatively less liquid. Holders of unsponsored receipts generally bear all the costs of the depositary receipt facility. The bank or trust company depositary of an unsponsored depositary receipt may be under no obligation to distribute shareholder communications. The Mercer Emerging Markets Equity Fund may treat certain ADRs as emerging market investments for purposes of compliance with its investment strategy and policies.

 

Real Estate Investment Trusts

 

Real estate investment trusts (“REITs”) pool investors’ funds for investment, primarily in income producing real estate or real estate-related loans or interests. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with regulatory requirements relating to its organization, ownership, assets and income, and with a regulatory requirement that it distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as Equity REITs, Mortgage REITs, or Hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate securities they own, e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing, and mixed-property types. 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.

 

A shareholder in a Fund, by investing in REITs indirectly through the Fund, will bear not only the shareholder’s proportionate share of the expenses of the Fund, but also, indirectly, the management expenses of the underlying REITs. REITs may be affected by changes in the value of their underlying properties and by extended vacancies of properties or defaults by borrowers or tenants, particularly during periods of disruptions to business operations or an economic downturn. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. The organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. REITs also are subject to interest rate risks. When interest rates decline, the value of REIT’s investments in fixed-rate obligations can be expected to rise. During periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagers elect to prepay, which prepayment may diminish the yield on securities issued by such mortgage REITs.

 

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. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income, or the REIT’s failure to maintain its exemption from registration under the 1940 Act. Finally, a Fund may invest in private REITs, which are not traded on a national securities exchange. Private REITs are also generally harder to value and may bear higher fees than public REITs.

 

Private Equity Investments in Public Equity

 

The Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class (“private investments in public equity” or “PIPEs”). Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and a Fund cannot freely trade the securities. Such restrictions may affect the liquidity of the PIPEs during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.

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FIXED INCOME FUNDS

 

U.S. Government Obligations

 

A portion of each Fund may be invested in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Some of the obligations purchased by a Fund are backed by the full faith and credit of the U.S. Government and are guaranteed as to both principal and interest by the U.S. Treasury. Examples of these include direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes and bonds, and indirect obligations of the U.S. Treasury, such as obligations of the Government National Mortgage Association (known as “Ginnie Mae”), the Small Business Administration, the Maritime Administration, the Farmers Home Administration and the Department of Veterans Affairs.

 

While the obligations of many of the agencies of the U.S. Government are not direct obligations of the U.S. Treasury, they are generally backed indirectly by the U.S. Government. Some of the agencies are indirectly backed by their right to borrow from the U.S. Government, such as the Federal Financing Bank and the U.S. Postal Service. Other agencies and instrumentalities of the U.S. Government have historically been supported solely by the credit of the agency or instrumentality itself, but are given additional support due to the U.S. Treasury’s authority to purchase their outstanding debt obligations. Instrumentalities of the U.S. Government include, among others, the Federal Home Loan Banks, the Federal Farm Credit Banks, the Federal National Mortgage Association (known as “Fannie Mae”), and the Federal Home Loan Mortgage Corporation (known as “Freddie Mac”). In September 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac into conservatorship and increased its support of these two instrumentalities in May 2009 and again in December 2009 through substantial capital commitments and enhanced liquidity measures, which include a line of credit. The U.S. Treasury also extended a line of credit to the Federal Home Loan Banks. In August 2012, the U.S. Treasury amended its support of Fannie Mae and Freddie Mac to terminate the requirement that each pay a 10% dividend annually on all amounts received under the funding commitment and instead required the two instrumentalities to transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. The actions of the U.S. Treasury are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership, and require Fannie Mae and Freddie Mac to reduce their investment portfolios over time. Congress continues to evaluate proposals to reduce the U.S. Government’s role in the mortgage market and whether to wind down Fannie Mae and Freddie Mac. The proposals include, among others, whether Fannie Mae and Freddie Mac should be consolidated, privatized, restructured or eliminated. The Federal Housing Finance Agency (“FHFA”) recently announced plans to consider removing Fannie Mae and Freddie Mac from conservatorship. It is unclear how the capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship, and what effects, if any, the privatization of Fannie Mae and Freddie Mac will have on their creditworthiness and guarantees of certain mortgage-backed securities. Fannie Mae and Freddie Mac also are the subject of several continuing legal actions and investigations over certain accounting, disclosure and corporate governance matters, which may have an adverse effect on these entities. As a result, the future for Fannie Mae and Freddie Mac is uncertain, as is the impact of such proposals, actions and investigations on the Fund’s investments in securities issued by Fannie Mae and Freddie Mac. No assurance can be given that the U.S. Government would provide continued support to instrumentalities, and these entities’ securities are neither issued nor guaranteed by the U.S. Treasury. Furthermore, with respect to the U.S. government securities purchased by a Fund, guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor do they extend to the value of a Fund’s shares. A Fund may invest in these securities if it believes they offer an expected return commensurate with the risks assumed.

 

The total public debt of the United States as a percentage of gross domestic product has grown rapidly since the beginning of the 2008-2009 financial downturn and has continued to grow since the economic contraction experienced more recently. Governmental agencies project that the United States will continue to maintain high debt levels for the foreseeable future. Although high debt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may drive debt costs higher and cause the U.S. Treasury to sell additional debt with shorter maturity periods, thereby increasing refinancing risk. A high national debt also raises concerns that the U.S. Government will not be able to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can cause declines in the valuation of currencies, and can prevent the U.S. Government from implementing effective counter-cyclical fiscal policy in economic downturns.

 

Although the risk of default with U.S. government securities is considered low, any default on the part of a portfolio investment could cause a Fund’s share price or yield to fall.

 

The risk of default may be heightened when there is uncertainty relating to negotiations in the U.S. Congress over increasing the statutory debt ceiling. If the U.S. Congress is unable to negotiate an increase to the statutory debt ceiling, the U.S. government may default on certain U.S. government securities including those held by a Fund, which could have an adverse impact on the Fund. In recent years, the long-term credit rating of the U.S. government was downgraded by a major rating agency as a result of concern about the U.S. government’s budget deficit and rising debt burden. Similar downgrades in the future could increase volatility in domestic and foreign financial markets, result in higher interest rates, lower prices of U.S. Treasury securities and increase the costs of different kinds of debt.

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Although remote, it is at least theoretically possible that under certain scenarios the U.S. government could default on its debt, including U.S. Treasury securities.

 

Municipal Bonds

 

Municipal bonds are debt obligations issued by states, municipalities, and other political subdivisions, agencies, authorities, and instrumentalities of states and multi-state agencies or authorities (collectively, municipalities), the interest on which may, in the opinion of bond counsel to the issuer at the time of issuance, be exempt from federal and/or state income tax. Municipal bonds include securities from a variety of sectors, each of which has unique risks. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds.

 

General obligation bonds are secured by the issuer’s pledge of its full faith, credit, and taxing power for the payment of principal and interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues.

 

Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality.

 

Like other debt securities, municipal bonds are subject to credit risk, interest rate risk and call risk. Obligations of issuers of municipal bonds generally are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors. However, the obligations of certain issuers may not be enforceable through the exercise of traditional creditors’ rights. The reorganization under the federal bankruptcy laws of an issuer of, or payment obligor with respect to, municipal bonds may result in, among other things, the municipal bonds being cancelled without repayment or repaid only in part. In addition, Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. Litigation and natural disasters, as well as adverse economic, business, legal, or political developments, may introduce uncertainties in the market for municipal bonds or materially affect the credit risk of particular bonds.

 

Eurodollar Securities

 

A Fund may invest in Eurodollar securities, which are fixed income securities of a U.S. issuer or a foreign issuer that are issued outside the United States. Interest and dividends on Eurodollar securities are payable in U.S. dollars.

 

Variable- and Floating-Rate Debt Securities

 

Variable- and floating-rate debt securities pay an interest rate, which is adjusted either periodically or at specific intervals or which floats continuously according to a formula or benchmark. Although these structures generally are intended to minimize the fluctuations in value that occur when interest rates rise and fall, some structures may be linked to a benchmark in such a way as to cause greater volatility to the security’s value.

 

Variable- and floating-rate debt securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating-rate debt securities will not generally increase in value if interest rates decline. When a fund holds variable- or floating-rate debt securities, a decrease in market interest rates will adversely affect the income received from such securities, which may also impact the net asset value of the fund’s shares.

 

Certain variable- and floating-rate debt securities are subject to rates that are tied to an interest rate, such as the London Interbank Offered Rate (“LIBOR”). On July 27, 2017, the head of the UK’s Financial Conduct Authority, which regulates LIBOR, announced it would no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other types of reference rates after 2021. On December 31, 2021, certain LIBOR settings ceased to be published. However, the most widely used U.S. dollar LIBORs are still scheduled to be published through June 30, 2023. As of January 1, 2022, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities have ceased entering into new LIBOR contracts with limited exceptions. On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law. This law provides a statutory fallback mechanism on a nationwide basis to replace LIBOR with a benchmark rate that is selected by the Board of Governors of the Federal Reserve System and based on SOFR (defined below) for certain contracts that reference LIBOR and contain no, or insufficient, fallback provisions. It is expected that implementing regulations in respect of the law will follow. Although the transition process away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rates. Accordingly, the potential effect of a transition away from LIBOR on a fund or the debt securities or other instruments based on LIBOR in which a Fund invests cannot yet be determined. The transition process might lead to increased volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead to a reduction in the interest rates on, and the

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value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating risk in connection with LIBOR-based investments.

 

In advance of the anticipated discontinuation of LIBOR, public and private sector industry initiatives, regulators and market participants are currently engaged in identifying successor reference rates. The Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced a replacement for LIBOR, the Secured Overnight Funding Rate (“SOFR”). The Federal Reserve Bank of New York began publishing the SOFR in April 2018, which is a broad measure of the cost of overnight borrowing of cash collateralized by Treasury securities. SOFR is intended to serve as a reference rate for U.S. dollar-based debt and derivatives and ultimately reduce the markets’ dependence on LIBOR. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate (“SONIA”) in the UK.

 

Alteration of the terms of a debt instrument or a modification of the terms of other types of contracts to replace LIBOR or another interbank offered rate (“IBOR”) with a new reference rate could result in a taxable exchange and the realization of income and gain/loss for U.S. federal income tax purposes. The Internal Revenue Service has issued final regulations regarding the tax consequences of the transition from IBOR to a new reference rate in debt instruments and non-debt contracts. Under the final regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a discontinued IBOR with a qualified rate (as defined in the final regulations) including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable. The Internal Revenue Service may provide additional guidance, with potential retroactive effect.

 

Lower Rated Debt Securities

 

Fixed income securities rated lower than Baa by Moody’s or BBB by S&P, or, if not rated by Moody’s or S&P, a comparable rating from another nationally recognized statistical ratings organization, or determined to be of equivalent credit quality by a Subadviser, are below investment grade and are considered to be of poor standing and predominantly speculative. Such securities (“lower rated debt securities”) are commonly referred to as “junk bonds” and are subject to a substantial degree of credit risk. Lower rated debt securities may be issued as a consequence of corporate restructurings, such as leveraged buy-outs, mergers, acquisitions, debt recapitalizations, or similar events. Also, lower rated debt securities often are issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, which generally are less able than more financially stable firms to make scheduled payments of interest and principal. Certain convertible securities also may be rated below investment grade. The risks posed by securities issued under such circumstances are substantial. Investments in lower rated debt securities generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt instruments, but also typically entail greater potential price volatility and principal and income risk.

 

A Fund may invest in lower rated debt securities if its Subadviser believes that such security compensates for the higher default rates on such securities. However, there can be no assurance that diversification will protect the Fund from widespread bond defaults brought about by a sustained economic downturn, or that yields will continue to offset default rates on lower rated debt securities in the future. Issuers of these securities often are highly leveraged, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing. The risk of loss due to default by an issuer is significantly greater for the holders of lower rated debt securities because such securities may be unsecured and may be subordinated to other creditors of the issuer. Further, economic recessions, such as those experienced in recent years, may result in default levels with respect to such securities in excess of historic averages.

 

The value of lower rated debt securities will be influenced not only by changing interest rates, but also by the bond market’s perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, lower rated debt securities may decline in market value due to investors’ heightened concern over credit quality, regardless of prevailing interest rates. Especially at such times, trading in the secondary market for lower rated debt securities may become thin and market liquidity may be significantly reduced. Even under normal conditions, the market for lower rated debt securities may be relatively less liquid than the market for investment grade corporate bonds. There are fewer securities dealers in the high yield market and purchasers of lower rated debt securities are concentrated among a smaller group of securities dealers and institutional investors. In periods of reduced market liquidity, lower rated debt securities’ prices may become more volatile and the Fund’s ability to dispose of particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, may be adversely affected.

 

Lower rated debt securities frequently have call or redemption features that would permit an issuer to repurchase the security from the Fund. If a call were exercised by the issuer during a period of declining interest rates, the Fund likely would have to replace such called security with a lower yielding security, thus decreasing the net investment income to the Fund and any dividends to investors.

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Besides credit and liquidity concerns, prices for lower rated debt securities may be affected by legislative and regulatory developments. For example, from time to time, Congress has considered legislation to restrict or eliminate the corporate tax deduction for interest payments or to regulate corporate restructurings, such as takeovers or mergers. Such legislation could significantly depress the prices of outstanding lower rated debt securities. A description of various corporate debt ratings appears in Appendix A to this SAI.

 

Securities issued by foreign issuers rated below investment grade entail greater risks than higher rated securities, including risk of untimely interest and principal payment, default, price volatility and may present problems of liquidity, valuation, and currency risk.

 

Defaulted Securities. The Funds may invest in securities or debt of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments involve a substantial degree of risk. In any reorganization or liquidation proceeding relating to a company in which the Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment, and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated may not compensate the Fund adequately for the risks assumed. A wide variety of considerations render the outcome of any investment in a financially distressed company uncertain, and the level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties, is unusually high. The Funds may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.

 

There is no assurance that a Subadviser will correctly evaluate the intrinsic values of the distressed companies in which the Funds may invest. There is also no assurance that any Subadviser will correctly evaluate how such value will be distributed among the different classes of creditors, or that the any Subadviser will have properly assessed the steps and timing thereof in the bankruptcy or liquidation process. Any one or all of such companies may be unsuccessful in their reorganization and their ability to improve their operating performance. Also, such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry, or specific developments within such companies. A Fund may invest in the securities of companies involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation in the affairs of the issuer than is generally assumed by an investor.

 

This may subject the Funds to litigation risks or prevent the Funds from disposing of securities. In a bankruptcy or other proceeding, the Fund as a creditor may be unable to enforce its rights in any collateral or may have its security interest in any collateral challenged, disallowed or subordinated to the claims of other creditors. While the Funds will attempt to avoid taking the types of actions that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that the Fund will be able to successfully defend against them.

 

Trade Claims. A Fund may invest in trade claims. Trade claims are interests in amounts owed to suppliers of goods or services and are purchased from creditors of companies in financial difficulty and often involved in bankruptcy proceedings. Trade claims offer investors the potential for profits since they are sometimes purchased at a significant discount from face value and, consequently, may generate capital appreciation in the event that the market value of the claim increases as the debtor’s financial position improves or the claim is paid.

 

Inflation Protected Securities

 

Inflation protected securities are debt securities whose principal and/or interest payments are periodically adjusted according to the rate of inflation, unlike debt securities that make fixed principal and interest payments. Inflation protected securities include Treasury Inflation Protected Securities (“TIPS”), which are securities issued by the U.S. Treasury. The interest rate paid by TIPS is fixed, while the principal value rises or falls based on changes in a published Consumer Price Index (“CPI”). Thus, if inflation occurs, the principal and interest payments on the TIPS are adjusted accordingly to protect investors from inflationary loss. During a deflationary period, the principal and interest payments decrease. The U.S. Treasury guarantees repayment of the original TIPS principal upon maturity, as adjusted for inflation. However, the current market value of TIPS is not guaranteed, and will fluctuate. In exchange for the inflation protection, TIPS generally pay lower interest rates than typical U.S. Treasury securities. Only if inflation occurs will TIPS offer a higher real yield than a conventional Treasury bond of the same maturity.

 

Other issuers of inflation protected debt securities include other U.S. government agencies or instrumentalities, corporations, and foreign governments, which may or may not guarantee the repayment of the originally issued principal amount. 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. 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.

 

The value of inflation linked securities is expected to 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 the rate of inflation rises at a faster rate than

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nominal interest rates, real interest rates might decline, leading to an increase in the value of inflation linked securities. While inflation linked 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 due to reasons other than inflation, investors in an inflation protected security may not be protected to the extent that the increase is not reflected in the security’s inflation measure.

 

Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

 

Pay-In-Kind Bonds

 

A Fund may invest in pay-in-kind bonds. Pay-in-kind bonds are securities that pay interest through the issuance of additional bonds. A Fund will be deemed to receive interest over the life of such bonds and may be treated for federal income tax purposes as if interest were paid on a current basis, although no cash interest payments are received by the Fund until the cash payment date or until the bonds mature.

 

Mortgage-Backed Securities, Mortgage Pass-Through Securities, and Collateralized Mortgage Obligations (“CMOs”)

 

A Fund may invest in mortgage-backed securities, which are interests in pools of mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks, and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related, and private organizations as further described below. A Fund also may invest in debt securities that are secured with collateral consisting of mortgage-backed securities, such as CMOs, and in other types of mortgage-related securities.

 

The principal issuers of mortgage-related securities are Ginnie Mae, Fannie Mae, and Freddie Mac. The type of government guarantees, if any, supporting mortgage-related securities depends on the issuers of the securities. The timely payment of principal and interest on mortgage-backed securities issued or guaranteed by Ginnie Mae is backed by Ginnie Mae and the full faith and credit of the U.S. Government. These guarantees, however, do not apply to the market value of Fund shares. Also, securities issued by Ginnie Mae and other mortgage-backed securities may be purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and would be lost if prepayment occurs. Mortgage-backed securities issued by U.S. government agencies or instrumentalities other than Ginnie Mae are not “full faith and credit” obligations. Certain obligations, such as those issued by the Federal Home Loan Banks, are supported by the issuer’s right to borrow from the U.S. Treasury, while others, such as those issued by Fannie Mae, are supported only by the credit of the issuer. Unscheduled or early payments on the underlying mortgages may shorten the securities’ effective maturities and reduce returns. A Fund may agree to purchase or sell these securities with payment and delivery taking place at a future date. A decline in interest rates may lead to a faster rate of repayment of the underlying mortgages and expose a Fund to a lower rate of return upon reinvestment. To the extent that such mortgage-backed securities are held by a Fund, the prepayment right of mortgagors may limit the increase in net asset value of the Fund because the value of the mortgage-backed securities held by the Fund may not appreciate as rapidly as the price of noncallable debt securities.

 

Fannie Mae and Freddie Mac are U.S. government-sponsored corporations and are subject to regulation by the Office of Federal Housing Enterprise Oversight. Both issue pass-through securities from pools of conventional and federally insured and/or guaranteed residential mortgages. Fannie Mae guarantees full and timely payment of all interest and principal, and Freddie Mac guarantees timely payment of interest and ultimate collection of principal of its pass-through securities. Mortgage-backed securities from Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. Government. The U.S. Department of the Treasury has the authority to support Fannie Mae and Freddie Mac by purchasing limited amounts of their respective obligations, and the U.S. Government has, in the past, provided financial support to Fannie Mae and Freddie Mac with respect to their debt obligations. However, no assurance can be given that the U.S. Government will always do so or would do so yet again. Congress continues to evaluate proposals to reduce the U.S. Government’s role in the mortgage market and whether to wind down Fannie Mae and Freddie Mac. The proposals include, among others, whether Fannie Mae and Freddie Mac should be consolidated, privatized, restructured or eliminated. The FHFA recently announced plans to consider removing Fannie Mae and Freddie Mac from conservatorship. It is unclear how the capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship, and what effects, if any, the privatization of Fannie Mae and Freddie Mac will have on their creditworthiness and guarantees of certain mortgage-backed securities. Fannie Mae and Freddie Mac also are the subject of several continuing legal actions and investigations over certain accounting, disclosure and corporate governance matters, which may have an adverse effect on these entities. As a result, the future for Fannie Mae and Freddie Mac is uncertain, as is the impact of such proposals, actions and investigations on the Funds’ investments in securities issued by Fannie Mae and Freddie Mac.

 

Interests in pools of mortgage-backed securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing, or foreclosure, net of

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fees or costs that may be incurred. Some mortgage-backed securities (such as securities issued by Ginnie Mae) are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payments dates regardless of whether or not the mortgagor actually makes the payment.

 

Any discount enjoyed on the purchases of a pass-through type mortgage-backed security will likely constitute market discount. As a Fund receives principal payments, it will be required to treat as ordinary income an amount equal to the lesser of the amount of the payment or the “accrued market discount.” Market discount is to be accrued either under a constant rate method or a proportional method. Pass-through type mortgage-backed securities purchased at a premium to their face value will be subject to a similar rule requiring recognition of an offset to ordinary interest income, an amount of premium attributable to the receipt of principal. The amount of premium recovered is to be determined using a method similar to that in place for market discount. A Fund may elect to accrue market discount or amortize premium notwithstanding the amount of principal received. Such election will apply to all bonds held and thereafter acquired unless permission is granted by the Commissioner of the Internal Revenue Service to change such method.

 

Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers also create pass-through pools of conventional mortgage loans. Such issuers may, in addition, 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. 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. The insurance guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantees, even if through an examination of the loan experience and practices of the originators/servicers and poolers, a Subadviser determines that the securities meet a Fund’s quality standards. Securities issued by certain private organizations may not be readily marketable.

 

To the extent that a Fund invests in mortgage-backed securities issued by private lenders, such securities may be issued in the form of several tranches. Depending on their respective seniority, individual tranches are subject to increased (and sometimes different) credit, prepayment and liquidity and valuation risks as compared to other tranches. These securities are often subject to greater credit, prepayment and liquidity and valuation risks than mortgage-backed securities issued by a U.S. government agency or instrumentality.

 

A CMO is a debt security on which interest and prepaid principal are paid, in most cases, semi-annually. CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac, or Fannie Mae and their income streams.

 

CMOs issued by private entities are not government securities and are not directly guaranteed by any government agency. They are secured by the underlying collateral of the private issuer. Yields on privately-issued CMOs have been historically higher than yields on CMOs issued or guaranteed by U.S. government agencies. However, the risk of loss due to default on such instruments is higher since they are not guaranteed by the U.S. Government. Such instruments also tend to be more sensitive to interest rates than U.S. government-issued CMOs. For federal income tax purposes, a Fund will be required to accrue income on CMOs using the “catch-up” method, with an aggregate prepayment assumption.

 

Dollar Rolls

 

A Fund may enter into dollar rolls in which the Fund sells securities and simultaneously contracts to repurchase substantially similar securities on a specified future date. In the case of dollar rolls involving mortgage-backed securities, the mortgage-backed securities that are purchased typically will be of the same type and will have the same or similar interest rate and maturity as those sold, but will be supported by different pools of mortgages. A Fund forgoes principal and interest paid during the roll period on the securities sold in a dollar roll, but the Fund is compensated by the difference between the current sales price and the price for the future purchase as well as by any interest earned on the proceeds of the securities sold. A Fund also could be compensated through receipt of fee income. The Funds intend to enter into dollar rolls only with government securities dealers recognized by the Federal Reserve Board, or with member banks of the Federal Reserve. The Trust does not believe a Fund’s obligations under dollar rolls are senior securities and accordingly, the Funds, as a matter of non-fundamental policy, will not treat dollar rolls as being subject to their respective borrowing or senior securities restrictions. In addition to the general risks involved in leveraging, dollar rolls are subject to the same risks as repurchase and reverse repurchase agreements.

25

To-Be-Announced Securities

 

A to-be-announced mortgage-backed security (“TBA”) is a mortgage-backed security, such as a Ginnie Mae pass-through security, that is purchased or sold with specific pools that will constitute that Ginnie Mae pass-through security to be announced on a future settlement date. At the time of purchase of a TBA, the seller does not specify the particular mortgage-backed securities to be delivered but rather agrees to accept any mortgage-backed security that meets specified terms. A Fund and the seller would agree upon the issuer, interest rate, and terms of the underlying mortgages, but the seller would not identify the specific underlying mortgages until shortly before it issues the mortgage-backed security. TBAs increase interest rate risks because the underlying mortgages maybe less favorable than anticipated by the Fund.

 

Other Mortgage-Backed Securities

 

The Adviser and the Subadvisers expect that governmental, government-related, or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed rate mortgages. As new types of mortgage-related securities are developed and offered to investors, the Adviser and the Subadvisers will, consistent with each Fund’s investment objective, policies, and quality standards, consider the appropriateness of making investments in such new types of mortgage-related securities.

 

Asset-Backed Securities

 

A Fund may invest a portion of its assets in debt obligations known as “asset-backed securities.” Asset-backed securities are securities that represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets, most often a pool or pools of similar assets (e.g., receivables on home equity and credit loans and receivables regarding automobile, credit card, mobile home and recreational vehicle loans, wholesale dealer floor plans, and leases).

 

The credit quality of asset-backed securities depends primarily upon the quality of the underlying assets and the level of credit support and/or enhancement provided. Asset-backed securities are subject to the same prepayment risks as mortgage-backed securities. For federal income tax purposes, a Fund will be required to accrue income on pay-through asset-backed securities using the “catch-up” method, with an aggregate prepayment assumption.

 

The credit quality of asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets that, in turn, may be affected by a variety of economic and other factors. As a result, the yield on any asset-backed security is difficult to predict with precision and actual yield to maturity may be more or less than the anticipated yield to maturity. Asset-backed securities may be classified as “pass-through certificates” or “collateralized obligations.”

 

Due to the shorter maturity of the collateral backing asset-backed securities, there is less of a risk of substantial prepayment than with mortgage-backed securities. Such asset-backed securities do, however, involve certain risks not associated with mortgage-backed securities, including the risk that security interests cannot be adequately, or in many cases, ever, established. In addition, with respect to credit card receivables, a number of state and federal consumer credit laws give debtors the right to set off certain amounts owed on the credit cards, thereby reducing the outstanding balance. In the case of automobile receivables, there is a risk that the holders may not have either a proper or first security interest in all of the obligations backing such receivables due to the large number of vehicles involved in a typical issuance and technical requirements under state laws. Therefore, recoveries on repossessed collateral may not always be available to support payments on the securities.

 

Examples of credit support arising out of the structure of the transaction include “senior-subordinated securities” (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of “reserve funds” (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses), and “over collateralization” (where the scheduled payments on, or the principal amount of, the underlying assets exceeds that required to make payments of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical credit information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in such issue.

 

Each Fixed Income Fund 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 that is backed by a diversified pool of below investment grade fixed income securities. The

26

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 others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.

 

For 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 Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. However, an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In some cases, investments in CBOs, CLOs and other CDOs may be characterized by the Funds as illiquid. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Funds’ Prospectus (i.e., credit risk and interest rate risk). CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Funds may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the securities may produce unexpected investment results.

 

Equipment Trust Certificates

 

A Fund may invest in equipment trust certificates. The proceeds of such certificates are used to purchase equipment, such as railroad cars, airplanes, or other equipment, which in turn serve as collateral for the related issue of certificates. The equipment subject to a trust generally is leased by a railroad, airline, or other business, and rental payments provide the projected cash flow for the repayment of equipment trust certificates. Holders of equipment trust certificates must look to the collateral securing the certificates, and any guarantee provided by the lessee or any parent corporation for the payment of lease amounts, in the case of default in the payment of principal and interest on the certificates.

 

Zero Coupon and Delayed Interest Securities

 

A Fund may invest in zero coupon or delayed interest securities, which pay no cash income until maturity or a specified date when the securities begin paying current interest (the “cash payment date”) and are sold at substantial discounts from their value at maturity. When held to maturity or cash payment date, the entire income of such securities, which consists of accretion of discount, comes from the difference between the purchase price and their value at maturity or cash payment date. The market prices of zero coupon and delayed interest securities generally are more volatile and more likely to respond to changes in interest rates than the market prices of securities having similar maturities and credit qualities that pay interest periodically.

 

Zero coupon securities are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities that make current distributions of interest (cash). Zero coupon convertible securities offer the opportunity for capital appreciation as increases (or decreases) in market value of such securities closely follow the movements in the market value of the underlying common stock. Zero coupon convertible securities generally are expected to be less volatile than the underlying common stocks as the zero coupon convertible securities usually are issued with short maturities (15 years or less) and are issued with options and/or redemption features exercisable by the holder of the obligation, entitling the holder to redeem the obligation and receive a defined cash payment.

 

Zero coupon securities include securities issued directly by the U.S. Treasury, and U.S. Treasury bonds or notes and their unmatured interest coupons and receipts for their underlying principal (“coupons”) which have been separated by their holder, typically a custodian bank or investment brokerage firm. A holder will separate the interest coupons from the underlying principal (the “corpus”) of the U.S. Treasury security. A number of securities firms and banks have stripped the interest coupons and receipts and then resold them in custodial receipt programs with a number of different names, including “Treasury Income Growth Receipts” (“TIGRS”) and Certificate of Accrual on Treasuries (“CATS”). The underlying U.S. Treasury bonds and notes themselves are held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof.

27

The Federal Reserve program as established by the U.S. Treasury Department is known as “STRIPS” or “Separate Trading of Registered Interest and Principal of Securities.” Under the STRIPS program, a Fund will be able to have its beneficial ownership of zero coupon securities recorded directly in the book-entry recordkeeping system in lieu of having to hold certificates or other evidences of ownership of the underlying U.S. Treasury securities.

 

When U.S. Treasury obligations have been stripped of their unmatured interest coupons by the holder, the principal or corpus is 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. Once stripped or separated, the corpus and coupons may be sold separately. Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold in such bundled form. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the U.S. Treasury sells itself. These stripped securities are also treated as zero coupon securities with original issue discount for tax purposes.

 

RECENT MARKET DEVELOPMENTS

 

A Fund is subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, epidemics and pandemics) and natural/environmental disasters, which can all negatively impact the securities markets and cause the Fund to lose value. These events can also impair the technology and other operational systems upon which a Fund’s service providers, including Mercer as the Fund’s investment adviser, rely, and could otherwise disrupt the Fund’s service providers’ ability to fulfill their obligations to the Fund.

 

The spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets, and may adversely affect a Fund’s investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally. The outbreak of COVID-19 and the current recovery underway has caused disruption to consumer demand, economic output and supply chains. As with other serious economic disruptions, governmental authorities and regulators are responding to this crisis with significant fiscal and monetary policy changes. These actions, including their possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets, reduce market liquidity, continue to cause higher inflation, heighten investor uncertainty and adversely affect the value of the Fund’s investment and the performance of the Fund. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways.

 

In addition, macro-economic risks have increased in the form of supply chain disruptions, increased inflationary pressures, interest rate raises and the Russian invasion of Ukraine. In late February 2022, the Russian military invaded Ukraine, which amplified existing geopolitical tensions among Russia, Ukraine, Europe and many other countries including the U.S. and other members of the North Atlantic Treaty Organization (“NATO”). In response, various countries, including the U.S., the United Kingdom and members of the European Union issued broad-ranging economic sanctions against Russia, Russian companies and financial institutions, Russian individuals and others. Additional sanctions may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia and Russia’s military action against Ukraine will adversely impact the economies of Russia and Ukraine. Certain sectors of each country’s economy may be particularly affected, including but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors.

 

Further, a number of large corporations and U.S. and foreign governmental entities have announced plans to divest interests or otherwise curtail business dealings in Russia or with certain Russian businesses. These events have resulted in (and will continue to result in) a loss of liquidity and value of Russian and Ukrainian securities and, in some cases, a complete inability to trade in or settle trades in transactions in certain Russian securities. Further actions are likely to be taken by the international community, including governments and private corporations, that will adversely impact the Russian economy in particular. Such actions may include boycotts, tariffs, and purchasing and financing restrictions on Russia’s government, companies and certain individuals, or other unforeseeable actions.

 

 

The Russian and Ukrainian governments, economies, companies and the region will likely be further adversely impacted in unforeseeable ways. The ramifications of the hostilities and sanctions may also negatively impact other regional and global economic markets (including Europe and the U.S.), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas and precious metals. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could

28

have a significant impact on a Fund’s performance and the value of an investment in the Fund. Both COVID-19 and the geopolitical crisis in Ukraine and Russia (with its effect on commodity prices, in particular) have also contributed to global inflationary pressures.

 

To satisfy any shareholder redemption requests during periods of extreme volatility, it is more likely a Fund may be required to dispose of portfolio investments at inopportune times or prices.

 

OTHER INVESTMENTS

 

The Board may, in the future, authorize a Fund to invest in securities other than those listed in this SAI and in the Prospectus, provided such investment would be consistent with the Fund’s investment objective and that it would not violate any fundamental investment policies or restrictions applicable to the Fund.

 

INVESTMENT RESTRICTIONS

 

The investment restrictions set forth below are fundamental policies and may not be changed as to a Fund without the approval of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. Unless otherwise indicated, all percentage limitations listed below apply to a Fund only at the time of the transaction. Accordingly, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in the percentage that results from a relative change in values or from a change in a Fund’s total assets will not be considered a violation. Each Fund may not:

 

  (i) Purchase the securities of any one issuer (other than the US government or any of its agencies or instrumentalities or securities of other investment companies) if immediately after such investment: (a) more than 5% of the value of the Fund’s total assets would be invested in such issuer; or (b) more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations;
     
  (ii) Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein;
     
  (iii) Purchase or sell commodities, except that the Fund may purchase or sell currencies, may enter into futures contracts on securities, currencies and other indices, or any other financial instruments, and may purchase and sell options on such futures contracts;
     
  (iv) Issue securities senior to the Fund’s presently authorized shares of beneficial interest, to the extent such issuance would violate applicable law;
     
  (v) Make loans to other persons, except: (a) through the lending of its portfolio securities; (b) through the purchase of debt securities, loan participations and/or engaging in direct corporate loans for investment purposes in accordance with its investment objectives and policies; and (c) to the extent the entry into a repurchase agreement is deemed to be a loan;
     
  (vi) Borrow money to the extent such borrowing would violate applicable law;
     
  (vii) Concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. Government or any of its agencies, or securities of other investment companies); and
     
  (viii) Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the 1933 Act.

 

For purposes of calculating industry concentration, a Fund considers both the borrower and institutional seller of a loan participation to be the “issuers” of such loan participation.

29

MANAGEMENT OF THE TRUST

 

The Trust is a Delaware statutory trust. Under Delaware law, the Board has overall responsibility for managing the business and affairs of the Trust. The Trustees elect the officers of the Trust, who are responsible for administering the day-to-day operations of the Funds.

 

The Trustees and executive officers of the Trust, along with their principal occupations over the past five years and their affiliations, if any, with the Adviser, are listed below. The address of the executive officers of the Trust is 99 High Street, Boston, Massachusetts 02110.

 

Independent Trustees

 

Name, Address
and Age
  Position(s)
Held with
Trust
  Term of
Office(1)
and Length
of Time
Served
  Principal
Occupation(s)
During
Past 5 Years
  Number of
Portfolios
in Fund
Complex*
Overseen
by Trustee
  Other Directorships
Held by Trustee During
Past 5 Years
                     
                   
Harrison M. Bains, Jr.
99 High Street
Boston, MA 02110
(79)
  Trustee   Trustee
since 2005
  Mr. Bains is retired.   7   Mr. Bains is a director of Cara Therapeutics, Inc.; Mr. Bains was a director of BG Medicine, Inc. (2007 to 2014) and a trustee of BofA Funds Series Trust (11 portfolios) (2011 to 2016).
                     
Adela M. Cepeda
99 High Street
Boston, MA 02110
(64)
  Trustee   Trustee
since 2005
  Ms. Cepeda was Managing Director of PFM Financial Advisors LLC (a financial advisory firm) from September 2016 to December 2019.  Ms. Cepeda was previously Founder and President of A.C. Advisory, Inc. (a financial advisory firm) 1995-2016.   7   Ms. Cepeda is a Director or Trustee of: The UBS Funds (12 portfolios); UBS Relationship Funds; SMA Relationship Trust (1 portfolio); Morgan Stanley Pathway Funds (11 portfolios); BMO Financial Corp. (U.S. holding company for BMO Harris Bank N.A.); Ms. Cepeda was a Director of Fort Dearborn Income Securities, Inc. (2000 to 2016).
                     
Gail A. Schneider
99 High Street
Boston, MA 02110
(73)
  Chairperson and Trustee   Chairperson since 2022; Trustee
since 2009
  Ms. Schneider is a self-employed consultant since 2007. Ms. Schneider was previously an Executive Vice President at JP Morgan Chase & Co.   7   None
                     

Luis A. Ubiñas

99 High Street

Boston, MA 02110

(59)

  Trustee   Trustee
since 2019
  Mr. Ubiñas is retired. Mr. Ubiñas previously served as President of the Ford Foundation (a not-for profit organization) from 2008 to 2013 and prior to that he served as a Senior Partner for McKinsey & Company (a global consulting firm).   7   Mr. Ubiñas is a Director of: ATT, Electronic Arts, Inc., and Tanger Factory Outlet Centers, Inc.
30

Joan E. Steel

99 High Street

Boston, MA 02110

(68)

  Trustee   Trustee
since 2020
  Ms. Steel is the Founder and Chief Executive Officer of Alpha Wealth Advisors LLC since September 2009. Prior to founding her own firm, Ms. Steel was a Senior Vice President, Private Wealth Advisor for the Capital Group, a large global asset manager.   7   Ms. Steel was an independent director of The Hershey Trust Company from 2012-2016.

 

Interested Trustee

 

Name, Address
and Age
  Position(s)
Held with
Trust
  Term of
Office(1)
and
Length of
Time
Served
  Principal
Occupation(s) During
Past 5 Years
  Number
of
Portfolios
in Fund
Complex*
Overseen
by
Trustee
  Other Directorships
Held by Trustee During
Past 5 Years
                     
                   
Richard S. Joseph**
(57)
  Trustee, President, and Chief Executive Officer   Since 2016   Mr. Joseph is Vice President and US Wealth Distribution Leader for Mercer Investments LLC since December 2015. Prior to December 2015, he was Chief Operating Officer of Mercer Investments LLC since 2005.   7   Mr. Joseph is a trustee of Mercer Trust Company LLC and was a director of Mercer Investments LLC from January 2017 to March 2019.

 

(1)  Each Trustee holds office for an indefinite term.
   
*

The “Fund Complex” consists of the Trust, which has seven portfolios.

   
** Mr. Joseph is considered to be an “interested person,” as defined in the 1940 Act, of the Trust due to his relationship with the Adviser.
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Officers

 

The executive officers of the Trust not named above are:

 

Name and Age   Position(s) Held with
Trust
  Term of Office(+)
and Length of
Time Served
  Principal Occupation(s) During Past 5
Years
             
           
Samantha Davidson (47)   Vice President   Since 2021   Ms. Davidson is a Senior Partner at Mercer for Mercer’s OCIO Business. Prior to joining Mercer in 2020, Ms. Davidson spent 17 years in various positions, most recently as Managing Director and head of client solutions for Goldman Sachs Personal Financial Management.
             
Stephen Gouthro (54)   Vice President, Treasurer and Chief Financial Officer   Since 2018   Mr. Gouthro is a partner at Mercer and U.S. Chief Operating Officer for Mercer’s U.S. Business Solutions Group. Mr. Gouthro joined Mercer in 2018. Prior to joining Mercer, Mr. Gouthro was at Putnam Investments in various leadership roles in Operations, Technology, and Investments.
             
Barry Vallan (53)   Vice President and Assistant Treasurer   Since 2021   Mr. Vallan is a Principal and the Head of Fund Administration at Mercer Investments LLC. Prior to joining Mercer in 2020, Mr. Vallan was Vice President of Fund Administration at J.P. Morgan (from 2017 to 2020).  
             
Jeff Coleman (52)   Vice President and Assistant Treasurer   Since 2019   Mr. Coleman is Head of Investment Operations at Mercer Investments LLC since 2019. Prior to joining Mercer, Mr. Coleman was a Vice President at Fidelity Investments from 2016 to 2018.
             
Stan Mavromates (61)   Vice President and Chief Investment Officer   Since 2012   Mr. Mavromates is Vice President and Chief Investment Officer of Mercer Investments LLC since 2012.
             
Colin Dean (45)   Vice President and Assistant Secretary   Since 2021++   Mr. Dean is Global Chief Counsel, Investments since 2018.  He has served as Senior Legal Counsel - Investments for Mercer Investments LLC since 2010.
             
Caroline Hulme (37)   Vice President, Chief Legal Officer and Secretary   Since 2021++   Ms. Hulme is Senior Legal Counsel, Investments since 2018.  She served as Legal Counsel - Investments for Mercer Investments LLC since 2014. 
             
Larry Vasquez (55)   Vice President   Since 2012   Mr. Vasquez is a Vice President and Portfolio Manager of Mercer Investments LLC since 2012.
             
Erin Lefkowitz (41)   Vice President   Since 2021   Ms. Lefkowitz is a Vice President and Senior Portfolio Manager of Mercer Investments LLC. Prior to joining Mercer in 2021, Ms. Lefkowitz held various roles in risk management, portfolio construction, trading and global fixed income portfolio management at Putnam Investments.
32
Tammy Choe (41)   Vice President and Chief Compliance Officer   Since 2022   Ms. Choe serves as Chief Compliance Officer of Mercer Investments LLC since March 2022 and Mercer Trust Company LLC since May 2022.  Prior to joining Mercer, Ms. Choe was Chief Compliance Officer at Cadre (CCV, LLC) from June to December 2021.  Ms. Choe also served in various compliance positions for Prudential Financial including Chief Compliance Officer from 2020-2021 of QMA LLC (a PGIM subsidiary), and Deputy Chief Compliance Officer from 2015-2020.
             
Kevin McKiernan (58)   Vice President and Deputy Chief Compliance Officer   Since 2021   Mr. McKiernan is a Senior Compliance Officer at Mercer Investments LLC. Prior to joining Mercer in 2019, he served as a compliance consultant for Mission Critical Services Corp. From 2004 to 2018, Mr. McKiernan held various positions with Prudential Financial, most recently as Director, PGIM Investments.

 

+ Officers of the Trust are elected by the Trustees and serve at the pleasure of the Board.
   
++ Prior to 2021, Mr. Dean and Ms. Hulme each held different positions with the Trust, since 2010 and 2017, respectively.
33

Board Leadership Structure

 

The Board is responsible for supervising the management of the Trust. The Board currently consists of six Trustees, five of whom are not “interested persons” of the Trust or the Adviser, within the meaning of Section 2(a)(19) of the 1940 Act (“Independent Trustees”). The Chairperson of the Board is an Independent Trustee elected by a majority of the Trustees currently in office. As discussed below, the Board has two standing committees, an Audit Committee and a Nominating and Corporate Governance Committee, each of which is comprised solely of Independent Trustees. The Board believes its leadership structure, in which the Chairperson of the Board is not affiliated with the Adviser, is appropriate, in light of the services that the Adviser provides to the Trust and potential conflicts of interest that could arise from these relationships.

 

Qualifications of Trustees

 

In addition to the information about the Trustees provided in the table above, the following is a brief discussion of some of the specific experiences, qualifications, attributes, and/or skills of each Trustee that support the Board’s belief, as of the date of this SAI that he or she should serve as a Trustee of the Trust. The Board believes that the significance of each Trustee’s experience, qualifications, attributes, or skills is an individual matter (meaning that experience that is important for one Trustee may not have the same value for another Trustee) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that the Trustees need to have the ability to critically review, evaluate, question, and discuss information provided to them, and to interact effectively with Trust management, service providers, and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that the Trustees satisfy this standard. Experience relevant to having this ability may be achieved through a Trustee’s educational background; business, professional training or practice, public service or academic positions; experience from service as a board member (including the Board of the Trust) or as an executive of investment funds, public companies, or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Board’s Nominating and Corporate Governance Committee contains certain other factors considered by the Committee in identifying and evaluating potential Trustee nominees. To assist the Board in evaluating matters under federal and state law, the Trustees are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Adviser, and also may benefit from information provided by the Trust’s and the Adviser’s counsel; both Board and Trust counsel have significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.

 

Harrison M. Bains, Jr. Mr. Bains has served as an Independent Trustee of the Trust since 2005 and has been most recently approved by shareholders of the Trust on October 28, 2019. Mr. Bains has no relationships that would impair his independence to the Trust. Mr. Bains has experience serving on the Board of the Trust as well as on the boards of other business organizations and investment companies. Mr. Bains has substantial senior corporate financial management experience. Mr. Bains most recently has served as Vice President and Treasurer of Bristol-Myers Squibb Co., and previously served as a Senior Vice President and Treasurer of RJR Nabisco and as a Senior Vice President of Chase Manhattan.

 

Adela M. Cepeda. Ms. Cepeda has served as an Independent Trustee of the Trust since 2005 and has been most recently approved by shareholders of the Trust on October 28, 2019. Ms. Cepeda has no relationships that would impair her independence to the Trust. Ms. Cepeda has experience serving on the Board of the Trust as well as on the boards of other investment companies, businesses, and not-for-profit organizations. Ms. Cepeda has significant professional experience with financial transactions. Ms. Cepeda was Founder and President of A.C. Advisory, Inc., a municipal financial advisory firm, and previously chaired the Audit Committee of the board of Wyndham International, Inc.

 

Gail A. Schneider. Ms. Schneider has served as an Independent Trustee of the Trust since 2009 and has been most recently approved by shareholders of the Trust on October 28, 2019. Ms. Schneider has no relationships that would impair her independence to the Trust. Ms. Schneider’s experience has included serving on the boards of directors of several organizations throughout her career. Ms. Schneider worked for 20 years at JP Morgan Chase & Co., where she was an Executive Vice President. As Executive Vice President, Ms. Schneider was responsible for the management of the Retail Investment and Banking businesses as well as Fiduciary businesses, including the J.P. Morgan Chase & Co. Trust Department and Retirement Services. Most recently, Ms. Schneider has worked as a self-employed consultant, introducing positive psychology principles into the domains of business and education.

 

Luis A. Ubiñas. Mr. Ubiñas has served as an Independent Trustee of the Trust since 2019 and has been most recently approved by shareholders of the Trust on October 28, 2019. Mr. Ubiñas has no relationships that would impair his independence to the Trust. Mr. Ubiñas’ experience has included serving as President of the Ford Foundation and as a senior partner at McKinsey & Company. Mr. Ubiñas also served on the US Trade Commission and on the Commission for US Competitiveness of the Export-Import Bank. Most recently, Mr. Ubiñas has served on the boards of various public and private companies and on the boards of non-profit organizations.

 

Joan E. Steel. Ms. Steel has served as an Independent Trustee of the Trust since 2020, when she was appointed by the Independent Trustees. Ms. Steel has no relationships that would impair her independence to the Trust. Ms. Steel’s experience has included serving

34

as Founder and Chief Executive Officer of Alpha Wealth Advisors LLC, an independent financial consulting firm. Ms. Steel has served on the boards of various non-profit organizations and private companies.

 

Richard S. Joseph. Mr. Joseph has served as a Trustee of the Trust since 2017 and has been most recently approved by shareholders of the Trust on October 28, 2019. Mr. Joseph has been President and Head of the US Mercer Delegated Solutions of the Adviser since December 2015. Prior to December 2015, he was Chief Operating Officer of the Adviser since 2005.

 

Additional information regarding the general characteristics considered by the Nominating and Corporate Governance Committee of the Board in recommending a Trustee, and any potential nominee to serve as Trustee, may be found below under “Board Committees.”

 

Board Committees

 

Mr. Bains, Ms. Cepeda, Ms. Schneider, Mr. Ubiñas and Ms. Steel sit on the Trust’s Audit Committee, and Ms. Steel serves as Chairperson of the Audit Committee. The Audit Committee has the responsibility, among other things, to: (i) oversee the accounting and financial reporting processes of the Trust and to receive reports regarding its internal control over financial reporting; (ii) oversee the quality and integrity of each Fund’s financial statements and the independent audit(s) thereof; (iii) oversee or assist Board oversight of the Trust’s compliance with legal and regulatory requirements relating to the Trust’s accounting and financial reporting and independent audits; (iv) approve, prior to appointment, the engagement of the Trust’s independent registered public accounting firm, and review and evaluate the qualifications, independence, and performance of the Trust’s independent registered public accounting firm; and (v) act as a liaison between the Trust’s independent registered public accounting firm and the full Board. During the fiscal year ended March 31, 2022, the Audit Committee met 3 times.

 

Mr. Bains, Ms. Cepeda, Ms. Schneider, Mr. Ubiñas and Ms. Steel sit on the Trust’s Nominating and Corporate Governance Committee. Ms. Cepeda serves as Chairperson of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has the responsibility, among other things, to: (i) make recommendations and to consider shareholder recommendations for nominations for Trustees; (ii) periodically review Independent Trustee compensation and recommend any changes to the Independent Trustees as a group; and (iii) make recommendations to the full Board for nominations for membership on all committees, review all committee assignments, and periodically review the responsibilities and need for all committees of the Board.

 

While the Nominating and Corporate Governance Committee is solely responsible for the recommendation of Trustee candidates, the Nominating and Corporate Governance Committee may consider nominees recommended by Fund shareholders. The Nominating and Corporate Governance Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Trust, c/o Mercer Investments LLC, 99 High Street, Boston, MA 02110. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Trustees, as well as information sufficient to evaluate the individual’s qualifications. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. In addition, a nominee must provide such additional information as reasonably requested by the Nominating and Corporate Governance Committee.

 

In evaluating a person as a potential nominee to serve as a Trustee of the Trust (including any nominees recommended by shareholders), the Nominating and Corporate Governance Committee of the Board considers, among other factors that the Committee may deem appropriate and relevant:

 

  the character and integrity of the person;
  whether or not the person is qualified under applicable laws and regulations to serve as a Trustee of the Trust;
     
 
  whether or not the person has any relationships that might impair his or her independence in serving on the Board such as any business, financial, or family relationships with Trust management, the Adviser and the Subadvisers, Trust service providers, or their affiliates;
 
   
  whether the nomination of the person would be consistent with Trust policy and applicable laws and regulations regarding the number and percentage of the Independent Trustees on the Board;
  the person’s judgment, skill and experience with investment companies and other organizations of comparable purpose, complexity, and size and subject to similar legal restrictions and oversight;
  whether or not the person serves on the boards of trustees, or is otherwise affiliated with, other financial service organizations or those organizations’ mutual fund complexes;
  whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Trustee of the Trust;
  the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences; and
35
whether the Committee believes the person has the ability to exercise effective business judgment and would act in the best interests of the Trust and its shareholders.

 

The Nominating and Corporate Governance Committee also may establish specific requirements and/or additional factors to be considered for Board candidates as the Committee deems necessary or appropriate. During the fiscal year ended March 31, 2022, the Nominating and Corporate Governance Committee met 1 time.

 

Board’s Role in Risk Oversight

 

The Board does not have a direct role in the day-to-day risk management of the Trust. Rather, the Board’s role in the management of the Trust is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Trust, primarily the Adviser, its affiliates, and the Subadvisers, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, liquidity risk, issuer and counterparty credit risk, compliance risk, and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairperson, acting between Board meetings, regularly interacts with and receives reports from senior personnel of the Trust’s service providers, including the Adviser’s Chief Investment Officer (or a senior representative of his office), the Trust’s Chief Compliance Officer, and the Subadvisers’ portfolio management personnel. The Audit Committee, which oversees the financial reporting of the Trust and its service providers, meets in scheduled meetings with the Trust’s independent registered public accounting firm and the Trust’s Chief Financial Officer, with which the Audit Committee Chairman maintains contact between Committee meetings. The Board also receives periodic presentations from senior personnel of the Adviser (including the LRC), or its affiliates, and the Subadvisers regarding risk management generally, as well as periodic presentations regarding specific operational, compliance, or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, liquidity, credit, investment research, and securities lending. The Board has adopted policies and procedures designed to address certain risks to the Funds. In addition, the Adviser and other service providers to the Funds have adopted a variety of policies, procedures, and controls designed to address particular risks to the Funds. Different processes, procedures, and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Trust. The Board also receives reports from counsel to the Trust or counsel to the Adviser and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

 

TRUSTEES’ OWNERSHIP OF FUND SHARES

 

The following table sets forth the dollar range of equity securities of the Funds beneficially owned by each Trustee as of December 31, 2021:

 

Name of Trustee   Dollar Range of Equity
Securities in the Funds
  Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
the Trustee in the Family
of Investment Companies
Independent Trustees        
         
Harrison M. Bains, Jr.   None   None
Adela M. Cepeda   None   None
Gail A. Schneider   None   None
Luis A. Ubiñas   None   None
Joan E. Steel   None   None
         
Interested Trustee        
         
Richard S. Joseph   None   None

 

As of December 31, 2021, the Trustees did not own any securities issued by the Adviser, the Distributor, or a Subadviser, or any company controlling, controlled by, or under common control with the Adviser, the Distributor, or a Subadviser.

36

TRUSTEES’ COMPENSATION

 

The following table sets forth the compensation earned by the Trustees for the Trust’s fiscal year ended March 31, 2022:

 

Name   Annual Aggregate
Compensation
From the Trust
    Pension or
Retirement Benefits
Accrued As Part of
Fund Expenses
    Total
Compensation
From the Trust and
Fund Complex
Paid to Trustees
 
Independent Trustees                        
                         
Harrison M. Bains, Jr.   $ 200,500       None     $ 200,500  
Adela M. Cepeda   $ 215,500       None     $ 215,500  
Gail A. Schneider   $ 205,750       None     $ 205,750  
Luis A. Ubiñas   $ 189,250       None     $ 189,250  
Joan E. Steel   $ 193,500       None     $ 193,500  
                         
Interested Trustee                        
                         
Richard S. Joseph     None       None       None  

 

No officer of the Trust who is also an officer or employee of the Adviser receives any compensation from the Trust for services to the Trust. Effective January 1, 2022, the Trust pays each Independent Trustee an annual retainer of $125,000. In addition, the Trust pays the Chairperson of the Board $30,000 per year, the Chairperson of the Nominating and Corporate Governance Committee $15,000 per year, and the Chairperson of the Audit Committee $17,000 per year. The Trust also pays each Independent Trustee $10,000 per regular in-person Board meeting attended, $10,000 per ad-hoc in-person Board meeting attended, and $5,000 per ad-hoc telephonic Board meeting attended. Each member of the Audit Committee and the Nominating and Corporate Governance Committee additionally receives $6,000 and $5,000, respectively, per Committee meeting attended.

 

Prior to January 1, 2022, the Trust paid each Independent Trustee an annual retainer of $100,000. In addition, the Trust paid the Chairperson of the Board $30,000 per year, the Chairperson of the Nominating and Corporate Governance Committee $12,000 per year, and the Chairperson of the Audit Committee $15,000 per year. The Trust also paid each Independent Trustee $10,000 per regular in-person Board meeting attended, $10,000 per ad-hoc in-person Board meeting attended, and $3,500 per ad-hoc telephonic Board meeting attended. Each member of the Audit Committee and the Nominating and Corporate Governance Committee additionally received $6,000 and $5,000, respectively, per Committee meeting attended.

 

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of the Trust is presumed to control the Trust under the provisions of the 1940 Act. Note that a controlling person possesses the ability to control the outcome of matters submitted for shareholder vote of the Trust.

 

As of June 30, 2022, the Trustees and officers of the Trust, as a group, did not own 1% or more of any class of equity securities of any of the Funds.

 

As of June 30, 2022, the persons listed in the table below owned, beneficially or of record, 5% or more of a class of equity securities of the respective Funds. The address for each of the principal holders identified below is: Attn: Stephen Gouthro, 99 High Street, Boston, Massachusetts 02110.

37
Fund/Class of Shares   Principal Holders of
Securities
  Number of
Shares Held
    Percentage of
the
Outstanding
Shares of the
Class
 
                     
Mercer US Large Cap Equity Fund Class Y-3   Mercer Group Trust: Mercer Large Cap Stock Fund    

90,198,030.05

      74.25 %
                     
Mercer US Large Cap Equity Fund Class Y-3   Mercer Collective Trust: Mercer US Large Cap Equity Portfolio    

20,981,291.08

     

17.27

%
                     
Mercer US Large Cap Equity Fund Class Y-3   National Financial Services LLC for the Exclusive Benefit of our Customers     8,179,954.42       6.73 %
                     
Mercer US Small/Mid Cap Equity Fund Class Y-3   Mercer Group Trust: Mercer Small/Mid Cap Stock Fund     77,116,165.62       48.99 %
                     
Mercer US Small/Mid Cap Equity Fund Class Y-3   Mercer Collective Trust: Mercer US Small Mid Cap Equity Portfolio     68,260,998.34       43.37 %
                     

Mercer Core Fixed Income Fund Class I

 

  Charles Schwab & Co Inc. Special Custody Account FBO Customers     7,623,192.69       100.00 %
                     
Mercer Core Fixed Income Fund Class Y-3   Mercer Collective Trust: Mercer Core Fixed Income Portfolio     44,004,593.97       27.45 %
                     
Mercer Core Fixed Income Fund Class Y-3   Mercer Investments LLC FBO Orlando Health, Inc.     27,365,641.90       17.07 %
                     
Mercer Core Fixed Income Fund Class Y-3   Mercer Global Investments FBO Trust Fund for the People of the Republic of Micronesia     14,008,764.15       8.74 %
                     
Mercer Core Fixed Income Fund Class Y-3   Mercer Investments LLC FBO Avera Health     11,286,084.24       7.04 %
                     
Mercer Core Fixed Income Fund Class Y-3   National Financial Services LLC for the Exclusive Benefit of our Customers     10,460,632.00       6.53 %
                     
Mercer Non-US Core Equity Fund Class I   Charles Schwab & Co Inc. Special Custody Account FBO Customers     4,947,426.94       51.76 %
                     
Mercer Non-US Core Equity Fund Class I   National Financial Services LLC for the Exclusive Benefit of our Customers     3,726,517.07       38.99 %
                     
Mercer Non-US Core Equity Fund Class I   Mercer Investments LLC FBO TD Ameritrade Clearing, Inc.     883,553.92       9.24 %
                     
Mercer Non-US Core Equity Fund Class Y-3   Mercer Collective Trust: Mercer Non US Core Equity Portfolio     197,069,607.18       53.50 %
                     
Mercer Non-US Core Equity Fund Class Y-3   Mercer Group Trust: Mercer International Stock Fund     45,030,679.11       12.23 %
                     
Mercer Non-US Core Equity Fund Class Y-3   Mercer Investments LLC FBO Orlando Health, Inc.     27,086,599.61       7.35 %
                     
Mercer Global Low Volatility Equity Fund
Class Y-3
  Mercer Collective Trust: Mercer Global Low Volatility Equity Portfolio     79,635,116.42       83.45 %
                     
Mercer Emerging Markets Equity Fund
Class Y-3
  Mercer Collective Trust: Mercer Emerging Markets Equity Portfolio    

138,753,296.59

     

70.33

%
                     
Mercer Emerging Markets Equity Fund
Class Y-3
  Mercer Group Trust: Mercer International Stock Fund     17,363,016.39       8.80 %
                     
Mercer Opportunistic Fixed Income Fund
Class Y-3
  Mercer Collective Trust: Mercer Opportunistic Fixed Income Portfolio     88,897,626.07       71.06 %
                     
Mercer Opportunistic Fixed Income Fund
Class Y-3
  Mercer Investments LLC FBO Orlando Health, Inc.    

9,711,118.07

     

7.76

%
38

INVESTMENT ADVISORY, PRINCIPAL UNDERWRITING, AND OTHER SERVICE ARRANGEMENTS

 

Investment Adviser

 

Mercer Investments LLC, a Delaware limited liability company located at 99 High Street, Boston, Massachusetts 02110, serves as the investment adviser to the Funds. The Adviser is an indirect, wholly-owned subsidiary of Marsh & McLennan Companies, Inc., a global professional services firm, organized as a Delaware corporation. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) with the SEC.

 

The Adviser provides investment advisory services to each Fund pursuant to the Investment Management Agreement, as amended, dated July 1, 2014, between the Trust and the Adviser (the “Management Agreement”). Pursuant to the Management Agreement, the Trust employs the Adviser generally to manage the investment and reinvestment of the assets of the Funds. In so doing, the Adviser may hire one or more Subadvisers for each Fund to carry out the investment program of the Fund (subject to the approval of the Board). The Adviser continuously monitors each Subadviser’s management of the relevant Funds’ investment operations in accordance with the investment objectives and related policies of the relevant Funds, and, (where appropriate) administers the investment programs of the Funds. The Adviser furnishes periodic reports to the Board regarding the investment programs and performance of the Funds.

 

The Adviser is responsible for paying its expenses. The Trust pays the following expenses: the maintenance of its corporate existence; the maintenance of its books, records, and procedures; dealing with shareholders of the Funds; the payment of dividends; transfer of stock, including issuance, redemption, and repurchase of shares; preparation and filing of such forms as may be required by the various jurisdictions in which the Funds’ shares may be sold; preparation, printing, and mailing of reports and notices to shareholders; calling and holding of shareholders’ meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; taxes; and state and federal registration fees.

 

Pursuant to the Management Agreement, each Fund pays the Adviser a fee for managing the Fund’s investments that is calculated as a percentage of the Fund’s assets under management. For its investment services, the Adviser receives the annual investment management fees, set forth below as a percentage of the relevant Fund’s average daily net assets:

 

    Adviser Investment Management Fee*
On Net Assets
 
Funds   Average net
assets up to
$750 million
    Average net assets
in
excess of $750
million
up to $1 billion
    Average net assets
in excess of
$1 billion
 
Mercer US Large Cap Equity Fund     0.53 %     0.51 %     0.46 %
Mercer US Small/Mid Cap Equity Fund     0.90 %     0.88 %     0.83 %
Mercer Non-US Core Equity Fund     0.75 %     0.73 %     0.68 %
Mercer Emerging Markets Equity Fund     0.80 %     0.78 %     0.73 %
Mercer Global Low Volatility Equity Fund     0.75 %     0.73 %     0.68 %
Mercer Core Fixed Income Fund     0.35 %     0.33 %     0.28 %
Mercer Opportunistic Fixed Income Fund     0.80 %     0.78 %     0.73 %

 

* Consists of the total investment management fee payable by the Funds to the Adviser. The Adviser is responsible for paying the subadvisory fees.

 

The Adviser has contractually agreed, until at least July 31, 2023, to waive any portion of its investment management fee that it is entitled to under the Investment Management Agreement with respect to each Fund that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to that Fund’s subadvisers for the management of their allocated portions of the subject Fund. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Funds’ Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser.

 

For the prior three fiscal years, each Fund accrued and paid to the Adviser the following investment management fees:

39

Fiscal year ended March 31, 2020

 

Funds   Gross Investment
Management Fees
Earned by the
Adviser
    Net Investment
Management Fees
Paid After Fee
Waiver
 
             
Mercer US Large Cap Equity Fund   $ 3,322,203     $ 1,534,207  
                 
Mercer US Small/Mid Cap Equity Fund   $ 8,617,862     $ 3,992,282  
                 
Mercer Non-US Core Equity Fund   $ 18,148,207     $ 8,525,803  
                 
Mercer Emerging Markets Equity Fund   $ 8,344,788     $ 4,350,292  
                 
Mercer Global Low Volatility Equity Fund   $ 8,067,215     $ 2,519,159  
                 
Mercer Core Fixed Income Fund   $ 2,701,518     $ 723,321  
                 
Mercer Opportunistic Fixed Income Fund   $ 7,128,865     $ 2,780,420  

 

Fiscal year ended March 31, 2021

 

Funds   Gross Investment
Management Fees
Earned by the
Adviser
    Net Investment
Management Fees
Paid After Fee
Waiver
 
             
Mercer US Large Cap Equity Fund   $ 6,422,192     $ 3,095,334  
                 
Mercer US Small/Mid Cap Equity Fund   $ 14,097,821     $ 6,563,659  
                 
Mercer Non-US Core Equity Fund   $ 24,342,220     $ 11,340,581  
                 
Mercer Emerging Markets Equity Fund   $ 10,539,229     $ 5,291,113  
                 
Mercer Global Low Volatility Equity Fund   $ 8,807,043     $ 2,789,698  
                 
Mercer Core Fixed Income Fund   $ 3,595,870     $ 964,887  
                 
Mercer Opportunistic Fixed Income Fund   $ 9,324,657     $ 4,300,390  

 

Fiscal year ended March 31, 2022

 

Funds   Gross Investment
Management Fees
Earned by the
Adviser
    Net Investment
Management Fees
Paid After Fee
Waiver
 
             
Mercer US Large Cap Equity Fund   $ 7,962,379     $ 3,852,142  
                 
Mercer US Small/Mid Cap Equity Fund   $ 16,258,170     $ 7,591,098  
                 
Mercer Non-US Core Equity Fund   $ 26,461,511     $ 12,184,761  
                 
Mercer Emerging Markets Equity Fund   $ 12,344,743     $ 5,880,600  
                 
Mercer Global Low Volatility Equity Fund   $ 9,647,657     $ 3,220,568  
                 
Mercer Core Fixed Income Fund   $ 4,503,076     $ 1,233,120  
                 
Mercer Opportunistic Fixed Income Fund   $ 7,628,047     $  3,378,045  
40

Subadvisers, Sub-Subadvisers and Portfolio Managers

 

The Adviser has entered into a Subadvisory Agreement with each Subadviser. Each Subadviser makes day-to-day investment decisions for the portion of assets of the particular Fund that are allocated to the Subadviser. Certain of the Subadvisers have entered into sub-subadvisory agreements with sub-subadvisers to assist with the day-to-day portfolio management of the Subadviser’s allocated portion of the Fund’s portfolio.

 

The Adviser recommends one or more Subadvisers for each Fund to the Board based upon the Adviser’s continuing quantitative and qualitative evaluation of each Subadviser’s skills in managing assets pursuant to specific investment styles and strategies. Unlike many other mutual funds, the Funds are not associated with any one portfolio manager, and benefit from independent specialists selected from the investment management industry. Short-term investment performance, by itself, is not a significant factor in selecting or terminating a Subadviser, and the Adviser does not expect to recommend frequent changes of Subadvisers.

 

The Subadvisers have discretion, subject to oversight by the Board and the Adviser, to purchase and sell portfolio assets, consistent with the Subadvisers’ respective Funds’ investment objectives, policies, and restrictions, and specific investment strategies developed by the Adviser.

 

Generally, no Subadviser provides any services to any Fund except asset management and related administrative and recordkeeping services. However, a Subadviser or its affiliated broker-dealer may execute portfolio transactions for a Fund and receive brokerage commissions in connection therewith as permitted by Section 17(e) of the 1940 Act.

 

The Subadvisers also provide investment management and/or subadvisory services to other mutual funds and also may manage other pooled investment vehicles or other private investment accounts. Although investment decisions for a Fund are made independently from those of other funds and accounts, investment decisions for such other funds and accounts may be made at the same time as investment decisions are made for a Fund. Additional information about potential conflicts of interest regarding each Subadviser is set forth in the Subadviser’s Form ADV, which prospective shareholders should evaluate prior to purchasing Fund shares. A copy of Part 1 and Part 2 of the each Subadviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). A copy of Part 2 of the Adviser’s Form ADV will be provided to shareholders or prospective shareholders upon request.

 

Information about each portfolio manager’s compensation and the other accounts managed by the portfolio manager is included in Appendix C to this SAI. As of the date of this SAI, none of the portfolio managers owned any shares in any of the Funds.

 

Acadian Asset Management LLC (“Acadian”), located at 260 Franklin Street, Boston, Massachusetts 02110, serves as a Subadviser to the Mercer Global Low Volatility Equity Fund. Acadian is a subsidiary of BrightSphere Affiliate Holdings LLC, which is an indirectly wholly owned subsidiary of BrightSphere Investment Group Inc. (“BSIG”), a publicly listed company on the New York Stock Exchange (“NYSE”). Acadian exercises complete discretion over its investment philosophy, people and process, and Acadian is operated as a single independent entity. Acadian has been registered as an investment adviser with the SEC since 1986.

 

American Century Investment Management, Inc. (“American Century”), located at 4500 Main Street, Kansas City, Missouri 64111, serves as a Subadviser to the Mercer Non-US Core Equity Fund. American Century is incorporated under the laws of the State of Delaware. American Century is wholly owned by American Century Companies, Inc. (“ACC”). The Stowers Institute for Medical Research (“SIMR”) controls ACC by virtue of its beneficial ownership of more than 25% of the voting securities of ACC. SIMR is part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease.

 

Arrowstreet Capital, Limited Partnership (“Arrowstreet”), located at 200 Clarendon Street, 30th Floor, Boston, Massachusetts 02116, serves as a Subadviser to the Mercer Non-US Core Equity Fund. Arrowstreet is a discretionary institutional global asset manager and a registered investment adviser with the SEC. Headquartered in Boston, Massachusetts, Arrowstreet is a private limited partnership that is wholly-owned by its senior management and non-executive directors.

 

BennBridge US LLC (“BennBridge US”), with principal offices located at 260 Franklin Street, 16th Floor, Boston, Massachusetts 02110, serves as a Subadviser to the Mercer Emerging Markets Equity Fund. BennBridge US, which is organized as a Delaware limited liability company, is an indirect, wholly-owned subsidiary of Bennelong Funds Management Group Pty Ltd. (“Bennelong Funds Management”), which is a privately owned asset management firm based in Australia that maintains ownership positions in numerous

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private investment management firms. In connection with the services that BennBridge US provides to the Fund, BennBridge US utilizes the services of its UK-based affiliate BennBridge Ltd. through a participating affiliate arrangement that allows BennBridge Ltd. to provide services and investment personnel to BennBridge US pursuant to the subadvisory agreement with the Fund. BennBridge US and BennBridge Ltd. are both under the common control of Bennelong Funds Management. BennBridge Ltd. in turn utilizes the services of certain personnel of UK-based investment firm Skerryvore Asset Management LLP (“Skerryvore”) pursuant to the terms of an appointed representative services agreement that has been entered into between BennBridge Ltd. and Skerryvore under which certain personnel of Skerryvore have been assigned to and work for BennBridge Ltd. under the supervision of BennBridge Ltd. BennBridge US is registered as an investment adviser under the Advisers Act.

 

BlackRock International Limited (“BlackRock”), located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom, serves as a Subadviser to the Mercer Opportunistic Fixed Income Fund. BlackRock is currently organized as a corporation organized under the laws of Scotland and is a subsidiary of BlackRock, Inc. BlackRock is registered as an investment adviser under the Advisers Act.

 

Brandywine Global Investment Management, LLC (“Brandywine”), located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, serves as a Subadviser to the Mercer US Large Cap Equity Fund. Brandywine is a wholly owned subsidiary of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton (“Franklin”). Brandywine is registered as an investment adviser under the Advisers Act.

 

Colchester Global Investors Limited (“Colchester”), located at Heathcoat House, 20 Savile Row, London W1S 3PR, United Kingdom, serves as a Subadviser to the Mercer Opportunistic Fixed Income Fund. Colchester is currently organized as a limited company incorporated under the laws of England and Wales. Colchester is majority employee-owned and is controlled and operated by its Chairman and Chief Investment Officer, Ian Sims, through his controlling ownership of Colchester’s voting securities. Colchester is registered as an investment adviser under the Advisers Act.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie”), with principal offices located at 100 Independence, 610 Market Street, Philadelphia, PA 19106, serves as a Subadviser to the Mercer US Large Cap Equity Fund. Macquarie is registered as an investment adviser under the Advisers Act. Macquarie is a subsidiary of Macquarie Management Holdings, Inc. (“MMHI”). MMHI is a subsidiary and subject to the ultimate control of Macquarie Group Limited (“MGL”). MGL is a Sydney, Australia-headquartered global provider of banking, financial, advisory, investment and fund management services.

 

Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), with principal offices located at 40 Rowes Wharf, Boston, Massachusetts 02110 serves as a Subadviser to the Mercer Emerging Markets Equity Fund. GMO is an independent private company that is 100% owned by its active and retired partners. GMO is registered as an investment adviser under the Advisers Act.

 

GW&K Investment Management, LLC (“GW&K”), located at 222 Berkeley St., Boston, Massachusetts 02116, serves as subadviser to the Mercer US Small/Mid Cap Equity Fund. GW&K is an affiliate of Affiliated Managers Group, Inc., a publicly traded global asset management company (NYSE:AMG). GW&K operates independently and autonomously, with AMG holding a majority interest in the firm as GW&K’s institutional partner. The balance of the firm is owned by GW&K’s partners, who are responsible for the day-to-day management and operation of GW&K. GW&K is registered as an investment adviser under the Advisers Act.

 

Income Research & Management (“IR+M”), located at 100 Federal Street, 30th Floor, Boston, Massachusetts 02110, serves as a Subadviser to the Mercer Core Fixed Income Fund.  IR+M is a Massachusetts business trust founded in 1987 and has been 100% privately owned since its inception in 1987 and remains so today. IR+M is registered as an investment adviser under the Advisers Act.

 

Jennison Associates LLC (“Jennison”), with principal offices located at 466 Lexington Avenue, New York, New York 10017 serves as a Subadviser to the Mercer US Large Cap Equity Fund. Jennison is operationally an independently managed, 100% indirect subsidiary of Prudential Financial, Inc. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc. (“PGIM”). PGIM is a direct, wholly owned subsidiary of PGIM Holding Company LLC. PGIM Holding Company, LLC, is a direct, wholly owned subsidiary of Prudential Financial, Inc. Jennison is registered as an investment adviser under the Advisers Act.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”), located at One Financial Center, Boston, Massachusetts 02111, serves as a subadviser to the Mercer US Small/Mid Cap Equity Fund and Mercer Opportunistic Fixed Income Fund. Loomis Sayles is registered as an investment adviser under the Advisers Act. Loomis Sayles is currently organized as a Delaware limited partnership and its sole general partner, Loomis, Sayles & Company, Inc., is directly owned by Natixis Investment Managers, LLC (“Natixis LLC”). Natixis LLC is an indirect subsidiary of Natixis Investment Managers, an international asset management group based in Paris, France. Natixis Investment Managers is ultimately owned by Natixis, a French investment banking and financial services firm. Natixis is wholly-owned

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by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. The registered address of Natixis is 30, avenue Pierre Mendès France, 75013 Paris, France. The registered address of BPCE is 50, avenue Pierre Mendès France, 75013 Paris, France.  

 

LSV Asset Management (“LSV”), located at 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606, serves as a Subadviser to the Mercer US Small/Mid Cap Equity Fund and Mercer Non-US Core Equity Fund. LSV is a partnership between LSV’s management team and current and retired employee partners and SEI Funds, Inc., a wholly-owned subsidiary of SEI Investments Company. LSV is registered as an investment adviser under the Advisers Act.

 

Manulife Investment Management (US) LLC (“Manulife”), located at 197 Clarendon Street, Boston, Massachusetts 02116, serves as a subadviser to the Mercer Core Fixed Income Fund. Manulife is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (a subsidiary of Manulife Financial Corporation).

 

Martingale Asset Management, L.P. (“Martingale”), located at 888 Boylston Street, Suite 1400, Boston, Massachusetts 02199, serves as a Subadviser to the Mercer Global Low Volatility Equity Fund. Martingale is organized under the laws of the State of Delaware. Martingale is an independent, privately held investment adviser principally owned by its employees. Martingale is registered as an investment adviser under the Advisers Act.

 

Massachusetts Financial Services Company (“MFS”), located at 111 Huntington Avenue, Boston, Massachusetts 02199, serves as a Subadviser to the Mercer Non-US Core Equity Fund. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect, majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). MFS is registered as an investment adviser under the Advisers Act.

 

Ninety One North America, Inc. (“Ninety One”), with a principal office located at 65 East 55th Street, 30th floor, New York, New York 10022, serves as a Subadviser to the Mercer Global Low Volatility Equity Fund. Ninety One is a wholly-owned indirect subsidiary of Ninety One plc. The Ninety One Group is dual-listed, comprising Ninety One plc, a public limited company incorporated in England and Wales and Ninety One Limited, a public company incorporated in the Republic of South Africa. Ninety One is listed on the London and Johannesburg Stock Exchanges. Ninety One is registered as an investment adviser under the Advisers Act.

 

Origin Asset Management LLP (“Origin”), with principal offices located at One Carey Lane, London, United Kingdom EC2V 8AE serves as a Subadviser to the Mercer Emerging Markets Equity Fund. Origin is registered as an investment adviser under the Advisers Act. Origin is a subsidiary of Principal Financial Group, Inc.

 

O’Shaughnessy Asset Management, LLC (“O’Shaughnessy”), located at 6 Suburban Avenue, Stamford, Connecticut 06901, serves as a Subadviser to the Mercer US Large Cap Equity Fund. Effective December 31, 2021, O’Shaughnessy was acquired by Franklin and became a wholly owned subsidiary of Franklin. O’Shaughnessy is registered as an investment adviser under the Advisers Act.

 

Parametric Portfolio Associates LLC (“Parametric”), headquartered at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104, serves as a Subadviser to the Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund and Mercer Global Low Volatility Equity Fund. Parametric is a wholly-owned subsidiary of Morgan Stanley, a publicly traded company. Parametric is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley. Parametric is owned directly by Eaton Vance Acquisitions LLC, a privately held subsidiary of Morgan Stanley. Parametric is registered as an investment adviser under the Advisers Act.

 

PGIM, Inc. (“PGIM”), located at 655 Broad Street, 8th Floor, Newark, New Jersey 07102, serves as a Subadviser to the Mercer Core Fixed Income Fund. PGIM is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”), a publicly held company. PFI of the United States is not affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom. PGIM is an SEC-registered investment adviser organized as a New Jersey corporation. PGIM Fixed Income is the primary public fixed income asset management unit within PGIM responsible for sub-advising the Fund.

 

Polen Capital Management LLC (“Polen”), located at 1825 NW Corporate Boulevard, Boca Raton, Florida 33431, serves as a Subadviser to the Mercer US Large Cap Equity Fund. Polen is currently organized as a limited liability company under the laws of Delaware. Polen is registered as an investment adviser under the Advisers Act.

 

River Road Asset Management, LLC (“River Road”), located at 462 South Fourth Street, Suite 2000, Louisville, Kentucky 40202, serves as a Subadviser to the Mercer US Small/Mid Cap Equity Fund. River Road is indirectly, majority-owned by Affiliated Managers Group, Inc., and is registered as an investment adviser under the Advisers Act.

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Schroder Investment Management North America Inc. (“SIMNA Inc.”), with principal offices located at 7 Bryant Park, New York, New York 10018, serves as a Subadviser to the Mercer Emerging Markets Equity Fund. SIMNA Inc. is an indirect, wholly-owned subsidiary of Schroders plc, a publicly-traded global asset management holding company organized under the laws of England. SIMNA Inc. is registered as an investment adviser under the Advisers Act.

 

Schroder Investment Management North America Ltd. (“SIMNA Ltd.”), with principal offices located at 1 London Wall Place, London, EC2Y 5AU, United Kingdom serves as a Sub-Subadviser to the Mercer Emerging Markets Equity Fund. SIMNA Ltd. is also an indirect, wholly-owned subsidiary of Schroders plc and an affiliate of SIMNA Inc. SIMNA Ltd. is registered as an investment adviser under the Advisers Act.

 

Veritas Asset Management LLP (“Veritas”), located at 1 Smart’s Place, London WC2B 5LW, serves as a Subadviser to the Mercer Global Low Volatility Equity Fund. Veritas is currently organized as a Limited Liability Partnership organized under the laws of England and Wales. Veritas is registered as an investment adviser under the Advisers Act.

 

Western Asset Management Company, LLC (“WAMCO”), located at 385 E. Colorado Blvd, Pasadena, California 91101, serves as a Subadviser to the Mercer Opportunistic Fixed Income Fund. WAMCO is currently organized as a limited liability company. WAMCO is a wholly owned subsidiary of Franklin. WAMCO is registered as an investment adviser under the Advisers Act.

 

Western Asset Management Company Limited (“WAMCL”), located at 10 Exchange Square, Primrose Street, London EC2A 2EN, United Kingdom, serves as a Sub-Subadviser to the Mercer Opportunistic Fixed Income Fund. WAMCL is currently organized as a private limited liability company and is under common control with WAMCO by Franklin. WAMCL is registered as an investment adviser under the Advisers Act.

 

Westfield Capital Management Company, L.P. (“Westfield”), located at One Financial Center, Boston, Massachusetts, 02111, serves as a Subadviser to the Mercer US Small/Mid Cap Equity Fund. Westfield is 100% employee owned. Westfield is a Delaware limited partnership that is registered as an investment adviser under the Advisers Act.

 

William Blair Investment Management, LLC (“William Blair”), located at 150 North Riverside Plaza, Chicago, Illinois, 60606, serves as a Subadviser to the Mercer Emerging Markets Equity Fund. William Blair is a limited liability company. William Blair is a wholly owned subsidiary of WBC Holdings, L.P., which is wholly owned by current employees of William Blair and its affiliate, William Blair & Company, L.L.C., a registered investment adviser and securities broker-dealer. William Blair is registered as an investment adviser under the Advisers Act.

 

For the prior three fiscal years, the Adviser paid to all Subadvisers to each Fund the following in aggregate compensation, which represented the percentages of each Fund’s average net assets during that period noted below:

 

Fiscal year ended March 31, 2020

 

Funds   Aggregate
Subadvisory Fees
Paid by the Adviser
    Subadvisory Fees
Paid by the Adviser
as a Percentage of
Average Net Assets
 
                 
Mercer US Large Cap Equity Fund   $ 1,548,909       0.24 %
                 
Mercer US Small/Mid Cap Equity Fund   $ 3,990,793       0.41 %
                 
Mercer Non-US Core Equity Fund   $ 8,553,909       0.33 %
                 
Mercer Emerging Markets Equity Fund   $ 4,375,218       0.41 %
                 
Mercer Global Low Volatility Equity Fund   $ 2,530,312       0.23 %
                 
Mercer Core Fixed Income Fund   $ 732,484       0.09 %
                 
Mercer Opportunistic Fixed Income Fund   $ 2,780,510       0.31 %
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Fiscal year ended March 31, 2021

 

Funds   Aggregate
Subadvisory Fees
Paid by the Adviser
    Subadvisory Fees
Paid by the Adviser
as a Percentage of
Average Net Assets
 
                 
Mercer US Large Cap Equity Fund   $ 3,071,486       0.24 %
                 
Mercer US Small/Mid Cap Equity Fund   $ 6,631,947       0.41 %
                 
Mercer Non-US Core Equity Fund   $ 11,347,167       0.33 %
                 
Mercer Emerging Markets Equity Fund   $ 5,152,697       0.38 %
                 
Mercer Global Low Volatility Equity Fund   $ 2,810,206       0.23 %
                 
Mercer Core Fixed Income Fund   $ 955,204       0.09 %
                 
Mercer Opportunistic Fixed Income Fund   $ 4,307,985       0.36 %

 

Fiscal year ended March 31, 2022

 

Funds   Aggregate
Subadvisory Fees
Paid by the Adviser
    Subadvisory Fees
Paid by the Adviser
as a Percentage of
Average Net Assets
 
                 
Mercer US Large Cap Equity Fund   $ 3,882,045       0.24 %
                 
Mercer US Small/Mid Cap Equity Fund   $ 7,572,195       0.40 %
                 
Mercer Non-US Core Equity Fund   $ 12,153,571       0.32 %
                 
Mercer Emerging Markets Equity Fund   $ 5,983,278       0.37 %
                 
Mercer Global Low Volatility Equity Fund   $ 3,204,134       0.24 %
                 
Mercer Core Fixed Income Fund   $ 1,232,417       0.09 %
                 
Mercer Opportunistic Fixed Income Fund   $ 3,377,644       0.35 %

 

Administrative, Accounting, and Custody Services

 

Administrative and Accounting Services. State Street (the “Administrator”), located at 1 Heritage Drive, North Quincy, Massachusetts 02171, is the administrator of the Funds. The Funds pay the Administrator at the following annual contract rates of the Funds’ average daily net assets for external administrative services: Fund assets up to $5 billion, 0.0160%, Fund assets in excess of $5 billion and not more than $10 billion, 0.0155%, Fund assets in excess of $10 billion and not more than $20 billion, 0.0150%, and Fund assets in excess of $20 billion, 0.0145%. These external administrative services include fund accounting, daily and ongoing maintenance of certain Fund records, calculation of the Funds’ net asset values (the “NAVs”), and preparation of shareholder reports. The table below sets forth the

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total dollar amounts that each Fund paid to the Administrator for administrative services provided during the fiscal years ended March 31:

 

    2020     2021     2022  
                         
Mercer US Large Cap Equity Fund   $ 160,328     $ 259,375     $ 309,230  
                         
Mercer US Small/Mid Cap Equity Fund   $ 213,744     $ 325,530     $ 364,358  
                         
Mercer Non-US Core Equity Fund   $ 689,718     $ 901,881     $ 933,407  
                         
Mercer Emerging Markets Equity Fund   $ 611,875     $ 649,372     $ 769,423  
                         
Mercer Global Low Volatility Equity Fund   $ 275,323     $ 294,540     $ 308,994  
                         
Mercer Core Fixed Income Fund   $ 193,599     $ 256,204     $ 306,710  
                         
Mercer Opportunistic Fixed Income Fund   $ 544,067     $ 567,385     $ 462,756  

 

Custody Services. State Street (the “Custodian”), located at 1 Heritage Drive, North Quincy, Massachusetts 02171, provides custody services for the securities and cash of the Funds. The custody fee schedule is based primarily on the net amount of assets held during the period for which payment is being made, plus a per transaction fee for transactions during the period. The Custodian utilizes foreign sub-custodians under procedures approved by the Board in accordance with applicable legal requirements.

 

Shareholder Administrative Services Arrangements

 

Shareholder Administrative Services Plan. The Board has adopted a Shareholder Administrative Services Plan on behalf of the Funds to compensate those parties that provide, or that arrange for the provision of, certain types of non-distribution related shareholder administrative services (“Shareholder Administrative Services”) that are provided to the Adviser Class, Class I and Class Y-2 shareholders of each Fund and/or for overseeing and monitoring the provision of such Shareholder Administrative Services. The fees payable under the Shareholder Administrative Services Plan may be paid to the Funds’ distributor and to the Adviser or its affiliates, or to such banks, broker-dealers, trust companies, insurance companies, financial planners, retirement plan administrators, mutual fund supermarkets, and other similar types of third-party financial industry service providers (the “Administrative Services Providers”) that provide Shareholder Administrative Services to the shareholders of the subject classes, provided that such Shareholder Administrative Services are not duplicative of the services otherwise already being provided to the shareholders by other parties. The Shareholder Administrative Services Plan provides for payments in an amount or at a rate not to exceed 0.25%, 0.25%, and 0.15% on an annual basis of the average daily net asset value of the Adviser Class, Class I and Class Y-2 shares of the Funds, respectively. These fees are used to compensate Administrative Services Providers for providing various types of shareholder administrative support services including: (a) attending to shareholder correspondence, requests and inquiries, and other communications with shareholders; (b) assisting with exchanges and with the processing of purchases and redemptions of shares; (c) preparing and disseminating information and documents for use by shareholders; (d) assisting shareholders with purchase, exchange and redemption requests; (e) receiving, aggregating and processing purchase and redemption orders; (f) providing and maintaining retirement plan records; (g) communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts; (h) acting as the sole shareholder of record and nominee for shareholders; (i) maintaining account records and providing Shareholders with account statements; (j) processing dividend payments; (k) issuing shareholder reports and transaction confirmations; (l) providing sub-accounting services; (m) forwarding shareholder communications to shareholders; (n) receiving, tabulating and transmitting proxies executed by shareholders; (o) disseminating information about the Funds; (p) providing general account administration activities; and (q) providing monitoring and oversight of non-advisory relationships with entities providing services to the subject classes, including the Transfer Agent and those Administrative Services Providers that provide non-distribution related sub-transfer agency, administrative, sub-accounting and other similar types of non-distribution related shareholder administrative services to shareholders in the subject classes.

 

Shareholder Administrative Services Agreement. The Adviser has entered into a Shareholder Administrative Services Agreement with the Funds pursuant to which the Adviser provides certain Shareholder Administrative Services to each Fund’s Adviser Class, Class I and Class Y-2 shareholders, including providing or procuring the types of non-distribution related shareholder administrative services described above and for monitoring and overseeing non-advisory relationships with entities providing such services to these share classes. Under the Shareholder Administrative Service Agreement, the Adviser is entitled to a fee of 0.15% on an annual basis of the respective average daily net assets for each of the Adviser Class, Class I and Class Y-2 shares of the Funds. Under the Funds’ shareholder servicing arrangements, amounts required to be paid by the Funds under the Shareholder Administrative Services Agreement are accrued from the fees paid under the Shareholder Administrative Services Plan.

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No shares of the Adviser Class, Class I and Class Y-2 share classes (other than Class I shares of the Mercer Non-US Core Equity Fund and Mercer Core Fixed Income Fund) were outstanding prior to the date of this SAI, and as a result the Funds did not pay any fees under the Shareholder Administrative Services Plan except for the following fees, which were paid for the periods from the commencement of operations of Class I shares (July 22, 2021 for the Mercer Non-US Core Equity Fund and December 27, 2021 for the Mercer Core Fixed Income Fund) through March 31, 2022: $5,351 for the Mercer Non-US Core Equity Fund and $60,812 for the Mercer Core Fixed Income Fund.

 

Principal Underwriting Arrangements

 

MGI Funds Distributors, LLC (the “Distributor”), a Delaware limited liability company that is a wholly-owned subsidiary of Foreside Distributors, LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, acts as the principal underwriter of each class of shares of the Funds pursuant to a Distribution Agreement with the Trust. The Distribution Agreement requires the Distributor to use its best efforts, consistent with its other businesses, to sell shares of the Funds. Shares of the Funds are offered continuously.

 

A Distribution and Shareholder Services Plan pertaining to the Adviser Class shares of the Funds has been adopted by the Trust in the manner prescribed pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”) to compensate persons for certain service and activities that are primarily intended to result in the sale of Adviser Class shares of the Funds.

 

The 12b-1 Plan provides that each Fund shall pay to the Distributor, the Adviser, or their affiliates a fee in an amount or at a rate not to exceed 0.25% on an annual basis of the average daily net asset value of the Adviser Class shares of each Fund. The Distributor and the Adviser shall use the fees paid to them under the 12b-1 Plan for sales, marketing and promotional activities (“Marketing Services”), which may include, among other things, the preparation and distribution of advertisements, sales literature, and prospectuses and reports used for sales purposes, as well as compensation related to sales and marketing personnel and payments to dealers and others for distribution and marketing related services. The distribution fee also may be used to compensate dealers and others that have entered into an agreement with the Distributor or the Adviser for Marketing Services that include attracting shareholders to Adviser Class shares of a Fund.

 

The distribution fee payable under the 12b-1 Plan also may be used to pay authorized persons (“Authorized Service Providers”) who enter into agreements with the Distributor or the Adviser to provide certain services to Adviser Class shareholders. For purposes of the 12b-1 Plan, “service activities” include any personal services or account maintenance services, which may include but are not limited to: assisting beneficial shareholders with purchase, exchange and redemption requests; activities in connection with the provision of personal, continuing services to investors in each Fund; receiving, aggregating and processing purchase and redemption orders; providing and maintaining retirement plan records; communicating periodically with shareholders and answering questions and handling correspondence from shareholders about their accounts; acting as the sole shareholder of record and nominee for shareholders; maintaining account records and providing beneficial owners with account statements; processing dividend payments; issuing shareholder reports and transaction confirmations; providing sub-accounting services for Adviser Class shares of a Fund held beneficially; forwarding shareholder communications to beneficial owners; receiving, tabulating and transmitting proxies executed by beneficial owners; disseminating information about a Fund; and general account administration activities. Other expenses of an Authorized Service Provider related to its “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for such activities. To the extent that an Authorized Service Provider that is subject to the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”) receives fees from the 12b-1 Plan for providing “personal service and/or the maintenance of shareholder accounts” as contemplated by the Conduct Rules of FINRA, such payment may be deemed to be a “service fee” as such term is defined in FINRA Conduct Rule 2341(b)(9). An Authorized Service Provider is authorized to pay its affiliates and independent third party service providers for performing service activities consistent with the terms of the 12b-1 Plan.

 

There is no distribution plan with respect to the Funds’ Class I, Class Y-2 and Class Y-3 shares, and the Funds pay no distribution fees with respect to the shares of those classes.

 

Rule 12b-1 requires that: (i) the Board receive and review, at least quarterly, reports concerning the nature and qualification of expenses which are made; (ii) the Board, including a majority of the Independent Trustees, approve all agreements implementing the Plan; and (iii) the Plan may be continued from year-to-year only if the Board, including a majority of the Independent Trustees, concludes at least annually that continuation of the Plan is likely to benefit shareholders.

 

No shares of the Adviser Class were outstanding prior to the date of this SAI, and as a result the Funds did not pay any fees under the 12b-1 Plan.

 

Transfer Agency Services

 

State Street, located at 1 Heritage Drive, North Quincy, Massachusetts 02171, serves as the Trust’s transfer agent (the “Transfer Agent”).

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Securities Lending

 

Pursuant to an agreement between the Trust and State Street, the Funds may lend their portfolio securities through State Street as securities lending agent to certain qualified borrowers.  As securities lending agent for the Funds, State Street administers the Funds’ securities lending program. The services provided to the Funds by State Street with respect to the Funds’ securities lending activities during the most recent fiscal year included, among other things: locating approved borrowers and arranging loans; collecting fees and rebates due to a Fund from a borrower; monitoring daily the value of the loaned securities and collateral and marking to market the daily value of securities on loan; collecting and maintaining necessary collateral; managing qualified dividends; negotiating loan terms; selecting securities to be loaned; recordkeeping and account servicing; monitoring dividend activity and material proxy votes relating to loaned securities; and arranging for return of loaned securities to a Fund at loan termination and pursuing contractual remedies on behalf of the lending Fund if a borrower defaults on a loan.

 

For the fiscal year ended March 31, 2022, the Funds earned income and incurred the following costs and expenses as a result of their securities lending activities:

 

Mercer US Large Cap Equity Fund

 

Gross income earned by the Fund from securities lending activities   $ 28,737.35  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 5,429.42  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 1,571.63  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 14.30  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 7,015.35  
Net income from securities lending activities   $ 21,722.00  

 

Mercer US Small/Mid Cap Equity Fund

 

Gross income earned by the Fund from securities lending activities   $ 94,032.61  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 18,126.52  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 2,851.89  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.0 0  
Rebate (paid to borrower)   $ 550.20  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 21,528.61  
Net income from securities lending activities   $ 72,504.00  

 

Mercer Non-US Core Equity Fund

 

Gross income earned by the Fund from securities lending activities   $ 547,850.54  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 105,748.60  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 22,066.53  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 2,129.41  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 129,944.54  
Net income from securities lending activities   $ 417,906.00  
48

Mercer Emerging Markets Equity Fund

 

Gross income earned by the Fund from securities lending activities   $ 560,974.45  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 110,701.31  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 7,077.05  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 249.09  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 118,027.45  
Net income from securities lending activities   $ 442,947.00  

 

Mercer Global Low Volatility Equity Fund

 

Gross income earned by the Fund from securities lending activities   $ 69,116.51  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 13,116.66  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 3,447.04  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 91.81  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 16,655.51  
Net income from securities lending activities   $ 52,461.00  

 

Mercer Core Fixed Income Fund

 

Gross income earned by the Fund from securities lending activities   $ 66,051.31  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 11,100.10  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 9,712.99  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 935.22  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 21,748.31  
Net income from securities lending activities   $ 44,303.00  

 

Mercer Opportunistic Fixed Income Fund

 

Gross income earned by the Fund from securities lending activities   $ 82,141.70  
Fees and/or compensation paid by the Fund for securities lending activities and related services        
Fees paid to securities lending agent from a revenue split   $ 14,214.04  
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split   $ 10,118.54  
Administrative fees not included in a revenue split   $ 0.00  
Indemnification fees not included in a revenue split   $ 0.00  
Rebate (paid to borrower)   $ 1,060.12  
Other fees not included in a revenue split, if applicable, including a description of those other fees   $ 0.00  
Aggregate fees/compensation paid by the fund for securities lending activities   $ 25,392.70  
Net income from securities lending activities   $ 56,749.00  
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Independent Registered Public Accounting Firm

 

Deloitte & Touche LLP, located at 200 Berkeley Street, Boston, Massachusetts 02116, is the independent registered public accounting firm for the Trust.

 

Legal Counsel

 

Dechert LLP, Washington, DC, is legal counsel to the Trust. Stradley Ronon Stevens & Young, LLP, Philadelphia, Pennsylvania, is independent legal counsel to the Independent Trustees (other than with respect to matters involving Brandywine, Macquarie, WAMCO and WAMCL). Ropes & Gray LLP, Chicago, Illinois, is special independent legal counsel to the Independent Trustees with respect to matters involving Brandywine, Macquarie, WAMCO and WAMCL.

 

Codes of Ethics

 

The Trust, the Adviser, the Distributor and each Subadviser have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act. The codes of ethics apply to the personal investing activities of access persons, as defined by Rule 17j-1, and are designed to prevent unlawful practices in connection with the purchase and sale of securities by access persons. Under the codes, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes and, in certain cases, to pre-clear securities transactions. Copies of each code are on file with the SEC and available to the public.

 

Proxy Voting Policies

 

The Board has delegated to the Adviser the responsibility to vote proxies with respect to the portfolio securities held by the Funds. The Adviser, in turn, has delegated to each Subadviser the responsibility to vote proxies with respect to portfolio securities held by the portion of a Fund that the Subadviser advises. The Adviser and each Subadviser have adopted policies and procedures with respect to voting proxies relating to securities held in client accounts for which the Adviser has discretionary authority. You may obtain information regarding how the Adviser and the Subadvisers voted proxies on behalf of the Funds relating to portfolio securities during the most recent 12-month (or shorter, as applicable) period ended June 30 (i) without charge, upon request; (ii) through the following web site: https://viewpoint.glasslewis.com/WD/?siteId=MercerFundsProxy; and (iii) on the SEC’s Web site at http://www.sec.gov or the EDGAR database on the SEC’s Web site. Appendix B to this SAI contains the proxy voting policies (or summaries thereof) of the Adviser and each Subadviser.

 

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

 

Assets of a Fund are invested by the Subadviser(s) in a manner consistent with the Fund’s investment objective, strategies, policies, and restrictions, as well as with any instructions the Board may issue from time to time. Within this framework, and subject to the oversight of the Adviser, the Subadvisers are responsible for making all determinations as to the purchase and sale of portfolio securities for a Fund, and for taking all steps necessary to implement securities transactions on behalf of a Fund. When placing orders, the Subadvisers will seek to obtain the best net results, taking into account such factors as price (including applicable dealer spread), size, type and difficulty of the transaction involved, the firm’s general execution and operational facilities, and the firm’s risk in positioning the securities involved.

 

The Adviser, from time to time, may execute trades with certain unaffiliated third-party brokers in connection with the transition of the securities and other assets included in a Fund’s portfolio when there is a change in Subadvisers for the Fund or a reallocation of assets among the Fund’s Subadvisers. An unaffiliated third-party broker selected by the Adviser or the relevant Subadviser provides execution and clearing services with respect to such trades, as well as transition management support services, and is compensated for such services out of the commissions paid on the trades. All such transactions effected using a transition broker must be accomplished in a manner that is consistent with the Trust’s policy to achieve best net results, and must comply with the Trust’s procedures regarding the execution of Fund transactions through affiliated brokers. The Funds do not direct brokerage to brokers in recognition of, or as compensation for, the promotion or sale of Fund shares.

 

The Funds have no obligation to deal with any broker-dealer or group of brokers or dealers in the execution of transactions in portfolio securities, nor will the Funds purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC.

 

For securities traded in the over-the-counter markets, the Subadvisers deal directly with the dealers who make markets in these securities, unless better prices and execution are available elsewhere. The Subadvisers negotiate commission rates with brokers based on the quality and quantity of services provided in light of generally prevailing rates, and while the Subadvisers generally seek reasonably competitive commission rates, a Fund does not necessarily pay the lowest commissions available. The Board periodically reviews the commission rates and allocation of orders.

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The table below sets forth the total dollar amounts of brokerage commissions paid by each Fund during the fiscal years ended March 31:

 

    2020     2021     2022  
Mercer US Large Cap Equity Fund   $ 269,561     $ 366,332     $ 268,459  
Mercer US Small/Mid Cap Equity Fund   $ 362,342     $ 963,004     $ 703,708  
Mercer Non-US Core Equity Fund   $ 1,220,739     $ 1,582,842     $ 1,177,290  
Mercer Emerging Markets Equity Fund   $ 901,547     $ 1,584,000     $ 1,084,445  
Mercer Global Low Volatility Equity Fund   $ 226,357     $ 271,784     $ 281,898  
Mercer Core Fixed Income Fund   $ 17,216     $ 15,027     $ 16,582  
Mercer Opportunistic Fixed Income Fund   $ 99,979     $ 40,123     $ 56,447  

 

When consistent with the objectives of best price and execution, business may be placed with broker-dealers who furnish investment research or services to the Subadvisers. To the extent permitted by law, the commissions on such brokerage transactions with investment research or services may be higher than another broker might have charged for the same transaction in recognition of the value of research or services provided. Such research or services include advice, both oral and in writing, as to the value of securities; the advisability of investing in, purchasing, or selling securities; the availability of securities, or purchasers or sellers of securities; as well as analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts. In addition, for the Adviser, such research or services may include advice concerning the allocation of assets among Subadvisers and the suitability of Subadvisers. To the extent portfolio transactions are effected with broker-dealers who furnish research and/or other services to the Adviser or a Subadviser, the Adviser or Subadviser receives a benefit, not capable of evaluation in dollar amounts, without providing any direct monetary benefit to the Fund from these transactions. Such research or services provided by a broker-dealer through whom the Adviser or a Subadviser effects securities transactions for a Fund may be used by the Adviser or Subadviser in servicing all of its accounts. In addition, the Adviser or the Subadviser may not use all of the research and services provided by such broker-dealer in connection with the Fund.

 

The table below sets forth the total dollar amounts of transactions and related commissions paid by each Fund during the fiscal year ended March 31, 2022, for transactions directed to a broker because of research or services provided by that broker:

 

Funds   Amount of
Transactions
    Commissions Paid  
Mercer US Large Cap Equity Fund   $ 298,239,628     $ 51,268  
Mercer US Small/Mid Cap Equity Fund   $ 697,640,162     $ 213,272  
Mercer Non-US Core Equity Fund   $ 190,954,739     $ 60,423  
Mercer Emerging Markets Equity Fund   $ 487,585,457     $ 88,840  
Mercer Global Low Volatility Equity Fund   $ 0     $ 0  
Mercer Core Fixed Income Fund   $ 0     $ 0  
Mercer Opportunistic Fixed Income Fund   $ 0     $ 0  

 

The same security may be suitable for a Fund, another fund, or other private accounts managed by the Adviser or a Subadviser. Each Subadviser has adopted policies that are designed to ensure that when a Fund and one or more other accounts of the Subadviser simultaneously purchase or sell the same security, the transactions will be allocated as to price and amount in accordance with arrangements equitable to the Fund and the other accounts. The simultaneous purchase or sale of the same securities by a Fund and other accounts may have a detrimental effect on the Fund, as this may affect the price paid or received by the Fund or the size of the position obtainable or able to be sold by the Fund.

 

For the fiscal year ended March 31, 2022, each Fund acquired securities of the regular brokers or dealers with which the Fund effected transactions, or the parent companies of such brokers or dealers, as described in the table below.

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Fund   Broker or Dealer   Value of Securities  
Mercer US Large Cap Equity Fund   Citigroup Global Markets, Inc.   $ 14,294,806  
    Bank of America   $ 5,775,994  
    Wells Fargo & Co.   $ 5,435,855  
    JPMorgan Chase & Co.   $ 3,953,280  
Mercer US Small/Mid Cap Equity Fund   Jefferies Financial Group, Inc.   $ 2,874,375  
Mercer Non-US Core Equity Fund   UBS AG   $ 21,452,656  
    Barclays Plc   $ 4,817,060  
    Credit Suisse First Boston LLC   $ 2,836,324  
Mercer Emerging Markets Equity Fund   None   $  
Mercer Global Low Volatility Fund   JPMorgan Chase & Co.   $ 4,294,080  
Mercer Core Fixed Income Fund   JPMorgan Chase & Co.   $ 24,278,781  
    Morgan Stanley & Co., Inc.   $ 24,169,297  
    Bank of America   $ 16,774,641  
    Wells Fargo & Co.   $ 15,150,027  
    Citigroup Global Markets, Inc.   $ 14,801,801  
    Goldman Sachs & Co.   $ 11,401,376  
    UBS AG   $ 6,639,067  
    Credit Suisse First Boston LLC   $ 4,087,885  
    Barclays Plc   $ 1,977,301  
    Jefferies Financial Group, Inc.   $ 1,139,537  
    Deutsche Bank AG   $ 1,108,819  
Mercer Opportunistic Fixed Income Fund   JPMorgan Chase & Co.   $ 4,714,524  
    Barclays Plc   $ 4,230,471  
    Credit Suisse First Boston LLC   $ 3,831,587  
    Deutsche Bank AG   $ 2,857,718  
    Goldman Sachs & Co.   $ 2,163,081  
    Morgan Stanley & Co., Inc.   $ 1,916,657  
    Citigroup Global Markets, Inc.   $ 1,831,602  
    Citadel Securities, LP   $ 1,469,607  
    Wells Fargo & Co.   $ 1,020,987  
    UBS AG   $ 563,763  
    Bank of America   $ 274,807  

 

Portfolio Turnover

 

Each Fund is free to dispose of its portfolio securities at any time, subject to complying with the Code and the 1940 Act, when changes in circumstances or conditions make such a move desirable in light of the Fund’s investment objective. A Fund will not attempt to achieve or be limited to a predetermined rate of portfolio turnover, such a turnover always being incidental to transactions undertaken with a view to achieving that Fund’s investment objective.

 

Except as otherwise provided in the Prospectus, the Funds do not intend to use short-term trading as a primary means of achieving their investment objectives. The rate of portfolio turnover for each Fund shall be calculated by dividing (a) the lesser of purchases and sales of portfolio securities for the particular fiscal year by (b) the monthly average of the value of the portfolio securities owned by the Fund during the particular fiscal year. Such monthly average shall be calculated by totaling the values of the portfolio securities as of the beginning and end of the first month of the particular fiscal year, and as of the end of each of the succeeding eleven months and dividing the sum by 13.

 

A high portfolio turnover rate (over 100%) may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund and ultimately by the Fund’s shareholders. In addition, high portfolio turnover may result in increased short-term capital gains, which, when distributed to shareholders, are treated as ordinary income. The table below sets forth the annualized portfolio turnover rate for each Fund for the fiscal years ended March 31, 2020, 2021 and 2022:

 

    2020     2021     2022  
Mercer US Large Cap Equity Fund     76 %     43 %     30 %
Mercer US Small/Mid Cap Equity Fund     73 %     59 %     36 %
Mercer Non-US Core Equity Fund     74 %     81 %     57 %
Mercer Emerging Markets Equity Fund     81 %     106 %     51 %*
Mercer Global Low Volatility Equity Fund     38 %     54 %     59 %
Mercer Core Fixed Income Fund     158 %     127 %     131 %
Mercer Opportunistic Fixed Income Fund     148 %     117 %     77 %

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Variations in the Funds’ portfolio turnover rates may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the investment outlook of one or more Subadvisers to a Fund, among other factors.  Variations also may be due to changes to a Fund’s Subadviser line-up.

 

 

* The Mercer Emerging Markets Equity Fund’s portfolio turnover rate for the fiscal year ended March 31, 2021 was higher than usual due to a restructuring of the Mercer Emerging Markets Equity Fund and changes in the Mercer Emerging Markets Equity Fund’s subadvisers during the year. The decrease in the Mercer Emerging Markets Equity Fund’s portfolio turnover rate for the fiscal year ended March 31, 2022 reflects a reversion to a more stable level of turnover for the Mercer Emerging Markets Equity Fund.

 

Disclosure of Portfolio Holdings

 

The Adviser and the Board have adopted a Portfolio Holdings Disclosure Policy (the “Policy”) to govern disclosure of information relating to the Funds’ portfolio holdings (“Portfolio Holdings”), and to prevent the misuse of material, non-public information, including Portfolio Holdings. Generally, the Policy restricts the disclosure of Portfolio Holdings data to certain persons or entities, under certain conditions, and requires that all shareholders, whether individual or institutional, must be treated in the same manner, as it relates to the disclosure of Portfolio Holdings. In all cases, the Adviser’s Chief Compliance Officer (or their designee) is responsible for authorizing the disclosure of a Fund’s Portfolio Holdings and the Funds do not accept compensation or consideration of any sort in return for the preferential release of Portfolio Holdings information. Any such disclosure is done only if consistent with the anti-fraud provisions of the federal securities laws and the Adviser’s fiduciary duties to its clients, including the Funds. In accordance with the Policy, the Trust’s Chief Compliance Officer must consider whether the disclosure of Portfolio Holdings (1) is in the best interests of the Funds’ shareholders, and (2) presents any conflicts of interest between the Funds’ shareholders, on the one hand, and those of the Adviser, the principal underwriter, or any affiliated person thereof, on the other. The Trust’s Chief Compliance Officer shall consult, if necessary, with counsel regarding any potential conflicts.

 

In accordance with the Policy, each Fund will disclose its Portfolio Holdings periodically, to the extent required by applicable federal securities laws. These disclosures include the filing of a complete schedule of each Fund’s Portfolio Holdings with the SEC semi-annually on Form N-CSR and within 60 days after the end of the first and third fiscal quarter on Exhibit F to Form N-PORT. Form N-CSR and Exhibit F to Form N-PORT are available to the public through the EDGAR Database on the SEC’s Internet Web site at: http://www.sec.gov.

 

The Policy provides that a Fund’s Portfolio Holdings information may be released to selected third parties, such as fund rating agencies, information exchange subscribers (and any clients of information exchange subscribers that request Portfolio Holdings information), consultants and analysts, and portfolio analytics providers, only when there is a legitimate business purpose for doing so and the recipients are subject to a duty of confidentiality (including appropriate related limitations on trading), either through the nature of their relationship with the Funds or through a confidentiality agreement. A Fund’s Portfolio Holdings information may also be released to a Fund shareholder redeeming securities in-kind (up to seven days prior to making the redemption request).

 

Pursuant to the Policy, complete Portfolio Holdings information may be released to rating agencies on a monthly basis, no earlier than fifteen days following month-end. The Funds may publish “Portfolio Compositions” on their Web site on a monthly basis, with at least a fifteen day lag. This information may include Top Ten Holdings and certain other portfolio characteristics.

 

Under the Policy, the Funds also may share their Portfolio Holdings with certain primary service providers that have a legitimate business need for such information, including, but not limited to, the Custodian, Administrator, proxy voting vendor, and independent registered public accounting firm. The Trust’s service agreements with each of these entities mandate the confidential treatment (including appropriate limitations on trading) of Portfolio Holdings data by each service provider and its employees.

 

The authorization to disclose the Funds’ Portfolio Holdings - other than through an SEC filing or Web site posting - must come from the Adviser’s Chief Compliance Officer, the Trust’s Chief Compliance Officer, or a designee of the Trust’s Chief Compliance Officer. Any requests for Portfolio Holdings information that fall outside the Policy must be pre-approved, in writing, by the Adviser’s Compliance Department, following consultation, if necessary, with the Trust’s Chief Compliance Officer or outside counsel. The Adviser’s Compliance Department maintains a log of all ad-hoc Portfolio Holdings information that is released. This log is provided to

53

the Trust’s Chief Compliance Officer and the Board, for review and monitoring of compliance with the Policy. The Board periodically reviews the Policy and its operation, including disclosure of Portfolio Holdings to third parties.

 

CAPITAL STOCK AND OTHER SECURITIES

 

The Trust is authorized to offer four classes of shares for each Fund: Adviser Class, Class I, Class Y-2 and Class Y-3. Additional classes of shares may be offered in the future. Each Fund is authorized to issue an unlimited number of shares of beneficial interest without par value.

 

The shares of beneficial interest represent an equal proportionate interest in the assets and liabilities of the applicable Fund and have identical voting, dividend, redemption, liquidation, and other rights and preferences as the other classes of the Fund, except that each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to that class’ arrangement for shareholder services and the distribution of shares, including its Rule 12b-1 plan, and shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

 

Under Delaware law, the Trust is not required, and the Trust presently does not intend, to hold regular annual meetings of shareholders. Meetings of the shareholders of one or more of the Funds may be held from time to time to consider certain matters, including changes to a Fund’s fundamental investment policies, changes to the Trust’s investment management agreement, and the election of Trustees when required by the 1940 Act.

 

When matters are submitted to shareholders for a vote, shareholders are entitled to one vote per share with proportionate voting for fractional shares. The shares of a Fund do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have authority, from time to time, to divide or combine the shares of the Fund into a greater or lesser number of shares so affected. In the case of a liquidation of a Fund, each shareholder of the Fund will be entitled to share, based upon the shareholder’s percentage share ownership, in the distribution of assets, net of liabilities, of the Fund. No shareholder is liable for further calls or assessment by a Fund.

 

On any matter submitted to a vote of the shareholders, all shares shall be voted separately by individual shareholders, except: (i) when required by the 1940 Act, shares shall be voted in the aggregate and not by individual shareholders; and (ii) when the Board has determined that the matter affects the interests of more than one Fund, then the shareholders of all such Funds shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one or more classes of shares of a Fund, in which case any such matter shall be voted on by such class or classes.

 

ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION AND OTHER SERVICES

 

Additional Exchange and Redemption Information. As discussed in the Prospectus, eligible shares of a Fund may be exchanged for shares of the corresponding class of another Fund.

 

A Fund may suspend redemption privileges or postpone the date of payment during any period: (i) when the NYSE is closed or trading on the NYSE is restricted as determined by the SEC, (ii) when an emergency exists, as defined by the SEC, that makes it not reasonably practicable for a Fund to dispose of securities owned by it or fairly to determine the value of its assets, or (iii) as the SEC may otherwise permit. The redemption price may be more or less than the shareholder’s cost, depending on the market value of a Fund’s portfolio at the time.

 

A 2.00% redemption fee payable to the applicable Fund may apply to any shares that are redeemed (either by sale or exchange) less than 30 days from purchase. The redemption fee is intended to offset the trading costs, market impact, and other costs associated with short-term trading into and out of a Fund.

 

NET ASSET VALUE

 

Each Fund determines its net asset value per share separately for each class of shares, normally as of the close of regular trading (usually 4:00 p.m., Eastern time) on the NYSE on each day when the NYSE is open. If the NYSE is closed on a day it would normally be open for business or the NYSE has an unscheduled early closing on a day it has opened for business, due to inclement weather, technology problems or any other reason, the Funds reserve the right to treat that day as a business day and accept purchase and redemption orders until, and calculate a Fund’s NAV as of, the normally scheduled close of regular trading on the NYSE for that day, so long as the Fund’s management believes an adequate market remains to meet purchase and redemption orders for that day. On any business day when the Securities Industry and Financial Markets Association recommends that the bond markets close trading early, a Fund reserves the right to close at such earlier closing time, and therefore accept purchase and redemption orders until and calculate a Fund’s NAV as of such earlier closing time. Currently, the NYSE is open for trading every day except Saturdays, Sundays, and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

54

Securities that are listed on exchanges normally are valued at the last sale price on the day the securities are valued or, lacking any sales on such day, at the last available bid price. In cases where securities are traded on more than one exchange, the securities are generally valued on the exchange considered by the Adviser or a Subadviser as the primary market. Securities traded in the over-the-counter market and listed on the Nasdaq Stock Market (“Nasdaq”) normally are valued at the Nasdaq Official Closing Price (“NOCP”); other over-the-counter securities are valued at the last bid price available prior to valuation (other than short-term investments that mature in 60 days or less, which are valued as described further below). Investments in investment companies are valued at their net asset value.

 

On December 3, 2020, the SEC adopted new Rule 2a-5 under the 1940 Act, which became effective on March 8, 2021 with a compliance date of September 8, 2022. The Board has designated the Adviser to serve as the Valuation Designee under new Rule 2a-5 beginning on the compliance date, subject to continuing Board oversight. The Adviser has established a Valuation Committee that is responsible, on the Adviser’s behalf as Valuation Designee, for overseeing the day-to-day process of valuing portfolio securities. With respect to portfolio securities for which market quotations are not readily available or (in the opinion of the Adviser or the applicable Subadviser) do not otherwise accurately reflect the fair value of the security, the Valuation Committee will value such securities at fair value based upon procedures approved by the Board. Certain fixed income securities may be valued based upon appraisals received from a pricing service using a computerized matrix system or based upon appraisals derived from information concerning the security or similar securities received from a recognized dealer or dealers in those securities. It should be recognized that judgment often plays a greater role in valuing thinly traded securities, including many lower rated bonds, than is the case with respect to securities for which a broader range of dealer quotations and last-sale information is available. The amortized cost method of valuation may be used to value debt obligations with 60 days or less remaining until maturity, so long as such amortized cost method approximates fair value.

 

The application of fair value pricing represents a good faith determination based on specifically applied procedures. There can be no assurance that a Fund could obtain the fair value assigned to the security if the Fund were able to sell the security at approximately the time at which the Fund determines its NAV per share.

 

TAXATION

Distributions

 

The following supplements the information in the Prospectus.

 

The policy of the Trust is to distribute substantially all of each Fund’s net investment income and net realized capital gains, if any, in the amount and at the times that will avoid a Fund incurring any material amounts of federal income or excise taxes.

 

Taxes

 

The following is a summary of certain additional tax considerations generally affecting each Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of any Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

 

The discussion in this section is based on the provisions of the Code and applicable regulations in effect on the date of this SAI. Future legislative, regulatory, or administrative changes or court decisions may significantly change the tax rules applicable to each Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.

 

This is for general information only and does not constitute tax advice. All investors should consult their own tax advisors as to the federal, state, local, and foreign tax provisions applicable to them.

 

Taxation of the Funds. Each Fund has elected and intends to qualify, or, if newly organized, intends to elect and qualify, each year as a regulated investment company (sometimes referred to as a “regulated investment company,” “RIC,” or “fund”) under Subchapter M of the Code. If a Fund so qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that the Fund distributes to its shareholders.

 

In order to qualify for treatment as a regulated investment company, a Fund must satisfy the following requirements:

 

Distribution Requirement — the Fund must distribute an amount at least equal to the sum of 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the taxable year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as made during such taxable year).
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Income Requirement — the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies, or other income (including, but not limited to, gains from options, futures, or forward contracts) derived from the Fund’s business of investing in such stock, securities, or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).

 

Asset Diversification Test — the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, in the securities of one or more QPTPs.

 

In some circumstances, the character and timing of income realized by a Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service with respect to such type of investment may adversely affect the Fund’s ability to satisfy these requirements. See “Tax Treatment of Portfolio Transactions” below with respect to the application of these requirements to certain types of investments. In other circumstances, a Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Fund’s income and performance.

 

With respect to gains from the sale or other disposition of foreign currencies, the Treasury Department can, by regulation, exclude from qualifying income for purposes of the Income Requirement foreign currency gains which are not directly related to a Fund’s principal business of investing in stock (or options or futures with respect to stock of securities), but no regulations have been proposed or adopted pursuant to this grant of regulatory authority.

 

Income and gain from certain commodity investments, such as gold and other precious metals, generally will not be qualifying income for purposes of the Income Requirement. Under an Internal Revenue Service revenue ruling, income from certain commodities-linked derivatives also is not considered qualifying income for purposes of the Income Requirement. For these reasons, a Fund must limit the extent to which it receives income from such commodity investments and commodity-linked derivatives to a maximum of 10% of its annual gross income.

 

A Fund may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, the Fund will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that the Fund distributes in cash. If the Internal Revenue Service determines that the Fund’s allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax. If, as a result of such adjustment, a Fund fails to satisfy the Distribution Requirement, the Fund will not qualify that year as a regulated investment company.

 

If, for any taxable year, a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Fund’s income and performance. Subject to savings provisions for certain failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that a Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, a Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of a Fund as a regulated investment company if the Board determines such a course of action to be beneficial to shareholders.

 

Portfolio Turnover. For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate may result in higher taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term, rather than long-term, capital gains in contrast to a comparable fund with a low portfolio turnover rate. Any such higher taxes would reduce the Fund’s after-tax performance. See, “Taxation of Fund Distributions—Distributions of Capital Gains” below.

 

Capital Loss Carryovers. The capital losses of a Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Fund has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable

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year, the excess (if any) of a Fund’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 the Fund’s next taxable year, and the excess (if any) of the Fund’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 Fund’s next taxable year. Any such net capital losses of a Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of a Fund. An ownership change generally results when shareholders owning 5% or more of a Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing a Fund’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to a Fund’s shareholders could result from an ownership change. No Fund undertakes any obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond a Fund’s control, there can be no assurance that a Fund will not experience, or has not already experienced, an ownership change. Additionally, if a Fund engages in a tax-free reorganization with another Fund, the effect of these and other rules not discussed herein may be to disallow or postpone the use by the Fund of its capital loss carryovers (including any current year losses and built-in losses when realized) to offset its own gains or those of the other Fund, or vice versa, thereby reducing the tax benefits Fund shareholders would otherwise have enjoyed from the use of such capital loss carryovers.

 

Deferral of Late Year Losses. The Fund 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 Fund’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 Fund distributions for any calendar year (see, “Taxation of Fund Distributions - Distributions of Capital Gains” 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 net short-term capital loss incurred after October 31 of the current taxable year (“post-October losses”), and

 

(ii) the sum of (1) the excess, if any, of specified losses incurred after October 31 of the current taxable year, over specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of other ordinary losses incurred after December 31 of the current taxable year, over other 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 losses resulting from holding stock in a passive foreign investment company (“PFIC”) 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.

 

Undistributed Capital Gains. A Fund may retain or distribute to shareholders its net capital gain for each taxable year. Each Fund currently intends to distribute net capital gains. If a Fund elects to retain its net capital gain, a Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 21%). If a Fund elects to retain its net capital gain, it is expected that a Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by a Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

 

Federal Excise Tax. To avoid a 4% non-deductible excise tax, a Fund must distribute, by December 31 of each year, an amount at least equal to the sum of: (1) 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year’s undistributed ordinary income and capital gain net income. Generally, each Fund intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal excise tax, but can give no assurances that all such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in a Fund having to pay some excise tax.

 

Foreign Income Tax. Investment income received by a Fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of a Fund. The United States has entered into tax treaties with many foreign countries which entitle a Fund to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund’s assets to be invested in various countries is not known. As discussed below, under certain circumstances, a Fund may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so.

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Taxation of Fund Distributions. Each Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by a Fund will be treated in the manner described below regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). A Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.

 

Distributions of Net Investment Income. A Fund receives ordinary income generally in the form of dividends and/or interest on its investments. A Fund 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 a Fund, constitutes a Fund’s net investment income from which dividends may be paid to you. Each Fund calculates income dividends and capital gains distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Fund’s earnings and profits. In the case of a Fund whose strategy includes investing in the stock of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates. See the discussion below under the headings, “Taxation of Fund Distributions—Qualified Dividend Income for Individuals” and “Taxation of Fund Distributions—Dividends-Received Deduction for Corporations”.

 

Distributions of Capital Gains. A Fund 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 a Fund. Any net short-term or long-term capital gain realized by a Fund (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 Fund.

 

Returns of Capital. Distributions by a Fund 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 Fund 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 Fund shares. Return of capital distributions can occur for a number of reasons including, among others, if a Fund over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts (“REITs”) (see, “Tax Treatment of Portfolio Transactions—Investments in U.S. REITs” below).

 

Qualified Dividend Income for Individuals. Ordinary income dividends reported by a Fund to shareholders as derived from qualified dividend income may be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. “Qualified dividend income” means dividends paid to a Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the shareholder must meet certain holding period requirements to qualify Fund dividends for this treatment. Specifically, the Fund must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, shareholders must hold their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund distribution goes ex-dividend. 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 a Fund is equal to or greater than 95% of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.

 

Dividends-Received Deduction for Corporations. For corporate shareholders, a portion of the dividends paid by the Fund may qualify for the 50% corporate dividends-received deduction. The portion of dividends paid by a Fund that so qualifies will be reported by the Fund to shareholders each year and cannot exceed the gross amount of dividends received by a Fund from domestic (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 Fund and the shareholder. Specifically, the amount that a Fund may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Fund were debt-financed or held by the Fund for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Fund shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Fund dividends on your shares may also be reduced or eliminated. Income derived by a Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.

 

Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities. At the time of your purchase of shares, a Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend

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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. A Fund may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any.

 

Section 163(j) Dividends. Certain distributions reported by a Fund as section 163(j) interest dividends may be treated as interest income by shareholders for purposes of the tax rules applicable to interest expense limitations under section 163(j) of the Code. Such treatment by the shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that a Fund is eligible to report as a section 163(j) dividend for a tax year is generally limited to the excess of the Fund’s business interest income over the sum of the Fund’s (i) business interest expense and (ii) other deductions properly allocable to the Fund’s business interest income.

 

Section 199A Deduction. Individuals and certain other non-corporate entities are generally eligible for a 20% deduction with respect to ordinary dividends received from REITs (“qualified REIT dividends”) and certain taxable income from MLPs. Treasury regulations permit a regulated investment company to pass through to its shareholders qualified REIT dividends eligible for the 20% deduction through 2025. However, the regulations do not provide a mechanism for a regulated investment company to pass through to its shareholders income from MLPs that would be eligible for such deduction if received directly by the shareholders.

 

Pass-Through of Foreign Tax Credits. If more than 50% of a Fund’s total assets at the end of a fiscal year is invested in foreign securities, the Fund may elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If this election is made, the Fund may report more taxable income to you than the Fund actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). A Fund will provide you with the information necessary to claim this deduction or credit on your personal income tax return if the Fund makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by a Fund due to certain limitations that may apply. A Fund reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Fund.

 

Tax Credit Bonds. If a Fund holds, directly or indirectly, one or more “tax credit bonds” (including Build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if a Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.

 

U.S. Government Securities. Income earned on certain U.S. government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by a Fund. Income on investments by a Fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper, and federal agency-backed obligations (e.g., Ginnie Mae or Fannie Mae obligations) generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations.

 

Dividends Declared in October, November or December and Paid in January. Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the Internal Revenue Service.

 

Sales, Exchanges, and Redemption of Fund Shares. Sales, exchanges, and redemptions (including redemptions in kind) of Fund shares are taxable transactions for federal and state income tax purposes. If you redeem your Fund shares, the Internal Revenue Service requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be a capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Any redemption fees you incur on shares redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

 

Tax Basis Information. Each Fund (or its administrative agent) is required to report to the Internal Revenue Service and furnish to shareholders the cost basis information and holding period for Fund shares purchased on or after January 1, 2012, and repurchased by

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the Fund on or after that date. Each Fund will permit shareholders to elect from among several permitted cost basis methods. In the absence of an election, a Fund will use a default cost basis method. The cost basis method a shareholder elects may not be changed with respect to a repurchase of shares after the settlement date of the repurchase. Shareholders should consult with their tax advisors to determine the best permitted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting rules apply to them.

 

Wash Sales. All or a portion of any loss that you realize on a redemption of your Fund shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.

 

Redemptions or Exchanges at a Loss within Six Months of Purchase. Any loss incurred on a redemption or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by a Fund on those shares.

 

Tax Shelter Reporting. Under Treasury regulations, if a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886.

 

Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a Fund and, in turn, effect the amount, character and timing of dividends and distributions payable by the Fund to its shareholders. This section should be read in conjunction with the discussion above under “Investment Strategies” for a detailed description of the various types of securities and investment techniques that apply to the Fund.

 

In General. In general, gain or loss recognized by a Fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long- or short-term, and also the timing of the realization and/or character, of certain gains or losses.

 

Certain Fixed Income Investments. Gain recognized on the disposition of a debt obligation purchased by a Fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the Fund held the debt obligation unless the Fund made a current inclusion election to accrue market discount into income as it accrues. If a Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the Fund generally is required to include in gross income each year the portion of the original issue discount which accrues during such year. Therefore, a Fund’s investment in such securities may cause the Fund 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 Fund may have to sell portfolio securities that the Fund otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.

 

Investments in Debt Obligations that are at Risk of or in Default Present Tax Issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize market discount on a debt obligation, when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a Fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.

 

Options, Futures, Forward Contracts, Swap Agreements, and Hedging Transactions. In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the Fund, minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by the Fund, the Fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a Fund’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.

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The tax treatment of certain futures contracts entered into by a Fund as well as listed non-equity options written or purchased by the Fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by Section 1256 of the Code (“Section 1256 contracts”). Gains or losses on Section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any Section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gain or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.

 

In addition to the special rules described above in respect of options and futures transactions, a Fund’s transactions in other derivative instruments (including options, forward contracts, and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale, and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the Internal Revenue Service with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a Fund-level tax.

 

Certain of a Fund’s investments in derivatives and foreign currency-denominated instruments, and the Fund’s transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.

 

Foreign Currency Transactions. A Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations, and certain foreign currency options, futures contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a Fund’s ordinary income distributions to you, and may cause some or all of the Fund’s previously distributed income to be classified as a return of capital. In certain cases, a Fund may make an election to treat such gain or loss as capital.

 

PFIC Investments. A Fund may invest in stocks of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, each Fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the Fund’s fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a Fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a Fund. In addition, if a Fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in respect of deferred taxes arising from such distributions or gains.

 

Investments in U.S. REITs. 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 Fund will be treated as long-term capital gains by the Fund and, in turn, may be distributed by the Fund 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. The equity U.S. REIT, and in turn a Fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that 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 regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see, “Tax Treatment of

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Portfolio Transactions — Investment in Taxable Mortgage Pools (Excess Inclusion Income)” and “Foreign Shareholders — U.S. Withholding Tax at the Source” below with respect to certain other tax aspects of investing in U.S. REITs.

 

Investment in Non-U.S. REITs. While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a Fund in a non-U.S. REIT may subject the Fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A Fund’s pro rata share of any such taxes will reduce the Fund’s return on its investment. A Fund’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “PFIC Investments.” Also, a Fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.

 

Investment in Taxable Mortgage Pools (Excess Inclusion Income). Under a Notice issued by the Internal Revenue Service, the Code and proposed Treasury regulations that portion of a Fund’s income from a U.S. REIT that is attributable to excess inclusion income imputed to the REIT’s residual interest in a real estate mortgage investment conduits (“REMICs”) or equity interests in a “taxable mortgage pool” will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related 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 (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on unrelated business income (“UBTI”), 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” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company 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 highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a Fund will not allocate to shareholders excess inclusion income.

 

These rules are potentially applicable to a Fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a Fund that has a non-REIT strategy.

 

Investments in Partnerships and QPTPs. For purposes of the Income Requirement, income derived by a Fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Fund. For purposes of testing whether a Fund satisfies the Asset Diversification Test, the Fund may be treated as owning a pro rata share of the underlying assets of a partnership. See, “Taxation of the Fund.” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives at least 90% of its income from certain qualifying sources, but less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a Fund from an interest in a QPTP will be treated as qualifying income but the Fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a Fund to fail to qualify as a regulated investment company.

 

Securities Lending. While securities are loaned out by a Fund, the Fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 50% dividends received deduction for corporations. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, if a Fund invests in tax-exempt securities, any payments made “in lieu of” tax-exempt interest will be considered taxable income to the Fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.

 

Investments in Convertible Securities. Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index,

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exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.

 

Investments in Securities of Uncertain Tax Character. A Fund may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the Internal Revenue Service. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a Fund, it could affect the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.

 

Medicare Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund 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.

 

Backup Withholding. By law, a Fund may be required to withhold a portion of your taxable dividends and sales proceeds unless you:

 

provide your correct social security or taxpayer identification number,
certify that this number is correct,
certify that you are not subject to backup withholding, and
certify that you are a U.S. person (including a U.S. resident alien).

 

A Fund also must withhold if the Internal Revenue Service instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the “Non-U.S. Investors” heading below.

 

Non-U.S. Investors. Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.

 

In General. Non-U.S. investors generally will be subject to U.S. federal withholding tax at the rate of 30% (or at a lower rate if provided for by an applicable treaty) on distributions treated as ordinary income unless the distributions are effectively connected with a U.S. trade or business of the non-U.S, investor (see discussion below), and may be subject to estate tax with respect to their Fund shares. However, non-U.S. investors may not be subject to U.S. federal withholding tax on certain distributions derived from certain U.S. interest income and/or certain short-term capital gains earned by the Funds, to the extent reported by the Funds. There can be no assurance as to whether any of a Fund’s distributions will be eligible for this exemption from withholding of U.S. federal income tax or, if eligible, will be reported as such by the Funds. Moreover, depending on the circumstances, a Fund may report all, some or none of the Fund’s potentially eligible dividends as derived from such U.S. interest income or from such short-term capital gains, and a portion of the Fund’s distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding when paid to non-U.S. shareholders.

 

Capital Gain Dividends. In general, a capital gain dividend reported by a Fund to shareholders as paid from its net long-term capital gains other than long-term capital gains realized on disposition of U.S. real property interests (see the discussion below) are not subject to U.S. withholding tax 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.

 

Net Investment Income from Dividends on Stock and Foreign Source Interest Income Continue to be Subject to Withholding Tax; Foreign Tax Credits. Ordinary dividends paid by a Fund 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% (or at a lower rate if provided for by an applicable treaty) 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.

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Income Effectively Connected with a U.S. Trade or Business. If the income from a Fund 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 Fund 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. Additionally, with respect to a non-U.S. investor that is treated as a corporation for U.S. federal income tax purposes, such dividends and gains realized may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

 

Investment in U.S. Real Property. A Fund may invest in equity securities of corporations that invest in U.S. real property, including U.S. REITs. The sale of a U.S. real property interest (“USRPI”) by a Fund or by a U.S. REIT or U.S. real property holding corporation in which the Fund invests may trigger special tax consequences to the Fund’s non-U.S. shareholders.

 

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 USRPI as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by certain RICs received from U.S. REITs.

 

Because each Fund expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, each Fund expects that neither gain on the sale or redemption of Fund shares nor Fund dividends and distributions would be subject to FIRPTA reporting and tax withholding.

 

U.S. Estate Tax. Transfers by gift of shares of a Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Fund shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedent’s estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Fund may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedent’s U.S. situs assets are below this threshold amount.

 

U.S. Tax Certification Rules. Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. back up withholding imposed at a rate of 24% and to obtain the benefits of any treaty between the United States and the shareholder’s country of residence. In general, a non-U.S. shareholder must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you are not a U.S. person, to claim that you are the beneficial owner of the income and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a country with which the United States has an income tax treaty. A Form W-8 BEN provided without a U.S. taxpayer identification number will remain in effect for a period beginning on the date signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information on the form incorrect. Certain payees and payments are exempt from back-up withholding.

 

The Funds also are required to withhold U.S. tax (at a 30% rate) on payments of dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements under the Internal Revenue Code designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to determine whether such withholding is required.

 

The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a Fund, including the applicability of foreign tax.

 

Effect of Future Legislation; Local Tax Considerations. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder’s particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in a Fund.

 

FINANCIAL STATEMENTS

 

The audited financial statements and financial highlights of the Funds for the fiscal year ended March 31, 2022, as set forth in the Funds’ annual report to shareholders, including the report of the Funds’ independent registered public accounting firm, are incorporated by reference into this SAI. A shareholder may obtain a copy of the annual report and the semi-annual report at no charge by calling 1-888-887-0619.

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APPENDIX A

 

CORPORATE DEBT RATINGS

 

Moody’s Investors Service, Inc. describes classifications of corporate bonds as follows:

 

Aaa. Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

Aa. Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high grade. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

 

A. Bonds that are rated 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.

 

Baa. Bonds that are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

Ba. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

 

B. Bonds that are rated 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.

 

Caa. Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

 

Ca. Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

 

C. Bonds that are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

Note: Moody’s also supplies numerical indicators 1, 2, and 3 to rating categories. The modifier 1 indicates the security is in the higher end of its rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking toward the lower end of the category.

 

Standard & Poor’s Ratings Group describes classifications of corporate bonds as follows:

 

AAA. This is the highest rating assigned by Standard & Poor’s Ratings Group to a debt obligation and indicates an extremely strong capacity to pay principal and interest.

 

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong and in the majority of instances, they differ from the AAA issues only in small degree.

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A. Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

 

BBB. Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas 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.

 

BB. Debt rated BB has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lend to inadequate capacity to meet timely interest and principal payments.

 

B. Debt rated B has a greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal.

 

CCC. Debt rated CCC has a current identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payments of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest or repay principal.

 

CC. The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

C. The rating C is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

D. Debt rated D is in default, or is expected to default upon maturity or payment date.

 

CI. The rating CI is reserved for income bonds on which no interest is being paid.

 

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

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APPENDIX B

 

PROXY VOTING POLICIES

 

Below are the proxy voting policies (or summaries thereof) of the Adviser, the Subadvisers and the Sub-Subadvisers:

 

Mercer Investments LLC

Mercer Funds

Proxy Voting Policy

 

Summary

 

Mercer Investments LLC and Mercer Trust Company LLC (collectively, “Mercer”) retain highly qualified subadvisors to manage client accounts, including respectively, the Mercer Funds (“Funds”) and collective investment trusts. These managers have detailed knowledge of the investments they make on behalf of these clients and Funds and are therefore in a position to judge what is in the best interests of the clients and Funds as shareholder. With respect to the Funds, Mercer Investments LLC, as the Funds’ advisor, recommends and monitors subadvisors for the Funds, and therefore the Funds’ Board of Trustees believes it is in the best interest of the Funds to adopt the proxy voting policies of Mercer, as described below.

 

SCOPE

 

This policy applies to all Mercer colleagues and to the Mercer Funds.

 

POLICY STATEMENT

 

Mercer believes that voting rights have economic value and must be treated accordingly. Proxy votes that impact the economic value of client investments involve the exercise of fiduciary responsibility, and to that end, Mercer delegates this responsibility to subadvisors with respect to the underlying portfolio securities managed on behalf of client accounts, including the Funds. When voting (or not voting) proxies for retirement assets governed by the United States Department of Labor and its Employee Retirement Income Security Act of 1974 (ERISA), plan fiduciaries, including Mercer, must consider only the pecuniary impact of their proxy votes on the plan’s investments. The use of ERISA plan assets to further policy-related or political issues through proxy resolutions that are not likely to enhance the economic value of an investment is prohibited.

 

Good corporate governance should, in the long term, lead toward both better corporate performance and improved shareholder value. Thus, Mercer expects subadvisors to vote based on the premise that board members of companies in which they have invested client assets should act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment and practice diligent oversight with the management of the company. Underlying Mercer’s voting policy are four fundamental objectives:

 

Mercer expects subadvisors to act in the best financial interests of Mercer clients and the Funds, as applicable, to protect and enhance the long-term value of their investments;

 

In order to do this effectively, Mercer expects subadvisors to utilize the full weight of Mercer client or Fund shareholdings in ensuring that their views have maximum impact in every vote;

 

Mercer expects subadvisors to have a strong commercial interest in ensuring that the companies in which they invest client and Fund assets are successful and to actively pursue this interest by promoting best practice in the boardroom; and

 

Mercer expects subadvisors to have appropriate procedures in place to deal with conflicts of interest in voting proxies; to that end, Mercer will not instruct subadvisors how to vote proxies.

 

For ERISA plan assets, when deciding whether to exercise – and in exercising – the right to vote proxies and other shareholder rights, in order to meet ERISA’s prudence and loyalty standards, fiduciaries, including Mercer, must comply with the following principles:

 

  1. act solely in accordance with the economic interest of the plan client and/or collective investment trust;
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  2. consider any costs involved;
     
  3. not subordinate the interests of the plan clients or collective investment trusts to any non-pecuniary objective, or promote non-pecuniary benefits or goals unrelated to those financial interests;
     
  4. evaluate material facts that form the basis for any particular proxy vote or other exercise of shareholder rights;
     
  5. maintain records on proxy voting activities and other exercises of shareholder rights; and
     
  6. exercise prudence and diligence in the selection and monitoring of persons, if any, selected to advise or otherwise assist with exercises of shareholder rights, such as providing research and analysis, recommendations regarding proxy votes, administrative services with voting proxies, and recordkeeping and reporting services.

 

Mercer has implemented this policy in order to support and encourage subadvisors to exercise sound corporate governance practice when voting proxies. Mercer Investments LLC will require all Fund subadvisors to provide to it their proxy policies; any material revisions thereto must be provided to Mercer Investments LLC as soon as is practicable, and as part of the periodic compliance due diligence process (see “North America Subadvisor Due Diligence Procedures”). Mercer Investments LLC will ensure that the Funds’ Board of Trustees receive copies of subadvisors’ proxy policies, or summaries thereof, and Mercer Legal and/or Compliance personnel will review each Fund subadvisor’s proxy voting policy as part of that review process.

 

Proxies that are inadvertently delivered to Mercer rather than to a subadvisor will be sent immediately to the appropriate contact at that subadvisor. Additionally, Mercer personnel will follow up with the subadvisor contact to ensure receipt.

 

In certain circumstances, such as with respect to client investments in commingled investment funds managed by a subadvisor, Mercer retains responsibility to vote proxies on behalf of clients (unless directed otherwise by the client). In those cases, it is Mercer’s policy to vote in the best financial interests of its clients and, as applicable, to protect and enhance the long-term value of their investments. The applicable discretionary investment committee with respect to the client account shall be authorized to vote these proxies after consideration of potential conflicts of interest as described below, and in the case of ERISA plan assets, in compliance with the six principles described above.

 

Conflicts of Interest

 

Mercer and each of its subadvisors have respectively adopted a Code of Ethics, Insider Trading Policy, and other compliance policies and procedures to preserve the independence of its investment advice to its clients (including the Mercer Funds). Nonetheless, from time to time, a proxy proposal may involve an apparent conflict between the interests of Mercer’s or its subadvisors’ clients and the interests of Mercer, its subadvisors or any affiliated person of Mercer. As described above, Mercer expects each subadvisor to have in place policies and procedures designed to address conflicts of interest in the proxy voting process. In those circumstances where Mercer votes a proxy related to a client or Fund holding, in reviewing these proxies to identify any potential material conflicts between the interests of Mercer and affiliated persons and those of its clients, Mercer will consider:

 

Whether Mercer, its subadvisors and affiliated persons have an economic incentive to vote in a manner that is not consistent with the best interests of Mercer’s clients. For example, Mercer may have an economic incentive to vote in a manner that would please corporate management if Mercer or an affiliate were in the process of seeking a client relationship with a company and wanted that company’s corporate management to direct business to Mercer. Such business could include, among other things, managing company retirement plans or serving as consultant for the company and its pension plans;

 

Whether there are any existing business or personal (including familial) relationships between a Mercer employee and the officers or directors of a company whose securities are held in client accounts that may create an incentive to vote in a manner that is not consistent with the best interests of its clients; or

 

Whether the shareholder proposing a resolution on a proxy of a company whose securities are held in client accounts is also a client of Mercer.

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Form N-PX – Reporting; Disclosure of Proxy Voting Information

 

Pursuant to Section 30 of the Investment Company Act of 1940, the Funds must file their complete proxy voting record with the Securities and Exchange Commission (“SEC”) on Form N-PX not later than August 31 of each year for the most recent twelve-month period ended June 30. Mercer Investments LLC has delegated the gathering of this information from the Fund’s subadvisors to a proxy voting vendor. The vendor shall both file Form N-PX with the SEC and provide the required website to which Mercer Investments LLC may link its internet site in order to make such information available to Mercer Funds shareholders.

 

The Funds will disclose the Funds’, Mercer Investments LLC’s and each subadvisor’s proxy voting policies, or will provide a description or copy of them, as applicable, in the Statement of Additional Information (the “SAI”) included in the Funds’ Registration Statement on Form N-1A. The Funds will disclose that these proxy voting policies, or a description of them, are available without charge, upon request on the SEC’s website at http://www.sec.gov. Upon any request for a proxy voting policy, or description, the policy or the description (or a copy of the most recent SAI containing the policy or description) will be sent by first-class mail or other prompt delivery method within three business days of receipt of the request. The Funds will also disclose in the SAI that information is available about how the Funds voted proxies during the most recent twelve-month period ended June 30 on the SEC’s website at http://www.sec.gov.

 

REPORTING

 

Clients other than the Funds and their shareholders may obtain information about how their proxies were voted by contacting Mercer. Availability of proxy voting reports shall be described in Mercer Investments LLC’s Form ADV, Part 2A.

 

MAINTENANCE OF RECORDS

 

Mercer shall maintain and preserve permanently in an easily accessible place a copy of these Procedures and any modifications thereto. In addition, Mercer shall also maintain the following records relating to proxy voting in the event that Mercer, rather than a subadvisor, votes a proxy:

 

A copy of each proxy statement that Mercer receives regarding client securities which is not provided to a subadvisor;

 

A record of each vote cast by Mercer on behalf of a client;

 

Documentation relating to the identification and resolution of conflicts of interest related to the vote, if applicable.

 

All required records shall be maintained and preserved in an easily accessible place for a period of not less than seven years, the first two years in an easily accessible place.

 

DELEGATION

 

Nothing in this policy shall be interpreted to prevent Mercer Investments LLC’s, Mercer Trust Company LLC’s and/or the Funds’ Chief Compliance Officer (“CCO”) from relying upon work performed, and reports written, by persons under the CCO’s supervision, provided the CCO determines that such delegation is appropriate.

 

EXCEPTIONS

 

Any exceptions to this policy must be approved, in writing, by the CCO.

 

RESOURCES

 

Any questions regarding this policy should be raised with the CCO or a member of the Legal & Compliance Department. ■

 

Last Amended: March 2021
Last Reviewed: March 2021
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Acadian Asset Management LLC

 

Proxy Voting

 

Policy

 

Whether Acadian will have proxy voting responsibility on behalf of a separate account client is subject to negotiation as part of the overall investment management agreement executed with each client. We will have voting responsibility for all Acadian branded funds.

 

Should a separate account client desire that Acadian vote proxies on their behalf, Acadian will accept such authority and agree with the client as part of the investment management agreement whether votes should be cast in accordance with Acadian’s proxy voting policy or in accordance with a client specific proxy voting policy. Should the client wish to retain voting responsibility themselves, Acadian would have no further involvement in the voting process but would remain available to provide reasonable assistance to the client as needed.

 

Acadian utilizes the services of Institutional Shareholder Services (“ISS”), an unaffiliated proxy firm, to help manage the proxy voting process and to research and vote proxies. Acadian has adopted the ISS voting policies for use when contractually directed by the client to votes proxies on their behalf in accordance with our proxy voting policy. We review the ISS policies at least annually and believe that they are reasonably designed to ensure that we vote proxies in the best interest of clients and that our voting decisions are insulated from any potential material conflicts of interest.

 

Should a client contractually direct Acadian to vote proxies on their behalf in accordance with Client specific voting policies and procedures, we will still utilize the services of ISS to cast the votes in accordance with the client’s instructions.

 

When voting proxies on behalf of our clients, Acadian assumes a fiduciary responsibility to vote in our clients’ best interests. In addition, with respect to benefit plans under the Employee Retirement Income Securities Act (ERISA), Acadian acknowledges its responsibility as a fiduciary to vote proxies prudently and solely in the best interest of plan participants and beneficiaries. So that it may fulfill these fiduciary responsibilities to clients, Acadian has adopted and implemented these written policies and procedures reasonably designed to ensure that it votes proxies in the best interest of clients.

 

Procedures

 

Proxy Voting Guidelines

 

Acadian acknowledges it has a duty of care to its clients that requires it to monitor corporate events and vote client proxies when instructed by the client to do so. To assist in this effort, Acadian has retained ISS to research and vote its proxies. ISS provides proxy-voting analysis and votes proxies in accordance with predetermined guidelines. Relying on ISS to vote proxies is intended to help ensure that Acadian votes in the best interest of its clients and insulates Acadian’s voting decisions from any potential material conflicts of interest. Acadian will also accept specific written proxy voting instructions from a client and communicate those instructions to ISS to implement when voting proxies involving that client’s portfolio.

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In specific instances where ISS will not vote a proxy, will not provide a voting recommendation, or other instances where there is an unusual cost or requirement related to a proxy vote, Acadian’s Head of Investment Operations will coordinate with members of our investment team to conduct an analysis to determine whether the costs related to the vote outweigh the potential benefit to our client. If we determine, in our discretion, that it is in the best of interest of our client not to participate in the vote Acadian will not participate in the vote on behalf of our client. If we determine that a vote would be in the best interest of our client, Acadian will provide voting direction back to ISS and ensure the vote is cast as they instruct.

 

Unless contrary instructions are received from a client, Acadian has instructed ISS to not vote proxies in so-called “share blocking” markets. Share-blocking markets are markets where proxy voters have their securities blocked from trading during the period of the annual meeting. The period of blocking typically lasts from a few days to two weeks. During the period, any portfolio holdings in these markets cannot be sold without a formal recall. The recall process can take time, and in some cases, cannot be accomplished at all. This makes a client’s portfolio vulnerable to a scenario where a stock is dropping in attractiveness but cannot be sold because it has been blocked. Shareholders who do not vote are not subject to the blocking procedure.

 

Acadian also reserves the right to override ISS vote recommendations under certain circumstances. Acadian will only do so if they believe that voting contrary to the ISS recommendation is in the best interest of clients. The reasons for any overrides and for voting against the ISS recommendation will be documented.

 

Conflicts of Interest

 

Occasions may arise during the voting process in which the best interest of our clients conflict with Acadian’s interests. In these situations, ISS will continue to follow the same predetermined guidelines as formally agreed upon between Acadian and ISS before such conflict of interest existed. Conflicts of interest generally include (i) business relationships where Acadian has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of Acadian has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company. A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative.

 

If Acadian learns that a conflict of interest exists, the Head of Investment Operations will work with our compliance and investment team as needed to document (i) the details of the conflict of interest, (ii) whether or not the conflict is material, and (iii) procedures to ensure that Acadian makes proxy voting decisions based on the best interests of clients. If Acadian determines that a material conflict exists, it will defer to ISS to vote the proxy in accordance with the predetermined voting policy.

 

Voting Policies

 

Acadian has adopted the proxy voting policies developed by ISS, summaries of which can be found at http://www.issgovernance.com/policy and which are deemed to be incorporated herein. The policies have been developed based on ISS’ independent, objective analysis of leading corporate governance practices and their support of long-term shareholder value. Acadian may change its proxy voting policy from time to time without providing notice of changes to clients.

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Voting Process

 

Acadian’s Head of Investment Operations acts as coordinator with ISS including ensuring proxies Acadian is responsible to vote are forwarded to ISS, overseeing that ISS is voting assigned client accounts and maintaining appropriate authorization and voting records.

 

After ISS is notified by the custodian of a proxy that requires voting and/or after ISS cross references their database with a routine download of Acadian holdings and determines a proxy requires voting, ISS will review the proxy and make a voting proposal based on the recommendations provided by their research group. Any electronic proxy votes will be communicated to the proxy solicitor by ISS Global Proxy Distribution Service and Broadridge’s Proxy Edge Distribution Service, while non-electronic ballots, or paper ballots, will be faxed, telephoned or sent via Internet. ISS assumes responsibility for the proxies to be transmitted for voting in a timely fashion and maintains a record of the vote, which is provided to Acadian on a monthly basis. Proxy voting records specific to a client’s account are available to each client upon request.

 

Proxy Voting Record

 

Acadian will maintain a record containing the following information regarding the voting of proxies: (i) the name of the issuer, (ii) the exchange ticker symbol, (iii) the CUSIP number, (iv) the shareholder meeting date, (v) a brief description of the matter brought to vote; (vi) whether the proposal was submitted by management or a shareholder, (vii) how Acadian/ ISS voted the proxy (for, against, abstained) and (viii) whether the proxy was voted for or against management.

 

Obtaining a Voting Proxy Report

 

Clients may request a copy of these policies and procedures and/or a report on how their individual securities were voted by contacting Acadian at 617-850-3500 or by email at compliance- reporting@acadian-asset.com.

 

Last Updated: January 2021

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American Century Investments

PROXY VOTING POLICIES

 

American Century Investment Management, Inc. (the “Advisor”) is the investment manager for a variety of advisory clients, including the American Century family of funds. In such capacity, the Advisor has been delegated the authority to vote proxies with respect to investments held in the accounts it manages. The following is a statement of the proxy voting policies that have been adopted by the Advisor. In the exercise of proxy voting authority which has been delegated to it by particular clients, the Advisor will apply the following policies in accordance with, and subject to, any specific policies that have been adopted by the client and communicated to and accepted by the Advisor in writing.

 

A. General Principles

 

In providing the service of voting client proxies, the Advisor is guided by general fiduciary principles, must act prudently, solely in the interest of its clients, and must not subordinate client interests to unrelated objectives. Except as otherwise indicated in these Policies, the Advisor will vote all proxies with respect to investments held in the client accounts it manages. The Advisor will attempt to consider all factors of its vote that could affect the value of the investment. Although in most instances the Advisor will vote proxies consistently across all client accounts, the votes will be based on the best interests of each client. As a result, accounts managed by the Advisor may at times vote differently on the same proposals. Examples of when an account’s vote might differ from other accounts managed by the Advisor include, but are not limited to, proxy contests and proposed mergers. In short, the Advisor will vote proxies in the manner that it believes will do the most to maximize shareholder value.

 

B. Specific Proxy Matters

 

1. Routine Matters

  a. Election of Directors

    (1) Generally. The Advisor will generally support the election of directors that result in a board made up of a majority of independent directors. In general, the Advisor will vote in favor of management’s director nominees if they are running unopposed. The Advisor believes that management is in the best possible position to evaluate the qualifications of directors and the needs and dynamics of a particular board. The Advisor of course maintains the ability to vote against any candidate whom it feels is not qualified or if there are specific concerns about the individual, such as allegations of criminal wrongdoing or breach of fiduciary responsibilities.  Additional information the Advisor may consider concerning director nominees include, but is not limited to, whether (1) there is an adequate explanation for repeated absences at board meetings, (2) the nominee receives non-board fee compensation, or (3) there is a family relationship between the nominee and the company’s chief executive officer or controlling shareholder.  When management’s nominees are opposed in a proxy contest, the Advisor will evaluate which nominees’ publicly-announced management policies and goals are most likely to maximize shareholder value, as well as the past performance of the incumbents.
       
    (2) Committee Service. The Advisor will withhold votes for non-independent directors who serve on the audit, compensation, and/or nominating committees of the board.
       
    (3) Classification of Boards. The Advisor will support proposals that seek to declassify boards. Conversely, the Advisor will oppose efforts to adopt classified board structures.
       
    (4) Majority Independent Board. The Advisor will support proposals calling for a majority of independent directors on a board. The Advisor believes that a majority of independent directors can help to facilitate objective decision making and enhances accountability to shareholders.
       
    (5) Majority Vote Standard for Director Elections.  The Advisor will vote in favor of proposals calling for directors to be elected by an affirmative majority of the votes cast in a board election, provided that the proposal allows for a plurality voting standard in the case of contested elections.  The Advisor may consider voting against such shareholder proposals where a company’s board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of the majority of the votes cast in an uncontested election.
       
    (6) Withholding Campaigns. The Advisor will support proposals calling for shareholders to withhold votes for directors where such actions will advance the principles set forth in paragraphs (1) through (5) above.
       
  b. Ratification of Selection of Auditors
    The Advisor will generally rely on the judgment of the issuer’s audit committee in selecting the independent auditors who will provide the best service to the company. The Advisor believes that independence of the auditors is paramount and will vote against auditors whose independence appears to be impaired. The Advisor will vote against proposed auditors in those circumstances where (1) an auditor has a financial interest in or association with the company, and is therefore not
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    independent; (2) non-audit fees comprise more than 50% of the total fees paid by the company to the audit firm; or (3) there is reason to believe that the independent auditor has previously rendered an opinion to the issuer that is either inaccurate or not indicative of the company’s financial position.

 

2. Compensation Matters

 

  a. Executive Compensation
  (1) Advisory Vote on Compensation.  The Advisor believes there are more effective ways to convey concerns about compensation than through an advisory vote on compensation (such as voting against specific excessive incentive plans or withholding votes from compensation committee members).  The Advisor will consider and vote on a case-by-case basis on say-on-pay proposals and will generally support management proposals unless specific concerns exist, including if the Advisor concludes that executive compensation is (i) misaligned with shareholder interests, (ii) unreasonable in amount, or (iii) not in the aggregate meaningfully tied to the company’s performance.
       
  (2) Frequency of Advisory Votes on Compensation.  The Advisor generally supports the triennial option for the frequency of say-on-pay proposals, but will consider management recommendations for an alternative approach.

 

  b. Equity Based Compensation Plans
    The Advisor believes that equity-based incentive plans are economically significant issues upon which shareholders are entitled to vote. The Advisor recognizes that equity-based compensation plans can be useful in attracting and maintaining desirable employees. The cost associated with such plans must be measured if plans are to be used appropriately to maximize shareholder value. The Advisor will conduct a case-by-case analysis of each stock option, stock bonus or similar plan or amendment, and generally approve management’s recommendations with respect to adoption of or amendments to a company’s equity-based compensation plans, provided that the total number of shares reserved under all of a company’s plans is reasonable and not excessively dilutive.
     
    The Advisor will review equity-based compensation plans or amendments thereto on a case-by-case basis. Factors that will be considered in the determination include the company’s overall capitalization, the performance of the company relative to its peers, and the maturity of the company and its industry; for example, technology companies often use options broadly throughout its employee base which may justify somewhat greater dilution.
     
    Amendments which are proposed in order to bring a company’s plan within applicable legal requirements will be reviewed by the Advisor’s legal counsel; amendments to executive bonus plans to comply with IRS Section 162(m) disclosure requirements, for example, are generally approved.
     
    The Advisor will generally vote against the adoption of plans or plan amendments that:
     
    Provide for immediate vesting of all stock options in the event of a change of control of the company without reasonable safeguards against abuse (see “Anti-Takeover Proposals” below);
       
    Reset outstanding stock options at a lower strike price unless accompanied by a corresponding and proportionate reduction in the number of shares designated. The Advisor will generally oppose adoption of stock option plans that explicitly or historically permit repricing of stock options, regardless of the number of shares reserved for issuance, since their effect is impossible to evaluate;
       
    Establish restriction periods shorter than three years for restricted stock grants;
       
    Do not reasonably associate awards to performance of the company; or
       
    Are excessively dilutive to the company.

 

3. Anti-Takeover Proposals
  In general, the Advisor will vote against any proposal, whether made by management or shareholders, which the Advisor believes would materially discourage a potential acquisition or takeover. In most cases an acquisition or takeover of a particular company will increase share value. The adoption of anti-takeover measures may prevent or frustrate a bid from being made, may prevent consummation of the acquisition, and may have a negative effect on share price when no acquisition proposal is pending. The items below discuss specific anti-takeover proposals.
   
  a. Cumulative Voting
    The Advisor will vote in favor of any proposal to adopt cumulative voting and will vote against any proposal to eliminate cumulative voting that is already in place, except in cases where a company has a staggered board. Cumulative voting gives minority shareholders a stronger voice in the company and a greater chance for representation on the board. The Advisor believes that the elimination of cumulative voting constitutes an anti-takeover measure.
     
  b. Staggered Board
    If a company has a “staggered board,” its directors are elected for terms of more than one year and only a segment of the board stands for election in any year. Therefore, a potential acquiror cannot replace the entire board in one year even if it controls a majority of the votes. Although staggered boards may provide some degree of continuity and stability of leadership and direction to the board of directors, the Advisor believes that staggered boards are primarily an anti-takeover device and
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    will vote against establishing them and for eliminating them. However, the Advisor does not necessarily vote against the re-election of directors serving on staggered boards.
     
  c. “Blank Check” Preferred Stock
    Blank check preferred stock gives the board of directors the ability to issue preferred stock, without further shareholder approval, with such rights, preferences, privileges and restrictions as may be set by the board. In response to a hostile takeover attempt, the board could issue such stock to a friendly party or “white knight” or could establish conversion or other rights in the preferred stock which would dilute the common stock and make an acquisition impossible or less attractive. The argument in favor of blank check preferred stock is that it gives the board flexibility in pursuing financing, acquisitions or other proper corporate purposes without incurring the time or expense of a shareholder vote. Generally, the Advisor will vote against blank check preferred stock. However, the Advisor may vote in favor of blank check preferred if the proxy statement discloses that such stock is limited to use for a specific, proper corporate objective as a financing instrument.
     
  d. Elimination of Preemptive Rights
    When a company grants preemptive rights, existing shareholders are given an opportunity to maintain their proportional ownership when new shares are issued. A proposal to eliminate preemptive rights is a request from management to revoke that right.
     
    While preemptive rights will protect the shareholder from having its equity diluted, it may also decrease a company’s ability to raise capital through stock offerings or use stock for acquisitions or other proper corporate purposes. Preemptive rights may therefore result in a lower market value for the company’s stock. In the long term, shareholders could be adversely affected by preemptive rights. The Advisor generally votes against proposals to grant preemptive rights, and for proposals to eliminate preemptive rights.
     
  e. Non-targeted Share Repurchase
    A non-targeted share repurchase is generally used by company management to prevent the value of stock held by existing shareholders from deteriorating. A non-targeted share repurchase may reflect management’s belief in the favorable business prospects of the company. The Advisor finds no disadvantageous effects of a non-targeted share repurchase and will generally vote for the approval of a non-targeted share repurchase subject to analysis of the company’s financial condition.
     
  f. Increase in Authorized Common Stock
    The issuance of new common stock can also be viewed as an anti-takeover measure, although its effect on shareholder value would appear to be less significant than the adoption of blank check preferred. The Advisor will evaluate the amount of the proposed increase and the purpose or purposes for which the increase is sought. If the increase is not excessive and is sought for proper corporate purposes, the increase will be approved. Proper corporate purposes might include, for example, the creation of additional stock to accommodate a stock split or stock dividend, additional stock required for a proposed acquisition, or additional stock required to be reserved upon exercise of employee stock option plans or employee stock purchase plans. Generally, the Advisor will vote in favor of an increase in authorized common stock of up to 100%; increases in excess of 100% are evaluated on a case-by-case basis, and will be voted affirmatively if management has provided sound justification for the increase.
     
  g. “Supermajority” Voting Provisions or Super Voting Share Classes
    A “supermajority” voting provision is a provision placed in a company’s charter documents which would require a “supermajority” (ranging from 66 to 90%) of shareholders and shareholder votes to approve any type of acquisition of the company. A super voting share class grants one class of shareholders a greater per-share vote than those of shareholders of other voting classes. The Advisor believes that these are standard anti-takeover measures and will generally vote against them. The supermajority provision makes an acquisition more time-consuming and expensive for the acquiror. A super voting share class favors one group of shareholders disproportionately to economic interest. Both are often proposed in conjunction with other anti-takeover measures.
     
  h. “Fair Price” Amendments
    This is another type of charter amendment that would require an offeror to pay a “fair” and uniform price to all shareholders in an acquisition. In general, fair price amendments are designed to protect shareholders from coercive, two-tier tender offers in which some shareholders may be merged out on disadvantageous terms. Fair price amendments also have an anti-takeover impact, although their adoption is generally believed to have less of a negative effect on stock price than other anti-takeover measures. The Advisor will carefully examine all fair price proposals. In general, the Advisor will vote against fair price proposals unless the Advisor concludes that it is likely that the share price will not be negatively affected and the proposal will not have the effect of discouraging acquisition proposals.
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  i. Limiting the Right to Call Special Shareholder Meetings.
    The corporation statutes of many states allow minority shareholders at a certain threshold level of ownership (frequently 10%) to call a special meeting of shareholders. This right can be eliminated (or the threshold increased) by amendment to the company’s charter documents. The Advisor believes that the right to call a special shareholder meeting is significant for minority shareholders; the elimination of such right will be viewed as an anti-takeover measure and the Advisor will generally vote against proposals attempting to eliminate this right and for proposals attempting to restore it.
     
  j. Poison Pills or Shareholder Rights Plans
    Many companies have now adopted some version of a poison pill plan (also known as a shareholder rights plan). Poison pill plans generally provide for the issuance of additional equity securities or rights to purchase equity securities upon the occurrence of certain hostile events, such as the acquisition of a large block of stock.
     
    The basic argument against poison pills is that they depress share value, discourage offers for the company and serve to “entrench” management. The basic argument in favor of poison pills is that they give management more time and leverage to deal with a takeover bid and, as a result, shareholders may receive a better price. The Advisor believes that the potential benefits of a poison pill plan are outweighed by the potential detriments. The Advisor will generally vote against all forms of poison pills.
     
    The Advisor will, however, consider on a case-by-case basis poison pills that are very limited in time and preclusive effect. The Advisor will generally vote in favor of such a poison pill if it is linked to a business strategy that will – in our view – likely result in greater value for shareholders, if the term is less than three years, and if shareholder approval is required to reinstate the expired plan or adopt a new plan at the end of this term.
     
  k. Golden Parachutes
    Golden parachute arrangements provide substantial compensation to executives who are terminated as a result of a takeover or change in control of their company. The existence of such plans in reasonable amounts probably has only a slight anti-takeover effect. In voting, the Advisor will evaluate the specifics of the plan presented.
     
  l. Reincorporation
    Reincorporation in a new state is often proposed as one part of a package of anti-takeover measures. Several states (such as Pennsylvania, Ohio and Indiana) now provide some type of legislation that greatly discourages takeovers. Management believes that Delaware in particular is beneficial as a corporate domicile because of the well-developed body of statutes and case law dealing with corporate acquisitions.
     
    The Advisor will examine reincorporation proposals on a case-by-case basis. Generally, if the Advisor believes that the reincorporation will result in greater protection from takeovers, the reincorporation proposal will be opposed. The Advisor will also oppose reincorporation proposals involving jurisdictions that specify that directors can recognize non-shareholder interests over those of shareholders. When reincorporation is proposed for a legitimate business purpose and without the negative effects identified above, the Advisor will generally vote affirmatively.
     
  m. Confidential Voting
    Companies that have not previously adopted a “confidential voting” policy allow management to view the results of shareholder votes. This gives management the opportunity to contact those shareholders voting against management in an effort to change their votes.
     
    Proponents of secret ballots argue that confidential voting enables shareholders to vote on all issues on the basis of merit without pressure from management to influence their decision. Opponents argue that confidential voting is more expensive and unnecessary; also, holding shares in a nominee name maintains shareholders’ confidentiality. The Advisor believes that the only way to insure anonymity of votes is through confidential voting, and that the benefits of confidential voting outweigh the incremental additional cost of administering a confidential voting system. Therefore, the Advisor will generally vote in favor of any proposal to adopt confidential voting.
     
  n. Opting In or Out of State Takeover Laws
    State takeover laws typically are designed to make it more difficult to acquire a corporation organized in that state. The Advisor believes that the decision of whether or not to accept or reject offers of merger or acquisition should be made by the shareholders, without unreasonably restrictive state laws that may impose ownership thresholds or waiting periods on potential acquirors. Therefore, the Advisor will generally vote in favor of opting out of restrictive state takeover laws.

 

4. Transaction Related Proposals
  The Advisor will review transaction related proposals, such as mergers, acquisitions, and corporate reorganizations, on a case-by-case basis, taking into consideration the impact of the transaction on each client account.  In some instances, such as the approval of a proposed merger, a transaction may have a differential impact on client accounts depending on the securities held in each account.  For example, whether a merger is in the best interest of a client account may be influenced by whether an account holds, and in what proportion, the stock of both the acquirer and the acquiror.  In these circumstances, the Advisor may determine that it is in the best interests of the accounts to vote the accounts’ shares differently on proposals related to the same transaction.
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5. Other Matters

 

  a. Proposals Involving Environmental, Social, and Governance (“ESG”) Matters
    The Advisor believes that ESG issues can potentially impact an issuer’s long-term financial performance and has developed an analytical framework, as well as a proprietary assessment tool, to integrate risks and opportunities stemming from ESG issues into our investment process. This ESG integration process extends to our proxy voting practices in that our ESG Proxy Team analyzes on a case-by-case basis the financial materiality and potential risks or economic impact of the ESG issues underpinning proxy proposals and makes voting recommendations based thereon for the Advisor’s consideration. The ESG Proxy Team will generally recommend support for well-targeted ESG proposals if it believes that there is a rational linkage between a proposal, its economic impact, and its potential to maximize long-term shareholder value.
     
    Where the economic effect of such proposals is unclear and there is not a specific written client-mandate, the Advisor believes it is generally impossible to know how to vote in a manner that would accurately reflect the views of the Advisor’s clients, and, therefore, the Advisor will generally rely on management’s assessment of the economic effect if the Advisor believes the assessment is not unreasonable.
     
    Shareholders may also introduce proposals which are the subject of existing law or regulation. Examples of such proposals would include a proposal to require disclosure of a company’s contributions to political action committees or a proposal to require a company to adopt a non-smoking workplace policy. The Advisor believes that such proposals may be better addressed outside the corporate arena and, absent a potential economic impact, will generally vote with management’s recommendation. In addition, the Advisor will generally vote against any proposal which would require a company to adopt practices or procedures which go beyond the requirements of existing, directly applicable law.
     
  b. Anti-Greenmail Proposals
    “Anti-greenmail” proposals generally limit the right of a corporation, without a shareholder vote, to pay a premium or buy out a 5% or greater shareholder. Management often argues that they should not be restricted from negotiating a deal to buy out a significant shareholder at a premium if they believe it is in the best interest of the company. Institutional shareholders generally believe that all shareholders should be able to vote on such a significant use of corporate assets. The Advisor believes that any repurchase by the company at a premium price of a large block of stock should be subject to a shareholder vote. Accordingly, it will generally vote in favor of anti-greenmail proposals.
     
  c. Indemnification
    The Advisor will generally vote in favor of a corporation’s proposal to indemnify its officers and directors in accordance with applicable state law. Indemnification arrangements are often necessary in order to attract and retain qualified directors. The adoption of such proposals appears to have little effect on share value.
     
  d. Non-Stock Incentive Plans
    Management may propose a variety of cash-based incentive or bonus plans to stimulate employee performance. In general, the cash or other corporate assets required for most incentive plans is not material, and the Advisor will vote in favor of such proposals, particularly when the proposal is recommended in order to comply with IRC Section 162(m) regarding salary disclosure requirements. Case-by-case determinations will be made of the appropriateness of the amount of shareholder value transferred by proposed plans.
     
  e. Director Tenure
    These proposals ask that age and term restrictions be placed on the board of directors. The Advisor believes that these types of blanket restrictions are not necessarily in the best interests of shareholders and therefore will vote against such proposals, unless they have been recommended by management.
     
  f. Directors’ Stock Options Plans
    The Advisor believes that stock options are an appropriate form of compensation for directors, and the Advisor will generally vote for director stock option plans which are reasonable and do not result in excessive shareholder dilution. Analysis of such proposals will be made on a case-by-case basis, and will take into account total board compensation and the company’s total exposure to stock option plan dilution.
     
  g. Director Share Ownership
    The Advisor will generally vote against shareholder proposals which would require directors to hold a minimum number of the company’s shares to serve on the Board of Directors, in the belief that such ownership should be at the discretion of Board members.
     
  h. Non-U.S. Proxies
    The Advisor will generally evaluate non-U.S. proxies in the context of the voting policies expressed herein but will also, where feasible, take into consideration differing laws, regulations, and practices in the relevant foreign market in determining if and how to vote.  There may also be circumstances when practicalities and costs involved with non-U.S. investing make it disadvantageous to vote shares.  For instance, the Advisor generally does not vote proxies in circumstances where share blocking restrictions apply, when meeting attendance is required in person, or when current share ownership disclosure is required.
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C. Use of Proxy Advisory Services

 

The Adviser may retain proxy advisory firms to provide services in connection with voting proxies, including, without limitation, to provide information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals and voting recommendations in accordance with the voting policies expressed herein, provide systems to assist with casting the proxy votes, and provide reports and assist with preparation of filings concerning the proxies voted.

 

Prior to the selection of a proxy advisory firm and periodically thereafter, the Advisor will consider whether the proxy advisory firm has the capacity and competency to adequately analyze proxy issues and the ability to make recommendations based on material accurate information in an impartial manner. Such considerations may include some or all of the following (i) periodic sampling of votes cast through the firm’s systems to determine that votes are in accordance with the Advisor’s policies and its clients best interests, (ii) onsite visits to the proxy advisory firm’s office and/or discussions with the firm to determine whether the firm continues to have the resources (e.g. staffing, personnel, technology, etc.) capacity and competency to carry out its obligations to the Advisor, (iii) a review of the firm’s policies and procedures, with a focus on those relating to identifying and addressing conflicts of interest and monitoring that current and accurate information is used in creating recommendations, (iv) requesting that the firm notify the Advisor if there is a change in the firm’s material policies and procedures, particularly with respect to conflicts, or material business practices (e.g., entering or exiting new lines of business), and reviewing any such change, and (v) in case of an error made by the firm, discussing the error with the firm and determining whether appropriate corrective and preventative action is being taken. In the event the Advisor discovers an error in the research or voting recommendations provided by the firm, it will take reasonable steps to investigate the error and seek to determine whether the firm is taking reasonable steps to reduce similar errors in the future.

 

While the Advisor takes into account information from many different sources, including independent proxy advisory services, the decision on how to vote proxies will be made in accordance with these policies.

 

D. Monitoring Potential Conflicts of Interest

Corporate management has a strong interest in the outcome of proposals submitted to shareholders. As a consequence, management often seeks to influence large shareholders to vote with their recommendations on particularly controversial matters. In the vast majority of cases, these communications with large shareholders amount to little more than advocacy for management’s positions and give the Advisor’s staff the opportunity to ask additional questions about the matter being presented. Companies with which the Advisor has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which the Advisor votes on matters for its clients. To ensure that such a conflict of interest does not affect proxy votes cast for the Advisor’s clients, our proxy voting personnel regularly catalog companies with whom the Advisor has significant business relationships; all discretionary (including case-by-case) voting for these companies will be voted by the client or an appropriate fiduciary responsible for the client (e.g., a committee of the independent directors of a fund or the trustee of a retirement plan).

 

In addition, to avoid any potential conflict of interest that may arise when one American Century fund owns shares of another American Century fund, the Advisor will “echo vote” such shares, if possible. Echo voting means the Advisor will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares. So, for example, if shareholders of a fund cast 80% of their votes in favor of a proposal and 20% against the proposal, any American Century fund that owns shares of such fund will cast 80% of its shares in favor of the proposal and 20% against. When this is not possible (as in the case of the “NT” funds, where the other American Century funds are the only shareholders), the shares of the underlying fund (e.g. the “NT” fund) will be voted in the same proportion as the vote of the shareholders of the corresponding American Century policy portfolio for proposals common to both funds. For example, NT Growth Fund shares will be echo voted in accordance with the votes of the Growth Fund shareholders. In the case where the policy portfolio does not have a common proposal, shares will be voted in consultation with a committee of the independent directors.

 

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The voting policies expressed above are of course subject to modification in certain circumstances and will be reexamined from time to time. With respect to matters that do not fit in the categories stated above, the Advisor will exercise its best judgment as a fiduciary to vote in the manner which will most enhance shareholder value.

 

Case-by-case determinations will be made by the Advisor’s staff, which is overseen by the General Counsel of the Advisor, in consultation with equity managers. Electronic records will be kept of all votes made.

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Proxy Voting Policy

 

 

April 13, 2022

 

Introduction

 

Our policy is to vote securities held in client portfolios consistent with our fiduciary duty of care and loyalty and in a manner consistent with the best interest of our clients and, in the case of benefit plans subject to ERISA, in the best interest of their plan participants and beneficiaries. This policy applies to client securities for which we have discretionary voting authority. Our proxy voting authority is evidenced in the client’s account agreement or other written client communication. Capitalized terms used in this policy and not defined have the meaning ascribed in the Compliance Manual.

 

Use of Third Party Proxy Service Provider

 

We have retained Institutional Shareholder Services (ISS), a leading global proxy service provider, to provide proxy voting services to our client portfolios. ISS services include the following:

 

  monitoring global events affecting the issuers of securities held in client portfolios as required to cast informed votes;
  voting client portfolio securities, consistent with agreed upon voting policies and guidelines, in a timely manner; and
  maintaining certain records concerning the foregoing required by applicable law, rule or regulation, including the U.S. Securities and Exchange Commission (SEC) and U.S. Department of Labor (DOL).

 

 

Rationale for Using Third Party Proxy Service Provider

 

We believe that engaging ISS for proxy voting services is in the best interest of our clients because ISS has a demonstrated comparative advantage relative to our firm’s resources and expertise in this area. In particular, ISS has:

 

  a large dedicated team of experts, researchers and thought leaders in corporate governance and ESG matters utilizing both subject-matter and local market expertise;
  global monitoring capabilities to identify corporate voting events, and public information related to such events, affecting issuers of client portfolio securities (including issuer proxy materials and updates thereto);
  robust benchmark proxy voting guidelines developed using its internal experience and expertise, as well as input from institutional investors and global issuers, supporting well-researched and informed votes;
  an established proxy voting technology platform; and
  appropriate compliance policies and procedures, including procedures for addressing material conflicts of interest in its business should any arise.

 

Further, we believe engaging ISS for proxy voting services is in the best interests of our clients because corporate matters subject to shareholder votes tend to be less impactful to our investment process and our stated risk adjusted return objectives for our client portfolios. Our investment process utilizes quantitative methods that identify and incorporate investment signals into its proprietary return, risk and transaction cost models. Our investment professionals do not typically engage in traditional equity asset management activities, such as researching individual companies, reviewing or analyzing regulatory filings (such as annual and quarterly reports and proxy materials) or engaging directly with company executives. ISS has a demonstrated comparative advantage in this area.

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Use of Automated Proxy Service

 

We utilize ISS’ automated voting process, through which ISS generally completes and submits our clients’ proxy votes in accordance with agreed upon voting policies without the votes being reviewed in advance by us. Since ISS submits the votes without our prior review, we do not analyze soliciting materials released by an issuer after ISS has made its voting recommendation but before votes are submitted (and we do not have any particular comparative advantage in this area relative to ISS’ established capabilities and processes). We do, however, assess (typically on an annual basis) ISS’ procedures to review such soliciting materials released by issuers, and have instructed ISS to cast votes as close to the voting deadline as is reasonably practicable, so that ISS can take such information into account in making voting decisions.

 

Third Party Proxy Service Provider Benchmark Voting Policies

 

 

ISS maintains a set of benchmark proxy voting policies that are published on ISS’ official website (issgovernance.com). These policies are typically updated annually through ISS’ internal review process which takes into account feedback from the institutional investor community and global issuers on corporate and governance best practices. We review these policies on an annual basis prior to the policies being applied to client portfolios to determine whether we believe such policies are consistent with the objective of maximizing shareholder value.

 

Unless otherwise instructed otherwise by a client (which is not typical among our clients), we apply ISS’ benchmark proxy voting policies across all client portfolios uniformly. We believe a uniform set of guidelines is appropriate because we apply the same uniform investment process across all client portfolios with the same uniform investment objective of maximizing risk adjusted returns for our client portfolios. For clients that require a more customized policy (e.g., to address client specific policy matters), we will collaborate with such client and ISS to implement a custom policy to address such requirements consistent with our investment process.

 

We may, in our discretion, choose to override a decision of ISS with respect to a proxy vote in circumstances where ISS discloses a material conflict of interest prior to a voting deadline and we determine that doing so would be in the best interests of our clients. For more information, see “Conflicts of Interest” below.

 

Third Party Proxy Service Provider Selection and Monitoring

 

As part of the selection and monitoring process we assess the following (typically on an annual basis):

 

  the quality of the proxy service provider’s staffing and personnel;
     
  the technology and information used to form the basis of the proxy service provider’s voting recommendations;
     
  the processes and methodologies the proxy service provider uses in formulating its voting recommendations, including its ability to ensure that its proxy voting recommendations are based on current and accurate information, when and how the proxy service provider engages with issuers and third parties and the procedures the proxy service provider follows when an issuer releases soliciting materials after ISS has issued its voting recommendation but before votes are submitted;
     
  the adequacy of the proxy service provider’s disclosure of its processes and methodologies;
the proxy service provider’s policies and procedures for identifying, disclosing and addressing potential conflicts of interest, including conflicts that generally arise from providing proxy voting recommendations, proxy services and related activities;
     
  any other considerations that we believe would be appropriate in considering the nature and quality of the services provided by the proxy advisory firm; and
     
  whether the proxy voting advisor is required to maintain information about the votes of our clients confidential.

 

In addition, we perform the following monitoring procedures on an annual, semi-annual, quarterly and monthly basis:

 

  Annual. On no less than an annual basis, we review the adequacy of ISS’ (i) staffing and personnel; (ii) policies and procedures relating to the voting of proxies, including when and how ISS engages with and seeks input from issuers and third parties; (iii) policies and procedures for identifying, disclosing and addressing potential conflicts of interest, including conflicts that generally arise from providing proxy voting recommendations, proxy services and related activities; (iii) technology and information used to form the basis of ISS’ voting recommendations; (iv) disclosure of its
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    procedures and methodologies in formulating voting recommendations; and (v) updates to its methodologies, guidelines and voting recommendations on an ongoing basis, including in response to feedback from issuers and their shareholders.
     
   
  Semi-Annually. On no less than a semi-annual basis, we conduct a sampling of client proxy votes and underlying proxy research reports to confirm, on a post-vote basis, that ISS proxy voting recommendations were based on current and accurate information (such sample to consist of a comparison of the underlying proxy materials relative to the applicable ISS proxy research report). If we determine that a recommendation of ISS was based on a factual error, incompleteness or methodological weaknesses in ISS’ analysis that materially affected one or more votes for a client portfolio, we will take reasonable steps to investigate the matter taking into account, among other things, the nature of the error and the related recommendation, and seek to determine whether ISS is taking reasonable steps to seek to reduce similar errors in the future. As part of such investigation, we shall consider any information that we deem appropriate, which may include, among other things:
   
     
    o ISS’ process for ensuring that it has complete and accurate information about the issuer and each particular matter;
       
    o Our ability, if any, to access the issuer’s views about ISS’ voting recommendations;
       
    o ISS’ efforts to correct any identified material deficiencies;
       
    o ISS’ disclosure regarding the sources of information and methodologies used in formulating voting recommendations and executing voting instructions; and
       
    o ISS’ consideration of factors unique to specific issuers and proposals when evaluating matters subject to a shareholder vote.

 

 

   
  Quarterly. On no less than a quarterly basis, we conduct a sampling of client proxy votes and underlying proxy research reports to confirm that they are voted in a manner consistent with the ISS Proxy Guidelines.
Monthly
. On a monthly basis we conduct a sampling of client proxy votes and underlying proxy research reports to confirm, on a pre-vote basis, that ISS proxy voting recommendations are based on current and accurate information (such sample to consist of a comparison of the underlying proxy materials relative to the applicable ISS proxy research report). If we determine that a recommendation of ISS is based on a factual error, incompleteness or methodological weaknesses in ISS’ analysis that would otherwise materially affect one or more votes for a client portfolio, we will take reasonable steps to investigate the matter taking into account the information outlined above relative to the semi-annual, post-vote review and engage with ISS to the extent practicable prior to the voting the applicable proxy.
   
      We also receive monthly reporting from ISS on the following matters during the applicable period:
     
       
    o Material changes to ISS’ conflict of interest policies or procedures;
       
    o Changes or updates to ISS’ business so that we can determine whether such changes or updates are relevant to an assessment of ISS’ ability to provide proxy voting advice;
       
     
    o Conflicts of interest identified in connection with a proxy vote for a client portfolio that were not appropriately remediated or escalated in writing to us for remediation; and
       
    o “Votes against” applicable ISS proxy voting guidelines relative to our client portfolios.
       
  Ongoing. On an ongoing basis we will coordinate between our firm, the custodian(s)/administrators of client portfolios subject to this policy, and ISS to facilitate the delivery of proxies and related materials for the respective client securities in a timely manner (it being understood, however, that our ability to vote proxies is dependent on the timely and accurate delivery of proxy data from the applicable custodian/administrator to ISS which may be delivered too late to take action, or not at all).

 

In addition, we will review the adequacy of this policy not less than annually to confirm that the policy (i) has been implemented in accordance with its terms and (ii) has been formulated reasonably and implemented effectively, including whether the policy is reasonably designed to ensure that proxies are voted in the best interests of clients as described above.

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Environmental, Social and Governance (ESG) Voting

 

Environmental, social and corporate governance (ESG) principles are taken into account in ISS’ standard proxy voting policies that we review and consider on an annual basis. In addition, upon the request of a client, we may implement enhanced ESG specific voting procedures with respect to the securities held in such client’s portfolio. For such clients, we contract with ISS to cast votes based on a specialized ISS proxy voting policy which is based on the Principles for Responsible Investment. ISS then monitors events affecting the issuers of securities as required to cast informed votes based on these principles, makes decisions on voting securities and maintains necessary records on the votes cast. We will pay for the cost of such services. ESG specific voting procedures have been implemented in certain Arrowstreet Sponsored Funds that orient their portfolios on the basis of certain ESG factors. We do not expect to add ESG specific voting procedures to our other Arrowstreet Sponsored Funds.

 

Third Party Service Provider Fees

 

We pay for the cost of ISS’ proxy voting services, except in the case of individually tailored proxy voting guidelines, in which case the cost of such service may be negotiated with the client.

 

Recordkeeping

 

The Chief Compliance Officer will maintain, or cause ISS to maintain, the following records under this policy for such period as is required by SEC Rule 204-2 (currently five (5) years) or for such longer period as may be requested in writing by a client or by applicable law:

 

  Arrowstreet. We will maintain the following records with regard to this policy
     
   
    o Copies of this policy (and revisions thereto);
     
    o A copy of each written client request for information on how we or ISS voted that client’s shares, and a copy of any written response by us to any written or oral client request for such information;
       
    o A copy of each document prepared by us that was material to making a decision on how to vote proxies on behalf of a client, or that records the basis for the decision;
       
    o A record of each vote cast by the firm on behalf of a client in which we override ISS’ recommendation;
       
    o Documentation relating to any conflict of interest review undertaken by the Chief Compliance Officer; and
       
    o Documentation relating to the due diligence and review of the proxy service provider.
       
     
  ISS. We will cause ISS (a registered investment adviser) to (i) maintain the following records under this policy for such period as is required by SEC Rule 204-2 (currently five (5) years) or for such longer period as may be requested in writing by the firm and (ii) produce such records promptly on request:
     
       
    o Copies of ISS’ Proxy Voting Guidelines and policies and procedures relating to the voting of proxies and management of conflicts of interest (and revisions thereto);
       
    o A copy of each proxy statement received regarding client securities, other than any that is available via the SEC’s EDGAR system;
       
    o A copy of each research report prepared by ISS material to making a decision on how to vote proxies on behalf of our clients; and
       
    o A record of each vote cast by or on behalf of the firm with respect to client shares.

 

Conflicts of Interest

 

We believe that, as a result of utilizing ISS, conflicts of interest between the firm and a client in the proxy voting context will be rare. However, conflicts of interest may arise (i) when ISS notifies us of a conflict of interest involving a proxy recommendation and, as a result, we exercise discretion as to whether following the ISS recommendation is in the best interests of our clients; or (ii) in connection with the selection and maintenance of ISS as third party proxy voting service provider.

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The Chief Compliance Officer will review any such conflict of interest and use their best judgment to address any such conflict of interest and ensure that it is resolved in accordance with their independent assessment of the best interests of the relevant clients. Such resolution may include, among other things, the firm seeking voting instructions from any affected client.

 

If ISS notifies the firm of a conflict of interest with respect to a proxy vote after such vote has been taken, the Chief Compliance Officer shall take such action as they deem necessary or appropriate under the circumstances.

 

It is our policy not to accept any input from any other person or entity in connection with proxy voting decisions, with the exception of a client directed vote or votes made by ISS. In the event that a firm investment professional is pressured or lobbied either from within or outside of the firm with respect to any particular proxy voting decision, such event shall be reported to the Chief Compliance Officer.

 

Limitations on Exercising Right to Vote

 

The following are some limitations on the ability to vote proxies on behalf of clients. This is not intended to be an exhaustive list.

 

  Shareblocking Markets. We may, in certain cases, refrain from voting if voting could potentially restrict our ability to sell out of a particular name for a certain duration. This is often the case in markets that follow the practice of “shareblocking”. Since voting rights or trading rights can be affected in securities held in shareblocking markets, we generally instruct ISS to refrain from voting in shareblocking markets.
  Securities Lending. Certain clients engage in securities lending programs, under which shares of an issuer could be on loan while that issuer is conducting a proxy solicitation. As part of the securities lending program, if the securities are on loan at the record date, the client lending the security cannot vote that proxy. Because neither we nor ISS is generally aware of when a security may be on loan, these securities cannot generally be recalled prior to the record date, and, therefore, in most cases, the shares on loan will not be voted.
  Prime Broker Rehypothecation. Certain clients whose securities are held at a prime broker may be subject to rehypothecation. Shares of an issuer could be rehypothecated while that issuer is conducting a proxy solicitation. If securities are rehypothecated at the record date, the proxy for that security cannot be voted. Because neither we nor ISS is generally aware of when a security may be rehypothecated, these securities cannot generally be recalled prior to the record date, and, therefore, in most cases, the shares will not be voted.
  Costs of Voting Proxies; POAs and Other Documentation. If we determine that the monetary and/or nonmonetary costs to the client of voting in a particular case are likely to exceed the expected economic benefits of voting, ISS may not vote. This is likely to occur, for example, in cases where particular documentation, a registration or a power of attorney is required for proxy voting in certain markets or specific meetings and a client has not provided (or facilitated) such documents with its custodian. As neither we nor ISS is privy to the specific client/custodian arrangements, it is the responsibility of the client and/or the client custodian to ensure the necessary documentation is in place for voting purposes.
  Timely Communication of Proxies by Custodian. Our ability to vote proxies on behalf of client portfolios is dependent, in part, on the effective and timely communication of proxies and related materials from the client’s custodian to ISS. We may be unable to vote client proxies if such proxies and related materials are not received, or received too late to take action thereon. It is the responsibility of the applicable client custodian to vote proxies in accordance with instructions received from ISS.
  Portfolio Termination. In the event of a portfolio termination, Arrowstreet will manage proxies for any meeting having a record date on or prior to the effective date of such termination (which includes voting proxies for meetings occurring after such effective date, if the meeting record date occurred prior to termination). Reporting on such proxy votes following a portfolio termination is available upon request.

 

Client Directed Proxy Voting

 

We may, in limited circumstances, accept client voting directions or guidelines.. In most cases, we typically do not accept directions or guidelines from clients regarding the voting of securities held in client portfolios. We recommend that any client wishing to direct the voting of its securities should either retain the voting authority itself or grant such authority to another party. Any such action should be reflected in the client’s portfolio agreement or other written document.

 

 

Interpretation and Administration

The Chief Compliance Officer is authorized to interpret this policy and adopt additional procedures for its administration. The Chief Compliance Officer may waive any provision of this policy in any particular case if consistent with the goals of the policy.

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Obtaining Policies and Proxy Records

 

 

Clients may contact our Chief Compliance Officer by calling 617-919-0000 or via e-mail at regcompliance@arrowstreetcapital.com for a copy of the ISS proxy voting guidelines (or obtain them online from ISS’ website) or to obtain a record of how proxies were voted for their portfolio.

 

* * *

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BennBridge US LLC

Proxy Voting Policy

 

Proxies are assets of BennBridge Clients that must be voted with diligence, care, and loyalty. BennBridge will vote each proxy in accordance with its fiduciary duty to its Clients. BennBridge will generally seek to vote proxies in a way that maximizes the value of Clients’ assets. BennBridge may take into account the following factors, among others:

 

  Whether the proposal was recommended by management;
  BennBridge’s opinion of management;
  Whether the proposal acts to entrench existing management;
  Whether the proposal fairly compensates management for past and future performance; and
  Whether the proposal benefits the company as a whole.

 

As noted previously, BennBridge attempts to vote proxies in the best interest of its client(s), and, to the extent practical, the client’s underlying shareholders/limited partners. Employees must notify the BennBridge CCO if they become aware of any material conflict of interest associated with a proxy vote. Since it is impossible to anticipate all material conflicts of interest that could arise in connection with proxy voting, the following examples are meant to help employees identify potential conflicts:

 

BennBridge’s client owns debt and equity securities of the same issuer, either of which may be adversely affected by the proxy vote;

An issuer or some other third party offers BennBridge or an Employee compensation in exchange for voting a proxy in a particular way; and

BennBridge receives a proxy solicitation from an issuer that a BennBridge Employee has a personal or business relationship with. Upon notification of a potential material conflict, the BennBridge CCO will evaluate the conflict and determine an appropriate course of action, if any. Paragraph (c)(ii) of Rule 204-2 under the Advisers Act requires BennBridge to maintain certain books and records associated with its proxy voting policies and procedures. BennBridge’s recordkeeping obligations are described in the Maintenance of Books and Records section of this Manual. The CCO will coordinate BennBridge’s proxy voting process and ensure BennBridge complies with applicable recordkeeping requirements associated with proxy voting.

 

Voting Proxies for Loaned Securities

In the event that BennBridge is aware of a material vote on behalf of a RIC Client and BennBridge has the ability to call back loans and is aware of the securities on loan by the custodian, BennBridge may call back the loan and vote the proxies if time permits. Otherwise, BennBridge will rely on the RIC Client to call loaned securities back.

 

Disclosures to Clients and Investors

BennBridge includes a description of its policies and procedures regarding proxy voting in Part 2 of Form ADV, along with a statement that Clients and Investors can contact the CCO to obtain a copy of these policies and procedures and information about how BennBridge voted with respect to the Client’s securities.

 

Any request for information about proxy voting should be promptly forwarded to the BennBridge CCO, who will respond to any such requests.

 

As a matter of policy, BennBridge does not disclose how it expects to vote on upcoming proxies. Additionally, BennBridge does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

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BlackRock

Investment

Stewardship

 

Proxy voting guidelines for U.S. securities

 

Effective as of January 2022

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Contents

 

Introduction B-22
   
Voting guidelines B-22
   
Boards and directors B-22
   
Auditors and audit-related issues B-30
   
Capital structure proposals B-30
   
Mergers, acquisitions, asset sales, and other special transactions B-31
   
Executive compensation B-32
   
Environmental and social issues B-35
   
General corporate governance matters B-38
   
Shareholder protections B-39
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These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles.

 

Introduction

 

We believe BlackRock has a responsibility to monitor and provide feedback to companies, in our role as stewards of our clients’ investments. BlackRock Investment Stewardship (“BIS”) does this through engagement with management teams and/or board members on material business issues, including environmental, social, and governance (“ESG”) matters and, for those clients who have given us authority, through voting proxies in the best long-term economic interests of their assets.

 

The following issue-specific proxy voting guidelines (the “Guidelines”) are intended to summarize BIS’ regional philosophy and approach to engagement and voting on ESG factors, as well as our expectations of directors, for U.S. securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide to how BIS will engage and/or vote in every instance. They are applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at annual and special meetings.

 

Voting guidelines

 

These guidelines are divided into eight key themes, which group together the issues that frequently appear on the agenda of annual and extraordinary meetings of shareholders:

 

Boards and directors
   
Auditors and audit-related issues
   
Capital structure
   
Mergers, acquisitions, asset sales, and other special transactions
   
Executive compensation
   
Environmental and social issues
   
General corporate governance matters
   
Shareholder protections

 

Boards and directors

 

The effective performance of the board is critical to the economic success of the company and the protection of shareholders’ interests. As part of their responsibilities, board members owe fiduciary duties to shareholders in overseeing the strategic direction, operations, and risk management of the company. For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities.

 

Disclosure of material issues that affect the company’s long-term strategy and value creation, including material ESG factors, is essential for shareholders to appropriately understand and assess how effectively the board is identifying, managing, and mitigating risks.

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Where we conclude that a board has failed to address or disclose one or more material issues within a specified timeframe, we may hold directors accountable or take other appropriate action in the context of our voting decisions.

 

Director elections

 

Where a board has not adequately demonstrated, through actions and company disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below.

 

 

Independence

 

We expect a majority of the directors on the board to be independent. In addition, all members of key committees, including audit, compensation, and nominating/ governance committees, should be independent. Our view of independence may vary from listing standards.

 

Common impediments to independence may include:

 

Employment as a senior executive by the company or a subsidiary within the past five years
   
An equity ownership in the company in excess of 20%
   
Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

 

 

We may vote against directors serving on key committees who we do not consider to be independent, including at controlled companies.

 

Oversight

 

We expect the board to exercise appropriate oversight of management and the business activities of the company. Where we believe a board has failed to exercise sufficient oversight, we may vote against the responsible committees and/or individual directors. The following illustrates common circumstances:

 

With regard to material ESG risk factors, or where the company has failed to provide shareholders with adequate disclosure to conclude appropriate strategic consideration is given to these factors by the board, we may vote against directors of the responsible committee, or the most relevant director
   
With regard to accounting practices or audit oversight, e.g., where the board has failed to facilitate quality, independent auditing. If substantial accounting irregularities suggest insufficient oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible
   
During a period in which executive compensation appears excessive relative to the performance of the company and compensation paid by peers, we may vote against the members of the compensation committee
   
Where a company has proposed an equity compensation plan that is not aligned with shareholders’ interests, we may vote against the members of the compensation committee
   
Where the board is not comprised of a majority of independent directors (this may not apply in the case of a controlled company), we may vote against the chair of the nominating/governance
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committee, or where no chair exists, the nominating/governance committee member with the longest tenure

 

  Where it appears the director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual

 

  Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance

 

  Where a director serves on an excessive number of boards, which may limit their capacity to focus on each board’s needs, we may vote against that individual. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed:

 

 

Public Company Executive # Outside Public Boards1 Total # of Public Boards
Director A 1 2
Director B2   3 4

 

Responsiveness to shareholders

 

We expect a board to be engaged and responsive to its shareholders, including acknowledging voting outcomes for director elections, compensation, shareholder proposals, and other ballot items. Where we believe a board has not substantially addressed shareholder concerns, we may vote against the responsible committees and/or individual directors. The following illustrates common circumstances:

 

  The independent chair or lead independent director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession

 

  The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BIS did not support the initial against vote

 

 

1 In addition to the company under review.

2 Including fund managers whose full-time employment involves responsibility for the investment and oversight of fund vehicles, and those who have employment as professional investors and provide oversight for those holdings.

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  The independent chair or lead independent director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that receive substantial support, and the proposals, in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation

 

Shareholder rights

 

We expect a board to act with integrity and to uphold governance best practices. Where we believe a board has not acted in the best interests of its shareholders, we may vote against the appropriate committees and/or individual directors. The following illustrates common circumstances:

 

  The independent chair or lead independent director and members of the nominating/governance committee, where a board implements or renews a poison pill without shareholder approval

 

  The independent chair or lead independent director and members of the nominating/governance committee, where a board amends the charter/articles/bylaws and where the effect may be to entrench directors or to significantly reduce shareholder rights

 

  Members of the compensation committee where the company has repriced options without shareholder approval

 

If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding the actions of a committee and the responsible member(s), we will generally register our concern by voting against all available members of the relevant committee.

 

Board composition and effectiveness

 

We encourage boards to periodically refresh their membership to ensure relevant skills and experience within the boardroom. To this end, regular performance reviews and skills assessments should be conducted by the nominating/governance committee or the lead independent director. When nominating new directors to the board, we ask that there is sufficient information on the individual candidates so that shareholders can assess the suitability of each individual nominee and the overall board composition. Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the board’s determination in setting such limits. BIS will also consider the average board tenure to evaluate processes for board renewal. We may oppose boards that appear to have an insufficient mix of short-, medium-, and long-tenured directors.

 

Furthermore, we expect boards to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of a variety of views and opinions in the boardroom. We are interested in diversity in the board room as a means to promoting diversity of thought and avoiding “group think”. We ask boards to disclose how diversity is considered in board composition, including demographic factors such as gender, race, ethnicity, and age; as well as professional characteristics, such as a director’s industry experience, specialist areas of expertise, and geographic location. We assess a board’s diversity in the context of a company’s domicile, business model, and strategy. We believe boards should aspire to 30% diversity of membership and encourage

B-25

companies to have at least two directors on their board who identify as female and at least one who identifies as a member of an underrepresented group.3

 

We ask that boards disclose:

 

  The aspects of diversity that the company believes are relevant to its business and how the diversity characteristics of the board, in aggregate, are aligned with a company’s long-term strategy and business model

 

  The process by which candidates are identified and selected, including whether professional firms or other resources outside of incumbent directors’ networks have been engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations

 

  The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and/or sensitive details

 

This position is based on our view that diversity of perspective and thought in the boardroom, in the management team, and throughout the company leads to better long-term economic outcomes for companies. Academic research already reveals correlations between specific dimensions of diversity and effects on decision-making processes and outcomes.4 In our experience, greater diversity in the boardroom contributes to more robust discussions and more innovative and resilient decisions. Over time, it can also promote greater diversity and resilience in the leadership team and workforce more broadly, enabling companies to develop businesses that more closely reflect and resonate with the customers and communities they serve.

 

 

To the extent that, based on our assessment of corporate disclosures, a company has not adequately accounted for diversity in its board composition within a reasonable timeframe, we may vote against members of the nominating/governance committee for an apparent lack of commitment to board effectiveness. We recognize that building high-quality, diverse boards can take time. We will look to the largest companies (e.g., S&P 500) for continued leadership. Our publicly available commentary provides more information on our approach to board diversity.

 

Board size

 

We typically defer to the board in setting the appropriate size and believe directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may oppose boards that appear too small to allow for the necessary range of skills and experience or too large to function efficiently.

 

 

 

3 Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans.

4 For example, the role of gender diversity on team cohesion and participative communication is explored by Post, C., 2015, When is female leadership an advantage? Coordination requirements, team cohesion, and team interaction norms, Journal of Organizational Behavior, 36, 1153-1175.

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CEO and management succession planning

 

There should be a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. We expect succession planning to cover scenarios over both the long-term, consistent with the strategic direction of the company and identified leadership needs over time, as well as the short-term, in the event of an unanticipated executive departure. We encourage the company to explain its executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise.

 

Classified board of directors/staggered terms

 

We believe that directors should be re-elected annually; classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (BDC),5 in certain circumstances. We would, however, expect boards with a classified structure to periodically review the rationale for such structure and consider when annual elections might be more appropriate.

 

Without a voting mechanism to immediately address concerns about a specific director, we may choose to vote against the directors up for election at the time (see “Shareholder rights” for additional detail).

 

Contested director elections

 

The details of contested elections, or proxy contests, are assessed on a case-by-case basis. We evaluate a number of factors, which may include: the qualifications of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident’s and management’s plans; the ownership stake and holding period of the dissident; the likelihood that the dissident’s solutions will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

 

Cumulative voting

 

We believe that a majority vote standard is in the best long-term interests of shareholders. It ensures director accountability through the requirement to be elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates.

 

Director compensation and equity programs

 

We believe that compensation for directors should be structured to attract and retain directors, while also aligning their interests with those of shareholders. We believe director compensation packages that are

 

 

 

5A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies.

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based on the company’s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. In addition, we expect directors to build meaningful share ownership over time.

 

Majority vote requirements

 

BIS believes that directors should generally be elected by a majority of the shares voted and will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority vote standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a majority of votes cast. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.

 

We note that majority voting may not be appropriate in all circumstances, for example, in the context of a contested election, or for majority-controlled companies.

 

Risk oversight

 

Companies should have an established process for identifying, monitoring, and managing business and material ESG risks. Independent directors should have access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk. We encourage companies to provide transparency around risk management, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and/or shifts in the business and related risk environment. Comprehensive disclosure provides investors with a sense of the company’s long-term risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

 

Separation of chair and CEO

 

We believe that independent leadership is important in the boardroom. There are two commonly accepted structures for independent board leadership: 1) an independent chair; or 2) a lead independent director when the roles of chair and CEO are combined.

 

In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence.6

 

In the event that the board chooses a combined chair/CEO model, we generally support the designation of a lead independent director if they have the power to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. Furthermore, while we anticipate that most directors will be elected annually, we believe an

 

 

 

6 To this end, we do not view shareholder proposals asking for the separation of chair and CEO to be a proxy for other concerns we may have at the company for which a vote against directors would be more appropriate. Rather, support for such a proposal might arise in the case of overarching and sustained governance concerns such as lack of independence or failure to oversee a material risk over consecutive years.

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element of continuity is important for this role to provide appropriate leadership balance to the chair/CEO.

 

The following table illustrates examples of responsibilities under each board leadership model:

 

    Combined Chair/CEO Model   Separate Chair Model
    Chair/CEO   Lead Independent Director   Chair
    Authority to call full meetings of the board of directors   Attends full meetings of the board of directors  

Authority to call full meetings of the board of directors

 

 

Board Meetings       Authority to call meetings of
independent directors
   
        Briefs CEO on issues arising
from executive sessions
   
Agenda   Primary responsibility for shaping board agendas, consulting with the lead independent director   Collaborates with chair/CEO to set board agenda and board information   Primary responsibility for shaping board agendas, in conjunction with CEO

Board Communications

  Communicates with all directors on key issues and concerns outside of full board meetings   Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning   Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning
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Auditors and audit-related issues

 

BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s financial condition. Consistent with our approach to voting on directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company. We may vote against the audit committee members where the board has failed to facilitate quality, independent auditing. We look to public disclosures for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we expect timely disclosure and remediation of accounting irregularities.

 

The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification.

 

From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.

 

Capital structure proposals

 

Equal voting rights

 

BIS believes that shareholders should be entitled to voting rights in proportion to their economic interests. We believe that companies that look to add or that already have dual or multiple class share structures should review these structures on a regular basis, or as company circumstances change. Companies with multiple share classes should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

 

Blank check preferred stock

 

We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. We generally view the board’s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote.

 

Nonetheless, we may support the proposal where the company:

 

  Appears to have a legitimate financing motive for requesting blank check authority

 

  Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes

 

  Has a history of using blank check preferred stock for financings

 

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  Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility

 

Increase in authorized common shares

 

BIS will evaluate requests to increase authorized shares on a case-by-case basis, in conjunction with industry-specific norms and potential dilution, as well as a company’s history with respect to the use of its common shares.

 

Increase or issuance of preferred stock

 

We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and where the terms of the preferred stock appear reasonable.

 

Stock splits

 

We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). In the event of a proposal for a reverse split that would not proportionately reduce the company’s authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.

 

Mergers, acquisitions, asset sales, and other special transactions

 

In assessing mergers, acquisitions, asset sales, or other special transactions – including business combinations involving Special Purpose Acquisition Companies (“SPACs”) – BIS’ primary consideration is the long-term economic interests of our clients as shareholders. We expect boards proposing a transaction to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. While mergers, acquisitions, asset sales, business combinations, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as:

 

  The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply

 

  There should be clear strategic, operational, and/or financial rationale for the combination

 

  Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and/or board members’ financial interests appear likely to affect their ability to place shareholders’ interests before their own

 

  We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions

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Poison pill plans

 

Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we have historically opposed most plans, we may support plans that include a reasonable “qualifying offer clause.” Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders.

 

We generally vote in favor of shareholder proposals to rescind poison pills.

 

Reimbursement of expense for successful shareholder campaigns

 

We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. We believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.

 

Executive compensation

 

BIS expects a company’s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly the generation of sustainable long-term value.

 

We expect the compensation committee to carefully consider the specific circumstances of the company and the key individuals the board is focused on incentivizing. We encourage companies to ensure that their compensation plans incorporate appropriate and rigorous performance metrics consistent with corporate strategy and market practice. Performance-based compensation should include metrics that are relevant to the business and stated strategy or risk mitigation efforts. Goals, and the processes used to set these goals, should be clearly articulated and appropriately rigorous. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee, or equivalent board members, accountable for poor compensation practices or structures.

 

BIS believes that there should be a clear link between variable pay and company performance that drives value creation for our clients as shareholders. We are generally not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has been used by the compensation committee, we expect disclosure relating to how and why the discretion was used and further, how the adjusted outcome is aligned with the interests of shareholders.

 

We acknowledge that the use of peer group evaluation by compensation committees can help calibrate competitive pay; however, we are concerned when the rationale for increases in total compensation is solely based on peer benchmarking, rather than absolute outperformance.

 

We support incentive plans that foster the sustainable achievement of results – both financial and nonfinancial, including ESG – consistent with the company’s strategic initiatives. The vesting and holding timeframes associated with incentive plans should facilitate a focus on long-term value creation. Compensation committees should guard against contractual arrangements that would entitle executives

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to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practices. Our publicly available commentary provides more information on our approach to executive compensation.

 

“Say on Pay” advisory resolutions

 

In cases where there is a “Say on Pay” vote, BIS will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. Where we conclude that a company has failed to align pay with performance, we will vote against the management compensation proposal and relevant compensation committee members.

 

Frequency of “Say on Pay” advisory resolutions

 

BIS will generally support annual advisory votes on executive compensation. We believe shareholders should have the opportunity to express feedback on annual incentive programs and changes to long-term compensation before multiple cycles are issued.

 

Clawback proposals

 

We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. We also favor recoupment from any senior executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or resulted in a criminal proceeding, even if such actions did not ultimately result in a material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the company already has a robust clawback policy that sufficiently addresses our concerns.

 

Employee stock purchase plans

 

We believe employee stock purchase plans (“ESPP”) are an important part of a company’s overall human capital management strategy and can provide performance incentives to help align employees’ interests with those of shareholders. The most common form of ESPP qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. We will typically support qualified ESPP proposals.

 

Equity compensation plans

 

BIS supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We believe that boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests (e.g., the use of stock as collateral for a loan; the use of stock in a margin account; the use of stock in hedging or derivative transactions). We may support shareholder proposals requesting the establishment of such policies.

 

Our evaluation of equity compensation plans is based on a company’s executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain “evergreen” provisions, which allow for the unlimited increase of shares reserved without requiring further shareholder approval after a reasonable time period. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require

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the termination of the covered employee before acceleration or special payments are triggered (commonly referred to as “double trigger” change of control provisions).

 

Golden parachutes

 

We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential pay-out under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company.

 

When determining whether to support or oppose an advisory vote on a golden parachute plan, BIS may consider several factors, including:

 

  Whether we believe that the triggering event is in the best interests of shareholders

 

  Whether management attempted to maximize shareholder value in the triggering event

 

  The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment

 

  Whether excessively large excise tax gross-up payments are part of the pay-out

 

  Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers

 

  Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company

 

It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BIS may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented.

 

We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval.

 

Option exchanges

 

We believe that there may be legitimate instances where underwater options create an overhang on a company’s capital structure and a repricing or option exchange may be warranted. We will evaluate these instances on a case-by-case basis. BIS may support a request to reprice or exchange underwater options under the following circumstances:

 

  The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance

 

  Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated

 

  There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems

 

BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders.

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Supplemental executive retirement plans

 

BIS may support shareholder proposals requesting to put extraordinary benefits contained in supplemental executive retirement plans (“SERP”) to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

 

Environmental and social issues

 

We believe that well-managed companies deal effectively with material ESG factors relevant to their businesses. Governance is the core means by which boards can oversee the creation of sustainable long-term value. Appropriate risk oversight of environmental and social (“E&S”) considerations stems from this construct.

 

Robust disclosure is essential for investors to effectively gauge the impact of companies’ business practices and strategic planning related to E&S risks and opportunities. When a company’s reporting is inadequate, investors, including BlackRock, will increasingly conclude that the company is not appropriately managing risk. Given the increased understanding of material sustainability risks and opportunities, and the need for better information to assess them, BIS will advocate for continued improvement in companies’ reporting and will express concerns through our voting where disclosures or the business practices underlying them are inadequate.

 

BIS encourages companies to disclose their approach to maintaining a sustainable business model. We believe that reporting aligned with the framework developed by the Task Force on Climate-related Financial Disclosures (TCFD), supported by industry-specific metrics such as those identified by the Sustainability Accounting Standards Board (SASB), can provide a comprehensive picture of a company’s sustainability approach and performance. While the TCFD framework was developed to support climate-related risk disclosure, the four pillars of the TCFD Governance, Strategy, Risk Management, and Metrics and Targets are a useful way for companies to disclose how they identify, assess, manage, and oversee a variety of sustainability-related risks and opportunities. SASB’s industry-specific guidance (as identified in its materiality map) is beneficial in helping companies identify key performance indicators (KPIs) across various dimensions of sustainability that are considered to be financially material and decision-useful within their industry. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. In such cases, we ask that companies highlight the metrics that are industry- or company-specific.

 

Accordingly, we ask companies to:

 

       Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD

 

       Publish investor-relevant, industry-specific, material metrics and rigorous targets, aligned with SASB or comparable sustainability reporting standards

 

Companies should also disclose any supranational standards adopted, the industry initiatives in which they participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and responsible business conduct.

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Climate risk

 

BlackRock believes that climate change has become a defining factor in companies’ long-term prospects. We ask every company to help its investors understand how it may be impacted by climate-related risk and opportunities, and how these factors are considered within strategy in a manner consistent with the company’s business model and sector. Specifically, we ask companies to articulate how their business model is aligned to a scenario in which global warming is limited to well below 2°C, moving towards global net zero emissions by 2050.

 

BIS understands that climate change can be very challenging for many companies, as they seek to drive long-term value by mitigating risks and capturing opportunities. A growing number of companies, financial institutions, as well as governments, have committed to advancing net zero. There is growing consensus that companies can benefit from the more favorable macro-economic environment under an orderly, timely, and just transition to net zero.7 Many companies are asking what their role should be in contributing to a just transition – in ensuring a reliable energy supply and protecting the most vulnerable from energy price shocks and economic dislocation. They are also seeking more clarity as to the public policy path that will help align greenhouse gas reduction actions with commitments.

 

In this context, we ask companies to disclose a business plan for how they intend to deliver long-term financial performance through the transition to global net zero, consistent with their business model and sector. We encourage companies to demonstrate that their plans are resilient under likely decarbonization pathways, and the global aspiration to limit warming to 1.5°C.8 We also encourage companies to disclose how considerations related to having a reliable energy supply and just transition affect their plans.

 

We look to companies to set short-, medium-, and long-term science-based targets, where available for their sector, for greenhouse gas reductions and to demonstrate how their targets are consistent with the long-term economic interests of their shareholders. Companies have an opportunity to use and contribute to the development of alternative energy sources and low-carbon transition technologies that will be essential to reaching net zero. We also recognize that some continued investment is required to maintain a reliable, affordable supply of fossil fuels during the transition. We ask companies to disclose how their capital allocation across alternatives, transition technologies, and fossil fuel production is consistent with their strategy and their emissions reduction targets.

 

In determining how to vote, we will continue to assess whether a company’s disclosures are aligned with the TCFD and provide short-, medium-, and long-term reduction targets for Scope 1 and 2 emissions. We may signal concerns about a company’s plans or disclosures in our voting on director elections, particularly at companies facing material climate risks. We may support shareholder proposals that ask

 

 

 

7 For example, BlackRock’s Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes.

8 The global aspiration is reflective of aggregated efforts; companies in developed and emerging markets are not equally equipped to transition their business and reduce emissions at the same rate—those in developed markets with the largest market capitalization are better positioned to adapt their business models at an accelerated pace. Government policy and regional targets may be reflective of these realities.

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companies to disclose climate plans aligned with our expectations. Our publicly available commentary provides more information on our approach to climate risk.

 

Key stakeholder interests

 

We believe that in order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. While stakeholder groups may vary across industries, they are likely to include employees; business partners (such as suppliers and distributors); clients and consumers; government and regulators; and the communities in which a company operates. Companies that build strong relationships with their key stakeholders are more likely to meet their own strategic objectives, while poor relationships may create adverse impacts that expose a company to legal, regulatory, operational, and reputational risks and jeopardize their social license to operate. We expect companies to effectively oversee and mitigate these risks with appropriate due diligence processes and board oversight. Our publicly available commentaries provide more information on our approach.

 

Human capital management

 

A company’s approach to human capital management (“HCM”) is a critical factor in fostering an inclusive, diverse, and engaged workforce, which contributes to business continuity, innovation, and long-term value creation. Consequently, we expect companies to demonstrate a robust approach to HCM and provide shareholders with disclosures to understand how their approach aligns with their stated strategy and business model.

 

We believe that clear and consistent disclosures on these matters are critical for investors to make an informed assessment of a company’s HCM practices. We expect companies to disclose the steps they are taking to advance diversity, equity, and inclusion; job categories and workforce demographics; and their responses to the U.S. Equal Employment Opportunity Commission’s EEO-1 Survey. Where we believe a company’s disclosures or practices fall short relative to the market or peers, or we are unable to ascertain the board and management’s effectiveness in overseeing related risks and opportunities, we may vote against members of the appropriate committee or support relevant shareholder proposals. Our publicly available commentary provides more information on our approach to HCM.

 

Corporate political activities

 

Companies may engage in certain political activities, within legal and regulatory limits, in order to support public policy matters material to the companies’ long-term strategies. These activities can also create risks, including: the potential for allegations of corruption; certain reputational risks; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political spending and lobbying activity. Companies that engage in political activities should develop and maintain robust processes to guide these activities and mitigate risks, including board oversight.

 

When presented with shareholder proposals requesting increased disclosure on corporate political activities, BIS will evaluate publicly available information to consider how a company’s lobbying and political activities may impact the company. We will also evaluate whether there is general consistency between a company’s stated positions on policy matters material to its strategy and the material positions taken by significant industry groups of which it is a member. We may decide to support a shareholder proposal requesting additional disclosures if we identify a material inconsistency or feel that further transparency may clarify how the company’s political activities support its long-term strategy. Our publicly available commentary provides more information on our approach to corporate political activities.

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General corporate governance matters

 

Adjourn meeting to solicit additional votes

 

We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders’ best long-term economic interests.

 

Bundled proposals

 

We believe that shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BIS may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.

 

Exclusive forum provisions

 

BIS generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the independent chair or lead independent director and members of the nominating/governance committee.

 

Multi-jurisdictional companies

 

Where a company is listed on multiple exchanges or incorporated in a country different from its primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the company’s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company’s primary listing, the market standards by which the company governs itself, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. We expect companies to disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, particularly where there is conflict between relevant market governance practices.

 

Other business

 

We oppose voting on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.

 

Reincorporation

 

Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections, legal advantages, and/or cost savings. We will evaluate, on a case-by-case basis, the economic and strategic rationale behind the company’s proposal to reincorporate. In all instances, we will evaluate the changes to shareholder protections under the new charter/articles/bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights.

 

IPO governance

 

We expect boards to consider and disclose how the corporate governance structures adopted upon initial public offering (“IPO”) are in shareholders’ best long-term interests. We also expect boards to conduct a

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regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. In our letter on unequal voting structures, we articulate our view that “one vote for one share” is the preferred structure for publicly-traded companies. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, we believe that these structures should have a specific and limited duration. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we believe that such arrangements may not be in the best interest of shareholders in the long-term.

 

We will typically apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, responsibilities on other public company boards and board composition concerns), during which we expect boards to take steps to bring corporate governance standards in line with our expectations.

 

Further, if a company qualifies as an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. We expect an EGC to have a totally independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO.

 

Corporate form

 

Proposals to change a corporation’s form, including those to convert to a public benefit corporation (“PBC”) structure, should clearly articulate how the interests of shareholders and different stakeholders would be augmented or adversely affected, as well as the accountability and voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis indicates that shareholders’ interests are adequately protected. Corporate form shareholder proposals are evaluated on a case-by-case basis.

 

Shareholder protections

 

Amendment to charter/articles/bylaws

 

We believe that shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms and amendments to the charter/articles/bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see “Director elections”). In cases where a board’s unilateral adoption of changes to the charter/articles/bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the company’s corporate governance structure.

 

When voting on a management or shareholder proposal to make changes to the charter/articles/bylaws, we will consider in part the company’s and/or proponent’s publicly stated rationale for the changes; the company’s governance profile and history; relevant jurisdictional laws; and situational or contextual circumstances which may have motivated the proposed changes, among other factors. We will typically support amendments to the charter/articles/bylaws where the benefits to shareholders outweigh the costs of failing to make such changes.

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Proxy access

 

We believe that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company’s proxy card.

 

In our view, securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders’ ability to meaningfully participate in the director election process, encourage board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board.

 

In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company’s outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds.

 

Right to act by written consent

 

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that we believe offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

 

Right to call a special meeting

 

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. Accordingly, shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder, or where a lower threshold may lead to an ineffective use of corporate resources. We generally believe that a right to act via written consent is not a sufficient alternative to the right to call a special meeting.

 

Simple majority voting

 

We generally favor a simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interests is improved. Nonetheless, in situations where

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there is a substantial or dominant shareholder, supermajority voting may be protective of minority shareholder interests and we may support supermajority voting requirements in those situations.

 

Virtual meetings

 

Shareholders should have the opportunity to participate in the annual and special meetings for the companies in which they are invested, as these meetings facilitate an opportunity for shareholders to provide feedback and hear from the board and management. While these meetings have traditionally been conducted in-person, virtual meetings are an increasingly viable way for companies to utilize technology to facilitate shareholder accessibility, inclusiveness, and cost efficiencies. We expect shareholders to have a meaningful opportunity to participate in the meeting and interact with the board and management in these virtual settings; companies should facilitate open dialogue and allow shareholders to voice concerns and provide feedback without undue censorship. Relevant shareholder proposals are assessed on a case-by-case basis.

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Want to know more?

 

blackrock.com/stewardship  | contactstewardship@blackrock.com

 

This document is provided for information and educational purposes only. Investing involves risk, including the loss of principal.

 

Prepared by BlackRock, Inc.

 

©2022 BlackRock, Inc. All rights reserved. BLACKROCK is a trademark of BlackRock, Inc., or its subsidiaries in the United States and elsewhere. All other trademarks are those of their respective owners.

 

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Brandywine Global Investment Management, LLC
Proxy Voting

 

I. Client Accounts for which Brandywine Global Votes Proxies

 

Brandywine Global shall vote proxies for each client account for which the client:

 

A. has specifically authorized Brandywine Global to vote proxies in the applicable investment management agreement or other written instrument; or

 

B. without specifically authorizing Brandywine Global to vote proxies, has granted general investment discretion to Brandywine Global in the applicable investment management agreement.

 

Also, Brandywine Global shall vote proxies for any employee benefit plan client subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), unless the investment management agreement specifically reserves the responsibility for voting proxies to the plan trustees or other named fiduciary.

 

At or prior to inception of each client account, Brandywine Global shall determine whether it has proxy voting authority over such account.

 

II. General Principles

 

In exercising discretion to vote proxies for securities held in client accounts, Brandywine Global is guided by general fiduciary principles. Brandywine Global’s goal in voting proxies is to act prudently and solely in the best economic interest of its clients for which it is voting proxies. In furtherance of such goal, Brandywine Global will vote proxies in a manner that Brandywine Global believes will be consistent with efforts to maximize shareholder values.

 

Brandywine Global does not exercise its proxy voting discretion to further policy, political or other issues that have no connection to enhancing the economic value of the client’s investment, but will consider environmental, social, and governance issues that may impact the value of the investment, either through introducing opportunity or by creating risk to the value.

 

III. How Brandywine Global Votes Proxies

 

Appendix A sets forth general guidelines considered by Brandywine Global and its portfolio management teams in voting common proxy items.

 

In the case of a proxy issue for which there is a stated position set forth in Appendix A, Brandywine Global generally votes in accordance with the stated position. In the case of a proxy issue for which there is a list of factors set forth in Appendix A that Brandywine Global considers in voting on such issue, Brandywine Global considers those factors and votes on a case-by-case basis in accordance with the general principles described in Section II. In the case of a proxy issue for which there is no stated position or list of factors set forth in Appendix A that Brandywine Global considers in voting on such

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issue, Brandywine Global votes on a case-by-case basis in accordance with the general principles described in Section II.

 

The general guidelines set forth in Appendix A are not binding on Brandywine Global and its portfolio management teams, but rather are intended to provide an analytical framework for the review and assessment of common proxy issues. Such guidelines can always be superseded by a portfolio management team based on the team’s assessment of the proxy issue and determination that a vote that is contrary to such general guidelines is in the best economic interests of the client accounts for which the team is responsible. Different portfolio management teams may vote differently on the same issue based on their respective assessments of the proxy issue and determinations as to what is in the best economic interests of client accounts for which they are responsible.

 

In the case of Taft-Hartley clients, Brandywine Global will comply with a client direction to vote proxies in accordance with Glass Lewis & Co. PVS Proxy Voting Guidelines, which Glass Lewis & Co. represents to be fully consistent with AFL-CIO guidelines.

 

IV. Use of an Independent Proxy Service Firm

 

Brandywine Global may contract with an independent proxy service firm to provide Brandywine Global with information and/or recommendations with regard to proxy votes. Any such information and/or recommendations will be made available to Brandywine Global’s portfolio management teams, but Brandywine Global and its portfolio management teams are not required to follow any recommendation furnished by such service provider. The use of an independent proxy service firm to provide proxy voting information and/or recommendations does not relieve Brandywine Global of its responsibility for any proxy votes.

 

With respect to any independent proxy service firm engaged by Brandywine Global to provide Brandywine Global with information and/or recommendations with regard to proxy votes, Brandywine Global’s Proxy Administrator shall periodically review and assess such firm’s policies, procedures and practices including those with respect to the disclosure and handling of conflicts of interest.

 

V. Conflict of Interest Procedures

 

In furtherance of Brandywine Global’s goal to vote proxies in the best interests of clients, Brandywine Global follows procedures designed to identify and address material conflicts that may arise between the interests of Brandywine Global and its employees and those of its clients before voting proxies on behalf of such clients. Conflicts of interest may arise both at the firm level and as a result of an employee’s personal relationships or circumstances.

 

A. Procedures for Identifying Conflicts of Interest

 

Brandywine Global relies on the procedures set forth below to seek to identify conflicts of interest with respect to proxy voting.

 

1.                   Brandywine Global’s Compliance Department annually requires each Brandywine Global employee to complete a questionnaire designed to elicit

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information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients.

 

2.                   Brandywine Global treats client and wrap sponsor relationships as creating a material conflict of interest for Brandywine Global in voting proxies with respect to securities issued by such client or its known affiliates.

 

3.                   As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Franklin Resources business unit and an issuer (e.g., investment management relationship between an issuer and a non-Brandywine Global Franklin Resources-owned asset manager) do not present a conflict of interest for Brandywine Global in voting proxies with respect to such issuer because Brandywine Global operates as an independent business unit from other Franklin Resources business units and because of the existence of informational barriers between Brandywine Global and certain other Franklin Resources business units.

 

B. Procedures for Assessing Materiality of Conflicts of Interest

 

1.                   All potential conflicts of interest identified pursuant to the procedures outlined in Section V.A.1. must be brought to the attention of the Investment Committee for resolution.

 

2.                   The Investment Committee shall determine whether a conflict of interest is material. A conflict of interest shall be considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, Brandywine Global’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. A written record of all materiality determinations made by the Investment Committee shall be maintained.

 

3.                   If it is determined by the Investment Committee that a conflict of interest is not material, Brandywine Global may vote proxies following normal processes notwithstanding the existence of the conflict.

 

C. Procedures for Addressing Material Conflicts of Interest

 

1.                   With the exception of those material conflicts identified in A.2. which will be voted in accordance with paragraph C.1.b., if it is determined by the Investment Committee that a conflict of interest is material, the Investment Committee shall determine an appropriate method or combination of methods to resolve such conflict of interest before the proxy affected by the conflict of interest is voted by Brandywine Global. Such determination shall be based on the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc. Such methods may include:

 

  a. confirming that the proxy will be voted in accordance with a stated position or positions set forth in Appendix A;
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  b. confirming that the proxy will be voted in accordance with the recommendations of an independent proxy service firm retained by Brandywine Global;
     
  c. in the case of a conflict of interest resulting from a particular employee’s personal relationships or circumstances, removing such employee from the decision-making process with respect to such proxy vote;
     
  d. disclosing the conflict to clients and obtaining their consent before voting;
     
  e. suggesting to clients that they engage another party to vote the proxy on their behalf; or
     
  f. such other method as is deemed appropriate given the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc.

 

2.                   A written record of the method used to resolve a material conflict of interest shall be maintained.

 

VI. Other Considerations

 

In certain situations, Brandywine Global may decide not to vote proxies on behalf of a client account for which it has discretionary voting authority because Brandywine Global believes that the expected benefit to the client account of voting shares is outweighed by countervailing considerations (excluding the existence of a potential conflict of interest). Examples of situations in which Brandywine Global may determine not to vote proxies are set forth below.

 

A. Share Blocking

 

Proxy voting in certain countries requires “share blocking.” This means that shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (e.g. one week) with a designated depositary. During the blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to client accounts by the designated depositary. In deciding whether to vote shares subject to share blocking, Brandywine Global will consider and weigh, based on the particular facts and circumstances, the expected benefit to client accounts of voting in relation to the potential detriment to clients of not being able to sell such shares during the applicable period.

 

B. Securities on Loan

 

Certain clients of Brandywine Global, such as an institutional client or a registered investment company for which Brandywine Global acts as a sub-adviser, may engage in securities lending with respect to the securities in their accounts. Brandywine Global typically does not direct or oversee such

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securities lending activities. To the extent feasible and practical under the circumstances, Brandywine Global may request that the client recall shares that are on loan so that such shares can be voted if Brandywine Global believes that the expected benefit to the client of voting such shares outweighs the detriment to the client of recalling such shares (e.g., foregone income). The ability to timely recall shares for proxy voting purposes typically is not entirely within the control of Brandywine Global and requires the cooperation of the client and its other service providers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates and administrative considerations.

 

VII. Proxy Voting-Related Disclosures

 

A. Proxy Voting Independence and Intent

 

Brandywine Global exercises its proxy voting authority independently of other Franklin Resources-owned asset managers. Brandywine Global and its employees shall not consult with or enter into any formal or informal agreements with Brandywine Global’s ultimate parent, Franklin Resources, Inc., any other Franklin Resources business unit, or any of their respective officers, directors or employees, regarding the voting of any securities by Brandywine Global on behalf of its clients.

 

Brandywine Global and its employees must not disclose to any person outside of Brandywine Global, including without limitation another investment management firm (affiliated or unaffiliated) or the issuer of securities that are the subject of the proxy vote, how Brandywine Global intends to vote a proxy without prior approval from Brandywine Global’s Chief Compliance Officer.

 

If a Brandywine Global employee receives a request to disclose Brandywine Global’s proxy voting intentions to, or is otherwise contacted by, another person outside of Brandywine Global (including an employee of another Franklin Resources business unit) in connection with an upcoming proxy voting matter, the employee should immediately notify Brandywine Global’s Chief Compliance Officer.

 

If a Brandywine Global portfolio manager wants to take a public stance with regards to a proxy, the portfolio manager must consult with and obtain the approval of Brandywine Global’s Chief Compliance Officer before making or issuing a public statement.

 

B. Disclosure of Proxy Votes and Policy and Procedures

 

Upon Brandywine Global’s receipt of any oral or written client request for information on how Brandywine Global voted proxies for that client’s account, Brandywine Global must promptly provide the client with such requested information in writing.

 

Brandywine Global must deliver to each client, for which it has proxy voting authority, no later than the time it accepts such authority, a written summary of this Proxy Voting policy and procedures. This summary must include information on how clients may obtain information about how Brandywine Global has voted proxies for their accounts and must also state that a copy of Brandywine Global’s Proxy Voting policy and procedures is available upon request.

 

Brandywine Global must create and maintain a record of each written client request for proxy voting information. Such record must be created promptly after receipt of the request and must include the

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date the request was received, the content of the request, and the date of Brandywine Global’s response. Brandywine Global must also maintain copies of written client requests and copies of all responses to such requests.

 

C. Delegation of Duties

 

Brandywine Global may delegate to non-investment personnel the responsibility to vote proxies in accordance with the guidelines set forth in Appendix A. Such delegation of duties will only be made to employees deemed to be reasonably capable of performing this function in a satisfactory manner.

 

VIII. Shareholder Activism and Certain Non-Proxy Voting Matters

 

In no event shall Brandywine Global’s possession of proxy voting authority obligate it to undertake any shareholder activism on behalf of a client. Brandywine Global may undertake such activism in connection with a proxy or otherwise if and to the extent that Brandywine Global determines that doing so is consistent with applicable general fiduciary principles, provided Brandywine Global has first obtained its Chief Compliance Officer’s approval of the proposed activism.

 

Absent a specific contrary written agreement with a client, Brandywine Global does not (1) render any advice to, or take any action on behalf of, clients with respect to any legal proceedings, including bankruptcies and shareholder litigation, to which any securities or other investments held in client account, or the issuers thereof, become subject, or (2) initiate or pursue legal proceedings, including without limitation shareholder litigation, on behalf of clients with respect to transactions or securities or other investments held in client accounts, or the issuers thereof. Except as otherwise agreed to in writing with a particular client, the right to take any action with respect to any legal proceeding, including without limitation bankruptcies and shareholder litigation, and the right to initiate or pursue any legal proceedings, including without limitation shareholder litigation, with respect to transactions or securities or other investments held in a client account is expressly reserved to the client.

 

IX. Recordkeeping

 

In addition to all other records required by this Policy and Procedures, Brandywine Global shall maintain the following records relating to proxy voting:

 

A. a copy of this Policy and Procedures, including any and all amendments that may be adopted;

 

B. a copy of each proxy statement that Brandywine Global receives regarding client securities;

 

C. a record of each vote cast by Brandywine Global on behalf of a client;

 

D. documentation relating to the identification and resolution of conflicts of interest;

 

E. any documents created by Brandywine Global that were material to a proxy voting
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decision or that memorialized the basis for that decision;

 

F. a copy of each written client request for information on how Brandywine Global voted proxies on behalf of the client, and a copy of any written response by Brandywine Global to any (written or oral) client request for information on how Brandywine Global voted proxies on behalf of the requesting client; and

 

G. records showing whether or not Brandywine Global has proxy voting authority for each client account.

 

All required records shall be maintained and preserved in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of Brandywine Global. Brandywine Global also shall maintain a copy of any proxy voting policies and procedures that were in effect at any time within the last five years.

 

To the extent that Brandywine Global is authorized to vote proxies for a United States registered investment company, Brandywine Global shall maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.

 

In lieu of keeping copies of proxy statements, Brandywine Global may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements if the third party provides an undertaking to provide copies of such proxy statements promptly upon request. Brandywine Global may rely on a third party to make and retain, on Brandywine Global’s behalf, records of votes cast by Brandywine Global on behalf of clients if the third party provides an undertaking to provide a copy of such records promptly upon request.

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Appendix A

Proxy Voting Guidelines

 

Brandywine Global Diversified Portfolio Management Team

Proxy Voting Guidelines

 

Below are proxy voting guidelines that Brandywine Global’s Diversified Portfolio Management Team generally follows when voting proxies for securities held in client accounts. The Team may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the Team’s duty to act solely in the best interest of their client accounts holding the applicable security.

 

I. Compensation

 

A. We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive. We may consider current and past stock option grants in determining whether the cumulative dilution is excessive.

 

B. We vote for employee stock purchase programs. Normally, these programs allow all employees to purchase company stock at a price equal to 85% of current market price. Usually, we will still vote for these employee programs even if we vote against a non-employee or executive-only stock purchase program because of excessive dilution.

 

C. We vote for compensation plans that are tied to the company achieving set profitability hurdles. Plans are structured this way to comply with IRS laws allowing for deductibility of management compensation exceeding $1 million.

 

D. We vote against attempts to re-price options. Also, we vote against the re-election of incumbent Directors in the event of such a re-pricing proposal.

 

E. We vote against attempts to increase incentive stock options available for issuance when the shares underlying such options would exceed 10% of the company’s outstanding shares.

 

F. We vote against stock option plans allowing for stock options with exercise prices less than 100% of the stock’s price at the time of the option grant.

 

G. We vote against stock option plans allowing for very large allocations to a single individual because we generally believe that stock option plans should provide for widespread employee participation.

 

H. We vote against proposals to authorize or approve loans to company executives or Board members for personal reasons or for the purpose of enabling such persons to purchase company shares.
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II. Governance

 

A. We vote for proposals to separate the Chief Executive Officer and Chairman of the Board positions.

 

B. We vote against “catch-all” authorizations permitting proxy holders to conduct unspecified business that arises during shareholder meetings.

 

III. Anti-Takeover

 

We vote against anti-takeover measures, including without limitation:

 

A. Staggered Boards of Directors (for example, where 1/3 of a company’s Board is elected each year rather than the entire Board each year).

 

B. Super-Majority Voting Measures (for example, requiring a greater than 50% vote to approve takeovers or make certain changes).

 

C. Poison Pills, which are special stock rights that go into effect upon a takeover offer or an outsider acquiring more than a specified percentage of a company’s outstanding shares.

 

IV. Capital Structure

 

We vote against attempts to increase authorized shares by more than twice the number of outstanding shares unless there is a specific purpose for such increase given, such as a pending stock split or a corporate purchase using shares, and we determine that increasing authorized shares for such purpose is appropriate. Generally, we believe it is better to use shares to pay for acquisitions when they are trading at higher values than when they are trading at or near historical lows. The dilution effect is less.

 

V. Business Management

 

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.

 

Brandywine Global Fundamental Equities Portfolio Management Team

Proxy Voting Guidelines

 

Below are proxy voting guidelines that Brandywine Global’s Fundamental Equities Portfolio Management Team generally follows when voting proxies for securities held in client accounts. The Team may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the Team’s duty to act solely in the best interest of their client accounts

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holding the applicable security.

 

I. Compensation

 

A. We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive.

 

B. We vote for employee stock purchase programs. Normally, these programs allow all employees to purchase company stock at a price equal to 85% of current market price. Usually, we will still vote for these employee programs even if we vote against a non-employee or executive-only stock purchase program because of excessive dilution.

 

C. We vote for measures that give shareholders a vote on executive compensation.

 

D. We vote for compensation plans that are tied to the company achieving set profitability hurdles. This is to comply with IRS laws to allow for deductibility of management compensation exceeding $1 million.

 

E. We vote against any attempt to re-price options. Also, we vote against the re- election of incumbent Directors in the event of such a re-pricing proposal.

 

F. We vote against attempts to increase incentive stock options when we determine they are excessive, either in total or for one individual.

 

G. We vote against stock option plans allowing for stock options with exercise prices less than 100% of the stock’s price at the time of the option grant.

 

II. Governance

 

A. We vote for cumulative shareholder voting.

 

B. We vote against “catch-all” authorizations permitting proxy holders to conduct unspecified business that arises during shareholder meetings.

 

C. We vote against related-party transactions involving directors, senior members of company management or other company insiders.

 

III. Anti-Takeover

 

We vote against anti-takeover measures:

 

A. Staggered Boards of Directors (for example, where 1/3 of a company’s Board is elected each year rather than the entire Board each year).

 

B. Super-Majority Voting Measures (for example, requiring a greater than 50% vote to approve takeovers or make certain changes).

 

C. Poison Pills, which are special stock rights that go into effect upon a takeover offer or an
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outsider acquiring more than a specified percentage of a company’s outstanding shares.

 

D. Change-of-Control Contracts, which grant benefits to company personnel (typically members of senior company management) in the event the company is acquired or is otherwise subject to a change of control.

 

IV. Capital Structure

 

We vote against attempts to increase authorized shares by more than twice the number of outstanding shares unless there is a specific purpose for such increase given, such as a pending stock split or a corporate purchase using shares, and we determine that increasing authorized shares for such purpose is appropriate. Generally, we believe it is better to use shares to pay for acquisitions when they are trading at higher values than when they are trading at or near historical lows. The dilution effect is less.

 

V. Business Management

 

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly, it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles

 

Brandywine Global Fixed Income Portfolio Management Team

Proxy Voting Guidelines

 

Below are proxy voting guidelines that Brandywine Global Fixed Income Portfolio Management Team generally follows when voting proxies for securities held in client accounts. The Team may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the Team’s duty to act solely in the best interest of their client accounts holding the applicable security.

 

I. Compensation

 

A. We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive.

 

B. We vote for employee stock purchase programs. Normally, these programs allow all employees to purchase company stock at a price equal to 85% of current market price. Usually, we will still vote for these employee programs even if we vote against a non-employee or executive-only stock purchase program because of excessive dilution.

 

C. We vote for measures that give shareholders a vote on executive compensation.

 

D. We vote for compensation plans that are tied to the company achieving set profitability
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hurdles. This is to comply with IRS laws to allow for deductibility of management compensation exceeding $1 million.

 

E. We vote against any attempt to re-price options. Also, we vote against the re-election of incumbent Directors in the event of such a re-pricing proposal.

 

F. We vote against attempts to increase incentive stock options when we determine they are excessive, either in total or for one individual.

 

G. We vote against stock option plans allowing for stock options with exercise prices less than 100% of the stock’s price at the time of the option grant.

 

II. Governance

 

A. We vote for cumulative shareholder voting.

 

B. We vote against “catch-all” authorizations permitting proxy holders to conduct unspecified business that arises during shareholder meetings.

 

III. Anti-Takeover

 

We vote against anti-takeover measures, including without limitation:

 

A. Staggered Boards of Directors (for example, where 1/3 of a company’s Board is elected each year rather than the entire Board each year).

 

B. Super-Majority Voting Measures (for example, requiring a greater than 50% vote to approve takeovers or make certain changes).

 

C. Poison Pills, which are special stock rights that go into effect upon a takeover offer or an outsider acquiring more than a specified percentage of a company’s outstanding shares.

 

IV. Capital Structure

 

We vote against attempts to increase authorized shares by more than twice the number of outstanding shares unless there is a specific purpose for such increase given, such as a pending stock split or a corporate purchase using shares, and we determine that increasing authorized shares for such purpose is appropriate. Generally, we believe it is better to use shares to pay for acquisitions when they are trading at higher values than when they are trading at or near historical lows. The dilution effect is less.

 

V. Business Management

 

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.

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Colchester Global Investors Limited Proxy Voting Policy

 

October 2021

 

Typically, sovereign bond investors may only vote in the event there is a sovereign default related to their bond holdings. In such cases, bond investors may have the opportunity to vote on the terms of a restructuring. As disclosed in its website, Colchester Global Investors Limited (“Colchester”) invests primarily in sovereign bonds and eschews corporate credit. It does not invest in equity. As a result, situations in which a client’s portfolio holdings may present an opportunity to vote are expected to be rare. In the unlikely event a voting opportunity arises, Colchester will determine, in its discretion and in the best interests of its client, how and whether to vote on behalf of the portfolio. Sometimes, Colchester may not be able to vote because the client’s custodian does not provide a voting service in a given market, or Colchester does not receive voting materials in sufficient time, or for other reasons beyond Colchester’s control. Colchester may also choose not to vote if it is considering liquidating a position, or for any other reason if it considers voting would be inappropriate. In all cases, Colchester’s Compliance department will be consulted in advance of any decision to vote, to ensure that all relevant laws and regulations are complied with.

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Delaware Investments Fund Advisers

 

Summary of Proxy Voting Policies and Procedures

 

(April 2022)

 

If and when proxies need to be voted on behalf of the Fund, Delaware Investments Fund Advisers (the “Adviser”) will vote such proxies pursuant to its Proxy Voting Policies and Procedures (the “Procedures”). The Adviser has established a Proxy Voting Committee (the “Committee”) which is responsible for overseeing the Adviser’s proxy voting process for the Fund. One of the main responsibilities of the Committee is to review and approve the Procedures to ensure that the Procedures are designed to allow the Adviser to vote proxies in a manner consistent with the goal of voting in the best interests of the Fund. In order to facilitate the actual process of voting proxies, the Adviser has contracted with Institutional Shareholder Services (“ISS”) to analyze proxy statements on behalf of the Fund and other Adviser clients and provide Adviser with research recommendations on upcoming proxy votes in accordance with the Procedures. The Committee is responsible for overseeing ISS’s proxy voting activities. If a proxy has been voted for the Fund, ISS will create a record of the vote.

 

When determining whether to invest in a particular company, one of the factors Adviser may consider is the quality and depth of the company’s management. As a result, Adviser believes that recommendations of management on any issue (particularly routine issues) should be given a fair amount of weight in determining how proxy issues should be voted. Thus, on many issues, Adviser’s votes are cast in accordance with the recommendations of the company’s management. However, Adviser may vote against management’s position when it runs counter to Adviser’s specific Proxy Voting Guidelines (the “Guidelines”), and Adviser will also vote against management’s recommendation when Adviser believes such position is not in the best interests of the Fund.

 

As stated above, the Procedures also list specific Guidelines on how to vote proxies on behalf of the Fund. Some examples of the Guidelines are as follows: (i) generally vote for shareholder proposals asking that a majority or more of directors be independent; (ii) generally vote for management or shareholder proposals to reduce supermajority vote requirements, taking into account: ownership structure; quorum requirements; and vote requirements; (iii) votes on mergers and acquisitions should be considered on a case-by-case basis; (iv) generally vote re-incorporation proposals on a case-by-case basis; (v) votes with respect to equity-based compensation plans are generally determined on a case-by-case basis; (vi) generally vote for proposals requesting that a company report on its policies, initiatives, oversight mechanisms, and ethical standards related to social, economic, and environmental sustainability, unless company already provides similar reports through other means or the company has formally committed to the implementation of a reporting program based on Global Reporting Initiative guidelines or a similar standard; and (vii) generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

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The Adviser has a section in its Procedures that addresses the possibility of conflicts of interest. Most of the proxies which Adviser receives on behalf of its clients are voted in accordance with the Procedures. Since the Procedures are pre-determined by the Committee, application of the Procedures by Adviser’s portfolio management teams when voting proxies after reviewing the proxy and research provided by ISS should in most instances adequately address any potential conflicts of interest. If Adviser becomes aware of a conflict of interest in an upcoming proxy vote, the proxy vote will generally be referred to the Committee or the Committee’s delegates for review. If the portfolio management team for such proxy intends to vote in accordance with ISS’s recommendation pursuant to Adviser’s Procedures, then no further action is needed to be taken by the Committee. If the Adviser’s portfolio management team is considering voting a proxy contrary to ISS’s research recommendation under the Procedures, the Committee or its delegates will assess the proposed vote to determine if it is reasonable. The Committee or its delegates will also assess whether any business or other material relationships between Adviser and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy. If the Committee or its delegates determines that the proposed proxy vote is unreasonable or unduly influenced by a conflict, the portfolio management team will be required to vote the proxy in accordance with ISS’s research recommendation or abstain from voting.

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Proxy Voting Policy

Adoption: August 6, 2003

Last Revision: January 10, 2022

GMO LLC and related entities1

(collectively, “GMO”)

 

 

Statement of Policy

 

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to seek to ensure that such rights are properly and timely exercised. Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) manages a variety of products and GMO’s proxy voting authority may vary depending on the type of product or specific client preferences. GMO retains full proxy voting discretion for accounts comprised of comingled client assets. However, GMO’s proxy voting authority may vary for accounts that GMO manages on behalf of individual clients. These clients may retain full proxy voting authority for themselves, grant GMO full discretion to vote proxies on their behalf, or provide GMO with proxy voting authority along with specific instructions and/or custom proxy voting guidelines. Where GMO has been granted discretion to vote proxies on behalf of managed account clients this authority must be explicitly defined in the relevant Investment Management Agreement, or other document governing the relationship between GMO and the client.

 

In exercising its proxy voting authority, GMO is mindful of the fact that the value of proxy voting to a client’s investments may vary depending on the nature of an individual voting matter and the strategy in which a client is invested. Some GMO strategies follow a systematic, research-driven investment approach, applying quantitative tools to process fundamental information and manage risk. Some proxy votes may have heightened value for certain clients, such as votes on corporate events (e.g., mergers and acquisitions, dissolutions, conversions, or consolidations) for those clients invested in GMO strategies involving the purchase of securities around corporate events. These differences may result in varying levels of GMO engagement in proxy votes, but in all cases where GMO retains proxy voting authority, it will seek to vote proxies in the best interest of its clients and in accordance with this Proxy Voting Policy and Procedures (the “Policy”).

 

GMO’s Stewardship and Corporate Leadership Subcommittee, a sub-committee of the GMO ESG Oversight Committee, is responsible for the implementation of this Policy, including the oversight and use of third-party proxy advisers, the manner in which GMO votes its proxies, and fulfilling GMO’s obligation voting proxies in the best interest of its clients.

 

Use of Third-Party Proxy Advisors

 

GMO has retained an independent third-party Proxy Advisory firm for a variety of services including, but not limited to, receiving proxy ballots, proxy voting research and recommendations, and executing votes. GMO may also engage other Proxy Advisory firms as appropriate for proxy voting research and other services.

 

Considerations When Assessing or Considering a Proxy Advisory Firm

 

When considering the engagement of a new, or the performance and retention of an existing, Proxy Advisory firm to provide research, voting recommendations, or other proxy voting related services, GMO will, as part of its assessment, consider:

 

 

 

1 Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australia Limited, and GMO Singapore Pte. Ltd.

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The capacity and competency of the Proxy Advisory firm to adequately analyze the matters up for a vote;
The ability of the Proxy Advisory firm to provide information supporting its recommendations in a timely manner;
The ability of the Proxy Advisory firm to respond to ad hoc requests from GMO;
Whether the Proxy Advisory firm has an effective process for obtaining current and accurate information including from issuers and clients (e.g., engagement with issuers, efforts to correct deficiencies, disclosure about sources of information and methodologies, etc.);
How the Proxy Advisory firm incorporates appropriate input in formulating its methodologies and construction of issuer peer groups, including unique characteristics regarding an issuer;
Whether the Proxy Advisory firm has adequately disclosed its methodologies and application in formulating specific voting recommendations;
The nature of third-party information sources used as a basis for voting recommendations;
When and how the Proxy Advisory firm would expect to engage with issuers and other third parties;
Whether the Proxy Advisory firm has established adequate policies and procedures on how it identifies, discloses and addresses conflicts of interests that arise from providing proxy voting recommendations and related services, from activities other than providing proxy voting recommendations and services, and from Proxy Advisory firm affiliations;
Whether the Proxy Advisory firm has established adequate diversity and inclusion practices;
Information regarding any errors, deficiencies, or weaknesses that may materially affect the Proxy Advisory firm’s research or ultimate recommendation;
Whether the Proxy Advisory firm appropriately and regularly updates methodologies, guidelines, and recommendations, including in response to feedback from issuers and their shareholders;
Whether the Proxy Advisory firm adequately discloses any material business changes taking into account any potential conflicts of interests that may arise from such changes.

 

GMO also undertakes periodic sampling of proxy votes as part of its assessment of a Proxy Advisory firm and in order to reasonably determine that proxy votes are being cast on behalf of its clients consistent with this Policy.

 

Potential Conflicts of Interest of the Proxy Advisor

 

GMO requires any Proxy Advisory firm it engages with to identify and provide information regarding any material business changes or conflicts of interest on an ongoing basis. Where a conflict of interest may exist, GMO requires information on how said conflict is being addressed. If GMO determines that a material conflict of interest exists and is not sufficiently mitigated, GMO’s Stewardship and Corporate Leadership Subcommittee will determine whether the conflict has an impact on the Proxy Advisory firm’s voting recommendations, research, or other services and determine if any action should be taken.

 

Voting Procedures and Approach

 

In relation to stocks held in GMO funds and accounts where GMO has proxy voting discretion, GMO will, as a general rule, seek to vote in accordance with this Policy and the applicable guidelines GMO has developed to govern voting recommendations from its Proxy Advisory firm (“GMO Voting Guidelines”). In instances where a separate account client has provided GMO with specific instructions and/or custom proxy voting guidelines, GMO will seek to vote proxies in line with such instructions or custom guidelines.

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GMO may refrain from voting in certain situations unless otherwise agreed to with a client. These situations include, but are not limited to, when:

 

The cost of voting a proxy outweighs the benefit of voting;
GMO does not have enough time to process and submit a vote due to the timing of proxy information transfer or other related logistical or administrative issues;
GMO has an outstanding sell order or intends to sell the applicable security prior to the voting date;
There are restrictions on trading resulting from the exercise of a proxy;
Voting would cause an undue burden to GMO (e.g., votes occurring in jurisdictions with beneficial ownership disclosure and/or Power of Attorney requirements); or
GMO has agreed with the client in advance of the vote not to vote in certain situations or on specific issues.

 

GMO generally does not notify clients of non-voted proxy ballots.

 

Some of GMO’s strategies primarily focus on portfolio management and research related to macro trading strategies which are implemented through the use of derivatives. These strategies typically do not hold equity securities with voting rights.

 

Voting Guidelines

 

GMO seeks to vote proxies in a manner that encourages and rewards behavior that supports the creation of sustainable long-term growth, and in a way consistent with the investment mandate of the assets we manage for our clients. Accordingly, GMO’s Voting Guidelines aim to promote sustainable best practices in portfolio companies, which includes advocating for environmental protection, human rights, fair labor, and anti-discrimination practices. When evaluating and adopting these guidelines and to encourage best sustainability practices, we take into account generally accepted frameworks such as those defined by the United Nations Principles for Responsible Investment and United Nations Global Compact.2

 

Issuer Specific Ballot Evaluations

 

GMO may review individual ballots (for example, in relation to specific corporate events such as mergers and acquisitions) using a more detailed analysis than is generally applied through the GMO Voting Guidelines. This analysis may, but does not always, result in deviation from the voting recommendation that would result from the GMO Voting Guidelines assigned to a given GMO fund or managed account. When determining whether to conduct an issuer-specific analysis, GMO will consider the potential effect of the vote on the value of the investment. To the extent that issuer-specific analysis results in a voting recommendation that deviates from a recommendation produced by the GMO Voting Guidelines, GMO will be required to vote proxies in a way that, in GMO’s reasonable judgment, is in the best interest of GMO’s clients.

 

Potential Conflicts of Interest of the Advisor

 

GMO mitigates potential conflicts of interest by generally voting in accordance with the GMO Voting Guidelines and/or specific voting guidelines provided by clients. However, from time to time, GMO

 

 

 

2  Attached as Appendix I is a summary of key topics covered in GMO’s Voting Guidelines for U.S. companies.
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may determine to vote contrary to GMO Voting Guidelines with respect to GMO funds or accounts for which GMO has voting discretion, which itself could give rise to potential conflicts of interest.

 

In addition, if GMO is aware that one of the following conditions exists with respect to a proxy, GMO shall consider such event a potential material conflict of interest:

 

1. GMO has a material business relationship or potential relationship with the issuer;
2. GMO has a material business relationship with the proponent of the proxy proposal; or
3. GMO members, employees or consultants have a personal or other material business relationship with the participants in the proxy contest, such as corporate directors or director candidates.

 

In the event of a potential material conflict of interest, GMO will (i) vote such proxy according to the GMO Voting Guidelines; (ii) seek instructions from the client or request that the client votes such proxy, or (iii) abstain. All such instances shall be reported to GMO’s Compliance Department at least quarterly.

 

Ballot Materials and Processing

 

The Proxy Advisory firm is responsible for coordinating with GMO’s clients’ custodians to seek to ensure that proxy materials received by custodians relating to a client’s securities are processed in a timely fashion. Proxies relating to securities held in client accounts will typically be sent directly to the Proxy Advisory firm. In the event that proxy materials are sent to GMO directly instead of the Proxy Advisory firm, GMO will use reasonable efforts to coordinate with the Proxy Advisory firm for processing.

 

Disclosure

 

Upon request, GMO will provide clients with a copy of this Policy and how the relevant client’s proxies have been voted. In relation to the latter, GMO will prepare a written response that lists, with respect to each voted proxy:

 

1. The name of the issuer;
2. The proposal voted upon; and
3. The election made for the proposal.

 

GMO Mutual Funds

 

GMO’s responsibility and authority to vote proxies on behalf of its clients for shares of GMO Trust, a family of registered mutual funds for which GMO serves as the investment adviser, may give rise to conflicts of interest. Accordingly, GMO will (i) vote such proxies in the best interests of its clients with respect to routine matters, including proxies relating to the election of Trustees; and (ii) with respect to matters where a conflict of interest exists between GMO and GMO Trust, such as proxies relating to a new or amended investment management contract between GMO Trust and GMO, or a re-organization of a series of GMO Trust, GMO will either (a) vote such proxies in the same proportion as the votes cast with respect to that proxy, (b) seek instructions from its clients and vote on accordance with those instructions, or (c) take such other action as GMO deems appropriate in consultation with the Trust’s Chief Compliance Officer.

 

On an annual basis, GMO will provide, or cause the Proxy Advisory firm to provide, to the GMO Trust administrator or other designee on a timely basis, any and all reports and information necessary to

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prepare and file Form N-PX, which is required by Rule 30b1-4 under the Investment Company Act of 1940.

 

Proxy Recordkeeping

 

GMO and its Proxy Advisory firm (where applicable) will maintain records with respect to this Policy for a period of no less than five (5) years as required by SEC Rule 204-2 under the Investment Advisers Act of 1940, including the following:

 

4. A copy of the Policy, and any amendments thereto;
5. A copy of any document that was material to making a decision how to vote proxies, or that memorializes that decision; and
6. A record of each vote cast by GMO or the Proxy Advisory firm on behalf of GMO clients.

 

Review of Policy and Procedures

 

As a general principle, the Stewardship and Corporate Leadership Subcommittee, with the involvement from the Compliance Department, reviews, on an annual basis, the adequacy of this Policy to reasonably ensure it has been implemented effectively, including whether it continues to be reasonably designed to ensure that GMO’s approach to voting proxies is in the best interests of its clients.

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Appendix I

Summary of GMO’s Proxy Voting Guidelines for U.S. Companies

 

Below is a summary of the key components of the GMO Proxy Voting Guidelines for U.S. Companies:

 

Director Elections

We consider the following principles when determining votes on director nominees:

 

Accountability: Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices and regular board elections.
Responsiveness: Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant support for shareholder proposals (whether binding or non-binding), and tender offers where a majority of shares are tendered.
Composition: Companies should seek directors who can add value to the board through specific skills or expertise and who can devote sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives.
Independence: Boards should be sufficiently independent from management (and significant shareholders) so as to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy.

 

Executive Compensation

We consider the following principles when evaluating executive and director compensation programs:
Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value.
Avoid arrangements that risk “pay for failure”
Provide shareholders with clear, comprehensive compensation disclosures
Avoid inappropriate pay to non-executive directors

 

ESG-Related Proposals

We generally support standards-based ESG shareholder proposals that enhance long-term shareholder and stakeholder value while aligning the interests of the company with those of society at large.

 

Climate Change-Related Proposals

Vote for shareholder proposals seeking information on the financial, physical, or regulatory risks the company faces related to climate change on its operations and investments, or on how the company identifies, measures, and manage such risks.
Vote for shareholder proposals calling for the reduction of Green House Gas (“GHG”) emissions.
Vote for shareholder proposals seeking reports on responses to regulatory and public pressures surrounding climate change, and for disclosure of research that aided in setting company policies around climate change.

 

Energy-Related Proposals

Generally vote for proposals requesting that a company report on its energy efficiency policies.
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Generally vote for requests for reports on the feasibility of developing renewable energy resources.
Generally vote for proposals requesting that the company invest in renewable energy resources.

 

Board Diversity Proposals

Generally vote for requests for reports on a company’s efforts to diversify the board, unless:
The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and
The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company.

 

Gender Identity, Sexual Orientation, and Domestic Partner Benefits

Generally vote for proposals seeking to amend a company’s Equal Employment Opportunity (“EEO”) statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome.
Generally vote for proposals to extend company benefits to domestic partners.

 

Equality of Opportunity Proposals

Generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data.
Generally vote for proposals seeking information on the diversity efforts of suppliers and service providers.

 

Facility and Workplace Safety Proposals

Vote case-by-case on resolutions requesting that a company report on safety and/or security risks associated with its operations and/or facilities, considering:
The company’s compliance with applicable regulations and guidelines;
The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and
The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities.

 

Sustainability Reporting

Vote for shareholder proposals seeking greater disclosure on the company’s environmental and social practices, and/or associated risks and liabilities.
Vote for shareholder proposals asking companies to report in accordance with the Global Reporting Initiative (GRI).
Vote for shareholder proposals to prepare a sustainability report

 

Water Issues Sustainability

Generally vote for on proposals requesting a company to report on, or to adopt a new policy on, water-related risks and concerns, taking into account:
The company’s current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics;
Whether or not the company’s existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations;
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The potential financial impact or risk to the company associated with water-related concerns or issues; and recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers.

 

ESG Compensation-Related Proposals

Generally vote for proposals to link, or report on linking, executive compensation to environmental and social criteria (such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, or predatory lending)

 

Human Rights Proposals

Generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies.
Vote for shareholder proposals to implement human rights standards and workplace codes of conduct.
Vote for shareholder proposals calling for the implementation and reporting on international labor standards of the International Labour Organization, SA 8000 Standards, or the Global Sullivan Principles.
Vote for shareholder proposals that call for the adoption and/or enforcement of principles or codes relating to countries in which there are systematic violations of human rights.
Vote for shareholder proposals that call for independent monitoring programs in conjunction with local and respected religious and human rights groups to monitor supplier and licensee compliance with codes.
Vote for shareholder proposals that seek publication of a “Code of Conduct” to the company’s foreign suppliers and licensees, requiring they satisfy all applicable standards and laws protecting employees’ wages, benefits, working conditions, freedom of association, and other rights.
Vote for shareholder proposals seeking reports on, or the adoption of, vendor standards including: reporting on incentives to encourage suppliers to raise standards rather than terminate contracts and providing public disclosure of contract supplier reviews on a regular basis.
Vote for shareholder proposals to adopt labor standards for foreign and domestic suppliers to ensure that the company will not do business with foreign suppliers that manufacture products for sale using forced labor, child labor, or that fail to comply with applicable laws protecting employee’s wages and working conditions.
Vote for proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process.
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 Proxy Voting

 

December 2021

 

INTRODUCTION

 

As a U.S. registered investment adviser with the Securities and Exchange Commission and a fiduciary to its clients, GW&K Investment Management, LLC (“GW&K” or “Firm”) has implemented its Proxy Voting Policy to establish and maintain internal controls and procedures governing the Firm’s voting of proxies on behalf of client accounts. To assist in the process, GW&K leverages recognized third-party service providers to facilitate the Firm’s proxy voting process.

 

I.  Proxy Guidelines, Voting Advice and Agent

 

GW&K utilizes proxy voting guidelines developed by Glass Lewis & Co. (“Glass Lewis”), an independent third-party proxy voting advisory firm, which provides GW&K recommendations on ballot items for securities held in client accounts. Proxies are voted on behalf of those GW&K clients, who have delegated proxy voting authority to GW&K. GW&K generally adopts Glass Lewis’ “Investment Manager Policy” guidelines for client accounts but also may, depending on the circumstances of a client account, apply other Glass Lewis proxy voting thematic guidelines; including, Glass Lewis’ ESG Policy guidelines and Taft Hartley Policy guidelines. GW&K reserves the right to cast votes contrary to Glass Lewis guidelines if the Firm believes it to be in the best interest of its clients.

 

GW&K has also contracted with Broadridge Investor Communication Solutions, Inc. (“Broadridge”), an independent third-party proxy voting agent business, to act as proxy voting agent and to provide certain proxy voting services. Together, Glass Lewis and Broadridge assist GW&K with various proxy related process components including:

 

  In-depth proxy research;
  Process and vote proxies in connection with securities held by GW&K clients;
  Maintain appropriate records of proxy statements, research, and recommendations;
  Maintain appropriate records of proxy votes cast on behalf of GW&K clients;
  Proxy related administrative functions.

 

II. Responsibility and Oversight

 

GW&K is responsible for maintaining and administering these policies and procedures. GW&K will:

 

 

Annually review the adequacy of these policies and procedures as well as the effectiveness of its proxy voting agent;

     
 

Annually review Glass Lewis’s proxy voting guidelines to ensure they are appropriately designed to meet the best interests of GW&K clients;

     
 

Provide clients, upon written request, these proxy voting policy and procedures, and information about how proxies were voted on their behalf;

     
 

Conduct regular reconciliations with client’s custodian banks to confirm the appropriate number of votes cast on behalf of clients when GW&K has been delegated proxy voting authority;

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  Conduct a periodic review, no less often than annually, of proxy voting records to ensure that proxies are voted in accordance with adopted guidelines; and
     
  Annually review proxy voting records to ensure that records of proxy statements, research, recommendations, and proxy votes are properly maintained by its proxy voting agent.

 

III.  Conflicts of Interest

 

In adopting Glass Lewis’s proxy voting guidelines, GW&K seeks to remove potential conflicts of interest that could otherwise potentially influence the proxy voting process. In situations where Broadridge and/or Glass Lewis has a potential conflict of interest with respect to a proxy it is overseeing on behalf of GW&K’s clients, Broadridge and/or Glass Lewis is obligated to fully or partially abstain from voting the ballot as applicable and notify GW&K. GW&K’s Proxy Committee will convene and provide the voting recommendation after discussion with applicable GW&K investment professionals and a review of the measures involved. Similarly, in instances where GW&K becomes aware of a potential conflict of interest pertaining to a proxy vote for a security held in the client’s account, or where a client otherwise makes a request pertaining a specific proxy vote, GW&K’s investment management professionals will provide the voting recommendation after reviewing relevant facts and circumstances.

 

Voting of Measures Outside of or Contrary to Glass Lewis & Co. Recommendations

 

In instances when a proxy ballot item does not fall within the Glass Lewis guidelines or where GW&K determines that voting in accordance with the Glass Lewis recommendation is not advisable or consistent with GW&K’s fiduciary duty, GW&K’s portfolio managers, with the support of GW&K’s Legal & Compliance department and other personnel, will review the relevant facts and circumstances and determine how to vote the particular proxy ballot item. A record of any vote that deviates from Glass Lewis’ guidelines along with the rationale will be maintained and reviewed by the Legal & Compliance department.

 

IV. Disclosure

 

Clients may obtain Glass Lewis’s proxy voting guidelines or information about how GW&K voted proxies for securities held in their account by submitting a written request to:

 

Proxy Policy Administrator

GW&K Investment Management, LLC

222 Berkeley Street, 15th Floor

Boston, Massachusetts 02116

 

V. Recordkeeping

 

GW&K will maintain the following records in accordance with regulatory requirements:

 

These policies and procedures (including any applicable amendments) which shall be made available to clients upon request;
Proxy statements, research, recommendations, and records of each vote;
Client written requests for proxy voting information and applicable responses by GW&K.
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VI. Oversight and Documentation

 

Proxy Committee

 

GW&K has established a Proxy Voting Committee to oversee the firm’s proxy voting process, including the firm’s Proxy Voting Policy, the firm’s service providers and the proxy voting guidelines. In addition, the Committee would address any potential conflicts of interest that are identified by GW&K with respect to voting any specific proxy ballot item. The Committee is comprised of GW&K’s Chief Compliance Officer, General Counsel, managers of GW&K’s Investment, Operations and Client Services departments, members of the Legal & Compliance department, as well as certain GW&K investment professionals. The Committee meets annually, and more frequently as needed.

 

GW&K’s Legal & Compliance department is responsible for periodically assessing firm compliance with this policy and the effectiveness of its implementation.

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Income Research & Management

 

PROXY VOTING POLICIES

 

Income Research & Management’s (“IR+M”) policy regarding proxy voting (the “Proxy Policy”) consists of (1) the statement of policy, (2) identification of the person(s) responsible for implementing this policy, (3) the procedures adopted by IR+M to implement the policy, and (4) the guidelines utilized by IR+M when enacting this policy.

 

Statement of Policy

 

The Advisers Act requires IR+M at all times to act solely in the best interest of its clients. Rule 206(4)-6 of the Advisers Act requires any adviser who votes proxies on behalf of clients to have written policies and procedures that are reasonably designed to ensure an adviser votes such proxies in the best interest of clients.

 

It is generally IR+M’s policy that each client is responsible for voting all of the proxies with respect to the securities held in their accounts. Therefore, IR+M has adopted a Proxy Policy that it believes is reasonably designed to ensure that IR+M does not vote proxies for its clients, and that all proxy materials are forwarded to clients so that they can exercise their voting authority. In the event that IR+M has been delegated the responsibility to vote proxies on behalf of a client, this Proxy Policy addresses the treatment of this circumstance. Such proxies will be voted pursuant to the proxy voting guidelines below. For IR+M Private Funds, the custodian, BNY Mellon, is instructed to send proxy ballots to IR+M. Similarly, IR+M has instructed Global Trust Company, the Trustee for the IR+M Collective Investment Trust (CITs) to forward all proxies received to IR+M as it has legal authority to vote proxies. Such proxies will be reviewed for applicability according to our process and if appropriate will be processed pursuant to the voting guidelines set forth in the Proxy Policy.

 

Who is Responsible for Implementing this Policy?

 

The Chief Compliance Officer (“CCO”) is responsible for the overall implementation and monitoring of this policy. The CCO can delegate any of his or her responsibilities under this policy to another person (the “Delegate”).

 

Procedures to Implement this Policy

 

Client Disclosure

 

The Advisers Act requires IR+M to provide clients with a description of its proxy voting policy. IR+M takes the necessary steps to ensure that clients are provided with adequate disclosure as to the parameters of the Proxy Policy. All clients and prospective clients will receive disclosure of a summary of the Proxy Policy on Form ADV Part 2.

 

In the event IR+M votes proxies on behalf of a client, IR+M will, upon request from the client, provide a record of how such proxy votes were cast on behalf of that client.

 

Administration

 

In implementing these procedures, IR+M will ensure:

The appropriate employees are aware of IR+M’s general policy not to vote proxies on behalf of its clients, and that any exceptions to this policy are documented.

 

Voting responsibility between IR+M and the client is clear in the investment management agreement.
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Any proxies that are received by IR+M are forwarded on to the client in a timely manner, if IR+M is not responsible for voting such proxies.

 

Our clients may obtain a copy of the Proxy Policy upon request.

 

Maintaining Records

IR+M creates and maintains appropriate records to ensure proper implementation and administration of this policy and will preserve such records in accordance with our internal policies.

 

Guidelines

 

If IR+M is delegated voting authority, it is generally our policy to vote in accordance with the issuer’s management recommendation absent countervailing considerations. If we believe the issuer’s management position on a particular issue is not in the best interests of our clients, we will vote contrary to the issuer’s management’s recommendation. IR+M will apply these same guidelines for voting proxies to all such accounts for which it has voting authority.

 

Conflicts of Interest

 

A material conflict of interest may arise in the course of IR+M’s proxy voting activities. Such a conflict of interest might exist when (1) an issuer who is soliciting proxy votes also has a client relationship with IR+M, (2) an IR+M client is involved in a proxy contest, or (3) when an IR+M employee has a personal interest in a proxy matter. When such a conflict of interest does arise, and in order to ensure that proxies are voted solely in IR+M’s clients’ best interests, the CCO may consult the Management Committee of IR+M, as well as legal counsel to help determine how the items of a particular proxy ballot should be voted.

 

Effective: September 2009

Revised: April 2018

 

Reviewed: December 2021

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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. We recognize that the nature of ballot issues, including environmental and social issues (“ESG”), can vary widely depending on the company, industry practices, the company’s operations and geographic footprint, to name a few, and will consider relevant issues, including ESG issues, in a manner consistent with our fiduciary duties and the goal of maximizing shareholder value.

 

Jennison’s proxy voting policy and procedures and proxy voting records are publically available on our website. Clients may obtain a copy of our guidelines, as well as the proxy voting records for that client’s securities, by contacting the client service representative responsible for the client’s account.

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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, where appropriate, when Jennison accepts custom guidelines.

 

The Guidelines are reviewed annually and as necessary by the Proxy Team. Proposed revisions to the Guidelines are reviewed and approved by the Company’s Proxy Voting Committee and Investment Professionals when a change is appropriate. The Proxy Team maintains the Guidelines and distributes copies to the Investment Professionals following confirmation of 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 will notify each Investment Professional’s supervisor of any Guideline overrides authorized by that Investment Professional.

 

The Proxy Team is responsible for maintaining Investment Professionals’ reasons for deviating from the Guidelines.

 

 

Client Directed and Jennison Custom Voting Guidelines

 

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 (“Client Directed Custom Guidelines”), or may indicate that the Company is not responsible for voting the client’s proxies. We try to accommodate such requests where appropriate.

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The Proxy Team reviews Client Directed Custom Guidelines 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.

 

Additionally, for certain investment products or vehicles that are developed and managed by the Company that seek to follow certain religious values (“Jennison Investment Products”), Jennison has adopted custom guidelines from a third party proxy voting vendor that are aligned with the particular Jennison Investment Product (“Jennison Custom Guidelines”). Prior to the adoption of Jennison Custom Guidelines, the Proxy Committee will review the custom guidelines provided by the third party proxy vendor. The Proxy Team will review the proxy voting records of the Jennison Investment Products that utilize the Jennison Custom Guidelines on a quarterly basis and provide reporting to the Proxy Committee.

 

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; however, notwithstanding the Guidelines, Investment Professionals for fundamental strategies are responsible for reviewing the facts and circumstances related to each proposal in order to make all final voting decisions.

 

The third party proxy voting vendor is responsible for operational implementation of Client Directed Custom Guidelines and Jennison Custom Guidelines (“Client Directed Custom Guidelines and Jennison Custom Guidelines are collectively Custom Guidelines”). The ballots received for clients/accounts with Custom Guidelines will be automatically voted in accordance with the Custom Guideline recommendations by the third party proxy voting vendor.

 

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:

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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.

 

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 directed to the client service representative responsible for the client’s account who will coordinate with the Proxy Team.

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Compliance Reporting for Investment Companies

 

Upon request, the Proxy Team will provide to each investment company 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 Notification

 

The Proxy Team will notify each Investment Professional’s supervisor of any Guideline overrides authorized by that Investment Professional. The supervisor reviews the overrides ensuring that they were 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 proposed amendments to 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 accuracy of the application of Custom Guidelines
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Review the performance of the proxy voting vendor and determine whether Jennison should continue to retain their services. The Committee will consider the following factors while conducting their review:

 

o Accuracy and completeness of research reports, engagement with issuers, potential conflicts of interest and overall administration of Jennison’s proxy voting recommendations.

 

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.

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LOOMIS, SAYLES & COMPANY

 

PROXY VOTING POLICIES AND PROCEDURES

March 24, 2022

 

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1. GENERAL

 

A. Introduction.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”) will vote proxies of the securities held in its clients’ portfolios on behalf of each client that has delegated proxy voting authority to Loomis Sayles as investment adviser. Loomis Sayles has adopted and implemented these policies and procedures (“Proxy Voting Procedures”) to ensure that, where it has voting authority, proxy matters are handled in the best interests of clients, in accordance with Loomis Sayles’ fiduciary duty, and all applicable law and regulations. The Proxy Voting Procedures, as implemented by the Loomis Sayles Proxy Committee (as described below), are intended to support good corporate governance, including those corporate practices that address environmental and social issues (“ESG Matters”), in all cases with the objective of protecting shareholder interests and maximizing shareholder value.

 

Loomis Sayles uses the services of third parties (each a “Proxy Voting Service” and collectively the “Proxy Voting Services”), to provide research, analysis and voting recommendations and to administer the process of voting proxies for those clients for which Loomis Sayles has voting authority. Any reference in these Proxy Voting Procedures to a “Proxy Voting Service” is a reference either to the Proxy Voting Service that provides research, analysis and voting recommendations to Loomis Sayles or to the Proxy Voting Service that administers the process of voting proxies for Loomis Sayles or to both, as the context may require. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Service that provides research, analysis and voting recommendations to Loomis Sayles unless the Proxy Committee determines that the client’s best interests are served by voting otherwise.

 

B. General Guidelines.

 

The following guidelines will apply when voting proxies on behalf of accounts for which Loomis Sayles has voting authority.

 

  1. Client’s Best Interests. The Proxy Voting Procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are conducted in the best interests of clients. When considering the best interests of clients, Loomis Sayles has determined that this means the best investment interest of its clients as shareholders of the issuer. To protect its clients’ best interests, Loomis Sayles has integrated the

 

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consideration of ESG Matters into its investment process. The Proxy Voting Procedures are intended to reflect the impact of these factors in cases where they are material to the growth and sustainability of an issuer. Loomis Sayles has established its Proxy Voting Procedures to assist it in making its proxy voting decisions with a view toward enhancing the value of its clients’ interests in an issuer over the period during which it expects its clients to hold their investments. Loomis Sayles will vote against proposals that it believes could adversely impact the current or future market value of the issuer’s securities during the expected holding period. Loomis Sayles also believes that protecting the best interests of clients requires the consideration of potential material impacts of proxy proposals associated with ESG Matters.

 

For the avoidance of doubt, and notwithstanding any other provisions of these Proxy Voting Procedures, in all instances in which Loomis Sayles votes proxies on behalf of clients that are employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Loomis Sayles (a) will act solely in accordance with the economic interest of the plan and its participants and beneficiaries, and (b) will not subordinate the interests of the participants and beneficiaries in their retirement income or financial benefits under the plan to any other objective, or promote benefits or goals unrelated to those financial interests of the plan’s participants and beneficiaries.

 

2.   Client Proxy Voting Policies. Rather than delegating proxy voting authority to Loomis Sayles, a client may (a) retain the authority to vote proxies on securities in its account; (b) delegate voting authority to another party; or (c) instruct Loomis Sayles to vote proxies according to a policy that differs from the Proxy Voting Procedures. Loomis Sayles will honor any of these instructions if the instruction is agreed to in writing by Loomis Sayles in its investment management agreement with the client. If Loomis Sayles incurs additional costs or expenses in following any such instruction, it may request payment for such additional costs or expenses from the client.

 

3.   Stated Policies. In the interest of consistency in voting proxies on behalf of its clients where appropriate, Loomis Sayles has adopted policies that identify issues where Loomis Sayles will (a) generally vote in favor of a proposal; (b) generally vote against a proposal; (c) generally vote as recommended by the Proxy Voting Service; and (d) specifically consider its vote for or against a proposal. However, these policies are guidelines and each vote may be cast differently than the stated policy, taking into consideration all relevant facts and circumstances at the time of the vote. In certain cases where the

 

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recommendation of the Proxy Voting Service and the recommendation of the issuer’s management are the same, the vote will generally be cast as recommended and will not be reviewed on a case-by-case basis by the Proxy Committee. In cases where the portfolio manager of an account that holds voting securities of an issuer or the analyst covering the issuer or its securities recommends a vote, the proposal(s) will be voted according to these recommendations after a review for any potential conflicts of interest is conducted and will not be reviewed on a case-by-case basis by the Proxy Committee. There may be situations where Loomis Sayles casts split votes despite the stated policies. For example, Loomis Sayles may cast a split vote when different clients may be invested in strategies with different investment objectives, or when different clients may have different economic interests in the outcome of a particular proposal. Loomis Sayles also may cast a split vote on a particular proposal when its investment teams have differing views regarding the impact of the proposal on their clients’ investment interests.

 

4. Abstentions and Other Exceptions. Loomis Sayles’ general policy is to vote rather than abstain from voting on issues presented, unless the Proxy Committee determines, pursuant to its best judgment, that the client’s best interests require abstention. However, in the following circumstances Loomis Sayles may not vote a client’s proxy:

 

● The Proxy Committee has concluded that voting would have no meaningful, identifiable economic benefit to the client as a shareholder, such as when the security is no longer held in the client’s portfolio or when the value of the portfolio holding is insignificant.

 

● The Proxy Committee has concluded that the costs of or disadvantages resulting from voting outweigh the economic benefits of voting. For example, in some non-US jurisdictions, the sale of securities voted may be legally or practically prohibited or subject to some restrictions for some period of time, usually between the record and meeting dates (“share blocking”). Loomis Sayles believes that the loss of investment flexibility resulting from share blocking generally outweighs the benefit to be gained by voting. Information about share blocking is often incomplete or contradictory. Loomis Sayles relies on the client’s custodian and on its Proxy Voting Service to identify share blocking jurisdictions. To the extent such information is wrong, Loomis Sayles could fail to vote shares that could have been voted without loss of investment flexibility, or could vote shares and then be prevented from engaging in a potentially beneficial portfolio transaction.

 

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   Administrative requirements for voting proxies in certain foreign jurisdictions (which may be imposed a single time or may be periodic), such as providing a power of attorney to the client’s local sub-custodian, cannot be fulfilled due to timing of the requirement, or the costs required to fulfill the administrative requirements appear to outweigh the benefits to the client of voting the proxy.

 

   The client, as of the record date, has loaned the securities to which the proxy relates and Loomis Sayles has concluded that it is not in the best interest of the client to recall the loan or is unable to recall the loan in order to vote the securities1.

 

   The client so directs Loomis Sayles.

 

The Proxy Committee will generally vote against, rather than abstain from voting on, ballot issues where the issuer does not provide sufficient information to make an informed decision. In addition, there may be instances where Loomis Sayles is not able to vote proxies on a client’s behalf, such as when ballot delivery instructions have not been processed by a client’s custodian, when the Proxy Voting Service has not received a ballot for a client’s account (e.g., in cases where the client’s shares have been loaned to a third party), when proxy materials are not available in English, and under other circumstances beyond Loomis Sayles’ control.

 

5.   Oversight. All issues presented for shareholder vote are subject to the oversight of the Proxy Committee, either directly or by application of this policy. All non-routine issues will generally be considered directly by the Proxy Committee and, when necessary, the investment professionals responsible for an account holding the security, and will be voted in the best investment interests of the client. All routine “for” and “against” issues will be voted according to this policy unless special factors require that they be considered by the Proxy Committee and, when necessary, the investment professionals responsible for an account holding the security.

 

6.  Availability of Procedures. Loomis Sayles publishes these Proxy Voting Procedures, as updated from time to time, on its public website, www.loomissayles.com, and includes a

 

1  Loomis Sayles does not engage in securities lending. However, some clients do opt to lend securities, availing themselves of their custodians’ services.

 

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description of its Proxy Voting Procedures in Part 2A of its Form ADV. Upon request, Loomis Sayles also provides clients with a copy of its Proxy Voting Procedures.

 

  7. Disclosure of Vote. Loomis Sayles makes certain disclosures regarding its voting of proxies in the aggregate (not specific as to clients) on its website, www.loomissayles.com. For mutual funds that it manages, Loomis Sayles is required by law to make certain disclosures regarding its voting of proxies annually. This information is also available on the Loomis Sayles website. Additionally, Loomis Sayles will, upon request by a client, provide information about how each proxy was voted with respect to the securities in that client’s account. Loomis Sayles’ policy is not to disclose a client’s proxy voting records to third parties except as required by applicable law and regulations.

 

C.   Proxy Committee.

 

1.   Proxy Committee. Loomis Sayles has established a Proxy Committee. The Proxy Committee is composed of senior representatives from firm investment teams and members of the Legal and Compliance Department, and other employees of Loomis Sayles as needed. In the event that any member is unable to participate in a meeting of the Proxy Committee, he or she may designate another individual to act on his or her behalf. A vacancy in the Proxy Committee is filled by the prior member’s successor in position at Loomis Sayles or a person of equivalent experience. Each portfolio manager of an account that holds voting securities of an issuer or the analyst covering the issuer or its securities may be an ad hoc member of the Proxy Committee in connection with voting proxies of that issuer. Voting determinations made by the Proxy Committee generally will be memorialized electronically (e.g., by email).

 

2.   Duties. The Proxy Committee’s specific responsibilities include the following:

 

a. developing, authorizing, implementing and updating the Proxy Voting Procedures, including:

(i) annually reviewing the Proxy Voting Procedures to ensure consistency with internal policies and regulatory agency policies, including determining the continuing adequacy of the Proxy Voting Procedures to confirm that they have been formulated reasonably and implemented effectively, including whether they continue to be reasonably designed to ensure that proxy votes are cast in clients’ best interest,

 

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(ii) annually reviewing existing voting guidelines and developing of additional voting guidelines to assist in the review of proxy proposals, and

(iii) annually reviewing the proxy voting process and addressing any general issues that relate to proxy voting;

 

b. overseeing the proxy voting process, including:

(i) overseeing the vote on proposals according to the predetermined policies in the voting guidelines,

(ii) directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration,

(iii) consulting with the portfolio managers and analysts for the accounts holding the security when necessary or appropriate, and

(iv) periodically sampling or engaging an outside party to sample proxy votes to ensure they comply with the Proxy Voting Procedures and are cast in accordance with the clients’ best interests;

 

c. engaging and overseeing third-party vendors that materially assist Loomis Sayles with respect to proxy voting, such as the Proxy Voting Services, including:

 

(i) determining and periodically reassessing whether, as relevant, the Proxy Voting Service has the capacity and competency to adequately analyze proxy issues by considering:

(a) the adequacy and quality of the Proxy Voting Service’s staffing, personnel and technology,

(b) whether the Proxy Voting Service has adequately disclosed its methodologies in formulating voting recommendations, such that Loomis Sayles can understand the factors underlying the Proxy Voting Service’s voting recommendations,

(c) the robustness of the Proxy Voting Service’s policies and procedures regarding its ability to ensure that its recommendations are based on current, materially complete and accurate information, and

(d) the Proxy Voting Service’s policies and procedures regarding how it identifies and addresses conflicts of interest, including whether the Proxy Voting Service’s policies and procedures provide for adequate disclosure of its actual and potential conflicts of interest with respect to the services it provides to Loomis Sayles.

 

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(ii) providing ongoing oversight of the Proxy Voting Services to ensure that proxies continue to be voted in the best interests of clients and in accordance with these Proxy Voting Procedures and the determinations and directions of the Proxy Committee,

(iii) receiving and reviewing updates from the Proxy Voting Services regarding relevant business changes or changes to the Proxy Voting Services’ conflict policies and procedures, and

 

(iv) in the event that the Proxy Committee becomes aware that a recommendation of the Proxy Voting Service was based on a material factual error (including materially inaccurate or incomplete information): investigating the error, considering the nature of the error and the related recommendation, and determining whether the Proxy Voting Service has taken reasonable steps to reduce the likelihood of similar errors in the future; and

 

d. further developing and/or modifying these Proxy Voting Procedures as otherwise appropriate or necessary.

 

3. Standards.

 

a. When determining the vote of any proposal for which it has responsibility, the Proxy Committee shall vote in the client’s best interests as described in section 1(B)(1) above. In the event a client believes that its other interests require a different vote, Loomis Sayles shall vote as the client instructs if the instructions are provided as required in section 1(B)(2) above.

 

b. When determining the vote on any proposal, the Proxy Committee shall not consider any benefit to Loomis Sayles, any of its affiliates, any of its or their clients or service providers, other than benefits to the owner of the securities to be voted.

 

c. If Loomis Sayles becomes aware of additional information relevant to the voting of a shareholder meeting after a vote has been entered but before the applicable voting deadline has passed, it will consider whether or not such information impacts the vote determination entered, and if necessary, use reasonable efforts to change the vote instruction.

 

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D.  Conflicts of Interest.

 

 

Loomis Sayles has established policies and procedures to ensure that proxy votes are voted in its clients’ best interests and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in these Proxy Voting Procedures. Second, where these Proxy Voting Procedures allow for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Service in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Service’s recommendation is not in the best interests of the firm’s clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Service’s recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have, and (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event, prior to directing any vote, the Proxy Committee will make reasonable efforts to obtain and consider information, opinions and recommendations from or about the opposing position.

 

E. Recordkeeping.

 

Loomis Sayles or the Proxy Voting Service will maintain records of proxies voted pursuant to Rule 204-2 under the Advisers Act. The records include: (1) a copy of its Proxy Voting Procedures; (2) proxy statements received regarding client securities; (3) a record of each vote cast; (4) a copy of any document created by Loomis Sayles that is material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (5) each written client request for proxy voting records and Loomis Sayles’ written response to any (written or oral) client request for such records.

 

Proxy voting books and records are maintained in an easily accessible place for a period of five years, the first two in an appropriate office of Loomis Sayles.

 

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2. PROXY VOTING

 

A. Introduction

 

Loomis Sayles has established certain specific guidelines intended to achieve the objective of the Proxy Voting Procedures: to support good corporate governance, including ESG Matters, in all cases with the objective of protecting shareholder interests and maximizing shareholder value.

 

B. Board of Directors

 

Loomis Sayles believes that an issuer’s independent, qualified board of directors is the foundation of good corporate governance. Loomis Sayles supports proxy proposals that reflect the prudent exercise of the board’s obligation to provide leadership and guidance to management in fulfilling its obligations to its shareholders. As an example, it may be prudent not to disqualify a director from serving on a board if they participated in affiliated transactions if all measures of independence and good corporate governance were met.

 

Annual Election of Directors: Vote for proposals to repeal classified boards and to elect all directors annually.

 

Chairman and CEO are Separate Positions: Vote for proposals that require the positions of chairman and CEO to be held by different persons.

 

Director and Officer Indemnification and Liability Protection:

A.  Vote against proposals concerning director and officer indemnification and liability protection that limit or eliminate entirely director and officer liability for monetary damages for violating the duty of care, or that would expand coverage beyond legal expenses to acts such as gross negligence that are more serious violations of fiduciary obligations than mere carelessness.

 

B.   Vote for only those proposals that provide such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if (i) the director or officer was found to have acted in good faith and in a manner that the director or officer reasonably believed was in the best interests of the company, and (ii) if the director’s or officer’s legal expenses only would be covered.

 

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Director Nominees in Contested Elections: Votes in a contested election of directors or a “vote no” campaign must be evaluated on a case-by-case basis, considering the following factors: (1) long-term financial performance of the issuer relative to its industry; management’s track record; (2) background to the proxy contest; qualifications of director nominees (both slates); (3) evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and (4) stock ownership positions.

 

Director Nominees in Uncontested Elections:

A.  Vote for proposals involving routine matters such as election of directors, provided that at least two-thirds of the directors would be independent, as determined by the Proxy Voting Service, and affiliated or inside nominees do not serve on any key board committee, defined as the Audit, Compensation, Nominating and/or Governance Committees.

B.  Vote against nominees that are CFOs of the subject company. Generally, vote against nominees that the Proxy Voting Service has identified as not acting in the best interests of shareholders (e.g., due to over-boarding, risk management failures, a lack of diversity, etc.). Vote against nominees that have attended less than 75% of board and committee meetings, unless a reasonable cause (e.g., health or family emergency) for the absence is noted and accepted by the Proxy Voting Service and the board. Vote against affiliated or inside nominees who serve on a key board committee (as defined above). Vote against affiliated and inside nominees if less than two-thirds of the board would be independent. Vote against Governance or Nominating Committee members if both the following are true: a) there is no independent lead or presiding director; and b) the position of CEO and chairman are not held by separate individuals. Generally, vote against Audit Committee members if auditor ratification is not proposed, except in cases involving: (i) investment company board members, who are not required to submit auditor ratification for shareholder approval pursuant to Investment Company Act of 1940 rules; or (ii) any other issuer that is not required by law or regulation to submit a proposal ratifying the auditor selection. Vote against Compensation Committee members when Loomis Sayles or the Proxy Voting Service recommends a vote against the issuer’s “say on pay” advisory vote.

C.  Generally, vote against all members of a board committee and not just the chairman or a representative thereof in situations where the Proxy Voting Service finds that the board committee has not acted in the best interests of shareholders.

D.  Vote as recommended by the Proxy Voting Service when directors are being elected as a slate and not individually.

 

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  E. When electing directors for any foreign-domiciled issuer to which the Proxy Voting Service believes it is reasonable to apply U.S. governance standards, we generally will vote in accordance with our policies set forth in (A) through (D) above. When electing directors for any other foreign-domiciled issuers, a recommendation of the Proxy Voting Service will generally be followed in lieu of the above stipulations.

 

Independent Audit, Compensation and Nominating and/or Governance Committees: Vote for proposals requesting that the board Audit, Compensation and/or Nominating and/or Governance Committees include independent directors exclusively.

 

Independent Board Chairman:

A.  Vote for shareholder proposals that generally request the board to adopt a policy requiring its chairman to be “independent” (based on some reasonable definition of that term) with respect to any issuer whose enterprise value is, according to the Proxy Voting Service, greater than or equal to $10 billion.

B.  Vote such proposals on a case-by-case basis when, according to the Proxy Voting Service, the issuer’s enterprise value is less than $10 billion.

 

Multiple Directorships: Generally vote against a director nominee who serves as an executive officer of any public company while serving on more than two total public company boards and any other director nominee who serves on more than five total public company boards, unless a convincing argument to vote for that nominee is made by the Proxy Voting Service, in which case, the recommendation of the Proxy Voting Service will generally be followed.

 

Staggered Director Elections: Vote against proposals to classify or stagger the board.

 

Stock Ownership Requirements: Generally vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.

 

Term of Office: Vote against shareholder proposals to limit the tenure of outside directors.

 

C.    Ratification of Auditor

 

Loomis Sayles generally supports proposals for the selection or ratification of independent auditors, subject to consideration of various factors such as independence and reasonableness of fees.

 

A. Generally vote for proposals to ratify auditors.

 

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B.  Vote against ratification of auditors where an auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

C. In general, if non-audit fees amount to 35% or more of total fees paid to a company’s auditor we will vote against ratification and against the members of the Audit Committee unless the Proxy Voting Service states that the fees were disclosed and determined to be reasonable. In such instances, the recommendation of the Proxy Voting service will generally be followed.

D. Vote against ratification of auditors and vote against members of the Audit Committee where it is known that an auditor has negotiated an alternative dispute resolution procedure.

E. Vote against ratification of auditors if the Proxy Voting Service indicates that a vote for the ratification of auditors it is not in the best long term interest of shareholders.

 

D.   Remuneration and Benefits

 

Loomis Sayles believes that an issuer’s compensation and benefit plans must be designed to ensure the alignment of executives’ and employees’ interests with those of its shareholders.

 

401(k) Employee Benefit Plans: Vote for proposals to implement a 401(k) savings plan for employees.

 

Compensation Plans: Proposals with respect to compensation plans generally will be voted as recommended by the Proxy Voting Service.

 

Compensation in the Event of a Change in Control: Votes on proposals regarding executive compensation in the event of a change in control of the issuer will be considered on a case-by-case basis.

 

Director Related Compensation: Vote proposals relating to director compensation, that are required by and comply with applicable laws (domestic or foreign) or listing requirements governing the issuer, as recommended by the Proxy Voting Service.

 

Employee Stock Ownership Plans (“ESOPs”): Vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e.,

 

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generally greater than five percent of outstanding shares), in which case the recommendation of the Proxy Voting Service will generally be followed.

 

Golden Coffins: Review on a case-by-case basis all proposals relating to the obligation of an issuer to provide remuneration or awards to survivors of executives payable upon such executive’s death.

 

Golden and Tin Parachutes:

A.  Vote for shareholder proposals to have golden (top management) and tin (all employees) parachutes submitted for shareholder ratification.

B. Review on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.

 

OBRA (Omnibus Budget Reconciliation Act)-Related Compensation Proposals:

A.  Vote for proposals to amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

B.  Vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

C.  Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA.

D.  Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a case-by-case basis.

 

Shareholder Proposals to Limit Executive and Director Pay Including Executive Compensation Advisory Resolutions (“Say on Pay”):

A.  Generally, vote for shareholder proposals that seek additional disclosure of executive and director pay information.

B.  Review on a case-by-case basis (1) all shareholder proposals that seek to limit executive and director pay and (2) all advisory resolutions on executive pay other than shareholder resolutions to permit such advisory resolutions.

C.  Vote against proposals to link all executive or director variable compensation to performance goals.

D.  Vote for an annual review of executive compensation.

E.  Non-binding advisory votes on executive compensation will be voted as recommended by the Proxy Voting Service.

 

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F. For foreign domiciled issuers where a non-binding advisory vote on executive compensation is proposed concurrently with a binding vote on executive compensation, and the recommendation of the Proxy Voting Service is the same for each proposal, a vote will be entered as recommended by the Proxy Voting Service.

 

Share Retention by Executives: Generally vote against shareholder proposals requiring executives to retain shares of the issuer for fixed periods unless the board and the Proxy Voting Service recommend voting in favor of the proposal.

 

Stock Option Plans: A recommendation of the Proxy Voting Service will generally be followed using the following as a guide:

A. Vote against stock option plans which expressly permit repricing of underwater options.

B. Vote against proposals to make all stock options performance based.

C. Vote against stock option plans that could result in an earnings dilution above the company specific cap considered by the Proxy Voting Service.

D. Vote for proposals that request expensing of stock options.

 

E. Capital Structure Management Issues

 

Adjustments to Par Value of Common Stock: Vote for management proposals to reduce the par value of common stock.

 

Authority to Issue Shares: Vote for proposals by boards to authorize the issuance of shares (with or without preemptive rights) to the extent the size of the proposed issuance in proportion to the issuer’s issued ordinary share capital is consistent with industry standards and the recommendations of the issuer’s board and the Proxy Voting Service are in agreement. Proposals that do not meet the above criteria will be reviewed on a case-by-case basis.

 

Blank Check Preferred Authorization:

A.  Vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights, and expressly states conversion, dividend, distribution and other rights.

 

B.  Vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

 

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C. Review proposals to increase the number of authorized blank check preferred shares on a case-by-case basis.

 

Common Stock Authorization: Vote against proposed common stock authorizations that increase the existing authorization by more than 100% unless a clear need for the excess shares is presented by the company. A recommendation of the Proxy Voting Service will generally be followed.

 

Greenshoe Options (French issuers only): Vote for proposals by boards of French issuers in favor of greenshoe options that grant the issuer the flexibility to increase an over-subscribed securities issuance by up to 15% so long as such increase takes place on the same terms and within thirty days of the initial issuance, provided that the recommendation of the issuer’s board and the Proxy Voting Service are in agreement. Proposals that do not meet the above criteria will be reviewed on a case-by-case basis.

 

Reverse Stock Splits: Vote for management proposals to reduce the number of outstanding shares available through a reverse stock split.

 

Share Cancellation Programs: Vote for management proposals to reduce share capital by means of cancelling outstanding shares held in the issuer’s treasury.

 

Share Repurchase Programs: Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

Stock Distributions, Splits and Dividends: Generally vote for management proposals to increase common share authorization, provided that the increase in authorized shares following the split or dividend is not greater than 100 percent of existing authorized shares.

 

F.  Mergers, Asset Sales and Other Special Transactions

 

Proposals for transactions that have the potential to affect the ownership interests and/or voting rights of the issuer’s shareholders, such as mergers, asset sales and corporate or debt restructuring, will be considered on a case-by-case basis, based on (1) whether the best economic result is being created for shareholders, (2) what changes in corporate governance will occur, (3) what impact they will have on shareholder rights, (4) whether the proposed transaction has strategic merit for the issuer, and (5) other factors as noted in each section below, if any.

 

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Asset Sales: Votes on asset sales will be determined on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of inefficiencies.

 

Conversion of Debt Instruments: Votes on the conversion of debt instruments will be considered on a case-by-case basis after the recommendation of the relevant Loomis Sayles equity or fixed income analyst is obtained.

 

Corporate Restructuring: Votes on corporate restructuring proposals, including minority squeeze-outs, leveraged buyouts, spin-offs, liquidations, and asset sales will be considered on a case-by-case basis.

 

Debt Restructurings: Review on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. Consider the following issues:

A.  Dilution - How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?

B.  Change in Control - Will the transaction result in a change in control of the company?

C.  Bankruptcy – Loomis Sayles’ Corporate Actions Department is responsible for consents related to bankruptcies and debt holder consents related to restructurings.

D.  Potential Conflicts of Interest – For example, clients may own securities at different levels of the capital structure; in such cases, Loomis Sayles will exercise voting or consent rights for each such client based on that client’s best interests, which may differ from the interests of other clients.

 

Delisting a Security: Proposals to delist a security from an exchange will be evaluated on a case-by-case basis.

 

Fair Price Provisions:

A.  Vote for fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.

B.  Vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

 

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Greenmail:

A.  Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

B.  Review anti-greenmail proposals on a case-by-case basis when they are bundled with other charter or bylaw amendments.

C.  Vote for proposals to eliminate an anti-greenmail bylaw if the recommendations of management and the Proxy Voting Service are in agreement. If they are not in agreement, review and vote such proposals on a case-by-case basis.

 

Liquidations: Proposals on liquidations will be voted on a case-by-case basis after reviewing relevant factors including but not necessarily limited to management’s efforts to pursue other alternatives, the appraisal value of assets, and the compensation plan for executives managing the liquidation.

 

Mergers and Acquisitions: Votes on mergers and acquisitions should be considered on a case-by-case basis, generally taking into account relevant factors including but not necessarily limited to: anticipated financial and operating benefits; offer price (cost vs. premium); prospects of the combined companies; how the deal was negotiated; golden parachutes; financial benefits to current management; and changes in corporate governance and their impact on shareholder rights.

 

Poison Pills:

A.  Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

B.  Review on a case-by-case basis shareholder proposals to redeem a company’s poison pill.

C.  Review on a case-by-case basis management proposals to ratify a poison pill.

 

Reincorporation Provisions: Proposals to change a company’s domicile will be evaluated on a case-by-case basis.

 

Right to Adjourn: Vote for the right to adjourn in conjunction with a vote for a merger or acquisition or other proposal, and vote against the right to adjourn in conjunction with a vote against a merger or acquisition or other proposal.

 

Spin-offs: Votes on spin-offs will be considered on a case-by-case basis depending on relevant factors including but not necessarily limited to the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

 

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Tender Offer Defenses: Proposals concerning tender offer defenses will be evaluated on a case-by-case basis.

 

G. Shareholder Rights

 

Loomis Sayles believes that issuers have a fundamental obligation to protect the rights of their shareholders. Pursuant to its fiduciary duty to vote shares in the best interests of its clients, Loomis Sayles considers proposals relating to shareholder rights based on whether and how they affect and protect those rights.

 

Appraisal Rights: Vote for proposals to restore, or provide shareholders with, rights of appraisal.

 

Bundled Proposals: Review on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.

 

Confidential Voting: Vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: in the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived. Vote for management proposals to adopt confidential voting.

 

Counting Abstentions: Votes on proposals regarding counting abstentions when calculating vote proposal outcomes will be considered on a case-by-case basis.

 

Cumulative Voting: Vote for proposals to permit cumulative voting, except where the issuer already has in place a policy of majority voting.

 

Equal Access: Vote for shareholder proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose

 

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voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

 

Exclusive Forum Provisions: Vote against proposals mandating an exclusive forum for any shareholder lawsuits. Vote against the members of the issuer’s Governance Committee in the event of a proposal mandating an exclusive forum without shareholder approval.

 

Independent Proxy: Vote for proposals to elect an independent proxy to serve as a voting proxy at shareholder meetings.

 

Majority Voting: Vote for proposals to permit majority rather than plurality or cumulative voting for the election of directors/trustees.

 

Preemptive Rights: Votes with respect to preemptive rights generally will be voted as recommended by the Proxy Voting Service subject to the Common Stock Authorization requirements above.

 

Proxy Access: A recommendation of the Proxy Voting Service will generally be followed with regard to proposals intended to grant shareholders the right to place nominees for director on the issuer’s proxy ballot (“Proxy Access”). Vote for such proposals when they require the nominating shareholder(s) to hold, in aggregate, at least 3% of the voting shares of the issuer for at least three years, and be allowed to nominate up to 25% of the nominees. All other proposals relating to Proxy Access will be reviewed on a case-by-case basis.

 

Shareholder Ability to Alter the Size of the Board:

A.  Vote for proposals that seek to fix the size of the board.

B.  Vote against proposals that give management the ability to alter the size of the board without shareholder approval.

 

Shareholder Ability to Remove Directors:

A.  Vote against proposals that provide that directors may be removed only for cause.

B.  Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

C.  Vote for proposals to restore shareholder ability to remove directors with or without cause and proposals that permit shareholders to elect directors to fill board vacancies.

 

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Shareholder Advisory Committees: Proposals to establish a shareholder advisory committee will be reviewed on a case-by-case basis.

 

Shareholder Rights Regarding Special Meetings:

A.  Vote for proposals that set a threshold of 10% of the outstanding voting stock as a minimum percentage allowable to call a special meeting of shareholders. Vote against proposals that increase or decrease the threshold from 10%.

B.  Vote against proposals to restrict or prohibit shareholder ability to call special meetings.

 

Supermajority Shareholder Voting Requirements: Vote for all proposals to replace supermajority shareholder voting requirements with simple majority shareholder voting requirements, subject to applicable laws and regulations. Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

 

Unequal Voting Rights:

A.  Vote against dual class exchange offers and dual class recapitalizations.

B.  Vote on a case-by-case basis on proposals to eliminate an existing dual class voting structure.

 

Written Consent: Vote for proposals regarding the right to act by written consent when the Proxy Voting Service recommends a vote for the proposal. Proposals regarding the right to act by written consent where the Proxy Voting Service recommends a vote against will be sent to the Proxy Committee for determination. Generally vote against proposals to restrict or prohibit shareholder ability to take action by written consent.

 

H. Environmental and Social Matters

 

Loomis Sayles has a fiduciary duty to act in the best interests of its clients.

 

Loomis Sayles believes good corporate governance, including those practices that address ESG Matters, is essential to the effective management of a company’s financial, litigation and reputation risk, the maximization of its long-term economic performance and sustainability, and the protection of its shareholders’ best interests, including the maximization of shareholder value.

 

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Proposals on environmental and social matters cover a wide range of issues, including environmental and energy practices and their impacts, labor matters, diversity and human rights. These proposals may be voted as recommended by the Proxy Voting Service or may, in the determination of the Proxy Committee, be reviewed on a case-by-case basis if the Proxy Committee believes that a particular proposal (i) could have a material impact on an industry or the growth and sustainability of an issuer; (ii) is appropriate for the issuer and the cost to implement would not be excessive; (iii) is appropriate for the issuer in light of various factors such as reputational damage or litigation risk; or (iv) is otherwise appropriate for the issuer.

 

Loomis Sayles will consider whether such proposals are likely to enhance the value of the client’s investments after taking into account the costs involved, pursuant to its fiduciary duty to its clients.

 

Climate Reporting: Generally vote for proposals requesting the issuer produce a report, at a reasonable expense, on the issuer’s workforce diversity or equity policies and/or performance. A recommendation against such proposals by the Proxy Voting Service will be considered by the Proxy Committee.

 

Workplace Diversity Reporting: Generally vote for proposals requesting the issuer produce a report, at a reasonable expense, on the issuer’s workforce diversity or equity policies and/or performance. A recommendation against such proposals by the Proxy Voting Service will be considered by the Proxy Committee.

 

I.  General Corporate Governance

 

Loomis Sayles has a fiduciary duty to its clients with regard to proxy voting matters, including routine proposals that do not present controversial issues. The impact of proxy proposals on its clients’ rights as shareholders must be evaluated along with their potential economic benefits.

 

Changing Corporate Name: Vote for management proposals to change the corporate name.

 

Charitable and Political Contributions and Lobbying Expenditures: Votes on proposals regarding charitable contributions, political contributions, and lobbying expenditures, should be considered on a case-by-case basis. Proposals of UK issuers concerning political contributions will be voted for if the issuer states that (a) it does not intend to make any political donations or incur any expenditures in respect to any political party in the EU; and (b) the proposal is submitted to ensure that the issuer does not inadvertently breach the Political Parties, Elections and Referendums Act 2000 and sections 366 and 367 of the Companies Act 2006.

 

Delivery of Electronic Proxy Materials: Vote for proposals to allow electronic delivery of proxy materials to shareholders.

 

Disclosure of Prior Government Service: Review on a case-by-case basis all proposals to disclose a list of employees previously employed in a governmental capacity.

 

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Financial Statements: Generally, proposals to accept and/or approve the delivery of audited financial statements shall be voted as recommended by the Proxy Voting Service. In certain non-US jurisdictions where local regulations and/or market practices do not require the release of audited financial statements in advance of custodian vote deadlines (e.g., Korea), and the Proxy Voting Service has not identified any issues with the company’s past financial statements or the audit procedures used, then Loomis Sayles shall vote for such proposals.

 

Non-Material Miscellaneous Bookkeeping Proposals: A recommendation of the Proxy Voting Service will generally be followed regarding miscellaneous bookkeeping proposals of a non-material nature.

 

Ratification of Board and/or Management Acts: Generally, proposals concerning the ratification or approval of the acts of the board of directors and/or management of the issuer for the past fiscal year shall be voted as recommended by the Proxy Voting Service.

 

Reimbursement of Proxy Contest Defenses: Generally, proposals concerning all proxy contest defense cost reimbursements should be evaluated on a case-by-case basis.

 

Reimbursement of Proxy Solicitation Expenses: Proposals to provide reimbursement for dissidents waging a proxy contest should be evaluated on a case-by-case basis.

 

State Takeover Statutes: Review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

 

Technical Amendments to By-Laws: A recommendation of the Proxy Voting Service will generally be followed regarding technical or housekeeping amendments to by-laws or articles designed to bring the by-laws or articles into line with current regulations and/or laws.

 

Transaction of Other Business: Vote against proposals asking for authority to transact open-ended other business without any information provided by the issuer at the time of voting.

 

Transition Manager Ballots: Any ballot received by Loomis Sayles for a security that was held for a client by a Transition Manager prior to Loomis Sayles’ management of the client’s holdings will be considered on a case-by case basis by the Proxy Committee (without the input of any Loomis Sayles analyst or portfolio manager) if such security is no longer held in the client’s account with Loomis Sayles.

 

J.  Investment Company Matters

 

Election of Investment Company Trustees: Vote for nominees who oversee fewer than 60 investment company portfolios. Vote against nominees who oversee 60 or more investment company portfolios that invest in substantially different asset classes (e.g., if the applicable portfolios include both fixed income funds and equity funds). Vote on a case-by-case basis

 

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for or against nominees who oversee 60 or more investment company portfolios that invest in substantially similar asset classes (e.g., if the applicable portfolios include only fixed income funds or only equity funds). These policies will be followed with respect to funds advised by Loomis Sayles and its affiliates, as well as funds for which Loomis Sayles acts as subadviser and other third parties.

 

Mutual Fund Distribution Agreements: Votes on mutual fund distribution agreements should be evaluated on a case-by-case basis.

 

Investment Company Fundamental Investment Restrictions: Votes on amendments to an investment company’s fundamental investment restrictions should be evaluated on a case-by-case basis.

 

Investment Company Investment Advisory Agreements: Votes on investment company investment advisory agreements should be evaluated on a case-by-case basis.

 

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LSV Asset Management

Proxy Voting Policy

 

LSV Asset Management’s (“LSV”) proxy voting responsibilities on behalf of a client’s account are expressly stated in the applicable agreement with such client. If LSV is responsible for voting proxies, the agreement with each client will typically state whether the votes will be cast in accordance with this proxy voting policy or in accordance with the client’s proxy voting policy. In either case, LSV will make appropriate arrangements with each account custodian to have proxies forwarded on a timely basis, and will endeavor to correct delays or other problems relating to timely delivery of proxies and proxy materials to the extent it is aware of such delays or problems. If the client elects to retain proxy voting responsibility, LSV will have no involvement in the proxy voting process for that client.

 

To satisfy its fiduciary duty in making any voting determination, an investment adviser must make the determination in the best interests of the client and must not place the investment adviser’s own interests ahead of the interests of the client. In addition, with respect to Employee Retirement Income Security Act of 1974 (“ERISA”) plan clients, LSV is required to consider those factors that may affect the value of the client’s investment and may not subordinate the interests of the participants and beneficiaries in their retirement income or financial benefits under the plan to any other objective, or promote benefits or goals unrelated to those financial interests of the plan’s participants and beneficiaries.

 

In general, LSV’s quantitative investment process does not provide output or analysis that would be functional in analyzing proxy issues. As a result, LSV does not consider proxy voting to be a material factor in its investment strategy or results. LSV, therefore, has retained an expert independent third party to assist in proxy voting, currently Glass Lewis & Co. (“GLC”). LSV’s selection of GLC was made after careful consideration of GLC’s proxy voting services, including related voting policies and expertise. GLC implements LSV’s proxy voting process, develops proxy voting guidelines, and provides analysis of proxy issues on a case-by-case basis. Where LSV has been responsible for voting proxies for a client, LSV votes in accordance with GLC’s standard guidelines, as updated from time to time, which can be found at https://www.glasslewis.com/guidelines. For new clients who wish to make LSV responsible for voting proxies, LSV intends to vote in accordance with GLC’s climate guidelines, as updated from time to time, which are described by GLC at http://glasslewis.com/climate-policy, and which may be obtained from LSV and applied to existing clients’ accounts upon request. LSV describes available GLC guidelines to clients on at least an annual basis. Those guidelines generally are aligned with LSV’s investment goals, and LSV’s use of GLC, therefore, is not a delegation of LSV’s fiduciary obligation to vote proxies for clients. GLC’s guidelines have been developed based on, among other things, GLC’s focus on facilitating shareholder voting in favor of governance structures that drive performance and create shareholder value. LSV believes that GLC’s guidelines are reasonably designed to ensure that proxies are voted in the best interests of LSV’s clients. Although it is expected to be rare, LSV reserves the right to vote issues contrary to, or issues not covered by, GLC’s guidelines when LSV believes it is in the best interests of the client and LSV does not have a material conflict of interest. In certain circumstances, clients are permitted to direct their vote in a particular solicitation. Direction from a client on a particular proxy vote will take precedence over GLC’s guidelines. Where the client has engaged LSV to vote proxies and has also provided proxy voting guidelines to LSV, those guidelines will be followed with the assistance of GLC.

 

GLC assists LSV with voting execution, including through an electronic vote management system that allows GLC to: (1) populate each client’s votes shown on GLC’s electronic voting platform with GLC’s recommendations under applicable guidelines (“pre-population”); and (2) automatically submit the client’s votes to be counted (“automated voting”). There will likely be circumstances where, before the submission deadline for proxies to be voted at the shareholder meeting, an issuer intends to file or has filed additional soliciting materials with the SEC regarding a matter to be voted upon. It is possible in such circumstances that LSV’s use of pre-population and automated voting could result in votes being cast that do not take into account such additional information. In order to address this concern, GLC actively monitors information sources for supplemental or updated information and has in place a system to allow for issuer feedback on its voting recommendations. Such updated information and feedback is considered by GLC and voting recommendations are modified as appropriate. LSV’s pre-populated votes would then also be automatically updated. GLC’s processes in this area are part of LSV’s review of their services as described below.

 

LSV conducts a number of periodic reviews to seek to ensure votes are cast in accordance with this policy and applicable GLC guidelines. In addition, on a semi-annual basis, LSV requires GLC to, among other things, provide confirmations regarding its policies and procedures and reporting on any changes to such policies and procedures. As part of such semi-annual process, LSV also obtains information regarding the capacity and competency of GLC to provide proxy advisory services to LSV.

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In the voting process, conflicts can arise between LSV’s interests and that of its clients, or between clients’ interests due to each client’s objectives. In such situations, LSV will continue to vote the proxies in accordance with the recommendations of GLC based on each client’s applicable guidelines. A written record will be maintained explaining the reasoning for the vote recommendation. LSV also monitors GLC’s conflicts of interest policies and procedures on a periodic basis.

 

LSV may be unable or may choose not to vote proxies in certain situations. For example, and without limitation, LSV may refrain from voting a proxy if (i) the cost of voting the proxy exceeds the expected benefit to the client, (ii) LSV is not given enough time to process the vote, (iii) voting the proxy requires the security to be “blocked” or frozen from trading or (iv) it is otherwise impractical or impossible to vote the proxy, such as in the case of voting a foreign security that must be cast in person.

 

Clients may receive a copy of this proxy voting policy and LSV’s voting record for their account by request. In addition, clients are sent a copy of their respective guidelines and a summary of other available options on an annual basis and may elect to change their guidelines at any time. LSV will additionally provide any mutual fund for which LSV acts as adviser or sub-adviser, a copy of LSV’s voting record for the fund so that the fund may fulfill its obligation to report proxy votes to fund shareholders.

 

LSV may modify this policy and use of GLC from time to time.

 

Recordkeeping

 

LSV will retain:

  1. Copies of its proxy voting policies and procedures.
  2. A copy of each proxy statement received regarding client securities (maintained by the proxy voting service and/or available on EDGAR).
  3. A record of each vote cast on behalf of a client (maintained by the proxy voting service).
  4. A copy of any document created that was material to the voting decision or that memorializes the basis for that decision (maintained by the proxy voting service).
  5. A copy of clients’ written requests for proxy voting information and a copy of LSV’s written response to a client’s request for proxy voting information for the client’s account.

 

LSV will ensure that it may obtain access to the proxy voting service’s records promptly upon LSV’s request.

 

The above listed information is intended to, among other things, enable clients to review LSV’s proxy voting procedures and actions taken in individual proxy voting situations.

 

LSV will maintain required materials in an easily accessible place for not less than five years from the end of the fiscal year during which the last entry took place.

 

Consideration of Environmental, Social and Governance Factors

 

LSV became a signatory to the Principles for Responsible Investment (“PRI”) in April 2014. GLC is also a signatory to the PRI. The PRI provides a framework, through its six principles, for consideration of environmental, social and governance (“ESG”) factors in portfolio management and investment decision-making. The six principles ask an investment manager, to the extent consistent with its fiduciary duties, to seek to: (1) incorporate ESG issues into investment analysis and decision-making processes; (2) be an active owner and incorporate ESG issues into its ownership policies and practices; (3) obtain appropriate disclosure on ESG issues by the entities in which it invests; (4) promote acceptance and implementation of the PRI principles within the investment industry; (5) work to enhance its effectiveness in implementing the PRI principles; and (6) report on its activities and progress toward implementing the PRI principles. Voting in favor of effective disclosure and governance of ESG issues is incorporated into GLC’s standard guidelines, as well as a supplement GLC maintains for shareholder initiatives. GLC’s climate guidelines are substantially similar, but go further to encourage enhanced disclosure of climate-related governance measures, risk mitigation, and metrics or targets. Through utilizing these GLC guidelines, LSV incorporates ESG issues into its proxy voting decision-making processes. Further, through GLC, LSV is able to offer ESG-focused guidelines that include an additional level of analysis on behalf of clients seeking to vote to encourage company actions that are consistent with widely-accepted enhanced ESG practices.

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MASSACHUSETTS FINANCIAL SERVICES COMPANY

 

PROXY VOTING POLICIES AND PROCEDURES

 

January 1, 2022

 

Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, MFS Investment Management (Canada) Limited, MFS Investment Management Company (Lux) S.à r.l., MFS International Singapore Pte. Ltd., MFS Investment Management K.K., MFS International Australia Pty. Ltd.; and MFS’ other subsidiaries that perform discretionary investment management activities (collectively, “MFS”) have adopted proxy voting policies and procedures, as set forth below (“MFS Proxy Voting Policies and Procedures”), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the pooled investment vehicles sponsored by MFS (the “MFS Funds”). References to “clients” in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.

 

  The MFS Proxy Voting Policies and Procedures include:
   
  A. Voting Guidelines;
     
  B. Administrative Procedures;
     
  C. Records Retention; and
     
  D. Reports.

 

A. VOTING GUIDELINES

 

  1. General Policy; Potential Conflicts of Interest

 

MFS’ policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in the interests of any other party or in MFS’ corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships.

 

MFS reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote.

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As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients.

 

While MFS generally votes consistently on the same matter when securities of an issuer are held by multiple client portfolios, MFS may vote differently on the matter for different client portfolios under certain circumstances. One reason why MFS may vote differently is if MFS has received explicit voting instructions to vote differently from a client for its own account. Likewise, MFS may vote differently if the portfolio management team responsible for a particular client account believes that a different voting instruction is in the best long-term economic interest of such account.

 

From time to time, MFS may receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these MFS Proxy Voting Policies and Procedures and revises them as appropriate, in MFS’ sole judgment.

 

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS’ clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and D below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.

 

At MFS, we seek to achieve our clients’ long-term economic objectives by responsibly allocating their capital. We believe that practicing good stewardship in the exercise of our ownership activities, including the integration of environmental, social and governance (“ESG”) factors into our proxy voting activities, is an essential component of this purpose. For this reason, MFS participates in organizations, engagements or other collaborative industry efforts to enhance our knowledge of specific ESG issues or to further ESG-related initiatives (e.g., the Principles for Responsible Investment, Net Zero Asset Managers Initiative, Climate Action 100+, ShareAction etc.). In developing these guidelines and in conducting our ownership activities, MFS considers ESG issues in light of its fiduciary obligation to vote proxies in the best long-term economic interest of its clients.

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  2. MFS’ Policy on Specific Issues

 

Election of Directors at U.S. Issuers

 

MFS believes that good governance should be based on a board with at least a simple majority of directors who are “independent” of management, and whose key committees (e.g., compensation, nominating, and audit committees) consist entirely of “independent” directors. While MFS generally supports the board’s nominees in uncontested or non-contentious elections, we will not support a nominee to a board of a U.S. issuer (or issuer listed on a U.S. exchange) if, as a result of such nominee being elected to the board, the board would consist of a simple majority of members who are not “independent” or, alternatively, the compensation, nominating (including instances in which the full board serves as the compensation or nominating committee) or audit committees would include members who are not “independent.” Likewise, we will evaluate nominees for a board of a U.S. issuer with a lead independent director whose overall tenure on the board exceeds twenty (20) years on a case-by-case basis.

 

MFS will also not support a nominee to a board if we can determine that he or she attended less than 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials or other company communications. In addition, MFS may not support some or all nominees standing for re-election to a board if we can determine: (1) the board or its compensation committee has re-priced or exchanged underwater stock options since the last annual meeting of shareholders and without shareholder approval; (2) the board or relevant committee has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; (3) the board has implemented a poison pill without shareholder approval since the last annual meeting and such poison pill is not on the subsequent shareholder meeting’s agenda (including those related to net-operating loss carry-forwards); (4) the board or relevant committee has failed to adequately oversee risk by allowing the hedging and/or significant pledging of company shares by executives; or (5) there are governance concerns with a director or issuer (including a failure by the board to take action to eliminate shareholder unfriendly provisions in the issuer’s charter documents).

 

MFS also believes that a well-balanced board with diverse perspectives is a foundation for sound corporate governance. MFS will generally vote against the chair of the nominating and governance committee or equivalent position at any U.S. company whose board is comprised of less than 20% female directors. MFS may consider, among other factors, whether the company is transitioning towards increased board gender diversity in determining MFS’ final voting decision. Because we believe that a board with diverse perspectives is a foundation for good governance, we may increase the minimum percentage of gender diverse directors on company boards and/or expand our policy to consider factors beyond gender to enhance diverse perspectives of a board, including race, ethnicity or geographical location.

 

MFS believes that the size of the board can have an effect on the board’s ability to function efficiently. While MFS evaluates board size on a case-by-case basis, we will typically vote against the chair of the nominating and governance committee in instances where the size of the board is greater than sixteen (16) members.

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For a director who is not a CEO of a public company, MFS will vote against a nominee who serves on more than four (4) public company boards in total. For a director who is also a CEO of a public company, MFS will vote against a nominee who serves on more than two (2) public company boards in total. MFS may consider exceptions to this policy if: (i) the company has disclosed the director’s plans to step down from the number of public company boards exceeding four (4) or two (2), as applicable, within a reasonable time; or (ii) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary), or service on more than one investment company within the same investment company complex (as defined by applicable law). With respect to a director who serves as a CEO of a public company, MFS will support his or her re-election to the board of the company for which he or she serves as CEO.

 

MFS may not support certain board nominees of U.S. issuers under certain circumstances where MFS deems compensation to be egregious due to pay-for-performance issues and/or poor pay practices. Please see the section below titled “MFS’ Policy on Specific Issues - Advisory Votes on Executive Compensation” for further details.

 

 

Proxy Contests

 

From time to time, a shareholder may express alternative points of view in terms of a company’s strategy, capital allocation, or other issues. Such a shareholder may also propose a slate of director nominees different than the slate of director nominees proposed by the company (a “Proxy Contest”). MFS will analyze Proxy Contests on a case-by-case basis, taking into consideration the track record and current recommended initiatives of both company management and the dissident shareholder(s). Like all of our proxy votes, MFS will support the slate of director nominees that we believe is in the best, long-term economic interest of our clients.

 

Majority Voting and Director Elections

 

MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections) (“Majority Vote Proposals”).

 

Classified Boards

 

MFS generally supports proposals to declassify a board (i.e., a board in which only one-third of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.

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Proxy Access

 

MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the company’s proxy statement (“Proxy Access”) may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, we support Proxy Access proposals at U.S. issuers that establish an ownership criteria of 3% of the company held continuously for a period of 3 years. In our view, such qualifying shareholders should have the ability to nominate at least 2 directors. Companies should be mindful of imposing any undue impediments within its bylaws that may render Proxy Access impractical, including re-submission thresholds for director nominees via Proxy Access.

 

MFS analyzes all other proposals seeking Proxy Access on a case-by-case basis. In its analysis, MFS will consider the proposed ownership criteria for qualifying shareholders (such as ownership threshold and holding period) as well as the proponent’s rationale for seeking Proxy Access.

 

Stock Plans

 

MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or that could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poor’s 100 index as of December 31 of the previous year. In the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote its shares on a case-by-case basis.

 

MFS also opposes stock option programs that allow the board or the compensation committee to re-price underwater options or to automatically replenish shares without shareholder approval. MFS also votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give “free rides” on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted. MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.

 

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

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Shareholder Proposals on Executive Compensation

 

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. However, MFS also recognizes that certain executive compensation practices can be “excessive” and not in the best, long-term economic interest of a company’s shareholders. We believe that the election of an issuer’s board of directors (as outlined above), votes on stock plans (as outlined above) and advisory votes on pay (as outlined below) are typically the most effective mechanisms to express our view on a company’s compensation practices.

 

MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a company’s performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a “change-in-control” (e.g., single or modified single-trigger).

 

Advisory Votes on Executive Compensation

 

MFS will analyze advisory votes on executive compensation on a case-by-case basis. MFS will vote against an issuer’s executive compensation practices if MFS determines that such practices are excessive or include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a company’s shareholders. MFS will vote in favor of executive compensation practices if MFS has not determined that these practices are excessive or that the practices include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a company’s shareholders. Examples of excessive executive compensation practices or poorly aligned incentives may include, but are not limited to, a pay-for-performance disconnect, a set of incentive metrics or a compensation plan structure that MFS believes may lead to a future pay-for-performance disconnect, employment contract terms such as guaranteed bonus provisions, unwarranted pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, significant perquisites, or the potential reimbursement of excise taxes to an executive in regards to a severance package. In cases where MFS (i) votes against consecutive advisory pay votes, or (ii) determines that a particularly egregious excessive executive compensation practice has occurred, then MFS may also vote against certain or all board nominees. MFS may also vote against certain or all board nominees if an advisory pay vote for a U.S. issuer is not on the

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agenda, or the company has not implemented the advisory vote frequency supported by a plurality/majority of shareholders.

 

MFS generally supports proposals to include an advisory shareholder vote on an issuer’s executive compensation practices on an annual basis.

 

“Golden Parachutes”

 

From time to time, MFS may evaluate a separate, advisory vote on severance packages or “golden parachutes” to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will support an advisory vote on a severance package on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.

 

Shareholders of companies may also submit proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer’s annual compensation that is not determined in MFS’ judgment to be excessive.

 

Anti-Takeover Measures

 

In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from “poison pills” and “shark repellents” to super-majority requirements.

 

While MFS may consider the adoption of a prospective “poison pill” or the continuation of an existing “poison pill” on a case-by-case basis, MFS generally votes against such anti-takeover devices. MFS generally votes for proposals to rescind existing “poison pills” and proposals that would require shareholder approval to adopt prospective “poison pills.” MFS will also consider, on a case-by-case basis, proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

 

MFS will consider any poison pills designed to protect a company’s net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates.

 

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Reincorporation and Reorganization Proposals

 

When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is not in the best long-term economic interests of its clients, then MFS may vote against management (e.g., the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).

 

Issuance of Stock

 

There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under “Stock Plans,” when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g., by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a “blank check”) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted.

 

Repurchase Programs

 

MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

 

Cumulative Voting

 

MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS’ clients as minority shareholders.

 

Written Consent and Special Meetings

 

The right to call a special meeting or act by written consent can be a powerful tool for shareholders. As such, MFS generally supports proposals requesting the right for shareholders who hold at least 10% of the issuer’s outstanding stock to call a special meeting and proposals requesting the right for shareholders to act by written consent.

 

Independent Auditors

 

MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the board’s selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a company’s audit firm or prohibit any non-audit services by a

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company’s auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company’s auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company’s auditor for specific pieces of non-audit work in the limited situations permitted under current law.

 

Other Business

 

MFS generally votes against “other business” proposals as the content of any such matter is not known at the time of our vote.

 

Adjourn Shareholder Meeting

 

MFS generally supports proposals to adjourn a shareholder meeting if we support the other ballot items on the meeting’s agenda. MFS generally votes against proposals to adjourn a meeting if we do not support the other ballot items on the meeting’s agenda.

 

Environmental, Social and Governance (“ESG”) Issues

 

MFS believes that a company’s ESG practices may have an impact on the company’s long-term economic financial performance and will generally support proposals relating to ESG issues that MFS believes are in the best long-term economic interest of the company’s shareholders. We have adopted guidelines, set forth below, that govern how we generally will vote on certain ESG-related proposals. However, MFS may not support a proposal if we believe that the proposal is unduly costly, restrictive, or burdensome or if the company already provides publicly available information that we believe is sufficient to enable shareholders to evaluate the potential opportunities and risks that the subject matter of the proposal poses to the company’s operations, sales and capital investments. For those ESG proposals for which a specific policy has not been adopted, MFS considers such ESG proposals on a case-by-case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the company’s shareholders. As a result, MFS may vote similar proposals differently at various shareholder meetings based on the specific facts and circumstances of such proposal.

 

MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. In addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the company’s use of collateral in derivatives trading.

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MFS typically supports proposals for an independent board chairperson if there is not an appropriate and effective counter-balancing leadership structure in place (e.g., a strong, independent lead director with an appropriate level of powers and duties). Where there is a strong, independent lead director, we will evaluate such proposals on a case-by-case basis.

 

Because we believe future investment returns are likely to be impacted by climate change and policies designed to combat it, we expect our companies to develop a climate plan to reduce their emissions in line with the Paris Agreement. As such, we generally support proposals requesting that a company (i) provide climate disclosure that is consistent with the recommendations of a generally accepted global framework (e.g., Task Force on Climate-related Financial Disclosures), that is appropriately audited and that is presented in a way that enables shareholders to assess and analyze the company’s data, and (ii) develop, disclose and implement an emissions reduction plan aligned with the Paris Agreement. MFS will analyze all other environmental proposals, including proposals requesting that an issuer take actions towards a specified environmental goal, on a case-by-case basis.

 

MFS will analyze social proposals, including proposals on diversity, equity and inclusion (“DEI”) matters, on a case-by-case basis. Generally, MFS will support shareholder proposals that (i) seek to amend a company’s equal employment opportunity policy to prohibit discrimination based on sexual orientation and gender identity; (ii) request additional disclosure regarding a company’s political contributions (including trade organizations and lobbying activity), and (iii) request more employee-related DEI disclosure .

 

The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g., state pension plans) are voted with respect to ESG issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

 

Global Issuers (ex-U.S.)

 

MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded; (4) since the last annual meeting, the board has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; or (5) there are performance and/or governance concerns with a director or issuer (including a failure by the board to take action to eliminate shareholder unfriendly provisions in the issuer’s charter documents). In such circumstances, we may vote against director nominee(s).

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Because MFS believes that a well-balanced board with diverse perspectives is a foundation for sound corporate governance, MFS will generally vote against the chair of the nominating and governance committee or equivalent position at any Canadian, European or Australian company whose board is comprised of less than 20% female directors. MFS may consider, among other factors, whether the company is transitioning towards increased board gender diversity in determining MFS’ final voting decision. While MFS’ guideline currently pertains to Canadian, European and Australian companies (as well as U.S. companies), we generally believe greater female representation on boards is needed globally. As a result, we may expand our policy to other markets to reinforce this expectation. Additionally, we may increase the minimum percentage of gender diverse directors on company boards and/or expand our policy to consider factors beyond gender to enhance diverse perspectives of a board including race, ethnicity or geographical location.

 

Also, certain markets have adopted best practice guidelines relating to corporate governance matters (e.g., the United Kingdom’s and Japan Corporate Governance Codes). Many of these guidelines operate on a “comply or explain” basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. While we incorporate market best practice guidelines and local corporate governance codes into our decision making for certain issuers, we may apply additional standards than those promulgated in a local market if we believe such approach will advance market best practices. Specifically, in the Japanese market we will generally vote against certain director nominees where the board is not comprised of at least one-third independent directors as determined by MFS in its sole discretion. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.

 

MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent.

 

Some markets have also adopted mandatory requirements for all companies to hold shareholder votes on executive compensation. MFS will vote against such proposals if MFS determines that a company’s executive compensation practices are excessive, considering such factors as the specific market’s best practices that seek to maintain appropriate pay-for-performance alignment and to create long-term shareholder value. We may alternatively submit an abstention vote on such proposals in circumstances where our executive compensation concerns are not as severe.

 

Many other items on proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs (absent any anti-takeover or other concerns). MFS will evaluate all other items on proxies for companies in the context of the guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision. For any

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ballot item where MFS wishes to express a more moderate level of concern than a vote of against, we will cast a vote to abstain.

 

In accordance with local law or business practices, some companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g., one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g., in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

 

From time to time, governments may impose economic sanctions which may prohibit us from transacting business with certain companies or individuals. These sanctions may also prohibit the voting of proxies at certain companies or on certain individuals. In such instances, MFS will not vote at certain companies or on certain individuals if it determines that doing so is in violation of the sanctions.

 

In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.

 

Mergers, Acquisitions & Other Special Transactions

 

MFS considers proposals with respect to mergers, acquisitions, sale of company assets, share and debt issuances and other transactions that have the potential to affect ownership interests on a case-by-case basis.

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B. ADMINISTRATIVE PROCEDURES

 

  1. MFS Proxy Voting Committee

 

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment and Client Support Departments as well as members of the investment team. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:

 

  a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;
     
  b. Determines whether any potential material conflict of interest exists with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g., mergers and acquisitions);
     
  c. Considers special proxy issues as they may arise from time to time; and
     
  d. Determines engagement priorities and strategies with respect to MFS’ proxy voting activities

 

  2. Potential Conflicts of Interest

 

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS’ clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders.1 Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS’ client activities. If an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS’ voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.

 

In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election

 

 

 

1 For clarification purposes, note that MFS votes in what we believe to be the best, long-term economic interest of our clients entitled to vote at the shareholder meeting, regardless of whether other MFS clients hold “short” positions in the same issuer or whether other MFS clients hold an interest in the company that is not entitled to vote at the shareholder meeting (e.g., bond holder).

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of directors or advisory pay or severance package vote, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst (e.g., mergers and acquisitions); (collectively, “Non-Standard Votes”); the MFS Proxy Voting Committee will follow these procedures:

 

  a. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the “MFS Significant Distributor and Client List”);
     
  b. If the name of the issuer does not appear on the MFS Significant Distributor and Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;
     
  c. If the name of the issuer appears on the MFS Significant Distributor and Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee (with the participation of MFS’ Conflicts Officer) will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in MFS’ corporate interests; and
     
  d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuer’s relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS’ clients, and not in MFS’ corporate interests.  A copy of the foregoing documentation will be provided to MFS’ Conflicts Officer.

 

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS’ distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.

 

For instances where MFS is evaluating a director nominee who also serves as a director/trustee of the MFS Funds, then the MFS Proxy Voting Committee will adhere to the procedures described in section (d) above regardless of whether the portfolio company appears on our Significant Distributor and Client List.

 

If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, Inc. or any of its affiliates (collectively “Sun Life”), MFS will cast a vote on behalf of such MFS client as such client instructs or in the event that a client instruction is unavailable pursuant to the recommendations of Institutional Shareholder Services, Inc.’s (“ISS”) benchmark policy, or as required by law. Likewise, if an MFS client has the right to vote on a matter submitted to shareholders by a public company for which an MFS Fund director/trustee serves as an executive officer, MFS will cast a vote on behalf of such MFS

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client as such client instructs or in the event that client instruction is unavailable pursuant to the recommendations of ISS or as required by law.

 

Except as described in the MFS Fund’s Prospectus, from time to time, certain MFS Funds (the “top tier fund”) may own shares of other MFS Funds (the “underlying fund”). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier fund’s best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS (excluding those vehicles for which MFS’ role is primarily portfolio management and is overseen by another investment adviser), MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.

 

  3. Gathering Proxies

 

Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS’ clients, usually to the client’s proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuer’s explanation of the items to be voted upon.

 

MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (“Glass Lewis”; Glass Lewis and ISS are each hereinafter referred to as the “Proxy Administrator”).

 

The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrator’s system by an MFS holdings data-feed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders’ meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.

 

It is the responsibility of the Proxy Administrator and MFS to monitor the receipt of ballots. When proxy ballots and materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrator’s on-line system. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a company’s stock and the number of shares held on the record date by these accounts with the Proxy Administrator’s list of any upcoming shareholder’s meeting of that company. If a proxy ballot has not been received, the Proxy Administrator contacts the custodian requesting the reason as to why a ballot has not been received.

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  4. Analyzing Proxies

 

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. In these circumstances, if the Proxy Administrator, based on MFS’ prior direction, expects to vote against management with respect to a proxy matter and MFS becomes aware that the issuer has filed or will file additional soliciting materials sufficiently in advance of the deadline for casting a vote at the meeting, MFS will consider such information when casting its vote. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee or its representatives considers and votes on those proxy matters. In analyzing all proxy matters, MFS uses a variety of materials and information, including, but not limited to, the issuer’s proxy statement and other proxy solicitation materials (including supplemental materials), our own internal research and research and recommendations provided by other third parties (including research of the Proxy Administrator). As described herein, MFS may also determine that it is beneficial in analyzing a proxy voting matter for members of the Proxy Voting Committee or its representatives to engage with the company on such matter. MFS also uses its own internal research, the research of Proxy Administrators and/or other third party research tools and vendors to identify (i) circumstances in which a board may have approved an executive compensation plan that is excessive or poorly aligned with the portfolio company’s business or its shareholders, (ii) environmental, social and governance proposals that warrant further consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS Fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize our own internal research and research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

 

For certain types of votes (e.g., mergers and acquisitions, proxy contests and capitalization matters), the MFS Proxy Voting Committee or its representatives will seek a recommendation from the MFS investment analyst and/or portfolio managers.2 For certain other votes that require a case-by-case analysis per the MFS Proxy Policies (e.g., potentially excessive executive compensation issues, or certain shareholder proposals), the MFS Proxy Voting Committee or its representatives will likewise consult with MFS investment analysts and/or portfolio managers.2 However, the MFS Proxy Voting Committee will ultimately be responsible for the manner in which all proxies are voted.

 

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in

 

 

2 From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst may not be available to provide a vote recommendation. If such a recommendation cannot be obtained within a reasonable time prior to the cut-off date of the shareholder meeting, the MFS Proxy Voting Committee may determine to abstain from voting.

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the best long-term economic interests of MFS’ clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

 

  5. Voting Proxies

 

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee or its representatives may review and monitor the votes cast by the Proxy Administrator on behalf of MFS’ clients.

 

For those markets that utilize a “record date” to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.

 

  6. Securities Lending

 

From time to time, certain MFS Funds may participate in a securities lending program.  In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meeting’s record date so that MFS will be entitled to vote these shares.  However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.

 

  7. Engagement

 

The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS’ clients and the companies in which MFS’ clients invest. MFS may determine that it is appropriate and beneficial to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on the company’s proxy statement that are of concern to shareholders, including environmental, social and governance matters. A company or shareholder may also seek to engage with members of the MFS Proxy Voting Committee or proxy voting team in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals. The MFS Proxy Voting Committee establishes proxy voting engagement goals and priorities for the year. For further information on requesting engagement with MFS on proxy voting issues or information about MFS’ engagement

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priorities, please visit www.mfs.com and refer to our most recent proxy season preview and engagement priorities report.

 

  C. RECORDS RETENTION

 

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees of the MFS Funds for the period required by applicable law. Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator’s system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company’s proxy issues, are retained as required by applicable law.

 

  D. REPORTS

 

U.S. Registered MFS Funds

 

MFS publicly discloses the proxy voting records of the U.S. registered MFS Funds on a quarterly basis. MFS will also report the results of its voting to the Board of Trustees of the U.S. registered MFS Funds. These reports will include: (i) a summary of how votes were cast (including advisory votes on pay and “golden parachutes”); (ii) a summary of votes against management’s recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines; (vi) a review of our proxy engagement activity; (vii) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful; and (viii) as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees of the U.S. registered MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

 

Other MFS Clients

 

MFS may publicly disclose the proxy voting records of certain other clients (including certain MFS Funds) or the votes it casts with respect to certain matters as required by law. A report can also be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.

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Firm-wide Voting Records

 

MFS also publicly discloses its firm-wide proxy voting records on a quarterly basis.

 

Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regards to environmental, social or governance issues.

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Polen Capital Management, LLC

 

Proxy Voting Disclosure

 

Polen Capital Management, LLC and/or Polen Capital UK LLP (collectively, the “Firm” or “Polen Capital”) will accept discretionary authority over a client’s proxy if the Firm has discretionary authority over the client’s advisory account and the advisory contract does not expressly state that the Firm will not be voting proxies, or the client does not retain voting authority. The Firm currently has client accounts over which it has proxy voting authority.

 

The Firm exercises proxy voting to fulfill its fiduciary duty and directly influence corporate policy in a way that the Firm believes will maximize shareholder value. The investment teams are responsible for proxy voting and undertake review and consideration of all proxy votes for governance matters and shareholder proposal issues.

 

The Firm utilizes a third-party service provider (currently Institutional Shareholder Services or “ISS”) for research and recommendations on proxy issues facilitating the processing of the Firm’s ultimate selections for each proxy vote. The Firm specifically uses ISS’s Sustainability Voting Guidelines currently, which we believe generally supports positive corporate ESG actions that promote practices that present new opportunities or mitigate related financial and reputational risks.

 

In voting proxies, the Firm currently consults ISS’s Sustainability Voting Guidelines but makes an independent decision for each vote. If the Firm disagrees with ISS’s recommendation, the reasons are documented internally.

 

Additional information about ISS and the ISS Sustainability Voting Guidelines is available at http://www.issgovernance.com/policy.

 

The Chief Compliance Officer of Polen Capital has been delegated the authority for ensuring voting decisions are documented in accordance with these policies and ensuring there are processes in place to facilitate the voting of proxies in a timely manner.

 

Polen Capital relies on ISS to maintain proxy statements and records of proxy votes cast and can provide a client with an annual proxy voting summary upon request. The Chief Compliance Officer of Polen Capital maintains a list of those companies which issue publicly traded securities and with which the Firm (or its affiliates) has such a relationship that proxies presented with respect to those companies may be perceived to give rise to a conflict of interest between the Firm and its clients. Examples of such a relationship include:

• Companies affiliated with directors, or immediate family members of directors of the Firm or of affiliates of the Firm;

• Companies affiliated with officers, or immediate family members of officers of the Firm or of affiliates of the Firm; and

Companies that maintain significant business relationships with the Firm or of affiliates of the Firm, or with which the Firm or an affiliate of the Firm is actively seeking a significant business relationship.

 

In addition, any proxy vote that would result in increased compensation to the Firm or an affiliate due to increased or additional fees or other charges to be paid by the client, would also be considered a vote where the Firm has a conflict of interest. The Chief Compliance Officer of Polen Capital will determine, based on a review of the issues raised by the conflict of interest, the nature of the potential conflict and, most importantly, given the Firm’s commitment to voting proxies in the best interests of client accounts, how the proxy will be handled. The Chief Compliance Officer will perform one of the following duties as a result:

1. Disclose the conflict to the client(s), providing sufficient information regarding the matter and the nature of the Firm’s conflict, and obtaining consent before voting;

2. Employ ISS to advise in the voting of the proxy;

3. Employ ISS to vote the proxy on behalf of the Firm and its clients; or

4. Decline to vote the proxy because of the cost of addressing the potential conflict of interest is greater than the benefit to the clients of voting the proxy.

To request a copy of how a proxy was voted, please contact compliance@polencapital.com.

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RIVER ROAD ASSET MANAGEMENT, LLC

 

UPDATED JANUARY 31, 2022

 

Proxy Voting

 

Policy. River Road Asset Management, LLC’s (“River Road”) exercises discretionary voting authority over proxies issued on securities held in client accounts unless the client has explicitly reserved voting authority. River Road, as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for client securities consistent with the best economic interests of the clients. River Road maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting. River Road has established the Proxy Voting Policy Committee for establishing voting guidelines and reviewing proxy related issues. River Road’s Compliance Department oversees the operational and procedural aspects of the proxy voting process. Additionally, to help discharge its duties, River Road uses Glass Lewis & Co. (“Glass Lewis”) as its voting agent. Glass Lewis performs the following services:

 

  provides analysis of proxy proposals,
  tracks and receives proxies for which River Road clients are entitled to vote,
  votes the proxies as directed by River Road; and,
  compiles and provides client voting records.

 

Voting Process. River Road will generally instruct Glass Lewis to vote proxies pursuant to guidelines adopted by the Proxy Voting Policy Committee at the beginning of each year. If the Glass Lewis/River Road policy recommendation and the management recommendation for all votes on a ballot are the same, the Compliance Department will typically vote accordingly. There are limited instances where River Road has (and may in the future) vote differently from the policy and management recommendation.

 

For each instance when Glass Lewis recommended vote contradicts the recommendation of management, the primary analyst assigned to the stock consults with the relevant portfolio manager(s) and reviews the proposal and the respective arguments of management and Glass Lewis. The analyst and portfolio manager(s) then recommend voting the issue in the way River Road believes is most beneficial to shareholder value. If this vote decision is different than River Road’s policy recommendation (i.e., the Glass Lewis recommendation in most instances), the rationale is documented and a member of River Road’s ESG team and compliance team reviews and approves the rationale before submitting the final vote.

 

For a period, the Proxy Voting Policy Committee has determined that ballots for non-U.S. companies will typically receive an individual voting review in all instances. This will help identify differences between Glass Lewis’ policy for various countries to identify an approach more like U.S. voting going forward. If the vote decision goes against the Glass Lewis recommendation, an ESG review is completed.

 

Conflicts of Interest. River Road has eliminated most conflicts of interest by using an independent third party (Glass Lewis) that votes pursuant to the guidelines adopted by the Proxy Voting Policy Committee or in accordance with River Road’s direction based on the above process. Additionally, River Road’s voting process of voting with Glass Lewis/River Road policy recommendation and requiring the compliance department signoff if voting differently addresses any potential conflict of River Road voting shares for a public company that is also a River Road client or an affiliate of a River Road client. In cases where River Road believes there may be an actual or perceived conflict of interest, River Road requires additional steps that may include the following:

 

i.   documenting the potential conflict of interest;
     
 
ii.   obtaining the prior approval of the Chief Investment Officer and the Chief Compliance Officer;
 
     
iii.   obtaining Proxy Voting Policy Committee review or approval;
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iv.   deferring to the voting recommendation of a third party;
v.   voting pursuant to client direction (following disclosure of the conflict);
vi.   abstaining from voting;
vii.   voting reflectively (in the same proportion and manner as other shareholders); or,
viii.   taking such other action as necessary to protect the interests of clients.
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Schroder Investment management North America Inc. and Schroder Investment Management North American Ltd.

Proxy Voting Summary

SIMNA Inc. treats the voting of proxies as an important part of its management of client assets. It votes proxies in a manner that it deems most likely to protect and enhance the longer-term value of the security as an asset to the account.

SIMNA Inc. has a Proxy Committee consisting of investment professionals and other officers which is responsible for ensuring compliance with its proxy voting policy. That committee includes input from all offices including affiliated advisers. The actual voting of proxies is carried out by Schroder Investment Management Ltd., the UK affiliate of SIMNA Inc. When voting proxies, SIMNA Inc. and its affiliates follow the Environmental, Social and Governance Policy (the “Policy”). The Policy sets forth positions on recurring issues and criteria for addressing nonrecurring issues. The Proxy Committee exercises oversight to assure that proxies are voted in accordance with the Policy and that any votes inconsistent with the Policy are documented.

 

SIMNA Inc. uses proxy research from third party service providers. It considers their recommendations for voting on particular proxy proposals. SIMNA Inc. bears ultimate responsibility for proxy voting decisions. Occasionally, proxy voting proposals will raise conflicts between SIMNA Inc.’s interests and those of its clients. Those conflicts are managed in accordance with the procedures set out in the Policy.

 

If SIMNA Inc. receives a proxy relating to an issuer that raises a material conflict of interest, the proxy is voted after review by the Global Head of Equities. The proxy will be voted as follows:

If a proposal or aspect of the meeting business is specifically addressed by the Policy, SIMNA Inc. will vote or act in accordance with the Policy unless it considers it is in the best interests of clients to depart from the Policy. In that case or if the proposal or meeting business is not specifically covered by the Policy, SIMNA Inc. may vote or act as it determines to be in the best interest of clients, provided that such vote or action would be against its own interest in the matter
If SIMNA Inc. believes it should vote in a way that may also benefit, or be perceived to benefit, its own interest, then SIMNA Inc. will either (a) vote in accordance with the recommendations of a third party (which will be the supplier of the firm’s proxy voting processing and research service); or (b) obtain approval of the decision from the SIMNA Inc.’s Head of Equities: the rationale of such vote will be recorded in writing; or (c) in exceptional cases, inform the client(s) of the conflict of interest and obtain consent to vote as recommended by SIMNA Inc. If the third-party recommendation is unavailable, the firm will not vote.
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Veritas Asset Management LLP

 

Global Strategies Voting Policy

 

Veritas Asset Management LLP (“Veritas”) has a commitment to evaluate and vote proxy resolutions in the best interests of our clients. We will vote on all proxy proposals, amendments, consents or resolutions relating to client securities and will vote against management where we strongly believe that to do so is in the best interests of the client. This will primarily occur where the matter to be voted upon will materially affect shareholder value.

 

Governance of a company is key to Environmental and Social risk factors. A well-run business with management focused on long term risks and challenges that deploys its capital accordingly, is most likely to meet the Veritas quality characteristics sought from each investment. Where a company deviates once an investment is made, voting is one method that can be used to challenge management. It is often utilized alongside engagement.

 

Areas considered

 

1. Accountability and Transparency

 

The management of a company should be accountable to its board of directors and the board accountable to shareholders. The appointment of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Veritas supports an independent, diverse board of directors, and prefers that key committees such as audit and compensation committees be comprised of independent directors. Generally speaking, we would prefer the separation of Chairman and Chief Executive Officer (“CEO”) positions but this would be reviewed on a case-by-case basis.

 

When meeting management we focus on their long-term vision and how capital is deployed. We seek long term, predictable and sustainable businesses. A company that is dominant today, is not guaranteed future success if its management does not address the future risks and have incentives that are aligned with long term shareholders.

 

Any activity performed or information published by management can materially affect shareholder value. The ability to create value for shareholders largely depends on the predictability of management in the way it deploys the cash it generates. How reliable and transparent the management of a company is very important as is the timely disclosure of information. Any activity that is unusual or out of character would cause concern.

 

2. Alignment

 

(a) Compensation

 

A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Veritas believes that executive compensation should be directly linked to the performance of the company and any incentive plan is fair and reasonable. Severance compensation arrangements will be reviewed on a case-by-case basis. Excessive “golden parachutes” are not in the interest of long-term shareholders. The Key Performance Indicators (KPI’s) should focus on longer time periods which means management not only focus on short term risks but where relevant environmental and social risks.

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(b) Capital Structure

 

Veritas will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Generally, we would not be in favour of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights.

 

(c) Environmental and Social issues

 

Companies may face significant financial, legal and reputational risks resulting from poor environmental and social practice. Those companies that are managed well are often effective in dealing with the relevant environmental and social issues that pertain to their business. Good quality sustainable companies will move quickly to address data protection issues, reduce carbon emissions, understand the need for lower drug pricing etc., and identify potential in becoming part of the solution to a growing problem. Companies that do not adjust where necessary become disrupted and the predictability of cash flows is significantly reduced.

 

Environmental, Social and Governance (“ESG”) - Red Line Voting

 

The Red Line initiative was developed by the Association of Member Nominated Trustees (“AMNT”) to enable pension schemes to take a more active ownership role. Whilst segregated clients own the underlying equity and can direct managers on how to vote, pooled fund investors own units in an underlying fund making it difficult to direct voting. The AMNT developed a set of Red Lines which are voting instructions covering a wide range of environmental, social and governance issues. The environmental Red Lines are in furtherance of the UN Global Compact and were formulated with substantial advice from CDP (formerly the Carbon Disclosure Project). The social Red Lines are in furtherance of the UN Global Compact and the Financial Reporting Council’s UK Corporate Governance Code. The governance Red Lines were developed after studying the voting and engagement policies of the AMNT’s largest pension schemes and basing the Red Lines on the consensus. If one of the 37 Red Lines is breached, the Manager votes in accordance with the Red Line (usually against management) or explains why it has not done so (‘comply or explain’).

 

Veritas Global application

 

We understand and agree with the principles behind the AMNT initiative. Investment Managers are the stewards of client capital and all shareholders have a right to direct their Manager on how to vote. The Red Lines are not blunt instructions that the Manager must adhere to. Rather, should a manager decide not to vote in accordance with what might look like a breach of the company’s fiduciary duty, then a detailed explanation would be required.

The Red Lines acknowledge the importance of Governance in ESG. The majority of Red Lines relate back to management and how the business is being run. Whilst some Red Lines may arguably be too aggressive, they provide an opportunity to help educate clients as to why Veritas may think differently on a particular issue.

 

As an example of Red Line application, voting against senior management for not having a climate change committee is more relevant where the company is a significant carbon producer and needs to do something about it as opposed to one that produces very little carbon and perhaps needs to focus more on data protection. Here we may choose to vote with management and highlight to them areas in which they could improve. Indeed, we have a policy to engage with those companies in which we are invested on behalf of clients, that do not disclose their carbon output and / or have climate policies in place.

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The shortfall for a Global Equity Manager like Veritas is that the Red Lines were designed to be applied to UK Equities only. Due to this and our strong belief to vote all resolutions irrespective of where the company is listed, we have instructed Institutional Shareholder Services (“ISS”) to apply (where applicable) the Red Lines globally to all of our funds. We also apply these rules across all Segregated Global Equity mandates where the client has not elected to vote themselves.

 

Voting Integral to the Investment process

 

Veritas runs concentrated portfolios. Typically, we look for 25-40 stocks that will achieve a real-return objective for our clients. We have a dedicated Global investment team that understands the businesses we invest in on behalf of our clients. The aim is to buy high quality companies at the right price. The best people to assess whether a company is good quality or whether it is carrying out activities/practices that will be potentially detrimental to shareholders are our investment analysts and Portfolio Managers. Whilst we will take third party views into consideration, such as ISS, AMNT Red Lines, and even questions raised by clients who use proxy firms like Hermes etc., it is important that where mandated, the final decision rests with the Veritas investment team.

 

There have been cases where resolutions brought against management by shareholders for good reason have failed simply because third party proxy firms have recommended voting against the resolution and with management. Veritas maintains independence of decision based on detailed knowledge of the company.

 

Voting on key issues is rarely done in isolation and is often a follow up post engaging with management. A decision to vote in favour of management could be conditional to implementing a course of action e.g. introducing more Non-Executive Directors within a set time period or adjusting a Long-Term Incentive Plan.

 

An integral part of the investment process is rating management on a number of criteria relating to sustainability/ vision/ cash deployment. Any drift in the rating will trigger a review of the position and potential engagement/ voting activity.

 

Reporting

 

Reporting is becoming increasingly important. It is clear clients wish to understand the rationale for portfolio positioning and for any necessary engagement / voting on controversial issues. Within the detailed quarterly report sent to clients there will be a summary of the votes cast over the quarter and an explanation of any votes against management.

 

We also have a separate voting section relating specifically to the ESG Red Lines. We follow the suggested practice of the AMNT for Red Line Voting of ‘comply or explain’. Where a red line has been breached, we will either vote against management or explain why we have not done so.

 

This together with details on any engagement with a company in our quarterly reports, ensures our clients remain well informed.

 

Vote Execution

 

The investment analyst will receive all relevant proxies and determine if he or she believes that Veritas should vote in favour or against management. After discussing with the Portfolio Manager and making a final decision, the analyst will instruct the custodian or prime broker via the Operations Team how to vote. This is done via ISS, and the role of the Operations Team is to ensure that the voting of proxies is done in a timely manner. The Role of the Chief Operating Officer (“COO”) is to monitor the effectiveness of these policies.

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Veritas uses ISS to execute voting on behalf of clients. We have also mandated ISS to construct a customized screen for various ESG issues which incorporates the AMNT Red Lines, on a best endeavors basis. The AMNT Red Line Voting Policy contains 37 guidelines covering topics associated with ESG. Should any of the 37 red lines be breached, the instruction is to either vote against management or explain why not. Given this Red Line Voting Policy was developed principally for pooled fund investors (who have been unable to direct votes) and for UK stocks only, we have instructed ISS to apply the guidelines globally where applicable and apply the policy across all clients.

 

The investment analysts will consider the guidelines and any research when making their decision. In the case where a vote goes against a red line or where Veritas decides to vote against management for non-Red Line resolution, an explanation will be provided in the reporting. On occasion, we may decide to vote against management where the recommendation has been a vote in favour and again an explanation will be given.

 

Veritas Accountability

 

Veritas is a signatory to the UN Principles for Responsible Investment (“UN PRI”) which requires detailed annual reports in order to remain a member. Veritas is also a signatory in respect of the UK Stewardship Code 2020. Veritas is also signed up to the Task Force on Climate-related Financial Disclosures (“TCFD”). Veritas is committed to reviewing the ESG Red Line Voting Policy annually, to ensure the policy guidance is aligned with our views on best practices and can be applied globally on a best efforts basis.

 

Conflicts of Interest

 

We believe that as we are a privately owned, independently run partnership, and as our only business activity is asset management; we do not encounter some of the conflicts faced by larger financial services companies. Notwithstanding this, we still ensure that we have a robust conflicts of interest policy which clearly sets out how we identify, consider, mitigate, manage, disclose and record all conflicts, ensuring they are dealt with in a manner that is not prejudicial to any of our clients.

 

We seek to act in the best interests of all clients when considering proxy voting. Conflicts of interest may arise from time to time, such as voting on matters affecting an investee company, whose pension scheme may be one of our clients1, or where our clients are shareholders in two companies involved in both sides of a deal or dispute.

 

On a monthly basis, the ESG team at Veritas, reconciles the firm’s list of investee companies against its client list in the CRM system. If no conflicts are identified, the Compliance team will be advised of a nil report. In the event that a conflict is identified, the Compliance team will be notified, and the item will be logged in the conflicts of interest register, along with the date of the next AGM or EGM for the investee company (if available). Notification of the conflict will also be provided to the Operations team and the Investment team who will be instructed to abstain from voting until informed otherwise.

 

The ESG team provide ongoing monitoring to ensure that the conflicts of interest register is kept up to date, with the deletion or addition of any conflicts as necessary, and the relevant teams will be notified of any changes to ensure that voting is carried out in accordance with this policy. The Management Committee oversees this process and are informed of any amendments to the conflicts of interest register.

 

 

 

1 Excludes investments that are not held in the legal name of the underlying client and investments made via third party platforms.

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For further information please contact:

esg@vamllp.com

Veritas Asset Management LLP,

1 Smart’s Place,

London,

WC2B 5LW

http://www.vamllp.com/

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Manulife Investment Management global proxy
voting policy and procedures

 

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Manulife Investment Management global proxy voting policy and procedures

 

Executive summary

 

Each investment team at Manulife Investment Management (Manulife IM)1 is responsible for investing in line with its investment philosophy and clients’ objectives. Manulife IM’s approach to proxy voting aligns with its organizational structure and encourages best practices in governance and management of environmental and social risks and opportunities. Manulife IM has adopted and implemented proxy voting policies and procedures to ensure that proxies are voted in the best interests of its clients for whom it has proxy voting authority.

 

This global proxy voting policy and procedures (policy) applies to each of the Manulife IM advisory affiliates listed in Appendix A. In seeking to adhere to local regulatory requirements of the jurisdiction in which an advisory affiliate operates, additional procedures specific to that affiliate may be implemented to ensure compliance, where applicable. The policy is not intended to cover every possible situation that may arise in the course of business, but rather to act as a decision-making guide. It is therefore subject to change and interpretation from time to time as facts and circumstances dictate.

 

Statement of policy

 

  The right to vote is a basic component of share ownership and is an important control mechanism to ensure that a company is managed in the best interests of its shareholders. Where clients delegate proxy voting authority to Manulife IM, Manulife IM has a fiduciary duty to exercise voting rights responsibly.
  Where Manulife IM is granted and accepts responsibility for voting proxies for client accounts, it will seek to ensure proxies are received and voted in the best interests of the client with a view to maximize the economic value of their equity securities unless it determines that it is in the best interests of the client to refrain from voting a given proxy.
  If there is any potential material proxy-related conflict of interest between Manulife IM and its clients, identification and resolution processes are in place to provide for determination in the best interests of the client.
  Manulife IM will disclose information about its proxy voting policies and procedures to its clients.
  Manulife IM will maintain certain records relating to proxy voting.

 

 

1 Manulife Investment Management is the unified global brand for Manulife’s global wealth and asset management business, which serves individual investors and institutional clients in three businesses: retirement, retail, and institutional asset management (Publicmarkets and private markets).

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Manulife Investment Management global proxy voting policy and procedures

 

Philosophy on sustainable investing

 

Manulife IM’s commitment to sustainable investment2 is focused on protecting and enhancing the value of our clients’ investments and, as active owners in the companies in which we invest, we believe that voting at shareholder meetings can contribute to the long-term sustainability of our investee companies. Manulife IM will seek to exercise the rights and responsibilities associated with equity ownership, on behalf of its clients, with a focus on maximizing long-term shareholder returns, as well as enhancing and improving the operating strength of the companies to create sustainable value for shareholders.

 

Manulife IM invests in a wide range of securities across the globe, ranging from large multinationals to smaller early-stage companies, and from well-developed markets to emerging and frontier markets. Expectations of those companies vary by market to reflect local standards, regulations, and laws. Manulife IM believes, however, that successful companies across regions are generally better positioned over the long term if they have:

 

  Robust oversight, including a strong and effective board with independent and objective leaders working on behalf of shareholders;
     
  Mechanisms to mitigate risk such as effective internal controls, board expertise covering a firm’s unique risk profile, and routine use of key performance indicators to measure and assess long-term risks;
     
  A management team aligned with shareholders through remuneration structures that incentivize long- term performance through the judicious and sustainable stewardship of company resources;
     
  Transparent and thorough reporting of the components of the business that are most significant to shareholders and stakeholders with focus on the firm’s long-term success; and
     
  Management focused on all forms of capital, including environmental, social, and human capital.

 

The Manulife Investment Management voting principles (voting principles) outlined in Appendix B provide guidance for our voting decisions. An active decision to invest in a firm reflects a positive conviction in the investee company and we generally expect to be supportive of management for that reason. Manulife IM may seek to challenge management’s recommendations, however, if they contravene these voting principles or Manulife IM otherwise determines that doing so is in the best interest of its clients.

 

Manulife IM also regularly engages with boards and management on environmental, social, or corporate governance issues consistent with the principles stipulated in our sustainable investing statement and our ESG

 

 

 

2 Further information on Sustainable Investing at Manulife IM can be found at manulifeim.com/institutional.

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Manulife Investment Management global proxy voting policy and procedures

 

engagement policy. Manulife IM may, through these engagements, request certain changes of the portfolio company to mitigate risks or maximize opportunities. In the context of preparing for a shareholder meeting, Manulife IM will review progress on requested changes for those companies engaged. In an instance where Manulife IM determines that the issuer has not made sufficient improvements on an issue, then we may take voting action to demonstrate our concerns.

 

In rare circumstances, Manulife IM may consider filing, or co-filing, a shareholder resolution at an investee company. This may occur where our team has engaged with management regarding a material sustainability risk or opportunity, and where we determine that the company has not made satisfactory progress on the matter within a reasonable time period. Any such decision will be in the sole discretion of Manulife IM and acted on where we believe filing, or co-filing, a proposal is in the best interests of our clients.

 

Manulife IM may also divest of holdings in a company where portfolio managers are dissatisfied with company financial performance, strategic direction, and/or management of material sustainability risks or opportunities.

 

Procedures

 

Receipt of ballots and proxy materials

 

Proxies received are reconciled against the client’s holdings, and the custodian bank will be notified if proxies have not been forwarded to the proxy service provider when due.

 

Voting proxies

 

Manulife IM has adopted the voting principles contained in Appendix B of this policy.

 

Manulife IM has deployed the services of a proxy voting services provider to ensure the timely casting of votes, and to provide relevant and timely proxy voting research to inform our voting decisions. Through this process, the proxy voting services provider populates initial recommended voting decisions that are aligned with the Manulife IM voting principles outlined in Appendix B. These voting recommendations are then submitted, processed, and ultimately tabulated. Manulife IM retains the authority and operational functionality to submit different voting instructions after these initial recommendations from the proxy voting services provider have been submitted, based on Manulife IM’s assessment of each situation. As Manulife IM reviews voting recommendations and decisions, as articulated below, Manulife IM will often change voting instructions based on those reviews. Manulife IM periodically reviews the detailed policies created by the proxy voting service provider to ensure consistency with our voting principles, to the extent this is possible.

 

Manulife IM also has procedures in place to review additional materials submitted by issuers often in response to voting recommendations made by proxy voting service providers. Manulife IM will review additional materials related to proxy voting decisions in those situations where Manulife IM becomes aware of those additional materials, is considering voting contrary to management, and where Manulife IM owns 2% or more of the subject issuer as aggregated across the funds.

 

Portfolio managers actively review voting options and make voting decisions for their holdings. Where Manulife IM holds a significant ownership position in an issuer, the rationale for a portfolio manager’s voting decision is specifically recorded,

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Manulife Investment Management global proxy voting policy and procedures

 

including whether the vote cast aligns with the recommendations of the proxy voting services provider or has been voted differently. A significant ownership position in an investment is defined as those cases where Manulife IM holds at least 2% of a company’s issued share capital in aggregate across all Manulife IM client accounts.

 

The Manulife IM ESG research and integration team (ESG team) is an important resource for portfolio management teams on proxy matters. This team provides advice on specific proxy votes for individual issuers if needed. ESG team advice is supplemental to the research and recommendations provided by our proxy voting services provider. In particular, ESG analysts actively review voting resolutions for companies in which:

 

Manulife IM’s aggregated holdings across all client accounts represent 2% or greater of issued capital;
     
A meeting agenda includes shareholder resolutions related to environmental and social risk management issues, or where the subject of a shareholder resolution is deemed to be material to our investment decision; or

 

Manulife IM may also review voting resolutions for issuers where an investment team engaged with the firm within the previous two years to seek a change in behavior.

 

After review, the ESG team may provide research and advice to investment staff in line with the voting principles.

 

Manulife IM also has an internal proxy voting working group (working group) comprising senior managers from across Manulife IM including the equity investment team, legal, compliance, and the ESG team. The working Group operates under the auspices of the Manulife IM Public Markets Sustainable Investing Committee. The Working group regularly meets to review and discuss voting decisions on shareholder proposals or instances where a portfolio manager recommends a vote different than the recommendation of the proxy voting services provider.

 

Manulife IM clients retain the authority and may choose to lend shareholdings. Manulife IM, however, generally retains the ability to restrict shares from being lent and to recall shares on loan in order to preserve proxy voting rights. Manulife IM is focused in particular on preserving voting rights for issuers where funds hold 2% or more of an issuer as aggregated across funds. Manulife IM has a process in place to systematically restrict and recall shares on a best efforts basis for those issuers where we own an aggregate of 2% or more.

 

Manulife IM may refrain from voting a proxy where we have agreed with a client in advance to limit the situations in which we will execute votes. Manulife IM may also refrain from voting due to logistical considerations that may have a detrimental effect on our ability to vote. These issues may include, but are not limited to:

 

  Costs associated with voting the proxy exceed the expected benefits to clients;
     
  Underlying securities have been lent out pursuant to a client’s securities lending program and have not been subject to recall;
     
  Short notice of a shareholder meeting;
     
  Requirements to vote proxies in person;
     
  Restrictions on a nonnational’s ability to exercise votes, determined by local market regulation;
     
  Restrictions on the sale of securities in proximity to the shareholder meeting (i.e., share blocking);
     
  Requirements to disclose commercially sensitive information that may be made public (i.e., reregistration);
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Manulife Investment Management global proxy voting policy and procedures

 

  Requirements to provide local agents with power of attorney to facilitate the voting instructions (such proxies are voted on a best-efforts basis); or
     
  The inability of a client’s custodian to forward and process proxies electronically.

 

If a Manulife IM portfolio manager believes it is in the best interest of a client to vote proxies in a manner inconsistent with the policy, the portfolio manager will submit new voting instructions to a member of the ESG team with rationale for the new instructions. The ESG team will then support the portfolio manager in developing voting decision rationale that aligns with this policy and the voting principles. The ESG team will then submit the vote change to the working group. The working group will review the change and ensure that the rationale is sound, and the decision will promote the long-term success of the issuer.

 

On occasion, there may be proxy votes that are not within the research and recommendation coverage universe of the proxy voting service provider. Portfolio managers responsible for the proxy votes will provide voting recommendations to the ESG team, and those items may be escalated to the working group for review to ensure that the voting decision rationale is sound, and the decision will promote the long-term success of the issuer. the Manulife IM proxy operations team will be notified of the voting decisions and execute the votes accordingly.

 

Manulife IM does not engage in the practice of “empty voting” (a term embracing a variety of factual circumstances that result in a partial, or total, separation of the right to vote at a shareholders meeting from beneficial ownership of the shares on the meeting date). Manulife IM prohibits investment managers from creating large hedge positions solely to gain the vote while avoiding economic exposure to the market. Manulife IM will not knowingly vote borrowed shares (for example, shares borrowed for short sales and hedging transactions).

 

Engagement of the proxy voting service provider

 

Manulife IM has contracted with a third-party proxy service provider to assist with the proxy voting process. Except in instances where a client retains voting authority, Manulife IM will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to the proxy service provider.

 

Manulife IM has engaged its proxy voting service provider to:

 

  Research and make voting recommendations;
     
  Ensure proxies are voted and submitted in a timely manner;
     
  Provide alerts when issuers file additional materials related to proxy voting matters;
     
  Perform other administrative functions of proxy voting;
     
  Maintain records of proxy statements and provide copies of such proxy statements promptly upon request;
     
  Maintain records of votes cast; and
     
  Provide recommendations with respect to proxy voting matters in general.

 

Scope of proxy voting authority

 

Manulife IM and our clients shape the proxy voting relationship by agreement provided there is full and fair disclosure and informed consent. Manulife IM may agree with clients to other proxy voting arrangements in which Manulife IM does not assume proxy voting responsibility or will only vote in limited circumstances.3

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Manulife Investment Management global proxy voting policy and procedures

 

While the application of our fiduciary duty in the context of proxy voting will vary with the scope of the voting authority we assume, we acknowledge the relationship in all cases remains that of a fiduciary to the client. Beyond the general discretion retained by Manulife IM to withhold from voting as outlined above, Manulife IM may enter a specific agreement with a client not to exercise voting authority on certain matters where the cost of voting would be high or the benefit to the client would be low.

 

Disclosure of proxy votes

 

Manulife IM may inform company management of our voting intentions ahead of casting the vote. This is in line with Manulife IM’s objective to provide the opportunity for companies to better understand our investment process, policies, and objectives.

 

We will not intentionally disclose to anyone else, including other investors, our voting intention prior to casting the vote.

 

Manulife IM keeps records of proxy voting available for inspection by clients, regulatory authorities, or government agencies.

 

Manulife IM quarterly discloses voting records aggregated across funds.4

 

Conflicts of interest

 

Manulife IM has an established infrastructure designed to identify conflicts of interest throughout all aspects of the business. Proxy voting proposals may raise conflicts between the interests of Manulife IM’s clients and the interests of Manulife IM, its affiliates, or employees. Apparent conflicts are reviewed by the working group to

 

 

 

3 We acknowledge SEC guidance on this issue from August 2019, which lists several nonexhaustive examples of possible voting arrangements between the client and investment advisor, including (i) an agreement with the client to exercise voting authority pursuant to specific parameters designed to serve the client’s best interest; (ii) an agreement with the client to vote in favor of all proposals made by particular shareholder proponents; or (iii) an agreement with the client to vote in accordance with the voting recommendations of management of the issuer. All such arrangements could be subject to conditions depending on instruction from the client.

 

4 Manulife IM aggregated voting records are available through this site manulifeim.com/institutional/us/en/sustainability

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Manulife Investment Management global proxy voting policy and procedures

 

determine whether there is a conflict of interest and, if so, whether the conflict is material. Manulife IM shall consider any of the following circumstances a potential material conflict of interest:

 

Manulife IM has a business relationship or potential relationship with the issuer;
     
Manulife IM has a business relationship with the proponent of the proxy proposal; or
     
Manulife IM members, employees, or consultants have a personal or other business relationship with managers of the business such as top-level executives, corporate directors, or director candidates.

 

In addressing any such potential material conflict, Manulife IM will seek to ensure proxy votes are cast in the advisory client’s best interests and are not affected by Manulife IM’s potential conflict. In the event a potential material conflict of interest exists, the working group or its designee will either (i) review the proxy voting decisions to ensure robust rationale, that the voting decision will protect or enhance shareholder value over the long term, and is in line with the best interest of the client; (ii) vote such proxy according to the specific recommendation of the proxy voting services provider; (iii) abstain; or (iv) request the client vote such proxy. The basis for the voting decision, including the process for the determination of the decision that is in the best interests of the client, is recorded.

 

Voting shares of Manulife Financial Corporation

 

Manulife Financial Corporation (MFC) is the publicly listed parent company of Manulife IM. Generally, legislation restricts the ability of a public company (and its subsidiaries) to hold shares in itself within its own accounts. Accordingly, the MFC share investment policy outlines the limited circumstances in which MFC or its subsidiaries may, or may not, invest or hold shares in MFC on behalf of MFC or its subsidiaries.5

 

The MFC share investment policy does not apply to investments made on behalf of unaffiliated third parties, which remain assets of the client. 6 Such investing may be restricted, however, by specific client guidelines, other Manulife policies, or other applicable laws.

 

Where Manulife IM is charged with voting MFC shares, we will execute votes in proportion with all other shareholders (i.e., proportional or echo vote). This is intended to neutralize the effect of our vote on the meeting outcome.

 

Policy responsibility and oversight

 

The working group oversees and monitors the policy and Manulife IM’s proxy voting function. The working group is responsible for reviewing regular reports, potential conflicts of interest, vote changes, and nonroutine proxy voting items. The working group also oversees the third-party proxy voting service provider. The working group

 

 

 

5 This includes general funds, affiliated segregated funds or separate accounts, and affiliated mutual / pooled funds.

6 This includes assets managed or advised for unaffiliated third parties, such as unaffiliated mutual/pooled funds and unaffiliated institutional advisory portfolios.

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Manulife Investment Management global proxy voting policy and procedures

 

will meet at least monthly and report to the Manulife IM public markets sustainable investing committee and, where requested, the Manulife IM operating committee.

 

Manulife IM’s proxy operations team is responsible for the daily administration of the proxy voting process for all Manulife IM operations that have contracted with a third-party proxy voting services provider. Significant proxy voting issues identified by Manulife IM’s proxy operations team are escalated to the chief compliance officer or its designee, and the working group.

 

The working group is responsible for the proper oversight of any service providers hired by Manulife IM to assist it in the proxy voting process. This oversight includes:

 

Annual due diligence: Manulife IM conducts an annual due diligence review of the proxy voting research service provider. This oversight includes an evaluation of the service provider’s industry reputation, points of risk, compliance with laws and regulations, and technology infrastructure. Manulife IM also reviews the provider’s capabilities to meet Manulife IM’s requirements, including reporting competencies; the adequacy and quality of the proxy advisory firm’s staffing and personnel; the quality and accuracy of sources of data and information; the strength of policies and procedures that enable it to make proxy voting recommendations based on current and accurate information; and the strength of policies and procedures to address conflicts of interest of the service provider related to its voting recommendations.

 

Regular Updates: Manulife also requests that the proxy voting research service provider deliver updates regarding any business changes that alter that firm’s ability to provide independent proxy voting advice and services aligned with our policies.

 

Additional oversight in process: Manulife IM has additional control mechanisms built into the proxy voting process to act as checks on the service provider and ensure that decisions are made in the best interest of our clients. These mechanisms include:

 

Sampling prepopulated votes: Where we use a third-party research provider for either voting recommendations or voting execution (or both), we may assess prepopulated votes shown on the vendor’s electronic voting platform before such votes are cast to ensure alignment with the voting principles.
     
Decision scrutiny from the working group: Where our voting policies and procedures do not address how to vote on a particular matter, or where the matter is highly contested or controversial (e.g., major acquisitions involving takeovers or contested director elections where a shareholder has proposed its own slate of directors), review by the working group may be necessary or appropriate to ensure votes cast on behalf of its client are cast in the client’s best interest.

 

Recordkeeping and reporting

 

Manulife IM provides clients with a copy of the voting policy on request and it is also available on our website at manulifeim.com/institutional. Manulife IM describes its proxy voting procedures to its clients in the relevant or required disclosure document and discloses to its clients the process to obtain information on how Manulife IM voted that client’s proxies.

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Manulife Investment Management global proxy voting policy and procedures

 

Manulife IM keeps records of proxy voting activities and those records include proxy voting policies and procedures, records of votes cast on behalf of clients, records of client requests for proxy voting information; and any documents generated in making a vote decision. These documents are available for inspection by clients, regulatory authorities, or government agencies.

 

Manulife IM discloses voting records on its website and those records are updated on a quarterly basis. The voting records generally reflect the voting decisions made for retail, institutional and other client funds in the aggregate.

 

Policy amendments and exceptions

 

This policy is subject to periodic review by the proxy voting working group. The working group may suggest amendments to this policy and any such amendments must be approved by the Manulife IM public markets sustainable investing committee and the Manulife IM operating committee.

 

Any deviation from this policy will only be permitted with the prior approval of the chief investment officer or chief administrative officer (or their designee), with the counsel of the chief compliance officer/general counsel.

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Manulife Investment Management global proxy voting policy and procedures

 

Appendix A. Manulife IM advisory affiliates in scope of policy and
investment management business only.

 

Manulife Investment Management Limited

 

Manulife Investment Management (North America) Limited

 

Manulife Investment Management (Hong Kong) Limited

 

PT Manulife Aset Manajemen Indonesia*

 

Manulife Investment Management (Japan) Limited Manulife

 

Investment Management (Malaysia) Bhd. ManulifeInvestment

 

Management and Trust Corporation

 

Manulife Investment Management (Singapore) Pte. Ltd.

 

Manulife IM (Switzerland) LLC

 

Manulife Investment Management (Taiwan) Co., Ltd.*

 

Manulife Investment Management (Europe) Limited

 

Manulife Investment Management (US) LLC

 

Manulife Investment Fund Management (Vietnam) Company Limited*

 

*By reason of certain local regulations and laws with respect to voting, for example, manual/physical voting processes or the absence of a third-party proxy voting service provider for those jurisdictions, Manulife Investment Fund Management (Vietnam) Company Limited, and PT Manulife Aset Manajemen Indonesia do not engage a third-party service provider to assist in their proxy voting processes. Manulife Investment Management (Taiwan) Co., Ltd. Uses the third-party proxy voting service provider to execute votes for non-Taiwanese entitiesonly.

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Manulife Investment Management global proxy voting policy and procedures

 

Appendix B. Manulife IM voting principles

 

Manulife IM believes that strong management of all forms of corporate capital, whether financial, social, or environmental will mitigate risks, create opportunities, and drive value over the long term. Manulife IM reviews and considers environmental, social, and corporate governance risks and opportunities in our investment decisions. Once invested, Manulife IM continues our oversight through active ownership, which includes portfolio company engagement and proxy voting of underlying shares. We believe proxy voting is a vital component of this continued oversight as it provides a voice for minority shareholders regarding management actions.

 

Manulife IM has developed some key principles that generally drive our proxy voting decisions and engagements. We believe these principles preserve value and generally lead to outcomes that drive positive firm performance. These principles dictate our voting on issues ranging from director elections and executive compensation to the preservation of shareholder rights and stewardship of environmental and social capital. Manulife IM also adopts positions on certain sustainability topics and these voting principles should be read in conjunction with those position statements. Currently, we have a climate change statement and an executive compensation statement that also help guide proxy voting decisions on those matters. The facts and circumstances of each issuer are unique, and Manulife IM may deviate from these principles where we believe doing so will preserve or create value over the long term. These principles also do not address the specific content of all proposals voted around the globe, but provide a general lens of value preservation, value creation, risk management, and protection of shareholder rights through which Manulife IM analyzes all voting matters.

 

I. Boards and directors: Manulife IM generally use the following principles to review proposals covering director elections and board structure in the belief that they encourage engaged and accountable leadership of a firm.

 

a. Board independence: The most effective boards are composed of directors with a diverse skill set that can provide an objective view of the business, oversee management, and make decisions in the best interest of the shareholder body at large. To create and preserve this voice, boards should have a significant number of nonexecutive, independent directors. The actual number of independent directors can vary by market and Manulife IM accounts for these differences when reviewing the independence of the board. Ideally, however, there is an independent majority among directors at a given firm.
     
b. Committee independence: Manulife IM also prefers that key board committees are composed of independent directors. Specifically, the audit, nomination, and compensation committees should generally be entirely or majority composed of independent directors.
     
c. Attendance: A core part of a director’s duties is to remain an engaged and productive participant at board and committee meetings. Directors should, therefore, attend at least 75% of board and committee meetings in the aggregate over the course of a calendar year.
     
d. Diversity: In line with the principles expressed in relation to board of independence above, Manulife IM believes boards with strong gender representation are better equipped to manage risks and oversee
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Manulife Investment Management global proxy voting policy and procedures

 

    business resilience over the long term compared to firms with low gender balance. Manulife IM generally expects boards to have at least one woman on the board and encourages companies to aspire to a higher balance of gender representation. Manulife IM also may hold boards in certain markets to a higher standard as market requirements and expectations change. In Canada, Europe, the United Kingdom, and Ireland, for example, we encourage boards to achieve at least one-third female representation. We generally encourage boards to achieve racial and ethnic diversity among their members. We may, in the future, hold nomination committee chairs accountable where the board does not appear to have racial or ethnically diverse members.
     
e. Classified/staggered boards: Manulife IM prefers that directors be subject to election and reelection on an annual basis. Annual elections operate to hold directors accountable for their actions in a given year in a timely manner. Shareholders should have the ability to voice concerns through a director vote and to potentially remove problematic directors if necessary. Manulife IM generally opposes the creation of classified or staggered director election cycles designed to extend director terms beyond one year. Manulife IM also generally supports proposals to eliminate these structures.
     
f. Overboarding: Manulife IM believes directors should limit their outside board seats in order to ensure that they have the time and attention to provide their director role at a firm in question. Generally, this means directors should not sit on more than five public company boards. The role of CEO requires an individual’s significant time and attention. Directors holding the role of CEO at any public firm, therefore, generally should not sit on more than three public company boards inclusive of the firm at which they hold the CEO role.
     
g. Independent chair/CEO: Governance failures can occur where a manager has firm control over a board through the combination of the chair/CEO roles. Manulife IM generally supports the separation of the chair/CEO roles as a means to prevent board capture by management. We may evaluate proposals to separate the chair/CEO roles on a case-by-case basis, for example, however, considering such factors as the establishment of a strong lead independent director role or the temporary need for the combination of the CEO/chair roles to help the firm through a leadership transition.
     
h. Vote standard: Manulife IM generally supports a vote standard that allows resolutions to pass, or fail, based on a majority voting standard. Manulife IM generally expects companies to adopt a majority vote standard for director elections and supports the elimination of a plurality vote standard except in the case of contested elections.
     
i. Contested elections: Where there is a proxy contest or a director’s election is otherwise contested, Manulife IM evaluates the proposals on a case-by-case basis. Consideration is given to firm performance, whether there have been significant failures of oversight and whether the proponent for change makes a compelling case that board turnover will drive firm value.
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Manulife Investment Management global proxy voting policy and procedures

 

j. Significant and problematic actions or omissions: Manulife IM believes boards should be held accountable to shareholders in instances where there is a significant failure of oversight that has led to a loss of firm value, transparency failure or otherwise curtailed shareholder rights. Manulife IM generally considers withholding from, or voting against, certain directors in these situations. Some examples of actions that might warrant a vote against directors include, but are not limited to, the following:

 

Failure of oversight: Manulife IM may take action against directors where there has been a significant negative event leading to a loss of shareholder value and stakeholder confidence. A failure may manifest itself in multiple ways, including adverse auditor opinions, material misstatements, failures of leadership and governance, failure to manage ESG risks, environmental or human rights violations, and poor sustainability reporting.

 

Adoption of anti-takeover mechanism: Boards should generally review takeover offers independently and objectively in consideration of the potential value created or lost for shareholders. Manulife IM generally holds boards accountable when they create or prolong certain mechanisms, bylaws or article amendments that act to frustrate genuine offers that may lead to value creation for shareholders. These can include poison pills; classes of shares with differential voting rights; classified, or staggered, board structures; and unilateral bylaw amendments and supermajority voting provisions.

 

Problematic executive compensation practices: Manulife IM encourages companies to adopt best practices for executive compensation in the markets in which they operate. Generally, this means that pay should be aligned with performance. Manulife IM may hold directors accountable where this alignment is not robust. We may also hold boards accountable where they have not adequately responded to shareholder votes against a previous proposal on remuneration or have adopted problematic agreements or practices (e.g., golden parachutes, repricing of options).

 

Bylaw/article adoption and amendments: Shareholders should have the ability to vote on any change to company articles or bylaws that will materially change their rights as shareholders. Any amendments should require only a majority of votes to pass. Manulife IM will generally hold directors accountable where a board has amended or adopted bylaw and/or article provisions that significantly curtail shareholder rights.

 

Engagement responsiveness: Manulife IM regularly engages with issuers to discuss ESG risks and opportunities and may request changes from firms during these discussions. Manulife IM may vote against certain directors where we have engaged with an issuer and requested certain changes, but the firm has not made sufficient progress on those matters.

 

II. Environmental and social proposals: Manulife IM expects its portfolio companies to manage material environmental and social issues affecting their businesses, whether risks or opportunities, with a view towards long-term value preservation and creation. 7 Manulife IM expects firms to identify material environmental and social risks and opportunities specific to their businesses, to develop strategies to manage those matters, and to provide meaningful, substantive reporting while demonstrating progress year over year against their management
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Manulife Investment Management global proxy voting policy and procedures

 

  plans. Proposals touching on management of risks and opportunities related to environmental and social issues are often put forth as shareholder proposals but can be proposed by management as well. Manulife IM generally supports shareholder proposals that request greater transparency or adherence to internationally recognized standards and principles regarding material environmental and social risks and opportunities.

 

a. The magnitude of the risk/opportunity: Manulife IM evaluates the level of materiality of a certain environmental or social issue identified in a proposal as it pertains to the firm’s ability to generate value over the long term. This review includes deliberation of the effect an issue will have on the financial statements and/or the cost of capital.
     
b. The firm’s current management of the risk/opportunity: Manulife IM analyzes a firm’s current approach to an issue to determine whether the firm has robust plans, infrastructure, and reporting to mitigate the risk or embrace the opportunity. Recent controversies, litigation, or penalties related to a given risk are also considered.
     
c. The firm’s current disclosure framework: Manulife IM expects firms to disclose enough information for shareholders to assess the company’s management of environmental and social risks and opportunities material to the business. Manulife IM may support proposals calling for enhanced firm disclosure regarding environmental and social issues where additional information would help our evaluation of a company’s exposure, and response, to those factors.
     
d. Legislative or regulatory action of a risk/opportunity: When reviewing proposals on environmental or social factors, Manulife IM considers whether a given risk or opportunity is

 

 

 

7 For more information on issues generally of interest to our firm, please see the Manulife Investment Management engagement policy, the Manulife Investment Management sustainable investing and sustainability risk statement, and the Manulife Investment Management climate change statement.

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currently addressed by local regulation or law in the markets in which a firm operates and whether those rules are designed to adequately manage an issue. Manulife IM also considers whether a firm should proactively address a matter in anticipation of future legislation or regulation.

 

e. Cost to, or disruption of, the business: When reviewing environmental and social proposals, Manulife IM assesses the potential cost of the requested action against the benefit provided to the firm and its shareholders. Particular attention is paid to proposals that request actions that are overly prescriptive on management or that request a firm exit markets or operations that are essential to its business.

 

III. Shareholder rights: Manulife IM generally supports management or shareholder proposals that protect, or improve, shareholder rights and opposes proposals that remove, or curtail, existing rights.

 

a. Shareholder rights plans (poison pills): Manulife IM generally opposes mechanisms intended to frustrate genuine takeover offers. Manulife IM may, however, support shareholder rights plans where the plan has a trigger of 20% ownership or more and will expire in three years or less. In conjunction with these requirements, Manulife IM evaluates the company’s strategic rationale for adopting the poison pill.
     
b. Supermajority voting: Shareholders should have the ability to direct change at a firm based on a majority vote. Manulife IM generally opposes the creation, or continuation, of any bylaw, charter, or article provisions that require approval of more than a majority of shareholders for amendment of those documents. Manulife IM may consider supporting such a standard where the supermajority requirement is intended to protect minority shareholders.
     
c. Proxy access: Manulife IM believes that shareholders have a right to appoint representatives to the board that best protect their interests. The power to propose nominees without holding a proxy contest is a way to protect that right and is potentially less costly to management and shareholders. Accordingly, Manulife IM generally supports creation of a proxy access right (or similar power at non-U.S. firms) provided there are reasonable thresholds of ownership and a reasonable number of shareholders can aggregate ownership to meet those thresholds.
     
d. Written consent: Written consent provides shareholders the power to formally demand board action outside of the context of an annual general meeting. Shareholders can use written consent as a nimble method of holding boards accountable. Manulife IM generally supports the right of written consent so long as that right is reasonably tailored to reflect the will of a majority of shareholders. Manulife IM may not support such a right, however, where there is a holder with a significant, or controlling, stake. Manulife IM evaluates the substance of any written actual consent proposal in line with these principles.
     
e. Right to call a special meeting: Manulife IM is generally supportive of the shareholder right to call a special meeting. This right allows shareholders to quickly respond to events that can significantly affect firm value. Manulife IM believes that a 10% ownership threshold to call a specialmeeting
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  reasonably protects this shareholder right while reducing the possibility of undue distraction for management.

 

IV. Executive compensation: Manulife IM encourages companies to align executive incentives with shareholder interests when designing executive compensation plans. Companies should provide shareholders with transparent, comprehensive, and substantive disclosure regarding executive compensation that aids shareholder assessment of the alignment between executive pay and firm performance. Companies should also have the flexibility to design remuneration programs that fit a firm’s business model, business sector and industry, and overall corporate strategy. No one template of executive remuneration can fit all companies.

 

a. Advisory votes on executive compensation: While acknowledging that there is no singular model for executive compensation, Manulife IM closely scrutinizes companies that have certain concerning practices which may include:

 

i. Misalignment between pay and company performance: Pay should generally move in tandem with corporate performance. Firms where CEO pay remains flat, or increases, though corporate performance remains down relative to peers, are particularly concerning.
     
ii. One-time grants: A firm’s one-time grant to an executive, outside of the normal salary, bonus, and long-term award structure, may be indicative of an overall failure of the board to design an effective remuneration plan. A company should have a robust justification for making grants outside of the normal remuneration framework.
     
iii. Significant quantity of nonperformance-based pay: Executive pay should generally be weighted more heavily toward performance-based remuneration to create the alignment between pay and performance. Companies should provide a robust explanation for any significant awards made that vest solely based on time or are not otherwise tied to performance.
     
iv. Lack of rigor in performance targets: Performance targets should challenge managers to improve corporate performance and outperform peers. Targets should, where applicable, generally align with, or even outpace, guidance; incentivize outperformance against a peer group; and otherwise remain challenging.
     
v. Lack of disclosure: Transparency is essential to shareholder analysis and understanding of executive remuneration at a company. Manulife IM expects firms to clearly disclose all major components of remuneration. This includes disclosure of amounts, performance metrics and targets, vesting terms, and pay outcomes.
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vi. Repricing of options: Resetting the exercise price of outstanding options significantly undermines the incentive nature of the initial option grant. Though a firm may have a strong justification for repricing options, Manulife IM believes that firms should put such decisions to a shareholder vote. Manulife IM may generally oppose an advisory vote on executive compensation where a company has repriced outstanding options for executives without that shareholder approval.
     
vii. Adoption of problematic severance agreements (golden parachutes): Manulife IM believes managers should be incentivized to pursue and complete transactions that may benefit shareholders. Severance agreements, if structured appropriately, can provide such inducements. At the same time, however, the significant payment associated with severance agreements could potentially drive managers to pursue transactions at the expense of shareholder value. Manulife IM may generally oppose an executive remuneration proposal where a firm has adopted, or amended, an agreement with an executive that contains an excise tax gross-up provision, permits accelerated vesting of equity upon a change-in-control, allows an executive to unilaterally trigger the severance payment, or pays out in an amount greater than 300% of salary and bonus combined.

 

V. Capital structure: Manulife IM believes firms should balance the need to raise capital and encourage investment with the rights and interests of the existing shareholder body. Evaluation of proposals to issue shares, repurchase shares, conduct stock splits, or otherwise restructure capital, is conducted on a case- by-case basis with some specific requests covered here:

 

a. Common stock authorization: Requests to increase the pool of shares authorized for issuance are evaluated on a case-by-case basis with consideration given to the size of the current pool, recent use of authorized shares by management, and the company rationale for the proposed increase. Manulife IM also generally supports these increases where the company intends to execute a split of shares or pay a stock dividend.
     
b. Reverse stock splits: Manulife IM generally supports proposals for a reverse stock split if the company plans to proportionately reduce the number of shares authorized for issue in order to mitigate against the risk of excessive dilution to our holdings. We may also support these proposals in instances where the firm needs to quickly raise capital in order to continue operations.
     
c. Dual class voting structure: Voting power should align with economic interest at a given firm. Manulife IM generally opposes the creation of new classes of stock with differential voting rights and supports the elimination of these structures.

 

VI. Corporate transactions and restructurings: Manulife IM reviews mergers, acquisitions, restructurings, and reincorporations on a case-by-case basis through the lens of whether the transaction will create
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  shareholder value. Considerations include fairness of the terms, valuation of the event, changes to management and leadership, realization of synergies and efficiencies, and whether the rationale for a strategic shift is compelling.

 

VII. Cross shareholding: Cross shareholding is a practice where firms purchase equity shares of business partners, customers, or suppliers in support of those relationships. Manulife IM generally discourages this practice as it locks up firm capital that could be allotted to income-generating investments or otherwise returned to shareholders. Manulife IM will review cross shareholding practices at issuers and we encourage issuers to keep cross shareholdings below 20% of net assets.

 

VIII. Audit-related issues: Manulife IM believes that an effective auditor will remain independent and objective in its review of company reporting. Firms should be transparent regarding auditor fees and other services provided by an auditor that may create a conflict of interest. Manulife IM uses the below principles to guide voting decisions related to auditors.

 

a. Auditor ratification: Manulife IM generally approves the reappointment of the auditor absent evidence that they have either failed in their duties or appear to have a conflict that may not allow independent and objective oversite of a firm.
     
b. Auditor rotation: If Manulife IM believes that the independence and objectivity of an auditor may be impaired at a firm, we may support a proposal requesting a rotation of auditor. Reasons to support the rotation of the auditor can include a significant failure in the audit function and excessive tenure of the auditor at the firm.
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Martingale Asset Management, L.P.

 

Proxy Voting Policies & Procedures

 

When given authority to vote proxies, Martingale Asset Management, L.P., as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firm’s proxy policies and practices. Our policy includes the responsibility to monitor corporate actions, vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.

 

Martingale subscribes to the ISS Governance Services (“ISS”) proxy product to aid in the administration of its proxy voting responsibilities. As a subscriber to this service, Martingale receives a base of proxy information and ISS votes our clients’ proxies as directed in their U.S. Proxy Voting Guidelines. ISS maintains records of all proxy votes. A copy of ISS’ voting guidelines is located at pages B-176 through B-194.

 

Responsibility

 

A member of the Executive Committee has the responsibility to implement and monitor our proxy voting policy, practices, disclosures, including outlining our voting guidelines in our procedures. Manager of Operations has the responsibility for maintaining proxy voting records and responding to client information requests.

 

Procedure

 

Martingale uses an independent proxy voting service provider, ISS, to research, recommend and vote proxies. Martingale reserves the right, and has the ability, to change a vote recommended by ISS if the recommendation is determined not to be in the best interest of the client.

 

Disclosure

 

Martingale provides information in its Disclosure Brochure summarizing its proxy voting policy and procedures, including a statement that clients may request information regarding how their proxies were voted. Clients may request a copy of these policies and procedures.

 

Client Requests for Information

 

All client requests for information regarding proxy votes or requests for the firm’s policies and procedures received by any employee should be forwarded to the Manager of Operations. In response to any request, the Manager of Operations will ensure that the client receives a written response with the information requested, and if applicable, will include the name of the issuer, the proposal voted upon, and how the client’s proxy was voted with respect to each proposal about which the client inquired.

 

Voting Guidelines

 

In the absence of specific voting guidelines from the client, Martingale will vote proxies in what we believe to be the best interests of the client. Martingale’s policy is to vote all proxies from specific issues the same way for each client, absent client specific restrictions. Clients are permitted to place reasonable restrictions on Martingale’s voting authority in the same manner that they may place such restrictions on the actual selection of account securities.

 

A member of the Executive Committee and Compliance will periodically review ISS report selections for consistency with the voting guidelines and accurate number of shares voted.

 

Conflicts of Interest

 

Martingale recognizes that, under certain circumstances, a conflict may arise in voting proxies on behalf of clients. Per our Policy, these proxies will be voted consistent with the recommendation of ISS, provided that Martingale believes that such a vote is consistent with the best interest of the client(s). Martingale maintains a record of the voting resolution of any conflict of interest. ISS has disclosed their policies, procedures and practices regarding their potential conflicts of interest.

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Recordkeeping

 

The Manager of Operations shall retain or cause to be retained the following proxy records in accordance with the SEC’s five-year retention requirement:

 

A copy of each written client request for information on how such client’s proxies were voted, and a copy of any written response;
These policies and procedures and any amendments; and
A record of each vote that was cast.

 

Martingale performs a due diligence review of ISS that typically includes a comprehensive vendor questionnaire, a due diligence “checklist”, collection of required documentation, and/or meetings or conference calls.

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Ninety One North America, Inc.

Proxy Voting Process

 

Ninety One recognizes that local best practice codes may differ: although our proxy voting guidelines apply globally, we recognize regional differences. In markets where the codes are still evolving and not yet fully aligned with global best practice, we take this into account. In these markets, we aim to engage actively with policy makers, regulators and stock exchanges, together with other global and local investors, to address the more critical potential shortcomings. Furthermore, we consider the size and maturity of each individual business, and if deemed appropriate, we may take a more pragmatic approach while remaining actively engaged. The overall proxy voting guidelines rest within our broader stewardship policy framework. They focus on the following five principles whereby Ninety One:

 

1. Will disclose how it discharges its stewardship duties through publicly available policies and reporting.

 

2. Will address the internal governance of effective stewardship, including conflicts of interest and potential obstacles.

 

3. Will support a long-term investment perspective by integrating, engaging, escalating and monitoring material Environmental, Social and Governance (ESG) issues.

 

4. Will exercise its ownership rights responsibly, including engagement and voting rights.

 

5. Is, where appropriate, willing to act alongside other investors.

 

The voting guidelines in this document apply across all our holdings as allowed by legal arrangements. Some clients may have their own policy which differs from that of Ninety One. In this situation, clients are expected to opt out of Ninety One’s stewardship policy, so that an alternative system can be put in place that accommodates the client’s own guidelines.

 

We believe that effective shareholder rights are the cornerstone of ownership rights. To be effective, we believe the following are key:

 

One vote for one share. There should be one vote for one share, since this aligns shareholders’ voting rights with their economic exposure. As such, we defend the equitable treatment of all shareholders, especially minority shareholders. Where different share classes exist, one class should not have superior voting rights with respect to matters that affect the capital of other share classes.

 

Timely provision of information. A company’s board must ensure the timely release of all material information pertaining to voting issues. While different jurisdictions may vary in terms of record dates and timeframes, we believe that the relevant cut-off dates should allow sufficient time for all shareholders to consider the decision at hand. Critically, the timeframe should allow us to communicate with clients when necessary and carry out engagements where appropriate. Thus, we will actively oppose any resolutions clearly intended to acquire shareholder consent by default through not allowing adequate time for shareholders to consider matters.

Easy access to voting. We support voting by way of a poll and believe that votes which ask for a ’show of hands’ disenfranchise proxy shareholders and those not present at the meeting. We view this as an abrogation of shareholders’ rights. We support the introduction of electronic voting in all markets and the removal of paper

and fax-based voting. Moreover, where appropriate we will support the introduction of real-time shareholder meetings, where questions can be publicly raised through web-based links, so long as these arrangements do not remove the opportunity for shareholders to attend in person.

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Clear record taking. We believe that all issues raised at shareholder meetings should be clearly recorded in detailed minutes and placed on public record. This includes the prompt online disclosure of vote outcomes, as a percentage of votes cast, and on a per-resolution basis.

 

Note that Ninety One does not outsource the voting decision to any third party, as we carry out the decision and execution of the vote in house. We use an external proxy research service provider to produce tailored reports. These reports include vote recommendations (not instructions) that arise from applying Ninety One’s voting guidelines. The vote decision is then reached by the relevant investment teams in accordance with the investment philosophy, supported by the Engagement and Voting team. Although highly unusual, investment teams may occasionally vote differently from one another based on their unique strategies. The votes are subsequently instructed electronically via the proxy research service provider’s voting platform.

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PARAMETRIC PORTFOLIO ASSOCIATES LLC

 

Proxy Voting Policies and Procedures

 

Last Updated November 29, 2021
Last Reviewed November 29, 2021
Applicable Regulatory Requirement Rule 206(4)-6 under the Investment Advisers Act
Related Policies Conflicts of Interest
Business Group Owners Proxy Voting Committee

 

 

Policy

 

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 of a client, Parametric will generally vote them in accordance with its Proxy Voting Guidelines, attached hereto as Exhibit A. The Proxy Voting Guidelines are set and annually reviewed by the firm’s Proxy Voting Committee (the “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 proxy adviser to administer and vote proxies, it will evaluate its 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 Associate Investment Strategist (the “Coordinator”) is responsible for the day-to-day administration of the firm’s proxy voting practices. One or more Investment Strategy personnel are responsible for ensuring proxy ballots are received and voted in accordance with the firm’s Proxy Voting Guidelines (the “Guidelines”). The Director of Responsible Investing (the “Director”) is responsible for providing guidance with regard to the Proxy Voting Guidelines. The Committee is responsible for monitoring Parametric’s proxy voting practices and evaluating proxy advisers engaged to vote proxies on behalf of clients. The 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:

 

New Accounts

 

Parametric is generally delegated the responsibility to vote proxies on behalf of clients. (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 Institutional Shareholder Services (ISS).
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On a weekly basis, the Coordinator performs a reconciliation of all new accounts to ensure that ISS is receiving the proxy ballots for all client accounts over which Parametric has voting authority. The Coordinator will work with a designated person in CRG with any discrepancies to Parametric’s proxy voting responsibilities are carried out.

 

Proxy Voting Administration

 

Parametric’s proxy voting is oversighted on a daily basis by the Coordinator, who is a member of Parametric’s Investment Strategy. The Coordinator is responsible for ensuring proxies are voted in accordance with Parametric’s Proxy Voting Guidelines.
   
The Director will 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 Coordinator 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 ISS ProxyExchange platform to manage, track, reconcile and report proxy voting. Parametric relies on this application 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 Guidelines, the Coordinator will consult with the Director to confirm that the Proxy Voting Guidelines do not address the proxy issue. If confirmed, the Director may escalate the issue to the Committee for their consideration. The Committee can review research and guidance issued by third party proxy adviser when making a vote determination. A vote determination must be approved in writing by not less than two Committee members. The rationale for making the determination will be documented.
   
The 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).
   
In the rare occasions that accounts that do not hold public equities receive ballots, the Operations Team is responsible for monitoring those ballots. The Operations Team may work with the Coordinator or the Portfolio Management team to vote the ballots in the best interest of their holders.
   
The Coordinator also conducts periodic reviews for all active accounts of proxies that are not voted or that are voted inconsistent with firm policy to ensure that appropriate action was taken and documented. As needed the Coordinator will work with a designated person in CRG that handles proxy voting to reconcile any discrepancies in client accounts.

 

Proxy Voting Committee

 

Parametric has established a Committee which shall meet on a quarterly basis to oversee and monitor the firm’s proxy voting practices.
   
On an annual basis, the Committee will approve 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.

 

Proxy Adviser Due Diligence

 

In the event that Parametric deems it to be in a client’s best interest to engage a third party proxy adviser, Parametric will exercise due diligence to ensure that it can provide objective research and recommendations. This evaluation will consider the proxy adviser’s business and conflict of interest procedures, and confirm that the procedures address the firm’s conflicts.
   
On an annual basis, Parametric will monitor the performance of the proxy adviser and assess if changes have impacted their conflict of interest procedures. Initial and ongoing due diligence evaluations shall be documented in writing.

 

Conflicts of interest

 

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. Eaton Vance/Morgan Stanley Compliance will maintain a List of Potentially Conflicted Companies and provide it to Investment Strategy 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.
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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 Guidelines, the Coordinator will forward the issue to the Director to confirm that the Guidelines do not address the proposal. If confirmed, the Director will escalate the proposal to the Committee.
   
If the Committee determines a material conflict exists and a proposal is not addressed by the Guidelines, it will make a good faith determination as how to vote the proxy (which may include voting abstain on the proposal not covered by the Proxy Voting Guidelines). The Committee will provide appropriate instructions to the Coordinator.

 

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 to ensure that the revised policies and procedures may be properly reviewed by the funds’ Boards of Trustees 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 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.

 

Recordkeeping

 

Parametric will maintain, in an easily accessible place for a period of seven years, 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.

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O’Shaughnessy Asset Management, LLC

Proxy Voting Policy

Rule 206(4)-6

 

In accordance with the requirements of United States SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Canadian Securities Act R.S.O. 1990 Chapter S5, and the regulations promulgated under the Canadian Securities Act RRO 1990, Regulation 1015 General, O’Shaughnessy Asset Management, LLC (“OSAM”) has adopted the following proxy voting policy with respect to those assets for which a client has vested OSAM with discretionary investment management authority (the “assets”).

 

OSAM’s Policy

 

Registrant has retained the use of third-party service provider/agents, (i.e. Institutional Shareholder Services (“ISS”), Broadridge Investor Communication Solutions, Inc. (“BICS”) and/or other third party service provider/agents) to execute these policies. Information regarding the third-party proxy voting service provider/agent is available upon request as well. Unless a client directs otherwise, in writing, OSAM or its third party service provider/agent shall be responsible for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, and tender offers. OSAM and/or the client shall correspondingly instruct each custodian of the assets to forward to OSAM, or its third-party service provider/agent, copies of all proxies and shareholder communications relating to the assets. Absent mitigating circumstances and/or conflicts of interest (to the extent any such circumstance or conflict is presented, if ever, information pertaining to how OSAM or its third party service provider/agent addressed any such circumstance or conflict shall be maintained by OSAM - see examples below), it is OSAM’s general policy to vote proxies consistent with the recommendation of the senior management of the issuer. OSAM shall monitor corporate actions of individual issuers and investment companies consistent with OSAM’s fiduciary duty to vote proxies in the best interests of its clients. With respect to individual issuers, OSAM may be solicited to vote on matters including corporate governance, adoption or amendments to compensation plans (including stock options), and matters involving social issues and corporate responsibility. With respect to investment companies (e.g., mutual funds), OSAM may be solicited to vote on matters including the approval of advisory contracts, distribution plans, and mergers. OSAM or its third party service provider/agent shall maintain records pertaining to proxy voting as required pursuant to United States SEC Rule 204-2 (c)(2) under the Advisers Act as well as the Canadian Securities Act R.S.O. 1990 Chapter S5, and the regulations promulgated under the Canadian Securities Act RRO 1990, Regulation 1015 General.

 

Copies of United States SEC Rules 206(4)-6 and 204-2(c)(2) and the Canadian Securities Act R.S.O. 1990 Chapter S5, and the regulations promulgated under the Canadian Securities Act RRO 1990, Regulation 1015 General are available upon written request. In addition, information pertaining to how OSAM or its third-party service provider/agent voted on any specific proxy issue is also available upon written request. Any questions regarding OSAM’s proxy voting policy shall be directed to Raymond Amoroso, III, Esq., Chief Compliance Officer of OSAM at 203-975-3318.

 

Mitigating Circumstances/Conflicts of Interest

 

The following are examples of mitigating circumstances and/or conflicts of interest: (1) an adviser or its affiliate may manage a pension plan, administer employee benefit plans, or provide brokerage, underwriting, insurance, or banking services to a company whose management is soliciting proxies; (2) an adviser may have business or personal relationships with participants in proxy contests, corporate directors, or candidates for directorships, etc.; (3) an adviser has a business relationship not with the company but with a proponent of a proxy proposal that may affect how it casts votes on client securities; and (4) senior management’s recommendation, in the opinion of OSAM, is not in the best interests of the client.

 

Class Action Lawsuit Filings

 

OSAM does NOT file any class action lawsuits on behalf of its clients and the client should consult with an attorney of his or her choice with regards to any class action lawsuit filings or contact OSAM’s Chief Compliance Officer, Raymond Amoroso, III, Esq.

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Pre-Population of Voting Proxies/Engagement of a Proxy Voting Vendor

 

Pre-population and automated voting generally occur before the proxy voting submission deadline. In the event that OSAM pre-populates clients’ votes (or engages a proxy voting vendor that does so), and the OSAM (or its proxy voting vendor) becomes aware that subsequent to submission of OSAM’s votes, the proxy issuer publishes new material information prior to the voting submission deadline, OSAM (in conjunction with its proxy voting vendor), shall determine that it (or the proxy vendor that it engages) has the ability to react to, and address, whether such additional information requires a vote change. Policy: If, subsequent to completion of OSAM’s voting process, the proxy issuer publishes new material information, such information will be reviewed by OSAM (or proxy vendor that OSAM engages), and a determination will be made if a change in OSAM’s prior vote is necessary. If a vote change is determined necessary, OSAM (or its proxy voting vendor), shall, to the extent reasonably possible, make the revised vote prior to the submission deadline.

 

Implementation/Adoption

 

Raymond Amoroso, III, Esq., Chief Compliance Officer, or his designee shall be primarily responsible for determining how client proxies are voted and recording how OSAM addressed any mitigating circumstance or conflict of interest. Mr. Amoroso, CCO shall be primarily responsible for the ongoing review and evaluation of OSAM’s proxy voting policy and corresponding compliance with the requirements of United States SEC’s Rules 206(4)-6 and 204-2(c)(2) and the Canadian Securities Act R.S.O. 1990 Chapter S5, and the regulations promulgated under the Canadian Securities Act RRO 1990, Regulation 1015 General. Copies of the Rules can be attached and made a part hereof.

 

The above Proxy Voting Policy was initially adopted by O’Shaughnessy Asset Management, LLC on the first day of October, 2007, and amended in March 2021 to reflect the July 2020 SEC proxy voting amendment relative to pre-population above (if applicable).

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PGIM, Inc.

 

PROXY VOTING POLICIES

In General

 

PGIM Fixed Income accepts the authority to vote securities held in clients’ accounts when the clients wish to provide them with this authority. PGIM Fixed Income’s investment management agreements with clients will generally specify whether or not they have the authority to vote proxies on the clients’ behalf. PGIM Fixed Income does not receive a significant number of proxies since they primarily invest client assets in debt instruments. Proxy voting is reviewed by PGIM Fixed Income’s trade management oversight committee.

 

Proxy Voting Policy and Procedures

PGIM Fixed Income policy is to vote proxies in the best economic interest of the clients. In the case of pooled accounts, PGIM Fixed Income policy is to vote proxies in the best economic interest of the pooled account.

 

PGIM Fixed Income proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect their judgment of how to further the best economic interest of their clients through the shareholder or debt-holder voting process. PGIM Fixed Income generally votes with management on routine matters such as the appointment of accountants or the election of directors. From time to time, ballot issues arise that are not addressed by our policy or circumstances may suggest a vote not in accordance with our established guidelines. In these cases, voting decisions are made on a case-by-case basis by the applicable portfolio manager taking into consideration the potential economic impact of the proposal.

 

Not all ballots are received in advance of voting deadlines, but when ballots are received in a timely fashion, PGIM Fixed Income strives to meet their voting obligations. PGIM Fixed Income cannot, however, guarantee that every proxy will be voted prior to its deadline.

 

With respect to non-U.S. holdings, PGIM Fixed Income takes into account additional restrictions in some countries that might impair their ability to trade those securities or have other potentially adverse economic consequences. PGIM Fixed Income generally votes non-U.S. securities on a best efforts basis if they determine that voting is in the best economic interest of their clients.

 

Client Direction of Voting

 

PGIM Fixed Income will use best efforts to implement any written client voting instructions with respect to a specific solicitation where appropriate.

 

Conflicts of Interest in the Voting Process

 

Occasionally, a conflict of interest may arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client of ours. When PGIM Fixed Income identifies an actual or potential material conflict of interest between their firm and their clients with respect to proxy voting, the matter is presented to senior management who will resolve such issue in consultation with the compliance and legal departments.

 

Accounts for Which PGIM Fixed Income Does Not Vote Securities

Some of PGIM Fixed Income’s clients elect to retain voting authority for themselves. If a client has a question about a particular solicitation, the client may contact its account management representative and PGIM Fixed Income will try to address the client’s question. PGIM Fixed Income will not, however, disclose how they intend to vote on an issue for other clients’ accounts.

 

How to Obtain Information Regarding Proxy Voting

 

Any client may obtain a copy of PGIM Fixed Income’s proxy voting policy, guidelines and procedures, as well as the proxy voting records for that client’s securities, by contacting the account management representative responsible for the client’s account.

 

Securities Lending and Proxies

 

Clients that participate in PGIM Fixed Income’s securities lending program should be aware that when securities are on loan, they cannot be voted by PGIM Fixed Income. Under certain circumstances, PGIM Fixed Income may not recall loaned securities in order to vote, including if:

 

they deem the benefit of exercising the vote to be outweighed by the economic benefit of keeping the securities on loan or the administrative burden of calling them back;
 
     
it is impracticable to obtain the return of the securities from the borrower in time to vote; or
     
 
they are not aware of a pending vote.
 
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WESTERN ASSET MANAGEMENT COMPANY

PROXY VOTING POLICY

 

Proxy Voting

Background

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

 

POLICY

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

 

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

 

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

 

PROCEDURES

Responsibility and Oversight

The Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

 

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

 

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

 

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

  a. Proxies are reviewed to determine accounts impacted.
  b. Impacted accounts are checked to confirm Western Asset voting authority.
  c. Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)
  d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
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  e. Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.
  f. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

 

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

 

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

a. A copy of Western Asset’s policies and procedures.
b. Copies of proxy statements received regarding client securities.
c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests
e. A proxy log including:
1. Issuer name;
2. Exchange ticker symbol of the issuer’s shares to be voted;
3. Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

 

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

 

Disclosure

Western Asset’s proxy policies are described in the Firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

 

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;
2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

 

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

 

Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.

 

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

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1. Matters relating to the Board of Directors

Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.
b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.
c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
d. Votes are cast on a case-by-case basis in contested elections of directors.

 

2. Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

a. Except where the Firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.
b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.
d. Except where the Firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

3. Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

a. Western Asset votes for proposals relating to the authorization of additional common stock.
b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
c. Western Asset votes for proposals authorizing share repurchase programs.

 

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

5. Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.
b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

6. Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.
b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

7. Reporting of Financially Material Information

Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle.

 

II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

3. Western Asset votes on a case-by-case basis on other shareholder proposals where the Firm is otherwise withholding votes for the entire board of directors.

 

Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

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III. Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines:

 

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

 

V. Environmental, Social and Governance Matters

Western Asset considers ESG matters as part of the overall investment process. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.

 

As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.

 

As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.

 

Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.

 

Western Asset’s engagement process is aligned with the principles of the United Nations Global Compact (UNGC) and engages with issuers on the principles enshrined within it. Some of these issues include, but are not restricted to, Climate Risk and Environmental Management, Diversity and Development of Talent, Human Rights and Supply Chain Management, Product Safety and Security, Transparency in Reporting and Governance and Corporate Management As such, Western Asset seeks to integrate ESG principles into investment analysis where applicable and consistent with the Firm’s fiduciary duties. Although bondholders possess very different legal rights than shareholders, Western Asset believes it can impact ESG practices given its role in determining issuers’ cost of debt capital. By reinforcing the linkage between ESG practices and the cost of capital in meetings with issues, Western Asset seeks to guide issuers to improve their behavior around material ESG issues. Proxy voting practices reflect these priorities.

 

Situations can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm’s fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts and circumstances of each proposal.

 

RETIREMENT ACCOUNTS

 

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

 

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.

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Proxy Voting

 

Westfield Capital Management Company, L.P.

 

Proxy Voting Policy

 

Introduction

 

 

Westfield will offer to vote proxies for all client accounts. Westfield believes that the voting of proxies can be an important tool for investors to promote best practices in corporate governance. Therefore, Westfield seeks to vote all proxies in the best interest of our clients which includes ERISA plan participants and beneficiaries, as applicable. Westfield also recognizes that the voting of proxies with respect to securities held in client accounts is an investment responsibility having economic value. Based on this, Westfield votes all ballots received for client accounts and covers all costs associated with voting proxy ballots.

 

In accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Act”), Westfield has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of our clients. Westfield’s authority to vote proxies for our clients is established in writing, usually by the investment advisory contract. Clients can change such authority at any time with prior written notice to Westfield. Clients can also contact their Marketing representative or the Operations Department (wcmops@wcmgmt.com) for a report of how their accounts’ securities were voted.

 

Oversight of Proxy Voting Function

 

 

Westfield has engaged a third-party service provider, Institutional Shareholder Services, Inc. (the “vendor”), to assist with proxy voting. Westfield’s Operations Proxy team (the “Proxy team”) will:

 

oversee the vendor; this includes performing annual audits of the proxy votes and conducting annual due diligence;
ensure required proxy records are retained according to applicable rules and regulations and internal policy;
distribute proxy reports prepared by the vendor for internal and external requests;
review the proxy policy and voting guidelines at least annually; and
     
   
identify material conflicts of interest that may impair Westfield’s ability to vote shares in our clients’ best interest.

 

Proxy Voting Guidelines

Westfield utilizes the vendor’s proxy voting guidelines, which consider market-specific best practices, transparency, and disclosure when addressing shareholder matters. Westfield does not select a client’s voting policy. Clients must choose the policy that best fits their requirements. Clients may choose to vote in accordance with the vendor’s U.S. proxy voting guidelines (i.e., Standard Guidelines), Taft-Hartley guidelines which are in full conformity with the AFL-CIO’s proxy voting guidelines, Socially Responsible Investing Guidelines (“SRI”) or Sustainability Guidelines. A summary of ISS’ voting guidelines is located at the end of this policy.

 

The vendor reviews the above listed policies annually to ensure they are still considering market-specific best practices, transparency, and disclosure when addressing shareholder matters. Westfield reviews these changes annually to ensure they are in our clients’ best interests.

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Generally, information on Westfield’s proxy voting decisions or status of votes will not be communicated or distributed to external solicitors. On occasion, Westfield may provide such information to solicitors if we believe a response will benefit our clients or a response is requested from the Westfield security analyst or portfolio manager.

 

Proxy Voting Process

 

The vendor tracks proxy meetings and reconciles proxy ballots received for each meeting. Westfield will use best efforts in obtaining any missing ballots; however, we vote only those proxy ballots the vendor has received. For any missing ballots, the vendor and/or Westfield will contact custodians to locate such missing ballots. Since there can be many factors affecting proxy ballot retrieval, it is possible that Westfield will not receive a ballot in time to place a vote. Clients who participate in securities lending programs should be aware that Westfield will not call back any shares on loan for proxy voting purposes. However, Westfield could request a client call back shares if we determine there is the potential for a material benefit in doing so.

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For each meeting, the vendor reviews the agenda and applies a vote recommendation for each proposal based on the written guidelines assigned to the applicable accounts. Proxies will be voted in accordance with the guidelines, unless the Westfield analyst or portfolio manager believes that following the vendor’s guidelines would not be in the clients’ best interests.

 

With limited exceptions, an analyst or portfolio manager may request to override the Standard or the Sustainability Guidelines at any time on or before the meeting cutoff date. In addition, certain proxy ballots (e.g., contentious proposals) may necessitate further review from the analyst or portfolio manager. The Proxy team will attempt to identify such ballots and bring them to the analyst’s or portfolio manager’s attention. If the analyst or portfolio manager chooses to vote against the vendor’s stated guidelines in any instance, he/she must make the request in writing and provide a rationale for the vote against the stated guidelines. No analyst or portfolio manager overrides are permitted in the Taft-Hartley and SRI guidelines.

 

Conflicts of Interest

 

Compliance and the Proxy team are responsible for identifying conflicts of interest that could arise when voting proxy ballots on behalf of Westfield’s clients. Per Westfield’s Code of Ethics and other internal policies, all employees should avoid situations where potential conflicts may exist. Westfield has put in place certain reviews to ensure proxies are voted solely on the investment merits of the proposal. In identifying potential conflicts, Compliance will review many factors, including, but not limited to existing relationships with Westfield or an employee, and the vendor’s disclosed conflicts. If an actual conflict of interest is identified, it is reviewed by the Compliance and/or the Proxy teams. If it is determined that the conflict is material in nature, the analyst or portfolio manager may not override the vendor’s recommendation. Westfield’s material conflicts are coded within the vendor’s system. These meetings are flagged within the system to ensure Westfield does not override the vendor’s recommendations.

 

Annually, Westfield will review ISS’ policies regarding their disclosure of their significant relationships to determine if there are conflicts that would impact Westfield. Westfield will also review their Code of Ethics which specifically identifies their actual or potential conflicts. During the annual due diligence visit Westfield ensures that ISS still has firewalls in place to separate the staff that performs proxy analyses and research from the members of ISS Corporate Solutions, Inc.

 

Proxy Reports

Westfield can provide account specific proxy reports to clients upon request or at scheduled time periods (e.g., quarterly). Client reporting requirements typically are established during the initial account set-up stage, but clients may modify this reporting schedule at any time with prior written notice to Westfield. The reports will contain at least the following information:

 

company name
meeting agenda
how the account voted on each agenda item
how management recommended the vote to be cast on each agenda item
rationale for any votes against the established guidelines (rationale is not always provided for votes that are in-line with guidelines since these are set forth in the written guidelines)
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Recordkeeping

In accordance with Rule 204-2 of the Investment Advisers Act of 1940, proxy voting records will be maintained for at least five years. The following records will be retained by either Westfield or the proxy vendor:

 

a copy of the Proxy Voting Polices and Guidelines and amendments that were in effect during the required time period;
electronic or paper copies of each proxy statement received by Westfield or the vendor with respect to securities in client accounts (Westfield may also rely on obtaining copies of proxy statements from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system);
records of each vote cast for each client;
documentation created by Westfield that were material to making a decision on how to vote proxies or memorializes the basis for such decision (basis for decisions voted in line with policy is provided in the written guidelines);
written reports to clients on proxy voting and all client requests for information and Westfield’s response;
     
   
disclosure documentation to clients on how they may obtain information on how Westfield voted their securities
   
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Concise Proxy Voting Guidelines
Benchmark Policy Recommendations

 

Effective for Meetings on or after February 1, 2022
Published December 14, 2021

 

ISS GOVERNANCE.COM

 

© 2021 | Institutional Shareholder Services and/or its affiliates

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The policies contained herein are a sampling only of selected key ISS U.S. proxy voting guidelines, and are not intended to be exhaustive. The complete guidelines can be found at:

 

https://www.issgovernance.com/policy-gateway/voting-policies/

 

Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

General Recommendation: Generally vote for director nominees, except under the following circumstances (with new nominees1 considered on case-by-case basis):

 

 

Independence

Vote against2 or withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per ISS’ Classification of Directors) when:

 

Independent directors comprise 50 percent or less of the board;
The non-independent director serves on the audit, compensation, or nominating committee;
The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or
The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee.

 

Composition

 

Attendance at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees who served only part of the fiscal year3) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:

 

Medical issues/illness;
Family emergencies; and
Missing only one meeting (when the total of all meetings is three or fewer).
 

1 A “new nominee” is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question.

2 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

3 Nominees who served for only part of the fiscal year are generally exempted from the attendance policy.

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In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.

 

If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.

 

Overboarded Directors: Generally vote against or withhold from individual directors who:

 

Sit on more than five public company boards; or
Are CEOs of public companies who sit on the boards of more than two public companies besides their own— withhold only at their outside boards4.

 

Gender Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company’s board. An exception will be made if there was a woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.

 

This policy will also apply for companies not in the Russell 3000 and S&P1500 indices, effective for meetings on or after Feb. 1, 2023.

 

Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members5. An exception will be made if there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year.

 

Responsiveness

 

Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:

 

The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are:
Disclosed outreach efforts by the board to shareholders in the wake of the vote;
Rationale provided in the proxy statement for the level of implementation;
The subject matter of the proposal;
The level of support for and opposition to the resolution in past meetings;
Actions taken by the board in response to the majority vote and its engagement with shareholders;
The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and
Other factors as appropriate.
 

4 Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.

5 Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.

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The board failed to act on takeover offers where the majority of shares are tendered;
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote.

 

Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:

 

The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are:
The company’s response, including:
Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated);
Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition;
Disclosure of specific and meaningful actions taken to address shareholders’ concerns;
Other recent compensation actions taken by the company;
Whether the issues raised are recurring or isolated;
The company’s ownership structure; and
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.

 

Accountability

 

Problematic Takeover Defenses/Governance Structure

 

Poison Pills: Vote against or withhold from all nominees (except new nominees1, who should be considered case-by-case) if:

 

The company has a poison pill that was not approved by shareholders6. However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote);
The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or
The pill, whether short-term7 or long-term, has a deadhand or slowhand feature.

 

Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.

 

Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.

 

Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-,

 

6 Public shareholders only, approval prior to a company’s becoming public is insufficient.

7 If the short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, ISS will generally still recommend withhold/against nominees at the next shareholder meeting following its adoption.

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three-, and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:

 

A classified board structure;
A supermajority vote requirement;
Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections;
The inability of shareholders to call special meetings;
The inability of shareholders to act by written consent;
A multi-class capital structure; and/or
A non-shareholder-approved poison pill.

 

Unilateral Bylaw/Charter Amendments and Problematic Capital Structures: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders, considering the following factors:

 

The board’s rationale for adopting the bylaw/charter amendment without shareholder ratification;
Disclosure by the company of any significant engagement with shareholders regarding the amendment;
The level of impairment of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter;
The board’s track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions;
The company’s ownership structure;
The company’s existing governance provisions;
The timing of the board’s amendment to the bylaws/charter in connection with a significant business development; and
Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders.

 

Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees1, who should be considered case-by-case) if the directors:

 

Classified the board;
Adopted supermajority vote requirements to amend the bylaws or charter; or
Eliminated shareholders’ ability to amend bylaws.

 

Unequal Voting Rights

 

Problematic Capital Structure - Newly Public Companies: For 2022, for newly public companies8, generally vote against or withhold from the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board implemented a multi-class capital structure in which the classes have unequal voting rights without subjecting the multi-class capital structure to a reasonable time-based sunset. In assessing the reasonableness of a time-based sunset provision, consideration will be given to the company’s lifespan, its post-IPO ownership structure and the board’s disclosed

 

8 Newly-public companies generally include companies that emerge from bankruptcy, SPAC transactions, spin-offs, direct listings, and those who complete a traditional initial public offering.

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rationale for the sunset period selected. No sunset period of more than seven years from the date of the IPO will be considered to be reasonable.

 

Continue to vote against or withhold from incumbent directors in subsequent years, unless the problematic capital structure is reversed, removed, or subject to a newly added reasonable sunset.

 

Common Stock Capital Structure with Unequal Voting Rights: Starting Feb 1, 2023, generally vote withhold or against directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case), if the company employs a common stock structure with unequal voting rights9.

 

Exceptions to this policy will generally be limited to:

 

Newly-public companies8 with a sunset provision of no more than seven years from the date of going public;
Limited Partnerships and the Operating Partnership (OP) unit structure of REITs;
Situations where the unequal voting rights are considered de minimis; or
The company provides sufficient protections for minority shareholders, such as allowing minority shareholders a regular binding vote on whether the capital structure should be maintained.

 

Problematic Governance Structure - Newly Public Companies: For newly public companies8, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees1, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:

 

Supermajority vote requirements to amend the bylaws or charter;
A classified board structure; or
Other egregious provisions.

 

A reasonable sunset provision will be considered a mitigating factor.

 

Unless the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.

 

Management Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:

 

The presence of a shareholder proposal addressing the same issue on the same ballot;
The board’s rationale for seeking ratification;
Disclosure of actions to be taken by the board should the ratification proposal fail;
Disclosure of shareholder engagement regarding the board’s ratification request;
The level of impairment to shareholders’ rights caused by the existing provision;
The history of management and shareholder proposals on the provision at the company’s past meetings;
Whether the current provision was adopted in response to the shareholder proposal;
The company’s ownership structure; and
Previous use of ratification proposals to exclude shareholder proposals.
 

9 This generally includes classes of common stock that have additional votes per share than other shares; classes of shares that are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights (“loyalty shares”).

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Restrictions on Shareholders’ Rights

 

Restricting Binding Shareholder Proposals: Generally vote against or withhold from the members of the governance committee if:

 

The company’s governing documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject matter restrictions, or time holding requirements in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis.

 

Submission of management proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as an insufficient restoration of shareholders’ rights. Generally continue to vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.

 

Problematic Audit-Related Practices

 

Generally vote against or withhold from the members of the Audit Committee if:

 

The non-audit fees paid to the auditor are excessive;
The company receives an adverse opinion on the company’s financial statements from its auditor; or
There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

 

Vote case-by-case on members of the Audit Committee and potentially the full board if:

 

Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted.

 

Problematic Compensation Practices

 

In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:

 

There is an unmitigated misalignment between CEO pay and company performance (pay for performance);
The company maintains significant problematic pay practices; or
The board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:

 

The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or
The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions.

 

Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.

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Problematic Pledging of Company Stock:

 

Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company sto1ck by executives or directors raises concerns. The following factors will be considered:

 

The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity;
The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume;
Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time;
Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and
Any other relevant factors.

 

Climate Accountability

 

For companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain10, generally vote against or withhold from the incumbent chair of the responsible committee (or other directors on a case-by-case basis) in cases where ISS determines that the company is not taking the minimum steps needed to understand, assess, and mitigate risks related to climate change to the company and the larger economy.

 

For 2022, minimum steps to understand and mitigate those risks are considered to be the following. Both minimum criteria will be required to be in compliance:

 

Detailed disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD), including:

     Board governance measures;

     Corporate strategy;

     Risk management analyses; and

     Metrics and targets.

Appropriate GHG emissions reduction targets.

 

For 2022, “appropriate GHG emissions reductions targets” will be any well-defined GHG reduction targets. Targets for Scope 3 emissions will not be required for 2022 but the targets should cover at least a significant portion of the company’s direct emissions. Expectations about what constitutes “minimum steps to mitigate risks related to climate change” will increase over time.

 

Governance Failures

 

Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:

 

Material failures of governance, stewardship, risk oversight11, or fiduciary responsibilities at the company;
Failure to replace management as appropriate; or
Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.
 

10 For 2022, companies defined as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group list.

11 Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor risk oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock.

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Voting on Director Nominees in Contested Elections

 

Vote-No Campaigns

General Recommendation: In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information.

 

Proxy Contests/Proxy Access

General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors:

 

Long-term financial performance of the company relative to its industry;
Management’s track record;
Background to the contested election;
Nominee qualifications and any compensatory arrangements;
Strategic plan of dissident slate and quality of the critique against management;
Likelihood that the proposed goals and objectives can be achieved (both slates); and
Stock ownership positions.

 

In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).

 

Other Board-Related Proposals

 

 

Independent Board Chair

General Recommendation: Generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following:

 

The scope and rationale of the proposal;
The company’s current board leadership structure;
The company’s governance structure and practices;
Company performance; and
Any other relevant factors that may be applicable.

 

The following factors will increase the likelihood of a “for” recommendation:

 

A majority non-independent board and/or the presence of non-independent directors on key board committees;
A weak or poorly-defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role;
The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair;
Evidence that the board has failed to oversee and address material risks facing the company;
A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or
Evidence that the board has failed to intervene when management’s interests are contrary to shareholders’ interests.
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Shareholder Rights & Defenses

 

Shareholder Ability to Act by Written Consent

General Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit shareholders’ ability to act by written consent.

 

Generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:

 

Shareholders’ current right to act by written consent;
The consent threshold;
The inclusion of exclusionary or prohibitive language;
Investor ownership structure; and
Shareholder support of, and management’s response to, previous shareholder proposals.

 

Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:

 

An unfettered12 right for shareholders to call special meetings at a 10 percent threshold;
A majority vote standard in uncontested director elections;
No non-shareholder-approved pill; and
An annually elected board.

 

Shareholder Ability to Call Special Meetings

 

General Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.

 

Generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:

 

Shareholders’ current right to call special meetings;
Minimum ownership threshold necessary to call special meetings (10 percent preferred);
The inclusion of exclusionary or prohibitive language;
Investor ownership structure; and
Shareholder support of, and management’s response to, previous shareholder proposals.

 

Virtual Shareholder Meetings

 

General Recommendation: Generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only13 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.

 

12 “Unfettered” means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.

13 Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting.

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Vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:

 

Scope and rationale of the proposal; and
Concerns identified with the company’s prior meeting practices.

 

Capital/Restructuring

 

Common Stock Authorization

 

General Authorization Requests

General Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of common stock that are to be used for general corporate purposes:

 

          If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares.

          If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares.

          If share usage is greater than current authorized shares, vote for an increase of up to the current share usage.

          In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization.

 

Generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:

 

          The proposal seeks to increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes;

          On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization;

          The company has a non-shareholder approved poison pill (including an NOL pill); or

          The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval.

 

However, generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:

 

          In, or subsequent to, the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a going concern;

          The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or

          A government body has in the past year required the company to increase its capital ratios.

 

For companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.

 

Specific Authorization Requests

General Recommendation: Generally vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as

 

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acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of:

 

twice the amount needed to support the transactions on the ballot, and
the allowable increase as calculated for general issuances above.

 

Mergers and Acquisitions

 

General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

 

Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale.
Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.
Negotiations and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

 

Compensation

 

Executive Pay Evaluation

 

Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:

 

1. Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;
2. Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;
3. Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process
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for compensation decision-making (e.g., including access to independent expertise and advice when needed);

4. Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;
5. Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors is reasonable and does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.

 

Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)

 

General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.

 

Vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:

 

There is an unmitigated misalignment between CEO pay and company performance (pay for performance);
The company maintains significant problematic pay practices;
The board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Vote against or withhold from the members of the Compensation Committee and potentially the full board if:

 

There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;
The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast;
The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or
The situation is egregious.

 

Primary Evaluation Factors for Executive Pay

 

Pay-for-Performance Evaluation

 

ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the S&P1500, Russell 3000, or Russell 3000E Indices14, this analysis considers the following:

 

1. Peer Group15 Alignment:

 

The degree of alignment between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over a three-year period.
The rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period.
 

14 The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities.

15 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and company’s selected peers’ GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the company’s market cap. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant.

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The multiple of the CEO’s total pay relative to the peer group median in the most recent fiscal year.

 

2. Absolute Alignment16 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.

 

If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, a misalignment between pay and performance is otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to an evaluation of how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:

 

The ratio of performance- to time-based incentive awards;
The overall ratio of performance-based compensation to fixed or discretionary pay;
The rigor of performance goals;
The complexity and risks around pay program design;
The transparency and clarity of disclosure;
The company’s peer group benchmarking practices;
Financial/operational results, both absolute and relative to peers;
Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards);
Realizable pay17 compared to grant pay; and
Any other factors deemed relevant.

 

Problematic Pay Practices

 

The focus is on executive compensation practices that contravene the global pay principles, including:

 

Problematic practices related to non-performance-based compensation elements;
Incentives that may motivate excessive risk-taking or present a windfall risk; and
Pay decisions that circumvent pay-for-performance, such as options backdating or waiving performance requirements.

 

Problematic Pay Practices related to Non-Performance-Based Compensation Elements

 

Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS’ U.S. Compensation Policies FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

 

Repricing or replacing of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);
Extraordinary perquisites or tax gross-ups;
New or materially amended agreements that provide for:
Excessive termination or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus);
 

16 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.

17 ISS research reports include realizable pay for S&P1500 companies.

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CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in connection with a problematic Good Reason definition;
CIC excise tax gross-up entitlements (including “modified” gross-ups);
Multi-year guaranteed awards that are not at risk due to rigorous performance conditions;
Liberal CIC definition combined with any single-trigger CIC benefits;
Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI’s executives is not possible;
Any other provision or practice deemed to be egregious and present a significant risk to investors.

 

Options Backdating

 

The following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:

 

Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;
Duration of options backdating;
Size of restatement due to options backdating;
Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and
Adoption of a grant policy that prohibits backdating and creates a fixed grant schedule or window period for equity grants in the future.

 

Compensation Committee Communications and Responsiveness

 

Consider the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:

 

Failure to respond to majority-supported shareholder proposals on executive pay topics; or
Failure to adequately respond to the company’s previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:
Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated);
Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition;
Disclosure of specific and meaningful actions taken to address shareholders’ concerns;
Other recent compensation actions taken by the company;
Whether the issues raised are recurring or isolated;
The company’s ownership structure; and
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

 

Equity-Based and Other Incentive Plans

 

Please refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.

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General Recommendation: Vote case-by-case on certain equity-based compensation plans18 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “Equity Plan Scorecard” (EPSC) approach with three pillars:
   
Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and
SVT based only on new shares requested plus shares remaining for future grants.

 

Plan Features:
Quality of disclosure around vesting upon a change in control (CIC);
Discretionary vesting authority;
Liberal share recycling on various award types;
Lack of minimum vesting period for grants made under the plan;
Dividends payable prior to award vesting.

 

Grant Practices:
The company’s three-year burn rate relative to its industry/market cap peers;
Vesting requirements in CEO’s recent equity grants (3-year look-back);
The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years);
The proportion of the CEO’s most recent equity grants/awards subject to performance conditions;
Whether the company maintains a sufficient claw-back policy;
Whether the company maintains sufficient post-exercise/vesting share-holding requirements.

 

Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests, or if any of the following egregious factors (“overriding factors”) apply:

 

Awards may vest in connection with a liberal change-of-control definition;
The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies);
The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances;
The plan is excessively dilutive to shareholders’ holdings;
The plan contains an evergreen (automatic share replenishment) feature; or
Any other plan features are determined to have a significant negative impact on shareholder interests.

 

Social and Environmental Issues

 

Global Approach

 

Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political

 

18 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.

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issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.

 

General Recommendation: Generally vote case-by-case, examining primarily whether implementation of the proposal is likely to enhance or protect shareholder value. The following factors will be considered:

 

          If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;

          If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;

          Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive;

          The company’s approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;

          Whether there are significant controversies, fines, penalties, or litigation associated with the company’s environmental or social practices;

          If the proposal requests increased disclosure or greater transparency, whether reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and

          If the proposal requests increased disclosure or greater transparency, whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.

 

Say on Climate (SoC) Management Proposals

 

General Recommendation: Vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan19, taking into account the completeness and rigor of the plan. Information that will be considered where available includes the following:

 

          The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards;

          Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3);

          The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant);

          Whether the company has sought and received third-party approval that its targets are science-based;

          Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050;

          Whether the company discloses a commitment to report on the implementation of its plan in subsequent years;

          Whether the company’s climate data has received third-party assurance;

          Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy;

          Whether there are specific industry decarbonization challenges; and

          The company’s related commitment, disclosure, and performance compared to its industry peers.

 

Say on Climate (SoC) Shareholder Proposals

 

General Recommendation: Vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following:

 

19 Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan.

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The completeness and rigor of the company’s climate-related disclosure;
The company’s actual GHG emissions performance;
Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and
Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive.

 

Climate Change/Greenhouse Gas (GHG) Emissions

General Recommendation: Generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering:

 

          Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

          The company’s level of disclosure compared to industry peers; and

          Whether there are significant controversies, fines, penalties, or litigation associated with the company’s climate change-related performance.

 

Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:

 

          The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

          The company’s level of disclosure is comparable to that of industry peers; and

          There are no significant, controversies, fines, penalties, or litigation associated with the company’s GHG emissions.

 

Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:

 

          Whether the company provides disclosure of year-over-year GHG emissions performance data;

          Whether company disclosure lags behind industry peers;

          The company’s actual GHG emissions performance;

          The company’s current GHG emission policies, oversight mechanisms, and related initiatives; and

          Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions.

 

Racial Equity and/or Civil Rights Audit Guidelines

General Recommendation: Vote case-by-case on proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account:

 

The company’s established process or framework for addressing racial inequity and discrimination internally;
Whether the company has issued a public statement related to its racial justice efforts in recent years, or has committed to internal policy review;
Whether the company has engaged with impacted communities, stakeholders, and civil rights experts,
The company’s track record in recent years of racial justice measures and outreach externally;
Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination; and
Whether the company’s actions are aligned with market norms on civil rights, and racial or ethnic diversity.
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VOTING GUIDELINES

 

2021 Executive Summary

 

Published December 30, 2020

 

ISSGOVERNANCE.COM

© 2020 | Institutional Shareholder Services and/or its affiliates

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TABLE OF CONTENTS

 

Introduction B-190
Board of Directors B-191
Voting on Director Nominees in Uncontested Elections B-191
Board Size B-191
Board Diversity B-192
Majority Threshold Voting Requirement for Director Elections B-192
Cumulative Voting B-192
Shareholder Access to the Proxy B-192
Takeover Defenses / Shareholder Rights B-192
Poison Pills B-193
Proxy Contests — Voting for Director Nominees in Contested Elections B-193
Capital Structure B-194
Increase Authorized Common Stock B-194
Reverse Stock Splits B-194
Dual Class Structures B-194
Preferred Stock Authorization B-194
Share Repurchase Programs B-195
Auditor Ratification B-196
Auditor Independence B-196
Mergers, Acquisitions, and Restructurings B-197
Mergers and Acquisitions B-197
Reincorporation B-197
Executive Compensation B-198
Equity Incentive Plans B-198
Options Backdating B-198
Advisory Votes on Executive Compensation – Management Say-on-Pay Proposals (MSOP) B-198
Golden Parachutes B-198
Proposals to Limit Executive and Director Pay B-199
Corporate Responsibility & Accountability B-200
CERES Roadmap For Sustainability B-200
Corporate and Supplier Codes of Conduct B-200
Greenhouse Gas Emissions B-200
Sustainability Reporting and Planning B-200
Hydraulic Fracturing B-201
Workplace Safety B-201
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Introduction

 

The proxy voting policy of ISS’ Taft-Hartley Advisory Services is based upon the AFL-CIO Proxy Voting Guidelines, which comply with all the fiduciary standards delineated by the U.S. Department of Labor.

 

Taft-Hartley client accounts are governed by the Employee Retirement Income Security Act (ERISA). ERISA sets forth the tenets under which pension fund assets must be managed and invested. Proxy voting rights have been declared by the Department of Labor to be valuable plan assets and therefore must be exercised in accordance with the fiduciary duties of loyalty and prudence. The duty of loyalty requires that the voting fiduciary exercise proxy voting authority solely in the economic interest of participants and plan beneficiaries. The duty of prudence requires that decisions be made based on financial criteria and that a clear process exists for evaluating proxy issues.

 

The Taft-Hartley Advisory Services voting policy was carefully crafted to meet those requirements by promoting long-term shareholder value, emphasizing the “economic best interests” of plan participants and beneficiaries. Taft-Hartley Advisory Services will assess the short-term and long-term impact of a vote and will promote a position that is consistent with the long-term economic best interests of plan members embodied in the principle of a “worker-owner view of value.”

 

The Taft-Hartley Advisory Services guidelines address a broad range of issues, including election of directors, executive compensation, proxy contests, auditor ratification, and tender offer defenses – all significant voting items that affect long-term shareholder value. In addition, these guidelines delve deeper into workplace issues that may have an impact on corporate performance, including:

 

Corporate policies that affect job security and wage levels;

 

Corporate policies that affect local economic development and stability;

 

Corporate responsibility to employees, communities and the environment; and

 

Workplace safety and health issues.

 

Taft-Hartley Advisory Services shall analyze each proxy on a case-by-case basis, informed by the guidelines outlined in the following pages. Taft-Hartley Advisory Services does not intend for these guidelines to be exhaustive. It is neither practical nor productive to fashion voting guidelines and policies which attempt to address every eventuality. Rather, Taft-Hartley Advisory Services’ guidelines are intended to cover the most significant and frequent proxy issues that arise. Issues not covered by the guidelines shall be voted in the interest of plan participants and beneficiaries of the plan based on a worker-owner view of long-term corporate value. Taft-Hartley Advisory Services shall revise its guidelines as events warrant and will remain in full conformity with the AFL-CIO proxy voting policy.

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The policies contained herein are a s ampling only of selected key Taft-Hartley Advisory Services U.S. proxy voting guidelines, and are not intended to be exhaustive. The complete guidelines can be found at:

 

https://www.issgovernance.com/policy-gateway/voting-policies/

 

Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

Electing directors is the single most important stock ownership right that shareholders can exercise. The board of directors is responsible for holding management accountable to performance standards on behalf of the shareholders. Taft-Hartley Advisory Services supports annually elected boards and holds directors to a high standard when voting on their election, qualifications, and compensation.

 

Taft-Hartley Advisory Services believes votes should be cast in a manner that will encourage the independence of boards. In particular, the Taft-Hartley guidelines board independence standards require a two-thirds majority independent board. The Taft-Hartley guidelines also employ a higher bar on director independence classifications, and consider directors who have been on the board for a period exceeding 10 years as non-independent directors. Furthermore, key board committees should be composed entirely of independent directors. Taft-Hartley Advisory Services supports shareholders proposals requesting the separation of the chairman and CEO positions and opposes the election of a non-independent chair.

 

Taft-Hartley Advisory Services takes into account the attendance records of directors, using a benchmark attendance rate of 75 percent of board and committee meetings. Cases of chronic poor attendance without reasonable justification may also warrant adverse recommendations for nominating/governance committees or the full board. Taft-Hartley Advisory Services will also vote against a director nominee who serves on an excessive number of boards. A non-CEO director will be deemed “overboarded” if he/she sits on more than four public company boards while CEO directors will be considered as such if they serve on more than one public company board besides their own. Furthermore, adverse recommendations for directors may be warranted at companies where problematic pay practices exist, and where boards have not been accountable or responsive to their shareholders.

 

Board Size

 

While there is no hard and fast rule among institutional investors as to what may be an optimal board size, a board that is too large may function inefficiently. Conversely, a board that is too small may allow the CEO to exert disproportionate influence or may stretch the time requirements of individual directors too thin. Given that the preponderance of boards in the U.S. range between five and fifteen directors, many institutional investors believe this benchmark is a useful standard for evaluating such proposals. Taft-Hartley Advisory Services will generally vote against any proposal seeking to amend the company’s board size to fewer than five seats or more than fifteen seats.

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Board Diversity

 

Taft-Hartley Advisory Services will generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) for companies in the Russell 3000 or S&P 1500 indices that lack gender diversity. Furthermore, effective for meetings on or after Feb. 1, 2022, Taft-Hartley Advisory Services will generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members.

 

Taft-Hartley Advisory Services will support shareholder proposals asking the board to make greater efforts to search for qualified female and minority candidates for nomination to the board of director. Taft-Hartley fiduciaries generally believe that increasing diversity in the boardroom better reflects a company’s workforce, customers and community, and enhances shareholder value.

 

Majority Threshold Voting Requirement for Director Elections

 

Taft-Hartley fiduciaries believe shareholders should have a greater voice in regard to the election of directors and view majority threshold voting as a viable alternative to the current deficiencies of the plurality system in the U.S. Shareholders have expressed strong support for resolutions on majority threshold voting. Taft-Hartley Advisory Services supports proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors, provided the proposal includes a carve-out for a plurality voting standard in contested director elections.

 

Cumulative Voting

 

Under a cumulative voting scheme, shareholders are permitted to have one vote per share for each director to be elected and may apportion these votes among the director candidates in any manner they wish. This voting method allows minority shareholders to influence the outcome of director contests by “cumulating” their votes for one nominee, thereby creating a measure of independence from management control. Taft-Hartley Advisory Services will generally vote against proposals to eliminate cumulative voting, and for proposals to allow cumulative voting.

 

Shareholder Access to the Proxy

 

Many investors view proxy access as an important shareholder right, one that is complementary to other best- practice corporate governance features. Taft-Hartley Advisory Services is generally supportive of reasonably crafted shareholder proposals advocating for the ability of long-term shareholders to cost-effectively nominate director candidates that represent their interests on management’s proxy card. Shareholder proposals that have the potential to result in abuse of the proxy access right by way of facilitating hostile takeovers will generally not be supported.

 

Takeover Defenses / Shareholder Rights

 

Topics evaluated in this category include shareholders’ ability to call a special meeting or act by written consent, the adoption or redemption of poison pills, unequal voting rights, fair price provisions, greenmail, supermajority vote requirements, and confidential voting.

 

Taft-Hartley Advisory Services will generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only meetings would be held, and to allow for

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comparable rights and opportunities for shareholders to participate electronically as they would have during an in- person meeting.

 

Taft-Hartley Advisory Services generally opposes takeover defenses, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. Further, takeover devices can be used to entrench a board that is unresponsive to shareholders on both governance and corporate social responsibility issues.

 

Poison Pills

 

Shareholder rights plans, more commonly known as poison pills, are warrants issued to shareholders allowing them to purchase shares from the company at a price far below market value when a certain ownership threshold has been reached, thereby effectively preventing a takeover. Poison pills can entrench management and give the board veto power over takeover bids, thereby altering the balance of power between shareholders and management. While poison pills are evaluated on a case-by-case basis depending on a company’s particular set of circumstances, Taft-Hartley Advisory Services will generally vote for proposals to submit a company’s poison pill to shareholder vote and/or eliminate or redeem poison pills.

 

Proxy Contests — Voting for Director Nominees in Contested Elections

 

Contested elections of directors frequently occur when a board candidate or “dissident slate” seeks election for the purpose of achieving a significant change in corporate policy or control of seats on the board. Competing slates will be evaluated on a case-by-case basis with a number of considerations in mind. These include, but are not limited to, the following: personal qualifications of each candidate; the economic impact of the policies advanced by the dissident slate of nominees; and their expressed and demonstrated commitment to the interests of the shareholders of the company.

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Capital Structure

 

Increase Authorized Common Stock

 

Corporations seek shareholder approval to increase their supply of common stock for a variety of business reasons. Taft-Hartley Advisory Services will vote for proposals to increase authorized common stock when management has provided a specific justification for the increase, evaluating proposals on a case-by-case basis. An increase of up to 50 percent is enough to allow a company to meet its capital needs. Taft-Hartley Advisory Services will vote against proposals to increase an authorization by more than 50 percent unless management provides compelling reasons for the increase.

 

Reverse Stock Splits

 

Reverse splits exchange multiple shares for a lesser amount to increase share price. Evaluation of management proposals to implement a reverse stock split will take into account whether there is a corresponding proportional decrease in authorized shares. Without a corresponding decrease, a reverse stock split is effectively an increase in authorized shares by way of reducing the number of shares outstanding, while leaving the number of authorized shares to be issued at the pre-split level. Taft-Hartley Advisory Services also considers if the reverse stock split is necessary to maintain listing of a company’s stock on the national stock exchanges, or if there is substantial doubt about the company’s ability to continue as a going concern without additional financing.

 

Taft-Hartley Advisory Services generally supports a reverse stock split if the number of authorized shares will be reduced proportionately. When there is not a proportionate reduction of authorized shares, Taft-Hartley trustees should oppose such proposals unless a stock exchange has provided notice to the company of a potential delisting.

 

Dual Class Structures

 

Taft-Hartley Advisory Services does not support dual share class structures. Incumbent management can use a dual class structure to gain unequal voting rights. A separate class of shares with superior voting rights can allow management to concentrate its power and insulate itself from the majority of its shareholders. An additional drawback is the added cost and complication of maintaining the two class system. Taft-Hartley Advisory Services will vote for a one share, one vote capital structure, and a vote against the creation or continuation of dual class structures.

 

Preferred Stock Authorization

 

Preferred stock is an equity security which has certain features similar to debt instruments- such as fixed dividend payments and seniority of claims to common stock - and usually carries little to no voting rights. The terms of blank check preferred stock give the board of directors the power to issue shares of preferred stock at their discretion with voting, conversion, distribution, and other rights to be determined by the board at time of issue. Taft-Hartley Advisory Services will generally vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Taft-Hartley Advisory Services will also consider company-specific factors including past board performance, disclosure on specific reasons/rationale for the proposed increase, the dilutive impact of the request, disclosure of specific risks to shareholders of not approving the request, and whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.

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Share Repurchase Programs

 

While most U.S. companies can and do implement share buyback programs via board resolutions without shareholder votes, there are exceptions to this rule. Certain financial institutions, for example, are required by their regulators to receive shareholder approval for buyback programs. In addition, certain U.S.-listed cross-market companies are required by the law of their country of incorporation to receive shareholder approval to grant the board the authority to repurchase shares.

 

For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, Taft-Hartley Advisory Services will vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market repurchases, in the absence of company-specific concerns. Taft-Hartley Advisory Services will vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from executives at a premium to market price.

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Auditor Ratification

 

Auditor Independence

 

Auditors are the backbone upon which a company’s financial health is measured, and auditor independence is essential for rendering objective opinions upon which investors then rely. When an auditor is paid more in consulting fees than for auditing, its relationship with the company is left open to conflicts of interest. Because accounting scandals evaporate shareholder value, any proposal to ratify auditors is examined for potential conflicts of interest, with particular attention to the fees paid to the auditor, auditor tenure, as well as whether the ratification of auditors has been put up for shareholder vote. Failure by a company to present its selection of auditors for shareholder ratification should be discouraged as it undermines good governance and disenfranchises shareholders.

 

Taft-Hartley Advisory Services will vote against the ratification of a company’s auditor if it receives more than one- quarter of its total fees for consulting or if auditor tenure has exceeded seven years. A vote against the election of Audit Committee members will also be recommended when auditor ratification is not included on the proxy ballot and/or when consulting fees exceed audit fees. Taft-Hartley Advisory Services supports shareholder proposals to ensure auditor independence and effect mandatory auditor ratification.

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Mergers, Acquisitions, and Restructurings

 

Taft-Hartley Advisory Services votes for corporate transactions that take the high road to competitiveness and company growth. Taft-Hartley Advisory Services believes that structuring merging companies to build long-term relationships with a stable and quality work force and preserving good jobs creates long-term company value. Taft- Hartley Advisory Services opposes corporate transactions which indiscriminately lay off workers and shed valuable competitive resources.

 

Mergers and Acquisitions

 

Mergers, acquisitions, spinoffs, reincorporations, and other corporate restructuring plans are evaluated on a case- by-case basis, given the potential for significant impact on shareholder value and on shareholders’ economic interests. In addition, these corporate actions can have a significant impact on community stakeholders and the workforce, and may affect the levels of employment, community lending, equal opportunity, and impact on the environment.

 

Reincorporation

 

For a company that seeks to reincorporate, Taft-Hartley Advisory Services evaluates the merits of the move on a case-by-case basis, taking into consideration both financial and corporate governance concerns including the reasons for reincorporation, a comparison of both the company’s governance practices and provisions prior to and following the reincorporation, and corporation laws of original state and destination state.

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Executive Compensation

 

Equity Incentive Plans

 

Taft-Hartley Advisory Services supports compensating executives at a reasonable rate and believes that executive compensation should be strongly correlated to sustained performance. Stock options and other forms of equity compensation should be performance-based with an eye toward improving shareholder value. Well-designed stock option plans align the interests of executives and shareholders by providing that executives benefit when stock prices rise as the company— and shareholders— prosper together. Poorly designed equity award programs can encourage excessive risk-taking behavior and incentivize executives to pursue corporate strategies that promote short-term stock price to the ultimate detriment of long-term shareholder value.

 

Many plans sponsored by management provide goals so easily attained that executives can realize massive rewards even though shareholder value is not necessarily created. Stock options that are awarded selectively and excessively can dilute shareholders’ share value and voting power. In general, Taft-Hartley Advisory Services supports plans that are offered at fair terms to executives who satisfy well-defined performance goals. Option plans are evaluated on a case-by-case basis, taking into consideration factors including: exercise price, voting power dilution, equity burn rate, executive concentration ratios, pay-for-performance, and the presence of any repricing provisions.

 

Options Backdating

 

Options backdating has serious implications and has resulted in financial restatements, delisting of companies, and/or the termination of executives or directors. When options backdating has taken place, Taft-Hartley Advisory Services may consider recommending against or withholding votes from the compensation committee, depending on the severity of the practices and the subsequent corrective actions taken by the board. Taft-Hartley Advisory Services adopts a case-by-case approach to the options backdating issue to differentiate companies that had sloppy administration versus those that had committed fraud, as well as those companies that have since taken corrective action. Instances in which companies have committed fraud are more disconcerting, and Taft-Hartley Advisory Services will look to them to adopt formal policies to ensure that such practices will not re-occur in the future.

 

Advisory Votes on Executive Compensation – Management Say-on-Pay Proposals (MSOP)

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (management “Say on Pay”), an advisory vote on the frequency of Say on Pay, as well as a shareholder advisory vote on golden parachute compensation. Taft-Hartley Advisory Services believes that executive pay programs should be fair, competitive, reasonable, and appropriate, and that pay for performance should be a central tenet in executive compensation philosophy. Taft-Hartley Advisory Services will vote against MSOP proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Taft-Hartley Advisory Services also supports annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs.

 

Golden Parachutes

 

Golden parachutes are designed to protect the senior level employees of a corporation in the event of a change-in- control. Under most golden parachute agreements, senior level management employees receive a lump sum pay-

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out triggered by a change-in-control at usually two to three times base salary. These severance agreements can grant extremely generous benefits to well-paid executives and most often offer no value to shareholders. Taft- Hartley Advisory Services will vote for shareholder proposals to have all golden parachute agreements submitted for shareholder ratification, and evaluates golden parachutes compensation on a case-by-case basis, consistent with Taft-Hartley Advisory Services’ policies on problematic pay practices related to severance packages.

 

Proposals to Limit Executive and Director Pay

 

Taft-Hartley Advisory Services will vote for shareholder proposals that seek additional disclosure of executive and director pay information. Taft-Hartley Advisory Services will also vote for shareholder proposals that seek to eliminate outside directors’ retirement benefits. Taft-Hartley Advisory Services reviews on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay. This includes shareholder proposals that seek to link executive compensation to non-financial factors such as corporate downsizing, customer/employee satisfaction, community involvement, human rights, social and environmental goals and performance.

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Corporate Responsibility & Accountability

 

Taft-Hartley Advisory Services generally supports social, workforce, and environmental shareholder-sponsored resolutions if they seek to create responsible corporate citizens while at the same time attempting to enhance long-term shareholder value. Taft-Hartley Advisory Services typically supports proposals that ask for disclosure reporting of information that is not available outside the company and not proprietary in nature. Such reporting is particularly most vital when it appears that a company has not adequately addressed shareholder concerns regarding social, workplace, environmental and/or other issues.

 

CERES Roadmap For Sustainability

 

The CERES Roadmap For Sustainability, formulated by the Coalition of Environmentally Responsible Economies, require signing companies to address environmental issues, including protection of the biosphere, sustainable use of natural resources, reduction and disposal of wastes, energy conservation, and employee and community risk reduction. A signatory to the CERES Roadmap For Sustainability would disclose its efforts in such areas through a standardized report submitted to CERES and made available to the public. Taft-Hartley Advisory Services will vote for the adoption of the CERES Principles and for reporting to shareholders on environmental issues.

 

Corporate and Supplier Codes of Conduct

 

Taft-Hartley Advisory Services generally supports proposals that call for the adoption and/or enforcement of clear principles or codes of conduct relating to countries in which there are systematic violations of human rights. These conditions include the use of slave, child, or prison labor, undemocratically elected governments, widespread reports by human rights advocates, fervent pro-democracy protests, or economic sanctions and boycotts.

 

Many proposals refer to the seven core conventions, commonly referred to as the “Declaration on Fundamental Principles and Rights At Work,” ratified by the International Labor Organization (ILO). The seven conventions fall under four broad categories: i) right to organize and bargain collectively; ii) non-discrimination in employment; iii) abolition of forced labor; and iv) end of child labor. Each member nation of the ILO body is bound to respect and promote these rights to the best of their abilities.

 

Taft-Hartley Advisory Services supports the implementation and reporting on ILO codes of conduct. Taft-Hartley Advisory Services also votes in favor of requests for an assessment of the company’s human rights risks in its operation or in its supply chain, or report on its human rights risk assessment process.

 

Greenhouse Gas Emissions

 

Shareholder proposals asking a company to issue a report to shareholders – at reasonable cost and omitting proprietary information – on greenhouse gas emissions ask that the report include descriptions of efforts within companies to reduce emissions, their financial exposure and potential liability from operations that contribute to global warming, and their direct or indirect efforts to promote the view that global warming is not a threat.

 

Proponents argue that there is scientific proof that the burning of fossil fuels causes global warming, that future legislation may make companies financially liable for their contributions to global warming, and that a report on the company’s role in global warming can be assembled at reasonable cost. Taft-Hartley Advisory Services generally supports greater disclosure on climate change-related proposals.

 

Sustainability Reporting and Planning

 

The concept of sustainability is commonly understood as meeting the needs of the present generation without compromising the ability of future generations to meet their own needs. Indeed, the term sustainability is complex

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and poses significant challenges for companies on many levels. Many in the investment community have termed this broader responsibility the “triple bottom line,” referring to the triad of performance goals related to economic prosperity, social responsibility and environmental quality. In essence, the concept requires companies to balance the needs and interests of their various stakeholders while operating in a manner that sustains business growth for the long-term, supports local communities and protects the environment and natural capital for future generations.

 

Taft-Hartley Advisory Services generally supports shareholder proposals seeking greater disclosure on the company’s environmental and social practices, and/or associated risks and liabilities.

 

Hydraulic Fracturing

 

Shareholder proponents have elevated concerns on the use of hydraulic fracturing, an increasingly controversial process in which water, sand, and a mix of chemicals is blasted horizontally into tight layers of shale rock to extract natural gas. As this practice has gained more widespread use, environmentalists have raised concerns that the chemicals mixed with sand and water to aid the fracturing process can contaminate ground water supplies.

Proponents of resolutions at companies that employ hydraulic fracturing are also concerned that wastewater produced by the process could overload the waste treatment plants to which it is shipped. Shareholders have asked companies that utilize hydraulic fracturing to report on the environmental impact of the practice and to disclose policies aimed at reducing hazards from the process.

 

Taft-Hartley Advisory Services generally supports shareholder requests seeking greater transparency on the practice of hydraulic fracturing and its associated risks.

 

Workplace Safety

 

Taft-Hartley Advisory Services supports shareholder requests for workplace safety reports, including reports on accident risk reduction effort.

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UNITED  STATES

 

SRI  PROXY  VOTING

GUIDELINES

 

2021 Executive Summary

 

Published December 30, 2020

 

TITLE

 

 

 

 

 

 

 

 

 

 

 

 

ISSGOVERNANCE.COM

© 2020 | Institutional Shareholder Services and/or its affiliates

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TABLE OF CONTENTS

 

INTRODUCTION B-205
MANAGEMENT PROPOSALS B-206
  1. Board of Directors B-206
  2. Board Responsiveness B-206
  3. Auditors B-207
  4. Takeover Defenses / Shareholder Rights B-207
  5. Miscellaneous Governance Provisions B-207
  6. Capital Structures B-207
  7. Executive and Director Compensation B-208
  8. Mergers and Corporate Restructurings B-208
  9. Mutual Fund Proxies B-208
     
SHAREHOLDER PROPOSALS B-209
  10. Shareholder Proposals on Corporate Governance and Executive Compensation B-209
  11. Shareholder Proposals on Social and Environmental Topics B-209

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INTRODUCTION

 

ISS’ Social Advisory Services division recognizes that socially responsible investors have dual objectives: financial and social. Socially responsible investors invest for economic gain, as do all investors, but they also require that companies in which they invest conduct their business in a socially and environmentally responsible manner.

 

The dual objectives carry through to the proxy voting activity, after the security selection process is completed. In voting their shares, socially responsible institutional shareholders are concerned not only with economic returns to shareholders and good corporate governance, but also with the ethical behavior of corporations and the social and environmental impact of their actions.

 

Social Advisory Services has, therefore, developed proxy voting guidelines that are consistent with the dual objectives of socially responsible shareholders. On matters of social and environmental import, the guidelines seek to reflect a broad consensus of the socially responsible investing community. Generally, Social Advisory Services takes as frame of reference policies that have been developed by groups such as the Interfaith Center on Corporate Responsibility, the General Board of Pension and Health Benefits of the United Methodist Church, Domini Social Investments, and other leading church shareholders and socially responsible mutual fund companies. Additionally, Social Advisory Services incorporates the active ownership and investment philosophies of leading globally recognized initiatives such as the United Nations Environment Programme Finance Initiative (UNEP FI), the United Nations Principles for Responsible Investment (UNPRI), the United Nations Global Compact, and environmental and social European Union Directives.

 

On matters of corporate governance, executive compensation, and corporate structure, Social Advisory Services guidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance consistent with responsibilities to society as a whole.

 

The guidelines provide an overview of how Social Advisory Services recommends that its clients vote. Social Advisory Services notes that there may be cases in which the final vote recommendation on a particular company varies from the voting guidelines due to the fact that Social Advisory Services closely examines the merits of each proposal and consider relevant information and company-specific circumstances in arriving at decisions. Where ISS acts as voting agent for its clients, it follows each client’s voting policy, which may differ in some cases from the policies outlined in this document. Social Advisory Services updates its guidelines on an annual basis to take into account emerging issues and trends on environmental, social, and corporate governance topics, in addition to evolving market standards, regulatory changes, and client feedback.

 

The guidelines evaluate management and shareholder proposals as follows:

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The policies contained herein are a sampling only of selected key Social Advisory Services U.S. proxy voting guidelines, and are not intended to be exhaustive. The complete guidelines can be found at:

 

https://www.issgovernance.com/policy-gateway/voting-policies/

 

MANAGEMENT PROPOSALS

 

1. Board of Directors

 

Social Advisory Services considers director elections to be one of the most important voting decisions that shareholders make. Boards should be composed of a majority of independent directors and key board committees should be composed entirely of independent directors. The independent directors are expected to organize much of the board’s work, even if the chief executive officer also serves as chairman of the board. It is expected that boards will engage in critical self-evaluation of themselves and of individual members. Directors are ultimately responsible to the corporation’s shareholders. The most direct expression of this responsibility is the requirement that directors be elected to their positions by the shareholders.

 

Social Advisory Services will generally oppose slates of director nominees that are not composed of a majority of independent directors and will vote against/withhold votes from non-independent directors who sit on key board committees. In addition, Social Advisory Services will generally vote against/withhold votes from directors individually, committee members, or potentially the entire board, for failure to adequately guard against or manage ESG risks or for lack of sustainability reporting in the company’s public documents and/or website in conjunction with a failure to adequately manage or mitigate ESG risks. Social Advisory Services will also vote against/withhold votes from members of the nominating committee, with the exception of new nominees, where the board lacks at least one woman and one racially diverse director, and when the board is not at least 30 percent diverse. The election of directors who have failed to attend a minimum of 75 percent of board meetings held during the year will be opposed. Furthermore, Social Advisory Services will vote against a director nominee who serves on an excessive number of boards. A non-CEO director will be deemed “overboarded” if he/she sits on more than five public company boards while CEO directors will be considered as such if they serve on more than two public company boards besides their own.

 

Social Advisory Services supports requests asking for the separation of the positions of chairman and CEO, opposes the creation of classified boards, and reviews proposals to change board size on a case-by-case basis. Social Advisory Services also generally supports shareholder proposals calling for greater access to the board, affording shareholders the ability to nominate directors to corporate boards. Social Advisory Services may vote against/withhold from directors at companies where problematic pay practices exist, and where boards have not been accountable or responsive to their shareholders.

 

2. Board Responsiveness

 

Social Advisory Services will vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if the board fails to act on a shareholder proposal that received the support of a majority of the shares in the previous year. When evaluating board responsiveness issues, Social Advisory Services takes into account other factors, including the board’s failure to act on takeover offers where the majority of shares are tendered; if at the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; or if

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the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.

 

3. Auditors

 

While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, Social Advisory Services believes that outside accountants must ultimately be accountable to shareholders. Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. A Blue Ribbon Commission concluded that audit committees must improve their current level of oversight of independent accountants. Social Advisory Services will vote against the ratification of the auditor in cases where non-audit fees represent more than 25 percent of the total fees paid to the auditor in the previous year. Social Advisory Services supports requests asking for the rotation of the audit firm, if the request includes a timetable of five years or more.

 

4. Takeover Defenses / Shareholder Rights

 

Topics evaluated in this category include shareholders’ ability to call a special meeting or act by written consent, the adoption or redemption of poison pills, unequal voting rights, fair price provisions, greenmail, supermajority vote requirements, and confidential voting.

 

Social Advisory Services will generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.

 

Social Advisory Services generally opposes takeover defenses, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. Further, takeover devices can be used to entrench a board that is unresponsive to shareholders on both governance and corporate social responsibility issues.

 

5. Miscellaneous Governance Provisions

 

Social Advisory Services evaluates proposals that concern governance issues such as shareholder meeting adjournments, quorum requirements, corporate name changes, and bundled or conditional proposals on a case- by-case basis, taking into account the impact on shareholder rights.

 

6. Capital Structures

 

Capital structure related topics include requests for increases in authorized stock, stock splits and reverse stock splits, issuances of blank check preferred stock, debt restructurings, and share repurchase plans.

 

Social Advisory Services supports a one-share, one-vote policy and opposes mechanisms that skew voting rights. Social Advisory Services supports capital requests that provide companies with adequate financing flexibility while protecting shareholders from excessive dilution of their economic and voting interests. Proposals to increase common stock are evaluated on a case-by-case basis, taking into account the company’s past use of share authorizations and elements of the current request.

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7. Executive and Director Compensation

 

The global financial crisis has resulted in significant erosion of shareholder value and highlighted the need for greater assurance that executive compensation is principally performance-based, fair, reasonable, and not designed in a manner that would incentivize excessive risk-taking by management. The crisis has raised questions about the role of pay incentives in influencing executive behavior and motivating inappropriate or excessive risk- taking and other unsustainable practices that could threaten a corporation’s long-term viability. The safety lapses that led to the disastrous explosions at BP’s Deepwater Horizon oil rig and Massey Energy’s Upper Big Branch mine, and the resulting unprecedented losses in shareholder value; a) underscore the importance of incorporating meaningful economic incentives around social and environmental considerations in compensation program design, and; b) exemplify the costly liabilities of failing to do so.

 

Social Advisory Services evaluates executive and director compensation by considering the presence of appropriate pay-for-performance alignment with long-term shareholder value, compensation arrangements that risk “pay for failure,” and an assessment of the clarity and comprehensiveness of compensation disclosures.

Shareholder proposals calling for additional disclosure on compensation issues or the alignment of executive compensation with social or environmental performance criteria are supported, while shareholder proposals calling for other changes to a company’s compensation programs are reviewed on a case-by-case basis.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (Say on Pay), an advisory vote on the frequency of say on pay, as well as a shareholder advisory vote on golden parachute compensation. Social Advisory Services will vote against Say on Pay proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Social Advisory Services will evaluate whether pay quantum is in alignment with company performance, and consideration will also be given to whether the proportion of performance-contingent pay elements is sufficient in light of concerns with a misalignment between executive pay and company performance.

 

Social Advisory Services will vote case-by-case on certain equity-based compensation plans depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “equity plan scorecard” (EPSC) approach.

 

8. Mergers and Corporate Restructurings

 

Mergers, acquisitions, spinoffs, reincorporations, and other corporate restructuring plans are evaluated on a case- by-case basis, given the potential for significant impact on shareholder value and on shareholders’ economic interests. In addition, these corporate actions can have a significant impact on community stakeholders and the workforce, and may affect the levels of employment, community lending, equal opportunity, and impact on the environment.

 

9. Mutual Fund Proxies

 

There are a number of proposals that are specific to mutual fund proxies, including the election of trustees, investment advisory agreements, and distribution agreements. Social Advisory Services evaluates these proposals on a case-by-case basis taking into consideration recent trends and best practices at mutual funds.

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SHAREHOLDER PROPOSALS

 

10. Shareholder Proposals on Corporate Governance and Executive Compensation

 

Shareholder proposals topics include board-related issues, shareholder rights and board accountability issues, as well as compensation matters. Each year, shareholders file numerous proposals that address key issues regarding corporate governance and executive compensation. Social Advisory Services evaluates these proposals from the perspective that good corporate governance practices can have positive implications for a company and its ability to maximize shareholder value. Proposals that seek to improve a board’s accountability to its shareholders and other stakeholders are supported. Social Advisory Services supports initiatives that seek to strengthen the link between executive pay and performance, including performance elements related to corporate social responsibility.

 

11. Shareholder Proposals on Social and Environmental Topics

 

Shareholder resolutions on social and environmental topics include workplace diversity and safety topics, codes of conduct, labor standards and human rights, the environment and energy, weapons, consumer welfare, and public safety.

 

Socially responsible shareholder resolutions are receiving a great deal more attention from institutional shareholders today than they have in the past. In addition to the moral and ethical considerations intrinsic to many of these proposals, there is a growing recognition of their potential impact on the economic performance of the company. Among the reasons for this change are:

 

The number and variety of shareholder resolutions on social and environmental issues has increased;
Many of the sponsors and supporters of these resolutions are large institutional shareholders with significant holdings, and therefore, greater direct influence on the outcomes;
The proposals are more sophisticated – better written, more focused, and more sensitive to the feasibility of implementation; and
Investors now understand that a company’s response to social and environmental issues can have serious economic consequences for the company and its shareholders.

 

Social Advisory Services will closely evaluate proposals that ask the company to cease certain actions that the proponent believes are harmful to society or some segment of society with special attention to the company’s legal and ethical obligations, its ability to remain profitable, and potential negative publicity if the company fails to honor the request. Social Advisory Services supports shareholder proposals that seek to improve a company’s public image, or reduce its exposure to liabilities and risks.

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We empower investors and companies to build for long-term and sustainable growth by providing high-quality data, analytics, and insight.

 

 

 

GET STARTED WITH ISS SOLUTIONS

 

Email sales@issgovernance.com or visit issgovernance.com for more information.

 

 

 

Founded in 1985, the Institutional Shareholder Services group of companies (“ISS”) is the world’s leading provider of corporate governance and responsible investment solutions alongside fund intelligence and services, events, and editorial content for institutional investors, globally. ISS’ solutions include objective governance research and recommendations; responsible investment data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); reliable global governance data and modeling tools; asset management intelligence, portfolio execution and monitoring, fund services, and media. Clients rely on ISS’ expertise to help them make informed investment decisions.

 

 

 

This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the “Information”) is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.

 

The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.

 

The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.

 

ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.

 

Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.

 

© 2020 | Institutional Shareholder Services and/or its affiliates

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UNITED STATES

 

SUSTAINABILITY PROXY
VOTING GUIDELINES

 

2021 Executive Summary

 

Published December 30, 2020

 

ISSGOVERNANCE.COM

© 2020 | Institutional Shareholder Services and/or its affiliates

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TABLE OF CONTENTS

 

INTRODUCTION B-213
MANAGEMENT PROPOSALS B-214
  1. Board of Directors B-214
  2. Board Responsiveness B-214
  3. Auditors B-215
  4. Takeover Defenses / Shareholder Rights B-215
  5. Miscellaneous Governance Provisions B-215
  6. Capital Structures B-215
  7. Executive and Director Compensation B-215
  8. Mergers and Corporate Restructurings B-216
  9. Mutual Fund Proxies B-216
     
SHAREHOLDER PROPOSALS B-217
  10. Shareholder Proposals on Corporate Governance and Executive Compensation B-217
  11. Shareholder Proposals on Social and Environmental Topics B-217
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INTRODUCTION

 

ISS’ Sustainability Advisory Services recognizes the growing view among investment professionals that sustainability or environmental, social, and corporate governance (ESG) factors could present material risks to portfolio investments. Whereas investment managers have traditionally analyzed topics such as board accountability and executive compensation to mitigate risk, greater numbers are incorporating ESG performance into their investment decision making in order to have a more comprehensive understanding of the overall risk profile of the companies in which they invest to ensure sustainable long-term profitability for their beneficiaries.

 

Investors concerned with portfolio value preservation and enhancement through the incorporation of sustainability factors can also carry out this active ownership approach through their proxy voting activity. In voting their shares, sustainability-minded investors are concerned not only with economic returns to shareholders and good corporate governance, but also with ensuring corporate activities and practices are aligned with the broader objectives of society. These investors seek standardized reporting on ESG issues, request information regarding an issuer’s adoption of, or adherence to, relevant norms, standards, codes of conduct or universally recognized international initiatives including affirmative support for related shareholder resolutions advocating enhanced disclosure and transparency.

 

Sustainability Advisory Services has, therefore, developed proxy voting guidelines that are consistent with the objectives of sustainability-minded investors and fiduciaries. On matters of ESG import, ISS’ Sustainability Policy seeks to promote support for recognized global governing bodies promoting sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. Generally, ISS’ Sustainability Policy will take as its frame of reference internationally recognized sustainability-related initiatives such as the United Nations Environment Programme Finance Initiative (UNEP FI), United Nations Principles for Responsible Investment (UNPRI), United Nations Global Compact, Global Reporting Initiative (GRI), Carbon Principles, International Labour Organization Conventions (ILO), CERES Roadmap for Sustainability, Global Sullivan Principles, MacBride Principles, and environmental and social European Union Directives. Each of these efforts promote a fair, unified and productive reporting and compliance environment which advances positive corporate ESG actions that promote practices that present new opportunities or that mitigate related financial and reputational risks.

 

On matters of corporate governance, executive compensation, and corporate structure, the Sustainability Policy guidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance.

 

These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. Sustainability Advisory Services notes there may be cases in which the final vote recommendation at a particular company varies from the voting guidelines due to the fact that Sustainability Advisory Services closely examines the merits of each proposal and consider relevant information and company- specific circumstances in arriving at decisions. To that end, ISS engages with both interested shareholders as well as issuers to gain further insight into contentious issues facing the company. Where ISS acts as voting agent for clients, it follows each client’s voting policy, which may differ in some cases from the policies outlined in this document. Sustainability Advisory Services updates its guidelines on an annual basis to take into account emerging issues and trends on environmental, social and corporate governance topics, as well as the evolution of market standards, regulatory changes and client feedback.

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The policies contained herein are a sampling only of selected key Sustainability Advisory Services U.S. proxy voting guidelines, and are not intended to be exhaustive. The complete guidelines can be found at:

 

https://www.issgovernance.com/policy-gateway/voting-policies/

 

MANAGEMENT PROPOSALS

 

1. Board of Directors

 

ISS’ Sustainability Advisory Services considers director elections to be one of the most important voting decisions that shareholders make. Boards should be sufficiently independent from management (and significant shareholders) so as to ensure that they are able and motivated to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.

 

Sustainability Advisory Services will generally oppose non-independent director nominees if the board is not composed of a majority of independent directors and will vote against/withhold votes from non-independent directors who sit on key board committees. In addition, Sustainability Advisory Services will generally vote against/withhold votes from directors individually, committee members, or potentially the entire board, for failure to adequately guard against or manage ESG risks or for lack of sustainability reporting in the company’s public documents and/or website in conjunction with a failure to adequately manage or mitigate ESG risks. Sustainability Advisory Services will also vote against/withhold votes from certain incumbent nominees if the board lacks at least one female director. The election of directors who have failed to attend a minimum of 75 percent of board meetings held during the year will be opposed. Furthermore, Sustainability Advisory Services will vote against a director nominee who serves on an excessive number of boards. A non-CEO director will be deemed “overboarded” if he/she sits on more than five public company boards while CEO directors will be considered as such if they serve on more than two public company boards besides their own.

 

Sustainability Advisory Services also generally supports requests asking for the separation of the positions of chairman and CEO, and shareholder proposals calling for greater access to the board, affording shareholders the ability to nominate directors to corporate boards. Sustainability Advisory Services may vote against/withhold from directors at companies where problematic pay practices exist, and where boards have not been accountable or responsive to their shareholders.

 

2. Board Responsiveness

 

Sustainability Advisory Services will vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if the board fails to act on a shareholder proposal that received the support of a majority of the shares in the previous year. When evaluating board responsiveness issues, Sustainability Advisory Services takes into account other factors including the board’s failure to act on takeover offers where the majority of shares are tendered; if at the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; or if the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.

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3. Auditors

 

While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, Sustainability Advisory Services believes that outside accountants must ultimately be accountable to shareholders. Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. A Blue Ribbon Commission concluded that audit committees must improve their current level of oversight of independent accountants. Sustainability Advisory Services will vote against the ratification of the auditor in cases where fees for non-audit services are excessive.

 

4. Takeover Defenses / Shareholder Rights

 

Topics evaluated in this category include shareholders’ ability to call a special meeting or act by written consent, the adoption or redemption of poison pills, unequal voting rights, fair price provisions, greenmail, supermajority vote requirements, and confidential voting.

 

Sustainability Advisory Services will generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in- person meeting.

 

Sustainability Advisory Services generally opposes takeover defenses, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. Further, takeover devices can be used to entrench a board that is unresponsive to shareholders on both governance and corporate social responsibility issues.

 

5. Miscellaneous Governance Provisions

 

Sustainability Advisory Services evaluates proposals that concern governance issues such as shareholder meeting adjournments, quorum requirements, corporate name changes, and bundled or conditional proposals on a case- by-case basis, taking into account the impact on shareholder rights.

 

6. Capital Structures

 

Capital structure related topics include requests for increases in authorized stock, stock splits and reverse stock splits, issuances of blank check preferred stock, debt restructurings, and share repurchase plans.

 

Sustainability Advisory Services supports a one-share, one-vote policy and opposes mechanisms that skew voting rights. Sustainability Advisory Services supports capital requests that provide companies with adequate financing flexibility while protecting shareholders from excessive dilution of their economic and voting interests. Proposals to increase common stock are evaluated on a case-by-case basis, taking into account the company’s past use of share authorizations and elements of the current request.

 

7. Executive and Director Compensation

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (Say on Pay), an advisory vote on the frequency of say on pay, as well as a shareholder advisory vote on golden parachute compensation. Sustainability Advisory Services will vote against Say on Pay

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proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.

 

Sustainability Advisory Services will vote case-by-case on certain equity-based compensation plans depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an “equity plan scorecard” (EPSC) approach.

 

8. Mergers and Corporate Restructurings

 

Mergers, acquisitions, spinoffs, reincorporations, and other corporate restructuring plans are evaluated on a case- by-case basis, given the potential for significant impact on shareholder value and on shareholders’ economic interests. In addition, these corporate actions can have a significant impact on community stakeholders and the workforce, and may affect the levels of employment, community lending, equal opportunity, and impact on the environment.

 

9. Mutual Fund Proxies

 

There are a number of proposals that are specific to mutual fund proxies, including the election of trustees, investment advisory agreements, and distribution agreements. Sustainability Advisory Services evaluates these proposals on a case-by-case basis taking into consideration recent trends and best practices at mutual funds.

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SHAREHOLDER PROPOSALS

 

10. Shareholder Proposals on Corporate Governance and Executive Compensation

 

Shareholder proposals topics include board-related issues, shareholder rights and board accountability issues, as well as compensation matters. Each year, shareholders file numerous proposals that address key issues regarding corporate governance and executive compensation. Sustainability Advisory Services evaluates these proposals from the perspective that good corporate governance practices can have positive implications for a company and its ability to maximize shareholder value. Proposals that seek to improve a board’s accountability to its shareholders and other stakeholders are supported.

 

11. Shareholder Proposals on Social and Environmental Topics

 

Shareholder resolutions on social and environmental topics include workplace diversity and safety topics, codes of conduct, labor standards and human rights, the environment and energy, weapons, consumer welfare, and public safety.

 

Socially responsible shareholder resolutions are receiving a great deal more attention from institutional shareholders today than they have in the past. In addition to the moral and ethical considerations intrinsic to many of these proposals, there is a growing recognition of their potential impact on the economic performance of the company. Among the reasons for this change are:

 

The number and variety of shareholder resolutions on social and environmental issues has increased;
Many of the sponsors and supporters of these resolutions are large institutional shareholders with significant holdings, and therefore, greater direct influence on the outcomes;
The proposals are more sophisticated – better written, more focused, and more sensitive to the feasibility of implementation; and
Investors now understand that a company’s response to social and environmental issues can have serious economic consequences for the company and its shareholders.

 

While focusing on value enhancement through risk mitigation and exposure to new sustainability-related opportunities, these resolutions also seek standardized reporting on ESG issues, request information regarding an issuer’s adoption of, or adherence to, relevant norms, standards, codes of conduct or universally recognized international initiatives to promote disclosure and transparency. Sustainability Advisory Services generally supports standards-based ESG shareholder proposals that enhance long-term shareholder and stakeholder value while aligning the interests of the company with those of society at large. In particular, the policy will focus on resolutions seeking greater transparency and/or adherence to internationally recognized standards and principles.

B-217

We empower investors and companies to build for long-term and sustainable growth by providing

high-quality data, analytics, and insight.

 

GET STARTED WITH ISS SOLUTIONS

 

Email sales@issgovernance.com or visit issgovernance.com for more information.

 

Founded in 1985, the Institutional Shareholder Services group of companies (“ISS”) is the world’s leading provider of corporate governance and responsible investment solutions alongside fund intelligence and services, events, and editorial content for institutional investors, globally. ISS’ solutions include objective governance research and recommendations; responsible investment data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); reliable global governance data and modeling tools; asset management intelligence, portfolio execution and monitoring, fund services, and media. Clients rely on ISS’ expertise to help them make informed investment decisions.

 

This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the “Information”) is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.

 

The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.

 

The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.

 

ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.

 

Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.

 

© 2020 | Institutional Shareholder Services and/or its affiliates

B-218

Origin Asset Management LLP

(‘Origin’ or the ‘Firm’)

 

Proxy Voting Policy – May 2021

 

This document draws on the Advisers Act of 1940, a United States federal law, and subsequent Securities and Exchange Commission guidance IA-5325; IC-33605, 17 CFR Parts 271 and 276 (effective date 10th September 2019) and provides an outline of the policies in place to ensure Origin LLP (‘the Firm’) meets its obligation to vote on proxies in the best interest of its clients.

 

Origin reviews and documents the adequacy of its proxy voting policies at least annually.

 

The Firm has engaged a third-party international corporate governance research and proxy voting service provider (‘third party proxy voting service provider’) to provide voting recommendations and research relating to upcoming proxy votes. Origin sets its voting policy annually, and once set, uses the Broadridge proxy voting platform service to execute that policy. The Firm has chosen to actively vote proxies for all clients according to its voting policy, unless a client does not wish or require us to do so. Any proxy voting arrangements shall be approved by the Investment Team and the Compliance Officer. Origin has elected to follow the Glass Lewis standard Proxy Voting Guidelines (the ‘Guidelines’), which embody the positions and factors that the Firm’s investment team generally consider important in casting proxy votes.

 

The Firm must;

(a) Adopt and implement written policies and procedures that are reasonably designed to ensure that the Firm votes client securities in the best interest of clients.
(b) Disclose to clients how they may obtain information from the Firm about votes with respect to securities; and
(c) Describe to clients the proxy voting policies and procedures and, upon request, provide the clients with a copy of these policies and procedures.
(d) Take steps to demonstrate that it is making voting determinations in a client’s best interests.
(e) Consider factors such as the third-party proxy voting service provider’s capacity and competency when deciding whether to use a proxy advisory firm.
(f) Take steps to ensure that its voting determinations are not based on materially inaccurate or incomplete information. This can take the form of scrutinising the third-party proxy service provider firm’s procedures.

 

The duty of care requires the Firm to monitor corporate actions and vote client proxies. This does not necessarily mean that a failure to vote every proxy would necessarily violate fiduciary obligations. Due to the nature of some of the holdings, how they are registered, and our strategies, there will be many times when refraining from voting a proxy will be in the client’s best interest. This will mainly be when it is determined that the cost of voting a proxy exceeds the expected benefit to a client. It is not mandatory to vote proxies on behalf of a client where this has been covered by a prior agreement with the client.

 

Origin’s use of Third-Party Proxy Voting Advisory Providers

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Origin engages with their clients to assess particular themes of interest around governance and corporate behaviour.  The Origin Proxy Voting Policy will be set to reflect both our clients’ wishes and industry best practice. The Origin team will work together with the team at Glass Lewis to ensure that the GL voting recommendations are tailored to meet the objectives of the Origin Proxy Voting Policy as far as is possible.

 

The Firm believes that the third-party proxy voting provider has the necessary resources, in-depth knowledge and expertise to provide recommendations that are in the best interests of our clients. As mentioned above, Origin sets a voting policy annually, and once set, uses the Broadridge proxy voting service to execute that policy. At present, Origin has elected to follow the Glass Lewis standard Proxy Voting Guidelines (the ‘Guidelines’). The Firm may deviate from these guidelines on the basis of a client request or where it believes it do be in the client’s best interest to do so. A Proxy Voting Committee has been established to evaluate and review the services provided by the third-party proxy voting provider and voting platform. This committee shall also develop and maintain the Firm’s Proxy Voting Policy and consider any requests to override the chosen voting guidelines.

 

Voting Procedure Summary

 

The Firm shall obtain from the third-party proxy voting service provider a notification of all pending proxy vote opportunities. The Custodian will provide a list of all proxy voting requests relevant to the Firm’s holdings to the third-party proxy voting service provider. The third-party proxy voting service provider shall then issue the recommendations corresponding to this list. These are then returned to the Custodian for instruction and votes are cast via a voting platform in accordance with the voting policy. Prior to the votes being returned to the Custodian to be cast, the Firm’s operations team access the voting platform and confirm the voting decisions. This will usually be in line with the recommendations provided by the third-party proxy voting service provider, but the Firm does have the option to override these recommendations at this stage, should the client request this or should the Firm deem it to be in the client’s best interest. The rationale for disagreeing with a guideline proxy voting recommendation as per the Origin Proxy Voting Policy must be discussed, recorded and agreed with Compliance before the override is enacted. A record of all voting decisions is maintained by the Firm and the Custodian.

 

Conflicts of Interests in respect of voting Proxies

 

When the Firm has, or may have, a conflict of interest between it and its clients, or between one client and another, it must pay due regard to the interests of each customer and manage the conflict of interest fairly. Where a conflict arises, or may arise, the Firm must not knowingly advise or deal in the exercise of discretion, in relation to that transaction unless it takes reasonable steps to ensure fair treatment for the client. The Firm’s client agreements make a formal disclosure that such conflicts could arise (i.e. non-exclusivity), and by doing so puts the customer on notice of the possibility. This keeps the Firm within the strict letter of the rules and principles, but it is an overriding policy of the Firm that all such conflicts should be brought to the attention of the Compliance Officer in order that they may be sure that the firm’s procedures are adequate. If an investment decision is made for any client that departs from previous advice or recorded strategy for that client or which may result in an increased risk profile for the client’s portfolio, the Firm must record the reasons behind the decision. If the reasons are the same for a number of clients or transactions, only one record needs to be made. These records must be made in writing and be kept in the relevant client files.

 

The Firm will notify clients of how they may obtain a copy of how the Firm voted free of charge and will provide a contact for that purpose.

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Compliance Monitoring and Policy Review

 

An investment adviser that retains a third-party proxy advisory service provider to provide voting recommendations or voting execution services also should consider additional steps to evaluate whether the investment adviser’s voting determinations are consistent with its voting policies and procedures and in the client’s best interest before the votes are cast. The operations and investment teams view all “pre-populated” vote recommendation by the third-party proxy advisory firm before they are cast via the electronic voting platform.

 

The Firm’s ongoing compliance monitoring program will include;

 

1) An annual review of the Firm’s internal compliance monitoring procedures and policies with respect to proxy voting.
2) An annual review of the adequacy of service provided by the third-party proxy voting service provider and its compliance with the SEC guidelines and federal law with respect to proxy voting.
3) A quarterly review of the ongoing communication of voting intentions to the investment team to ensure that these are visible to the investment team.
4) A quarterly sample test of pre-populated voting intentions focused on votes that are likely to impact the client, such as those for corporate events or contested elections of directors, to ensure the voting rationales and relevant background information supplied by the third party proxy voting service provider is available and of adequate quality.
5) Ad-hoc reviews of company-specific voting intentions where the Firm considers this appropriate based on the above sample testing.

 

The Firm is in compliance with the Financial Reporting Council’s UK Stewardship Code and Shareholders Rights Directive II regarding corporate governance and engagement. A copy of Origin’s latest disclosure response to the UK Stewardship Code and Shareholders Rights Directive II is available for download on the origin website at https://www.originam.com/library.

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  August 8, 2020

William Blair Investment
Management, LLC

 

Proxy Voting Policy
Statement and Procedures

 

 
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Under rule 206(4)-6, it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of section 206(4) of the Act for an investment adviser to exercise voting authority with respect to client securities, unless:

 

the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest of its clients
the adviser describes its proxy voting procedures to its clients and provides copies on request, and
the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.

 

This statement sets forth the proxy voting policy and procedures of William Blair Investment Management, LLC (“WBIM”). It is provided to all covered clients as described below even if WBIM currently does not have authority to vote proxies for their account.

 

The Department of Labor (“DOL”) has stated that the fiduciary act of managing plan assets by an investment adviser generally includes the authority to vote proxies for shares held by a plan unless the plan documents reserve this authority to some other entity. ERISA section 3(38) defines an investment manager as any fiduciary who is registered as an investment adviser under the Investment Advisers Act of 1940. WBIM is a registered investment adviser under the Investment Advisers Act of 1940. The Securities and Exchange Commission (“SEC”) requires registered investment advisers to implement a proxy voting policy and procedures with respect to the voting of proxies for its advisory clients. Registered investment advisers are required to identify potential conflicts involved in the voting of proxies and meet specific recordkeeping and disclosure requirements. On June 30, 2014, the staff of the SEC Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20, which provides guidance on investment advisers’ responsibilities in voting client proxies and retaining proxy advisory firms. On August 21, 2019, the staff of the SEC Division of Investment Management issued Release Nos. IA-5325 and IC-33605, Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers. This policy is intended to comply with the applicable rules and guidance of the DOL and the SEC.

 

General Policy

 

WBIM shall vote the proxies of its clients solely in the best interest of their participants and beneficiaries and for the exclusive purpose of providing benefits to them and shall not place WBIM’s own interests ahead of the interests of its clients. WBIM shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. WBIM is not responsible for voting proxies it does not receive in a timely manner. However, WBIM will make reasonable efforts to obtain missing proxies. For clients participating in a securities lending program via their custodian, WBIM will not be eligible to vote proxies for the portion of shares on loan.

 

WBIM has adopted the Voting Guidelines of an independent proxy advisory firm (the “Proxy Administrator”)1. All proxies are reviewed by the Proxy Administrator, subject to the requirement that all votes shall be cast solely in the best interest of the clients in their capacity as shareholders of a company. The Proxy Administrator votes the proxies according to the Voting Guidelines, which are designed to address matters typically arising in proxy votes. In instances where WBIM has implemented a client provided proxy voting policy, WBIM will vote in accordance with the client’s policy at all times even if the client’s policy is inconsistent with WBIM’s vote. In the case when nominee voting is not allowed it may be impractical for WBIM to participate in those particular votes.

 

 

1WBIM has engaged Institutional Shareholder Services Inc. (ISS) to assist in the administration and voting of proxies. The complete Voting Guidelines (proxy voting policies) across all markets are available on ISS’s website at: https://www.issgovernance.com/file/policy/active/specialty/Sustainability-US-Voting-Guidelines.pdf and https://www.issgovernance.com/file/policy/active/specialty/Sustainability-International-Voting-Guidelines.pdf

 

Proxy Voting Policy Statement and Procedures

B-223

 

 

WBIM does not intend the Voting Guidelines to be exhaustive; hundreds of issues appear on proxy ballots and it is neither practical nor productive to fashion a guideline for each. Rather, the Voting Guidelines are intended to cover the most significant and frequent proxy issues that arise. For issues not covered or to be voted on a “Case-by-Case” basis by the Voting Guidelines, the Proxy Administrator will consult the Proxy Committee. In addition, portfolio managers and analysts covering specific companies are responsible for monitoring significant corporate developments, including proxy proposals submitted to shareholders and notifying the Proxy Committee of circumstances where the interests of WBIM’s clients may warrant a vote contrary to the Voting Guidelines. In such instances, the portfolio manager or analyst will submit a written rationale to the Proxy Committee. In each case, the Proxy Committee will review the issues and will vote each proxy based on information from the company, our internal analysts and third party research sources, in the best interests of the clients in their capacity as shareholders of a company. The Proxy Committee consists of certain representatives from the Investment Management Department, including management, portfolio manager(s), analyst(s), operations, as well as a representative from the Compliance Department. The Proxy Committee reviews the Proxy Voting Policy and procedures annually and shall revise its guidelines as events warrant.

 

Conflicts of Interest Policy

 

WBIM is sensitive to conflicts of interest that may arise in the proxy decision-making process and has identified the following potential conflicts of interest:

 

An affiliate of WBIM has received investment banking compensation from the company in the preceding 12 months or anticipates receiving investment banking compensation in the next three months

 

A principal or employee of WBIM or an affiliate currently serves on the company’s Board of Directors

 

WBIM, its principals, employees and affiliates, in the aggregate, own 1% or more of the company’s outstanding shares

 

The Company is a client of WBIM

 

In the event that any of the above potential conflicts of interest arise, the Proxy Committee will vote all proxies for that company in the following manner:

 

If our Voting Guidelines indicate a vote “For” or “Against” a specific issue WBIM will continue to vote according to the Voting Guidelines

 

If our Voting Guidelines have no recommendation or indicate a vote on a “Case-by-Case” basis, WBIM will vote consistent with the voting recommendation provided by the Proxy Administrator

 

Oversight of Proxy Administrator

 

WBIM believes that contracting with the Proxy Administrator to provide services including:

 

Providing research and analysis regarding the matters subject to a vote

 

Promulgating general voting guidelines

 

Making voting recommendations on specific matters subject to vote

 

can reduce burdens for WBIM and potentially reduce costs for WBIM clients as compared to conducting them in-house.

 

Proxy Voting Policy Statement and Procedures

B-224

 

 

The Proxy Administrator assists WBIM with voting execution, including through an electronic vote management system that allows the Proxy Administrator to:

 

populate WBIM’s votes shown on the Proxy Administrator’s electronic voting platform with the Proxy Administrator’s recommendations based on WBIM’s voting instructions to the firm (“pre-population”), and

 

automatically submit WBIM’s votes to be counted (“automated voting”).

 

WBIM shall provide reasonable oversight of the Proxy Administrator. In providing oversight, WBIM will seek to ascertain whether the Proxy Administrator has the capacity and competency to adequately analyze proxy issues. Specific oversight responsibilities will include the following:

 

On at least an annual basis, the Proxy Committee will assess:

 

Whether the Proxy Administrator has the competency and capacity to adequately analyze the matters for which WBIM is responsible for voting, including the adequacy and quality of the Proxy Administrator’s staffing, personnel and technology

 

Assess whether the Proxy Administrator has adequate policies and procedures to:

 

Enable it to make proxy voting recommendations based on current and accurate information, including whether it has an effective process for seeking timely input from issuers and its clients with respect to, for example, its proxy voting policies, methodologies, and peer group constructions, including for “say-on-pay” votes

 

If peer group constructions are a component of the evaluation does the Proxy Administrator incorporate appropriate input in formulating its methodologies for construction of peer groups, including taking into account unique characteristics of the issuer including, to the extent available,

 

The issuer’s size

 

Its governance structure

 

Its industry and any particular practices unique to that industry

 

Its history

 

Its financial performance

 

Identify and address conflicts of interest relating to its voting recommendations, including:

 

Conflicts relating to the provision of proxy voting recommendations and proxy voting services generally

 

Conflicts relating to activities other than proxy voting recommendations and proxy voting services generally

 

Conflicts presented by certain affiliations, including whether a third party with significant influence over the Proxy Administrator has taken a position on a particular voting issue or voting issues more generally

 

Are the Proxy Administrator’s methodologies used in formulating recommendations adequately disclosed such that WBIM can understand the factors underlying the recommendation

 

Identify the nature of any third-party information sources the Proxy Administrator uses as a basis for its recommendations and when and how it engages with issuers and third parties
     

Proxy Voting Policy Statement and Procedures

B-225

 

 

Provide adequate disclosure of the Proxy Administrator’s actual and potential conflicts of interest with respect to the services it provides to WBIM, including whether the Proxy Administrator has provided consulting services to an issuer, and, if so, any compensation paid or whether a proponent of a shareholder proposal or an affiliate of the proponent is or has been a client of the Proxy Administrator

 

WBIM personnel responsible for the administration of proxy voting shall periodically review a sample of votes recommended by the Proxy Administrator for consistency with the Voting Guidelines and report any inconsistencies to the Proxy Committee. The sample should include proxy votes that relate to proposals that may require more issuer-specific analysis (e.g. mergers and acquisitions, dissolutions, conversions or consolidations), to assist in evaluating whether WBIM’s voting determinations are consistent with its voting policies and procedures and in its clients’ best interest.

 

WBIM personnel shall periodically review a sample of votes before the votes are cast for consistency with these procedures and client best interest which may include:

 

A sample of “pre-populated” votes

 

A sample of “automated votes”

 

Consideration of additional information that becomes available regarding a particular proposal after or around the same time that WBIM’s votes have been pre-populated but before the submission deadline for proxies to be voted at the shareholder meeting, which may include an issuer or shareholder proponent’s additional definitive proxy materials or other information conveyed to WBIM that could reasonably be expected to affect WBIM’s voting determination

 

Matters where WBIM’s policies do not address how it should vote a particular matter, or whether the matter is highly contested or controversial

 

WBIM personnel responsible for proxy voting shall periodically assess the extent to which potential factual errors, potential incompleteness, or potential methodological weaknesses in the Proxy Administrator’s analysis (that the investment adviser becomes aware of and deems credible and relevant to its voting determinations) materially affected the Proxy Administrator’s research or recommendations that the investment adviser utilized.

 

WBIM personnel responsible for proxy voting shall periodically inquire whether the Proxy Administrator has learned that any recommendation was based on a factual errors, potential incompleteness, or potential methodological weaknesses in the Proxy Administrator’s analysis, and, if so, WBIM shall investigate the factual errors, potential incompleteness, or potential methodological weaknesses and evaluate whether the Proxy Administrator is taking steps to mitigate making such errors in the future and report any such errors, as well as their resolution to the Proxy committee

 

WBIM personnel responsible for proxy voting shall consider the effectiveness of the Proxy Administrator’s policies and procedures for obtaining current and accurate information relevant to matters included in its research and on which it makes voting recommendations. As part of this assessment, WBIM should consider the following:

 

The Proxy Administrator’s engagement with issuers, including the firm’s process for ensuring that it has complete and accurate information about the issuer and each particular matter, and the firm’s process, if any, for investment advisers to access the issuer’s views about the firm’s voting recommendations in a timely and efficient manner

 

The Proxy Administrator’s efforts to correct any identified material deficiencies in the proxy advisory firm’s analysis

 

The Proxy Administrator’s disclosure regarding the sources of information and methodologies used in formulating voting recommendations or executing voting instructions
     

Proxy Voting Policy Statement and Procedures

B-226

 

 

The Proxy Administrator’s consideration of factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote

 

WBIM personnel responsible for proxy voting shall require the Proxy Administrator to update on business changes that may impact the Proxy Administrator’s capacity and competency to provide proxy voting advice or conflict of interest policies and procedures

 

International Markets and Share Blocking Policy

 

In some cases, proxy votes cast by WBIM for clients may be rejected in certain markets. Some non-US markets have additional requirements for custodians in order to process votes in those markets. Two specific cases include Power of Attorney documentation and Split Voting. Power of Attorney documentation authorizes a local agent to facilitate the voting instruction on behalf of the client in the local market. If the appropriate documentation is not available for use, a vote instruction may be rejected. Split Voting occurs when a custodian utilizes an omnibus account to aggregate multiple customer accounts for voting into a single voting record. If one portion of the holdings would like to vote in one manner (“FOR”) and another portion would like to vote in another manner (“AGAINST”), the custodian needs to ensure they are authorized to split the vote for an agenda item in certain markets.

 

In international markets where share blocking applies, WBIM typically will not, but reserve the right to, vote proxies due to liquidity constraints. Share blocking is the “freezing” of shares for trading purposes at the custodian/sub-custodian bank level in order to vote proxies. Share blocking typically takes place between 1 and 20 days before an upcoming shareholder meeting, depending on the market. While shares are frozen, they may not be traded. Therefore, the potential exists for a pending trade to fail if trade settlement falls on a date during the blocking period. WBIM shall not subordinate the interests of participants and beneficiaries to unrelated objectives.

 

Recordkeeping and Disclosure

 

Pursuant to this policy, WBIM will retain: 1) the Proxy Voting Policy Statement and Procedures; 2) all proxy statements received regarding client securities 3) records of all votes cast on behalf of clients; 4) records of client requests for proxy voting information, and 5) any documents prepared by WBIM that are material to making a decision how to vote, or that memorialize the basis for the decision.

 

Upon a client’s request to the Proxy Administrator, WBIM will make available to its clients a report on proxy votes cast on their behalf. These proxy-voting reports will demonstrate WBIM’s compliance with its responsibilities and will facilitate clients’ monitoring of how their securities were voted.

 

The Proxy Voting Policy Statement and Procedures will be provided with each advisory contract and will also be described and provided with WBIM’s Form ADV, Part 2A. With respect to the William Blair Funds, the policies and procedures used to determine how to vote proxies relating to securities held in their portfolios will be reflected in the Statement of Additional Information.

 

Proxy Voting Policy Statement and Procedures

B-227

APPENDIX C

 

ADDITIONAL INFORMATION ABOUT

 

THE FUNDS’ PORTFOLIO MANAGERS

 

Compensation of Portfolio Managers

 

Set forth below are descriptions of the compensation arrangements utilized by each Fund’s Subadviser(s) to compensate the portfolio managers of the Fund. Under the Trust’s manager of managers structure, each Fund pays a fee to the Adviser for investment advisory services, and the Adviser, in turn, compensates that Fund’s Subadviser(s). Each Subadviser is responsible for compensating its employees. Each portfolio manager’s compensation arrangements are established by the Subadviser by whom the portfolio manager is employed. Neither the Trust nor the Adviser has any discretion or authority to determine the amount or the structure of an individual portfolio manager’s respective compensation arrangements.

 

Other Accounts Managed by the Portfolio Managers

 

The portfolio managers of the Funds may provide portfolio management services to various other entities, including other registered investment companies, pooled investment vehicles that are not registered investment companies, and other investment accounts managed for organizations or individuals. Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one investment company or other account. Specifically, a portfolio manager who manages multiple investment companies and/or other accounts is presented with potential conflicts of interest that may include, among others:

 

(i) an inequitable distribution of the portfolio manager’s time and attention;

 

(ii) the unequal distribution or allocation between accounts of a limited investment opportunity; and

 

(iii) incentives, such as performance-based management fees, that relate only to certain accounts.

 

Set forth below is information regarding the other accounts for which each portfolio manager has day-to-day portfolio management responsibilities, as of March 31, 2022, unless otherwise noted. The accounts are classified into three categories: (i) registered investment companies; (ii) other pooled investment vehicles; and (iii) other accounts. To the extent that any of these accounts pays management fees that are based on investment performance (“performance fees”), information regarding those accounts is presented separately.

 

Mercer US Large Cap Equity Fund

 

Brandywine Global Investment Management, LLC (“Brandywine”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Brandywine’s allocated portion of the Fund’s portfolio are Patrick Kaser, James Clarke and Celia Rodgers.

 

Compensation. All portfolio managers, research analysts and traders earn a competitive base salary and a bonus tied to investment performance. The performance bonus is awarded based on peer group outperformance on a one-quarter, one-year, three-year and five-year basis. The performance calculation is weighted to place more emphasis on longer-term outperformance, and less emphasis on the short-term. Investment professionals also receive a second quarterly bonus based on the profitability of their product group. Each investment team at Brandywine manages its own P&L and retains the bulk of its profits at the end of each quarter. The portion that is not retained is shared with the other investment teams in an effort to smooth income and to promote cross-team fertilization and cooperation. Brandywine has found that this form of compensation aligns the interests of investment professionals and clients and leads to accountability and low-turnover among Brandywine’s staff. In essence, the portfolio management teams own all of the residual profits of the Firm, which Brandywine believes leads to responsibility, accountability, and low turnover of people.

 

The percentage of compensation derived from each of the above components changes over time. In general, the larger the percentage of total compensation that will result from incentive pay will be paid to the more senior and successful group.

C-1
 

Brandywine believes that its compensation structure allows its investment team members to focus on generating premium returns and building lasting client relationships it has also served as an excellent tool in achieving high levels of employment retention and commitment to Brandywine Global.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Kaser and Clarke and Ms. Rodgers did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Kaser manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*      1     $ 203       0     $ 0  
Other Pooled Investment Vehicles*     6     $ 378       0     $ 0  
Other Accounts*     19     $ 2,752       2     $ 597  

 

* As of March 31, 2022.

 

In addition to the Fund, Mr. Clarke manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     0     $ 0       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 355       0     $ 0  
Other Accounts*     1     $ 30       0     $ 0  

 

* As of March 31, 2022.

 

In addition to the Fund, Ms. Rodgers manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     1     $ 203       0     $ 0  
Other Pooled Investment Vehicles*     6     $ 378       0     $ 0  
Other Accounts*     19     $ 2,752        2     $ 597  

 

* As of March 31, 2022.

 

Potential Conflicts of Interest. Brandywine Global does not anticipate any actual or potential conflicts of interest in providing its investment management services other than those conflicts generally experienced by investment advisers and set forth in Brandywine Global’s Form ADV Part 2A. Brandywine Global has adopted policies and procedures that it believes are reasonably designed to address the potential conflicts of interest that may arise in administering its investment management obligations.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie”)

 

The allocated portion of the Fund’s portfolio managed by Macquarie is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Macquarie’s allocated portion of the Fund’s portfolio are Nikhil G. Lalvani, CFA, Kristen E. Bartholdson, Erin Ksenak and Robert A. Vogel Jr., CFA, D.

 

Compensation. Each portfolio’s manager’s compensation consists of the following:

 

Base Salary Each named portfolio manager receives a fixed base salary. Salaries are determined by a comparison to industry data prepared by third parties to ensure that portfolio manager salaries are in line with salaries paid at peer investment advisory firms.

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BonusEach named portfolio manager is eligible to receive an annual cash bonus. The bonus pool is determined by the revenues associated with the products a portfolio manager manages. Macquarie Asset Management Public Investments Notional Investment Plan keeps a percentage of the revenues and the remaining percentage of revenues (minus appropriate expenses associated with relevant product and the investment management team) creates the “bonus pool” for the product. Various members of the team have the ability to earn a percentage of the bonus pool. The pool is allotted based on subjective factors and objective factors. The primary objective factor is the 1-, 3-, and 5-year performance of the funds managed relative to the performance of the appropriate Broadridge Financial Solutions, Inc. (formerly, Lipper Inc.) (“Broadridge”) peer groups and the performance of institutional composites relative to the appropriate indices. Three- and five-year performance is weighted more heavily and there is no objective award for a fund whose performance falls below the 50th percentile for a given time period.

 

Individual allocations of the bonus pool are based on individual performance measurements, both objective and subjective, as determined by senior management.

 

Portfolio managers participate in retention programs, including the Macquarie Asset Management Public Investments Notional Investment Plan and the Macquarie Group Employee Retained Equity Plan, for alignment of interest purposes.

 

Macquarie Asset Management Public Investments Notional Investment Plan — A portion of a portfolio manager’s retained profit share may be notionally exposed to the return of certain funds within the Macquarie Asset Management Funds pursuant to the terms of the Macquarie Asset Management Public Investments Notional Investment Plan. The retained amount will vest in equal tranches over a period ranging from four to five years after the date of investment (depending on the level of the employee).

 

Macquarie Group Employee Retained Equity Plan — A portion of a portfolio manager’s retained profit share may be invested in the Macquarie Group Employee Retained Equity Plan (“MEREP”), which is used to deliver remuneration in the form of Macquarie equity. The main type of award currently being offered under the MEREP is units comprising a beneficial interest in a Macquarie share held in a trust for the employee, subject to the vesting and forfeiture provisions of the MEREP. Subject to vesting conditions, vesting and release of the shares occurs in a period ranging from four to five years after the date of investment (depending on the level of the employee).

 

Other Compensation Portfolio managers may also participate in benefit plans and programs available generally to all similarly situated employees.

 

Ownership of Fund Shares. As of March 31, 2022, Nikhil G. Lalvani, CFA, Kristen E. Bartholdson, Robert A. Vogel Jr., CFA, and Erin Ksenak did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Lalvani manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     6     $ 10,887       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 925       0     $ 0  
Other Accounts*     25     $ 4,940       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Ms. Bartholdson manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     5     $ 10,732       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 925       0     $ 0  
Other Accounts*     25     $ 4,940       0     $ 0  

 

*As of March 31, 2022.

C-3
 

In addition to the Fund, Mr. Vogel manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     5     $ 10,732       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 925       0     $ 0  
Other Accounts*     25     $ 4,940       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Ms. Ksenak manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     5     $ 10,732       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 925       0     $ 0  
Other Accounts*     25     $ 4,940       0     $ 0  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Individual portfolio managers may perform investment management services for other funds or accounts similar to those provided to the Funds and the investment action for each such other fund or account and the Funds may differ. For example, an account or fund may be selling a security, while another account or fund may be purchasing or holding the same security. As a result, transactions executed for one fund or account may adversely affect the value of securities held by another fund, account, or the Funds. Additionally, the management of multiple other funds or accounts may give rise to potential conflicts of interest, as a portfolio manager must allocate time and effort to multiple funds or accounts and the Funds. A portfolio manager may discover an investment opportunity that may be suitable for more than one account or fund. The investment opportunity may be limited, however, so that all funds or accounts for which the investment would be suitable may not be able to participate. Macquarie has adopted procedures designed to allocate investments fairly across multiple funds and accounts.

 

A portfolio manager’s management of personal accounts also may present certain conflicts of interest. While Macqurie’s Code of Ethics is designed to address these potential conflicts, there is no guarantee that it will do so.

 

Jennison Associates LLC (“Jennison”)

 

The allocated portion of the Fund’s portfolio managed by Jennison is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Jennison’s allocated portion of the Fund’s portfolio are Blair A. Boyer, Rebecca Irwin, Natasha Kuhlkin, and Kathleen A. McCarragher.

 

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.

 

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 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 are compensated with a combination of base salary and 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.

 

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.

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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 managed 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 managers 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.

 

Ownership of Fund Shares. As of March 31, 2022, Mr. Blair A. Boyer, Ms. Rebecca Irwin, Ms. Natasha Kuhlkin, and Ms. Kathleen A. McCarragher did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Boyer manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     16     $ 70,295       1     $ 12,816  
Other Pooled Investment Vehicles*     8     $ 9,873       0     $ 0  
Other Accounts*     25     $ 7,048       0     $ 0  

 

*As of March 31, 2022.

**Please note that the performance fee accounts referenced above are in strategies that are different from the Large Cap Growth strategy.

 

In addition to the Fund, Ms. Irwin manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     14     $ 22,197       0     $ 0  
Other Pooled Investment Vehicles*     6     $ 3,933       0     $ 0  
Other Accounts*     4     $ 365       0     $ 0  

 

*As of March 31, 2022.

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In addition to the Fund, Ms. Kuhlkin manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     16     $ 55,295       0     $ 0  
Other Pooled Investment Vehicles*     11     $ 10,218       0     $ 0  
Other Accounts*     30     $ 3,217       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Ms. McCarragher manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     20     $ 72,381       1     $ 12,816  
Other Pooled Investment Vehicles*     8     $ 10,068       0     $ 0  
Other Accounts*     10     $ 1,817       0     $ 0  

 

*As of March 31, 2022.

**Please note that the performance fee accounts referenced above are in strategies that are different from the Large Cap Growth strategy.

 

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 hold only long securities positions as well as accounts in strategies that are permitted to sell securities short. As a result, 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. By the same token, sales in a long only account can increase the value of a short position while shorting could create an opportunity to purchase a long position at a lower price. As a result, Jennison has conflicts of interest in determining the timing and direction of investments.

 

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, at times Jennison’s affiliates 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” accounts to establish a track record for a new strategy or product. Additionally, Jennison’s affiliated investment advisers could allocate
C-6
 

their asset allocation clients’ assets to Jennison. Jennison could have an incentive to 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 non-discretionary 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 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, and the allocation of transactions across multiple accounts.

 

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 conflicts as described in its Form ADV brochure.

 

O’Shaughnessy Asset Management, LLC (“O’Shaughnessy”)

 

The portfolio managers who are primarily responsible for the day-to-day management of O’Shaughnessy’s allocated portion of the Fund’s portfolio are James O’Shaughnessy, Patrick O’Shaughnessy, Christopher Meredith, and Scott Bartone.

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Compensation. Portfolio managers receive a combination of base compensation and discretionary compensation, comprised of a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all accounts managed by the portfolio manager.

 

Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

 

Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation. Discretionary compensation can include: (i) cash bonus and (ii) equity in O’Shaughnessy Asset Management, LLC. Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. These factors include: (i) revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager; (ii) contribution to the business objectives of O’Shaughnessy; (iii) market compensation survey research by independent third parties; and (iv) other qualitative factors, such as contributions to client objectives.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. O’Shaughnessy, Mr. Meredith, and Mr. Bartone did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Messrs. O’Shaughnessy, Mr. Meredith, and Mr. Bartone each manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     9     $ 2,061       0     $ 0  
Other Pooled Investment Vehicles*     0     $ 0       0     $ 0  
Other Accounts*,**     2,972     $ 4,929       0     $ 0  

 

* As of March 31, 2022.

 

** Includes separate accounts managed under certain “wrap fee programs.”

 

Potential Conflicts of Interest. Because the portfolio managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, O’Shaughnessy may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over the Fund. Except as described above, the portfolio managers of each Fund do not currently manage assets for other investment companies, pooled investment vehicles or other accounts that charge a performance fee. In addition, a conflict of interest could exist to the extent O’Shaughnessy has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in O’Shaughnessy’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If O’Shaughnessy manages accounts that engage in short sales of securities of the type in which the Fund invests, O’Shaughnessy could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

 

O’Shaughnessy has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA.

 

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 investment performance or assets managed, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. It also removes a

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potential motivation for fraud. Parametric is a subsidiary of Morgan Stanley. Violations of Parametric’s or Morgan Stanley’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

 

Compensation of Parametric employees has the following components:

 

(1) Base salary

(2) Discretionary bonus

This bonus may be paid in cash, or for those who meet the eligibility for deferred compensation, may be paid in a combination of cash and deferred awards that may include Morgan Stanley restricted stock and Deferred Cash awards.
Deferred awards vest after 3 years.

 

Parametric employees also receive certain retirement, health and welfare insurance, and other benefits that are broadly available to Morgan Stanley employees. Compensation of employees is reviewed on an annual basis. Considerations for adjustments in base salary and bonus decisions are typically paid and/or put into effect at, or shortly after, the firm’s fiscal year-end.

 

The firm also maintains the following arrangements:

 

Employment contracts for key investment professionals and senior leadership.

 

Notice and Non-Solicit agreements for Managing Directors and Executive Directors of the company.

 

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.

 

Compensation is also influenced by the operating performance of Parametric and Morgan Stanley. While the salaries of investment professionals are comparatively fixed, variable compensation in the form of bonuses 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.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Olsen and Fong did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Olsen manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     23     $ 278       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 619       0     $ 0  
Other Accounts*     133     $ 46,691       3     $ 622  

 

* As of June 30, 2022.

 

In addition to the Fund, Mr. Fong manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     21     $ 194       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 598       0     $ 0  
Other Accounts*     135     $ 48,367       3     $ 725  

 

* As of March 31, 2022.

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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.

 

Potential Conflicts of Interest. Parametric has a fiduciary obligation to act, at all times, in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where the firm’s interests may conflict with those of a client. Parametric and its employees must provide investment advice and services that are reasonable, independent, and free of competing interests. Parametric actively monitors its business activities to identify potential and confirmed conflicts of interest; Parametric will implement policies and procedures to properly mitigate such conflicts and will disclose material conflicts to existing and prospective clients. Please see Parametric’s Form ADV Brochure for additional information on the firm’s conflicts of interest.

 

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 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. Employees must disclose all securities holdings to Compliance within 10 days of becoming an employee of Parametric and annually thereafter, or as requested by Compliance. 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.

 

Polen Capital Management, LLC (“Polen”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Polen’s allocated portion of the Fund’s portfolio are Dan Davidowitz and Brandon Ladoff.

 

Compensation. The following are all components of compensation for both investment and non-investment personnel at Polen Capital:

 

  1) Competitive base salary – Polen Capital uses compensation surveys, relative peer comparisons and McLagan data during recruiting to ensure base salaries are competitive.
     
  2) 401 (k) / Profit Sharing Plan — At the end of each calendar year, Polen Capital allocates a discretionary amount to fund the profit sharing plan. The size of the allocation is correlated with Polen Capital’s profits. Individual allocations are formulaic based on plan documents / ERISA rules. Profit sharing vests over a five-year period.
     
  3) Individual bonuses — An annual bonus pool is funded based on competitive market analysis. Individual bonuses then are determined based upon a balanced scorecard methodology.
     
  4) Firm bonuses — Each year, Polen Capital sets goals related to client retention and growth. When the goals are achieved, Polen Capital allocates additional bonus pool funds to all employees who are not commission based or equity participants.
     
  5) Equity owners and phantom equity (long-term incentive plan) participants receive their pro rata allocation of annual profits.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Dan Davidowitz and Brandon Ladoff did not beneficially own any shares of the Fund.

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Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Davidowitz manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     4     $ 12,114       0     $ 0  
Other Pooled Investment Vehicles*     7     $ 6,190       0     $ 0  
Other Accounts*     2,689     $ 43,453       4     $ 2,399  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Ladoff manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     4     $ 12,114       0     $ 0  
Other Pooled Investment Vehicles*     7     $ 6,190       0     $ 0  
Other Accounts*     2,689     $ 43,453       4     $ 2,399  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. From time to time, Polen may encounter potential conflicts of interest with respect to the management of the portion of the Fund that Polen subadvises. The following are some examples of such potential conflicts of interest, as well as the related procedures implemented by Polen to minimize the risk of such a conflict causing any harm to the Fund:

 

Polen and its portfolio managers may face a potential conflict of interest concurrently managing the portion of the Fund that Polen subadvises alongside other client accounts that have a higher management fee or performance fee component, as Polen may have an incentive to direct its best investment ideas to, or allocate or sequence trades in favor of, such accounts compared with the portion of the Fund that Polen subadvises. Polen has a fiduciary duty to its clients not to favor the account of one client over that of another, without regard to the types and amounts of fees paid by those accounts. Polen attempts to mitigate this potential conflict of interest by adopting policies and procedures regarding trade execution, brokerage allocation and order aggregation which provide a methodology for ensuring fair treatment of all clients in situations when orders cannot be completely filled or are filled at different prices.

 

When an employee desires to execute a personal trade in a security, if a portfolio manager believes such an investment may also be appropriate for a Polen client, a conflict of interest may arise, as such employee may have an incentive to place an order first in his or her personal account prior to making a corresponding recommendation for a client, such as the Fund. Similarly, employees may have an incentive to benefit from the market effect of trades in a client account by trading shortly thereafter in their personal accounts. In order to address this conflict of interest, pursuant to the Polen Code of Ethics, all personal investment transactions in securities that are also in a Polen portfolio or are closely followed by a Polen investment team for possible inclusion in a portfolio must be pre-cleared by Compliance prior to execution. Personal transactions in our mutual funds must also be reported to and tracked by Compliance.

 

From time to time, brokers and other service providers to Polen may provide Polen employees with non-monetary gifts as well as certain customary business entertainment, the purpose of which Polen believes is to establish better working relationships. The Code of Ethics contains certain restrictions regarding the receipt of such gifts and entertainment that are reasonably designed to minimize any associated actual or potential conflicts of interest. The overriding principle governing the behavior of Polen employees in this area is that they may not accept gifts or entertainment as a “quid pro quo” or condition of doing business with the provider. Furthermore, it is a violation for any employee, without the prior written consent of the Chief Compliance Officer, to give or permit to be given, directly or indirectly, anything of value, including gratuities or gifts of any kind, in excess of $100 per individual per year to any person, principal, proprietor, employee, agent or representative of another person where such payment or gratuity is in relation to the business of the employer of the recipient of the payment or gratuity.

 

Polen believes that its compliance policies and procedures, which are reviewed, tested and monitored by the Chief Compliance Officer, are appropriately designed to mitigate these and other potential conflicts of interest faced by Polen and its investment professionals, including its portfolio managers.

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Mercer US Small/Mid Cap Equity Fund

 

GW&K Investment Management

 

Portfolio Manager compensation is a formula that balances investment management results over 1, 3 and 5 year periods versus the benchmark and peer universe. Compensation is comprised of a base salary which is determined by the individual’s experience and position relative to market data, as well as a bonus that incorporates 3 components:

 

Performance Relative to Peers
Risk-Adjusted Performance Relative to Index
Discretionary

 

Daniel L. Miller, CFA, Partner, Director of Equities, joined GW&K in 2008. Mr. Miller began managing GW&K’s Small/Mid Cap Core Strategy in 2008.

 

Jeffrey W. Thibault, CFA, Partner, Portfolio Manager, joined GW&K in 2004. Mr. Thibault has been managing GW&K’s Small/Mid Cap Core Strategy since the Strategy’s inception in 2006.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Miller and Thibault did not beneficially own any shares of the Fund.

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Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Miller manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     9     $ 2,284       0     $ 0  
Other Pooled Investment Vehicles*     8     $ 2,156       0     $ 0  
Other Accounts*     5,356     $ 6,248       1     $ 113  

 

* As of March 31, 2022.

 

In addition to the Fund, Mr. Thibault manages:

 

    Total Accounts     Accounts with Performance
Fees
 
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     3     $ 1,381       0     $ 0  
Other Pooled Investment Vehicles*     2     $ 1,634       0     $ 0  
Other Accounts*     2,657     $ 3,598       1     $ 113  

 

* As of March 31, 2022.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”)

 

The allocated portion of the fund’s portfolio managed by Loomis Sayles is managed on a team basis. The portfolio managers who are jointly and primarily responsible for the day-to-day management of Loomis Sayles’ allocated portion of the fund’s portfolio are Mark F. Burns, CFA, and John J. Slavik, CFA.

 

Compensation. Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: a competitive base salary, variable compensation and a long-term incentive program. A portfolio manager’s base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan and a defined benefit plan to all employees hired before May 3, 2003. Base salary is a fixed amount based on a combination of factors, including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on three factors: investment performance, profit growth of the Firm, and personal conduct. Investment performance is the primary component of total variable compensation and generally represents at least 70% of the total for equity managers. The other two factors are used to determine the remainder of variable compensation, subject to the discretion of the Firm’s Chief Investment Officer (“CIO”) and senior management. The CIO and senior management evaluate these other factors annually.

 

While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of Loomis Sayles’ institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective product’s fund is compared against the applicable Morningstar peer group and/or the Lipper universe. To the extent the majority of assets managed in the fund strategy are for institutional separate accounts, the eVestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the institutional peer group will be used as the primary method of comparison. A manager’s performance relative to the peer group for the 1, 3 and 5 year periods, (or a rolling method depending upon the strategy), or since the start of the manager’s tenure, if shorter, is used to calculate the amount of variable compensation payable due to performance. Longer-term performance is typically weighted more than shorter-term performance. In addition, the performance measurement for equity compensation usually incorporates a consistency metric using longer term rolling returns compared to the peer group over a sustained measurement period; however the exact method may be adjusted to a product’s particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue of accounts represented in each product. The external benchmark used as a secondary comparison for the SMID Cap Growth Strategy is the Russell 2500 Growth Index. In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most competitive product universe while closely matching the investment styles offered by the Loomis Sayles fund.

 

In addition to the compensation described above, portfolio managers may receive additional compensation based on the overall growth of their strategies.

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General

 

Most mutual funds do not directly contribute to a portfolio manager’s overall compensation because Loomis Sayles uses the performance of the portfolio manager’s institutional accounts compared to an institutional peer group. However, each fund managed by Loomis Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.

 

Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation and apply to certain portfolio managers, certain other investment talent, and certain high-ranking officers.

 

The first plan has several important components distinguishing it from traditional equity ownership plans:

 

the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;
upon retirement, a participant will receive a multi-year payout for his or her vested units; and
participation is contingent upon signing an award agreement, which includes a non-compete covenant.

 

The second plan grants participants an annual participation in company earnings; the annual amount is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there is no post-retirement payments or non-compete covenants, but there is a non-solicitation covenant.

 

Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan(s). The plan(s) was/were initially offered to portfolio managers and over time, the scope of eligibility widened to include other key investment professionals. Management has full discretion on what units are issued and to whom.

 

Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers may also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the Firm prior to May 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).

 

In addition, portfolio managers may also participate in the Loomis Sayles deferred compensation plan which requires all Loomis Sayles employees to defer 50% of their annual bonus if in excess of a certain dollar amount, except for those Loomis Sayles employees who will be age 61 or older on the date the bonus is awarded. These amounts are deferred over a two year period with 50% being paid out one year from the bonus anniversary date and the second 50% being paid out two years from the bonus anniversary date. These deferrals are deposited into an investment account on the Loomis Sayles employee’s behalf, but the employee must be with Loomis Sayles on the vesting dates in order to receive the deferred bonus.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Slavik and Burns did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Burns manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts    

Assets
(in millions)

    Number of Accounts    

Assets
(in millions)

 
Registered Investment Companies*     4     $ 3,198       0     $ 0  
Other Pooled Investment Vehicles*     3     $ 1,607       0     $ 0  
Other Accounts*     34     $ 1,712       0     $ 0  

 

*As of March 31, 2022.

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In addition to the Fund, Mr. Slavik manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts    

Assets
(in millions)

    Number of Accounts    

Assets
(in millions)

 
Registered Investment Companies*     4     $ 3,198       0     $ 0  
Other Pooled Investment Vehicles*     3     $ 1,607       0     $ 0  
Other Accounts*     35     $ 1,710       0      $ 0  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds 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. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements,” which are discussed in Loomis Sayles’ Brokerage Allocation Policies and Procedures and Loomis Sayles’ Trade Aggregation and Allocation Policies and Procedures.

 

LSV Asset Management (“LSV”)

 

The portfolio managers who are responsible for the day-to-day management of LSV’s allocated portion of the Fund’s portfolio are Josef Lakonishok, Menno Vermeulen, CFA, Puneet Mansharamani, CFA, Greg Sleight, and Guy Lakonishok, CFA.

 

Compensation. The portfolio managers’ compensation consists of a salary and discretionary bonus. Each of the portfolio managers is a partner of LSV and thereby receives a portion of the overall profit of the firm as part of his ownership interests. The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individual’s leadership and contribution to the strategic planning and development of the investment group. Compensation is not tied to performance or investment return.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Josef Lakonishok, Vermeulen, Mansharamani, Sleight and Guy Lakonishok did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

Other than the Fund, Messrs. Josef Lakonishok, Vermeulen, Mansharamani, Sleight and Guy Lakonishok manage:

 

    Total Accounts     Accounts with
Performance Fees
 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     34     $ 19,641       0     $ 0  
Other Pooled Investment Vehicles*     63     $ 25,304       6**     $ 2,052  
Other Accounts*     325     $ 60,499       63     $ 13,827  

 

*As of March 31, 2022.

 

**These accounts are limited partnerships to which LSV acts as general partner and are an aggregation of underlying investors who have negotiated a performance fee.

 

Potential Conflicts of Interest. The same team of portfolio managers is responsible for the day-to-day management of all of LSV’s accounts. LSV uses a proprietary quantitative investment model to manage all of LSV’s accounts. LSV relies extensively on its quantitative investment model regarding the advisability of investing in a particular company. Any investment decisions are generally made based on whether a buy or sell signal is received from the proprietary quantitative investment model. Accounts or funds with performance-based fees and accounts or funds in which employees may be invested could create an incentive to favor those accounts or funds over other accounts or funds in the allocation of investment opportunities. In addition, it is possible that a short position may be taken on a security that is held long in another portfolio. LSV seeks to make allocations of investment opportunities in a manner that it considers fair, reasonable and equitable without favoring or disfavoring, consistently or consciously, any particular client. LSV has

C-15
 

procedures designed to ensure that all clients are treated fairly and to prevent these potential conflicts from influencing the allocation of investment opportunities among clients. On a quarterly basis, the Forensic Testing Committee, consisting of the Chief Compliance Officer, Compliance Officer, Chief Operating Officer and Compliance Analyst, reviews, among other things, allocations of investment opportunities among clients and the allocation of partially-filled block trades. including allocations to accounts or funds with performance-based fees or in which employees may be invested, to confirm consistency with LSV’s policies and procedures.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA.

 

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 investment performance or assets managed, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Parametric is a subsidiary of Morgan Stanley. Violations of Parametric’s or Morgan Stanley’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

 

Compensation of Parametric employees has the following components:

 

(1) Base salary

(2) Discretionary bonus

This bonus may be paid in cash, or for those who meet the eligibility for deferred compensation, may be paid in a combination of cash and deferred awards that may include Morgan Stanley restricted stock and Deferred Cash awards.
Deferred awards vest after 3 years.

 

Parametric employees also receive certain retirement, health and welfare insurance, and other benefits that are broadly available to Morgan Stanley employees. Compensation of employees is reviewed on an annual basis. Considerations for adjustments in base salary and bonus decisions are typically paid and/or put into effect at, or shortly after, the firm’s fiscal year-end.

 

The firm also maintains the following arrangements:

 

Employment contracts for key investment professionals and senior leadership.

 

Notice and Non-Solicit agreements for Managing Directors and Executive Directors of the company.

 

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.

 

Compensation is also influenced by the operating performance of Parametric and Morgan Stanley. While the salaries of investment professionals are comparatively fixed, variable compensation in the form of bonuses 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.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Zach Olsen and Ricky Fong did not beneficially own any shares of the Fund.

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Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Olsen manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     23     $ 278       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 619       0     $ 0  
Other Accounts*     133     $ 46,691       3     $ 622  

 

* As of June 30, 2022.

 

In addition to the Fund, Mr. Fong manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     21     $ 194       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 598       0     $ 0  
Other Accounts*     135     $ 48,367       3     $ 725  

 

* As of March 31, 2022.

 

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.

 

Potential Conflicts of Interest. Parametric has a fiduciary obligation to act, at all times, in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where the firm’s interests may conflict with those of a client. Parametric and its employees must provide investment advice and services that are reasonable, independent, and free of competing interests. Parametric actively monitors its business activities to identify potential and confirmed conflicts of interest; Parametric will implement policies and procedures to properly mitigate such conflicts and will disclose material conflicts to existing and prospective clients. Please see Parametric’s Form ADV Brochure for additional information on the firm’s conflicts of interest.

 

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 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. Employees must disclose all securities holdings to Compliance within 10 days of becoming an employee of Parametric and annually thereafter, or as requested by Compliance. 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.

 

River Road Asset Management, LLC (“River Road”)

 

The portfolio managers who are primarily responsible for the day-to-day management of River Road’s allocated portion of the Fund’s portfolio are J. Justin Akin, R. Andrew Beck and James C. Shircliff, CFA.

 

Compensation. Compensation for portfolio managers includes an annual fixed base salary and a potential performance-based bonus. In addition, all portfolio managers also own equity in the firm, which entitles them to a portion of the firm’s profits.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Akin, Beck and Shircliff did not beneficially own any shares of the Fund.

C-17
 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Akin manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     5     $ 1,925       0     $ 0  
Other Pooled Investment Vehicles*     8     $ 504       0     $ 0  
Other Accounts*     31     $ 2,270       2     $ 355  

 

*As of March 31, 2022. Accounts with performance fees and corresponding assets also included in total accounts/assets managed.

 

In addition to the Fund, Mr. Beck manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     7     $ 2,441       0     $ 0  
Other Pooled Investment Vehicles*     11     $ 1,274       0     $ 0  
Other Accounts*     47     $ 3,377       2     $ 355  

 

*As of March 31, 2022. Accounts with performance fees and corresponding assets also included in total accounts/assets managed.

 

In addition to the Fund, Mr. Shircliff manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     5     $ 1,925       0     $ 0  
Other Pooled Investment Vehicles*     8     $ 504       0     $ 0  
Other Accounts*     31     $ 2,270       2     $ 355  

 

*As of March 31, 2022. Accounts with performance fees and corresponding assets also included in total accounts/assets managed.

 

Potential Conflicts of Interest. The portfolio managers manage multiple accounts, including the respective Fund. The portfolio managers make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to that account. Consequently, the portfolio managers may purchase securities 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. A portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of a Fund, or make investment decisions that are similar to those made for a Fund, both of which have the potential to adversely affect the price paid or received by a Fund or the size of the security position obtainable for a Fund. River Road has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.

 

Westfield Capital Management Company, L.P. (“Westfield”)

 

Investment decisions for the Fund are made by consensus of the Westfield Investment Committee (“Committee”), which is charged by William A. Muggia. Each member of the Committee has input into the investment process and overall product portfolio construction. Although the Committee collectively acts as portfolio manager for the Fund, Westfield lists the following Committee members, based either on seniority or role within the Committee, as having day-to-day management responsibilities for the Fund. William A. Muggia, Richard D. Lee, CFA, Ethan J. Meyers, CFA and John M. Montgomery.

 

Compensation. Members of the Investment Committee may be eligible to receive various components of compensation:

 

Investment Committee members receive a base salary commensurate with industry standards.
Investment Committee members also receive a performance based bonus award. The amount awarded is based on the employee’s individual performance attribution and overall contribution to the investment performance of Westfield.
Investment Committee members may be eligible to receive equity interests in the future profits of Westfield. Individual awards are typically determined by a member’s overall performance within the firm, including but not limited to contribution to company strategy, participation in marketing and client service initiatives, as well as longevity at the firm. Key members of Westfield’s management team who received equity interests in the firm entered into agreements restricting post-employment competition and solicitation of clients and employees of Westfield. This compensation is in addition to the base salary and performance based bonus. Equity interest grants typically vest over five years.
C-18
 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Muggia, Lee, Meyers and Montgomery, did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Muggia manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     9     $ 3,375       0     $ 0  
Other Pooled Investment Vehicles*     10     $ 1,585       1     $ 33  
Other Accounts*     265     $ 10,525       24     $ 2,031  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Lee manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     8     $ 3,218       0     $ 0  
Other Pooled Investment Vehicles*     5     $ 1,525       0     $ 0  
Other Accounts*     215     $ 9,260       21     $ 2,031  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Myers manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies     8     $ 3,218       0     $ 0  
Other Pooled Investment Vehicles     5     $ 1,525       0     $ 0  
Other Accounts     215     $ 9,260       21     $ 2.031  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Montgomery manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     8     $ 3,218       0     $ 0  
Other Pooled Investment Vehicles*     5     $ 1,525       0     $ 0  
Other Accounts*     215     $ 9,260       21     $ 2,031  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. The simultaneous management of multiple accounts by our investment professionals creates a possible conflict of interest as they must allocate their time and investment ideas across multiple accounts. This may result in the Investment Committee or portfolio manager allocating unequal attention and time to the management of each client account as each has different objectives, benchmarks, investment restrictions and fees. For most client accounts, investment decisions are made at the Investment Committee level. Once an idea has been approved, it is implemented across all eligible and participating accounts within the strategy.

 

Although the Investment Committee collectively acts as portfolio manager on most client accounts, there are some client accounts that are managed by a portfolio manager who also serves as a member of the Investment Committee. This can create a conflict of interest because investment decisions for these individually managed accounts do not require approval by the Investment Committee; thus, there is an opportunity for individually managed client accounts to trade in a security ahead of Investment Committee-managed client accounts. Trade orders for individually managed accounts must be communicated to the Investment Committee. Additionally, the Compliance team performs periodic reviews of such accounts to ensure procedures have been followed.

C-19
 

Westfield has clients with performance-based fee arrangements. A conflict of interest can arise between those portfolios that incorporate a performance fee and those that do not. When the same securities are recommended for both types of accounts, it is Westfield’s policy to allocate investments, on a pro-rata basis, to all participating and eligible accounts, regardless of the account’s fee structure. Our Operations team performs ongoing reviews of each product’s model portfolio versus each client account. Discrepancies are researched, and exceptions are documented.

 

In placing each transaction for a client’s account, Westfield seeks best execution of that transaction except in cases where Westfield does not have the authority to select the broker or dealer, as stipulated by the client. We attempt to bundle directed brokerage accounts with non-directed accounts, and then utilize step-out trades to satisfy the directed arrangements. Clients who do not allow step-out trades generally will be executed after non-directed accounts.

 

Because of our interest in receiving third party research services, there may be an incentive for Westfield to select a broker or dealer based on such interest rather than the clients’ interest in receiving most favorable execution. To mitigate the conflict that Westfield may have an incentive beyond best execution to utilize a particular broker, broker and research votes are conducted and reviewed on a quarterly basis. These votes provide the opportunity to recognize the unique research efforts of a wide variety of firms, as well as the opportunity to compare aggregate commission dollars with a particular broker to ensure appropriate correlation. Westfield’s Best Execution Committee also reviews transaction cost analysis data quarterly to monitor trading and commission activity.

 

Some Westfield clients have elected to retain certain brokerage firms as consultants or to invest their assets through a broker-sponsored wrap program for which Westfield acts as a manager. Several of these firms are on our approved broker list. Since Westfield may gain new clients through such relationships and will interact closely with such firms to service the client, there may be an incentive for Westfield to select a broker or dealer based on such interest rather than the clients’ interest. To help ensure independence in the brokerage selection process, brokerage selection is handled by our Traders, while client relationships are managed by our Marketing/Client Service team.

 

Personal accounts may give rise to conflicts of interest. Westfield and its employees will, from time to time, for their own investment accounts, purchase, sell, hold or own securities or other assets which may be recommended for purchase, sale or ownership for one or more clients. Westfield has a Code of Ethics which regulates trading in such accounts; requirements include regular reporting and preclearance of transactions. Compliance reviews personal trading activity regularly.

 

Westfield serves as manager to the General Partners of private funds, for which we also provide investment advisory services. Westfield and its employees have also invested their own funds in such vehicles and other investment strategies that are advised by the firm. Allowing such investments and having a financial interest in the private funds can create an incentive for the firm to favor these accounts because our financial interests are more directly tied to the performance of such accounts. To help ensure all clients are treated equitably and fairly, Westfield allocates investment opportunities on a pro-rata basis. Compliance also conducts periodic reviews of client accounts to ensure procedures have been followed.

 

In addition to a base salary and a performance-based bonus award, Westfield’s Marketing and Client Service team’s compensation is based on a percentage of annual revenue generated by new separate accounts and/or significant contributions to existing client accounts but excludes any sub-advised or advised mutual funds. This incentive poses a conflict in that members of the team could encourage investment in a product(s) that may not be suitable. To mitigate such risk, team members are not incentivized to sell one product versus another. Nor do they have specific sales targets. Further, Westfield’s new account process includes a review of client contracts and investment policy statements to ensure the recommended product is suitable prior to funding. Lastly, all incentive compensation is reviewed and approved by the COO and CFO.

 

Mercer Non-US Core Equity Fund

 

American Century Investment Management, Inc. (“American Century”)

 

The portfolio managers on the investment team who are jointly and primarily responsible for the day-to-day management of American Century’s allocated portion of the Fund’s portfolio are Rajesh Gandhi and Jim Zhao.

 

Compensation. American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. As of November 30, 2018, it includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity.

C-20
 

Base Salary. Portfolio managers receive base pay in the form of a fixed annual salary.

 

Bonus. A significant portion of portfolio manager compensation takes the form of an annual incentive bonus which is determined by a combination of factors. One factor is mutual fund investment performance. Fund investment performance is generally measured by a combination of one-, three- and five-year pre-tax performance relative to various benchmarks and/or internally-customized peer groups. The performance comparison periods may be adjusted based on a fund’s inception date or a portfolio manager’s tenure on the fund. Custom peer groups are constructed using all the funds in the indicated categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that is both more stable (i.e., has less peer turnover) over the long term and that more closely represents the fund’s true peers based on internal investment mandates.

 

Portfolio managers may have responsibility for multiple American Century mutual funds. In such cases, the performance of each is assigned a percentage weight appropriate for the portfolio manager’s relative levels of responsibility. Portfolio managers also may have responsibility for other types of managed portfolios or ETFs. If the performance of a managed account or ETF is considered for purposes of compensation, it is generally measured via the same criteria as an American Century mutual fund (i.e., relative to the performance of a benchmark and/or peer group).

 

A second factor in the bonus calculation relates to the performance of a number of American Century funds managed according to one of the following investment disciplines: global growth equity, global value equity, disciplined equity, global fixed-income and multi-asset strategies. The performance of American Century ETFs may also be included for certain investment discipline. Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one-, three-, and five-year performance (equal or asset weighted) depending on the portfolio manager’s responsibilities and products managed and the composite for certain portfolio managers may include multiple disciplines. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios.

 

A portion of portfolio managers’ bonuses may be discretionary and may be tied to factors such as profitability, or individual performance goals, such as research projects and/or the development of new products.

 

Restricted Stock Plans. Portfolio managers are eligible for grants of restricted stock of American Century Companies, Inc. (“ACC”). These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual’s grant is determined by individual and product performance as well as other product-specific considerations such as profitability. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three to four years).

 

Deferred Compensation Plans. Portfolio managers are eligible for grants of deferred compensation. These grants are used in very limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them.

 

Ownership of Fund Shares. As of March 31, 2022, Mr. Gandhi and Mr. Zhao did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Gandhi and Mr. Zhao manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     7     $ 3,530       0     $ 0  
Other Pooled Investment Vehicles*     5     $ 795       0     $ 0  
Other Accounts*     13     $ 1,802       0     $ 0  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies, such as one portfolio buying or selling a security while another portfolio has a differing, potentially opposite position in such security. This may include one portfolio taking a short position in the security of an issuer that is held long in another portfolio (or vice versa). Other potential conflicts may arise with respect to the allocation of investment opportunities, which are discussed in more detail below. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts.

C-21
 

Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, disciplined equity, global growth equity, global value equity, global fixed income, multi-asset strategies, exchange traded funds, and Avantis Investors funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimize the potential for conflicts of interest. In addition, American Century maintains an ethical wall that restricts real time access to information regarding any portfolio’s transaction activities and positions to team members that have responsibility for a given portfolio or are within the same equity investment discipline. The ethical wall is intended to aid in preventing the misuse of portfolio holdings information and trading activity in the other disciplines.

 

For each investment strategy, one portfolio is generally designated as the “policy portfolio.” Other portfolios with similar investment objectives, guidelines and restrictions, if any, are referred to as “tracking portfolios.” When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century’s trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not.

 

American Century may aggregate orders to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. A centralized trading desk executes all fixed income securities transactions for Avantis ETFs and mutual funds. For all other funds in the American Century complex, portfolio teams are responsible for executing fixed income trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system. There is an ethical wall between the Avantis trading desk and all other American Century traders. The Adviser’s Global Head of Trading monitors all trading activity for best execution and to make sure no set of clients is being systematically disadvantaged.

 

Finally, investment of American Century’s corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.

 

Arrowstreet Capital, Limited Partnership (“Arrowstreet”)

 

The allocated portion of the Fund’s portfolio managed by Arrowstreet is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Arrowstreet’s allocated portion of the Fund’s portfolio are Dr. Peter Rathjens, Ph.D., Dr. Manolis Liodakis, Ph.D, Mr. Derek Vance, CFA and Dr. Christopher Malloy, Ph.D.

 

Compensation. Arrowstreet’s compensation system is designed to attract, motivate, and retain talented professionals. Arrowstreet’s compensation structure for investment professionals consists of a competitive base salary and bonus. Bonuses are paid on an annual basis. Bonus targets are set for each individual at each review period, typically at the start of every year. Generally, bonus amounts are determined typically using the following factors: Arrowstreet’s investment performance; Arrowstreet’s business performance; and individual contributions and achievements relative to established goals.

 

Ownership of Fund Shares. As of March 31, 2022, Dr. Rathjens, Dr. Liodakis, Mr. Vance and Dr. Malloy did not beneficially own any shares of the Fund.

C-22
 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Dr. Rathjens, Dr. Liodakis, Mr. Vance and Dr. Malloy, along with Arrowstreet’s team, manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     4     $ 3,687       1     $ 175  
Other Pooled Investment Vehicles*     73     $ 87,540       39     $ 39,600  
Other Accounts*     65     $ 59,775       12     $ 15,728  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Arrowstreet offers institutional investors a select range of equity investment strategies that are broadly categorized as long-only, alpha extension, long/short.

 

Arrowstreet’s investment strategies are managed by a cohesive investment team, which consists of the research team, investment processes team and the portfolio management team. Individual strategies are not managed by individual investment professionals but rather all strategies are managed by the same team of professionals. This team approach to trading is designed to ensure that all research ideas and opinions are shared at the same time amongst all accounts without systematically favoring any one account over another.

 

Arrowstreet manages a large number of client accounts and, as a result, potential conflicts of interest may arise from time to time. As a result, Arrowstreet has established a number of policies and procedures designed to mitigate and/or eliminate potential conflicts. Arrowstreet has established policies and procedures with respect to trade execution, aggregation and allocation. In addition, Arrowstreet maintains a comprehensive code of ethics addressing potential conflicts that could arise between Arrowstreet and its employees and its clients.

 

Arrowstreet believes that its policies and procedures are reasonably designed to address potential conflicts of interest.

 

LSV Asset Management (“LSV”)

 

The portfolio managers who are responsible for the day-to-day management of LSV’s allocated portion of the Fund’s portfolio are Josef Lakonishok, Menno Vermeulen, CFA, Puneet Mansharamani, CFA, Greg Sleight, and Guy Lakonishok, CFA.

 

Compensation. The portfolio managers’ compensation consists of a salary and discretionary bonus. Each of the portfolio managers is a partner of LSV and thereby receives a portion of the overall profit of the firm as part of his ownership interests. The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individual’s leadership and contribution to the strategic planning and development of the investment group. Compensation is not tied to performance or investment return.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Josef Lakonishok, Vermeulen, Mansharamani, Sleight and Guy Lakonishok did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

Other than the Fund, Messrs. Josef Lakonishok, Vermeulen, Mansharamani, Sleight and Guy Lakonishok manage:

 

    Total Accounts     Accounts with
Performance Fees
 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     34     $ 19,046       0     $ 0  
Other Pooled Investment Vehicles*     63     $ 25,304       6**     $ 2,052  
Other Accounts*     325     $ 60,499       63     $ 13,827  

 

*As of March 31, 2022.

 

**These accounts are limited partnerships to which LSV acts as general partner and are an aggregation of underlying investors who have negotiated a performance fee.

 

Potential Conflicts of Interest. The same team of portfolio managers is responsible for the day-to-day management of all of LSV’s accounts. LSV uses a proprietary quantitative investment model to manage all of LSV’s accounts. LSV relies extensively on its quantitative investment model regarding the advisability of investing in a particular company. Any investment decisions are generally made based on whether a buy or sell signal is received from the proprietary quantitative investment model. Accounts or funds with performance-based fees and accounts or funds in which employees may be invested could create an incentive to favor those accounts or funds over other accounts or funds in the allocation of investment opportunities. In addition, it is possible that a short position may be taken on a security that is held long in another portfolio. LSV seeks to make allocations of investment opportunities in a manner that it

C-23
 

considers fair, reasonable and equitable without favoring or disfavoring, consistently or consciously, any particular client. LSV has procedures designed to ensure that all clients are treated fairly and to prevent these potential conflicts from influencing the allocation of investment opportunities among clients. On a quarterly basis, the Forensic Testing Committee, consisting of the Chief Compliance Officer, Compliance Officer, Chief Operating Officer and Compliance Analyst, reviews, among other things, allocations of investment opportunities among clients and the allocation of partially-filled block trades, including allocations to accounts or funds with performance-based fees or in which employees may be invested, to confirm consistency with LSV’s policies and procedures.

 

Massachusetts Financial Services Company (“MFS”)

 

The portfolio managers who are primarily responsible for the day-to-day management of MFS’ allocated portion of the Fund’s portfolio are Benjamin Stone and Philip Evans.

 

Compensation. MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

 

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2021, portfolio manager total cash compensation is a combination of base salary and performance bonus:

 

Base Salary. Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

 

Performance Bonus. Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

 

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

 

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, 10-, 5-, and 3-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”).

 

As of December 31, 2021, the following benchmark was used to measure the performance of each of Mr. Stone and Mr. Evans for the Fund: MSCI EAFE (Europe, Australasia, Far East) Value Index (net div).

 

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

 

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

 

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

C-24
 

MFS Equity Plan. Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

 

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Stone and Evans did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Stone manages:

 

    Total Accounts     Accounts with Performance
Fees**
 
Other Accounts   Number of
Accounts
   

Assets
(in millions)

    Number of
Accounts
   

Assets
(in millions)

 
Registered Investment Companies*     8     $ 32,534       0     $ 0  
Other Pooled Investment Vehicles*     3     $ 886       0     $ 0  
Other Accounts*     13     $ 5,526       1     $ 230  

 

* As of March 31, 2022.

 

** Performance fees for any particular account are paid to MFS, not the portfolio manager, and the portfolio manager’s compensation is not determined by reference to the level of performance fees received by MFS.

 

 

In addition to the Fund, Mr. Evans manages:

 

    Total Accounts     Accounts with Performance
Fees**
 
Other Accounts   Number of
Accounts
   

Assets
(in millions)

    Number of
Accounts
   

Assets
(in millions)

 
Registered Investment Companies*     6     $ 32,477       0     $ 0  
Other Pooled Investment Vehicles*     2     $ 858       0     $ 0  
Other Accounts*     12     $ 5,524       1     $ 230  

 

* As of March 31, 2022.

 

** Performance fees for any particular account are paid to MFS, not the portfolio manager, and the portfolio manager’s compensation is not determined by reference to the level of performance fees received by MFS.

 

Potential Conflicts of Interest. MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts. There is no guarantee that MFS will be successful in identifying or mitigating conflicts of interest.

 

The management of multiple funds and accounts (including accounts in which MFS or an affiliate has an interest) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons, and fees, as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund’s portfolio as well as for one or more other accounts advised by MFS or its subsidiaries (including accounts in which MFS or an affiliate has an interest) with similar investment objectives. MFS’ trade allocation policies could have a detrimental effect on the Fund if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts advised by MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

 

When two or more accounts are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each over time. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or availability of a security with respect to the Fund.

 

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund; for instance, those that pay a higher advisory fee and/or have a performance adjustment, those that include an investment by the portfolio manager, and/or those in which MFS, its officers and/or employees, and/or its affiliates own or have an interest.

 

To the extent permitted by applicable law, certain accounts may invest their assets in other accounts advised by MFS or its affiliates, including accounts that are advised by one or more of the same portfolio manager(s), which could result in conflicts of interest relating to asset allocation,

C-25
 

timing of purchases and redemptions, and increased profitability for MFS, its affiliates, and/or its personnel, including portfolio managers.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA.

 

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 investment performance or assets managed, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Parametric is a subsidiary of Morgan Stanley. Violations of Parametric’s or Morgan Stanley’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

 

Compensation of Parametric employees has the following components:

 

(1) Base salary

(2) Discretionary bonus

This bonus may be paid in cash, or for those who meet the eligibility for deferred compensation, may be paid in a combination of cash and deferred awards that may include Morgan Stanley restricted stock and Deferred Cash awards.
Deferred awards vest after 3 years.

 

Parametric employees also receive certain retirement, health and welfare insurance, and other benefits that are broadly available to Morgan Stanley employees. Compensation of employees is reviewed on an annual basis. Considerations for adjustments in base salary and bonus decisions are typically paid and/or put into effect at, or shortly after, the firm’s fiscal year-end.

 

The firm also maintains the following arrangements:

 

Employment contracts for key investment professionals and senior leadership.

 

Notice and Non-Solicit agreements for Managing Directors and Executive Directors of the company.

 

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.

 

Compensation is also influenced by the operating performance of Parametric and Morgan Stanley. While the salaries of investment professionals are comparatively fixed, variable compensation in the form of bonuses 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.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Olsen and Fong did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Olsen manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     23     $ 278       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 619       0     $ 0  
Other Accounts*     133     $ 46,691       3     $ 622  

 

* As of June 30, 2022.

C-26
 

In addition to the Fund, Mr. Fong manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     21     $ 194       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 598       0     $ 0  
Other Accounts*     135     $ 48,367       3     $ 725  

 

* As of March 31, 2022.

 

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.

 

Potential Conflicts of Interest. Parametric has a fiduciary obligation to act, at all times, in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where the firm’s interests may conflict with those of a client. Parametric and its employees must provide investment advice and services that are reasonable, independent, and free of competing interests. Parametric actively monitors its business activities to identify potential and confirmed conflicts of interest; Parametric will implement policies and procedures to properly mitigate such conflicts and will disclose material conflicts to existing and prospective clients. Please see Parametric’s Form ADV Brochure for additional information on the firm’s conflicts of interest.

 

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 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. Employees must disclose all securities holdings to Compliance within 10 days of becoming an employee of Parametric and annually thereafter, or as requested by Compliance. 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.

 

Mercer Emerging Markets Equity Fund

 

BennBridge US LLC (“BennBridge US”)

 

The allocated portion of the Fund’s portfolio managed by BennBridge US is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of BennBridge US’s allocated portion of the Fund’s portfolio are Glen Finegan as the Lead Portfolio Manager and Portfolio Managers Michael Cahoon, Nichols Cowley, Stephen Deane, Ronan Kelleher and Ian Tabberer.

 

Compensation. BennBridge US has a remuneration policy which applies to all BennBridge US staff. All BennBridge US staff are currently paid a fixed, base salary which is commensurate with market rates for those of their seniority, experience and qualifications. The Governing Body has sought to set the fixed element of employee remuneration at a sufficient level to provide staff with comfortable living standards, in an attempt to avoid reliance on any variable element of remuneration, whilst ensuring the Firm’s capital and liquidity position remains strong.

 

Any variable element of remuneration will be largely based on profits generated by BennBridge (over and above all expenses), but will also take account of individual performance, to the extent the financial position of the Firm so allows. If the AIFs and Fund Vehicles do not perform well as

C-27
 

a result of the investment strategy implemented by the Firm, variable remuneration may still be paid to non-investment staff if the financial position of the Firm so allows. No individual will be rewarded for the success of a specific transaction and whether a bonus is paid is determined by the success of the Firm as a whole, not by the performance of a specific strategy or client. Bonuses to individuals will be based on actual past performance, not based upon future or indicative results. Individual performance is reviewed on an annual basis. BennBridge does not operate a deferral process or claw back mechanism.

 

The Portfolio Managers are all members of Skerryvore and are therefore remunerated solely through Skerryvore. Members of Skerryvore receive fixed monthly drawings (salary) plus a share of firm profit equivalent to their participation level. In addition, Skerryvore can pay up to 10% of gross profit in discretionary bonuses which creates some flexibility. A condition of membership of Skerryvore is that all partners must co-invest up to 50% of their post-tax profit share in strategies run by the firm. These investments must be held for a minimum of three years.

 

Ownership of Fund Shares. As of March 31, 2022, the Portfolio Managers did not beneficially own any shares of the Fund.

 

Other Accounts Managed by the Portfolio Managers.*

 

In addition to the Fund, the Skerryvore Portfolio Managers collectively manage the following assets:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     0     $ 0       0     $ 0  
Other Pooled Investment Vehicles*     3     $ 150       2     $ 54  
Other Accounts*     3     $ 513       0     $ 0  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Managing multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies, allocating time and attention to account management, allocation of investment opportunities, knowledge of and timing of fund trades, selection of brokers and dealers, and compensation for the account. BennBridge US has adopted and implemented policies and procedures that it believes address the potential conflicts associated with managing accounts for multiple clients and personal accounts and are designed to ensure that all clients and client accounts are treated fairly and equitably. These procedures include allocation policies and procedures, personal trading policies and procedures, internal review processes and, in some cases, review by independent third parties.

 

Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”)

 

The allocated portion of the Fund’s portfolio managed by GMO is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of GMO’s allocated portion of the Fund’s portfolio are Warren Chiang and Arjun Divecha.

 

Compensation. Senior members of each team are generally members (partners) of GMO. The compensation of each senior member consisted of a fixed annual base salary and an additional, discretionary, bonus and, in the case of partners, a partnership interest in the firm’s profits. Base salary is determined by taking into account current industry norms and market data to ensure that GMO pays a competitive base salary. The discretionary bonus is paid on the basis of a number of factors, including features designed to align the compensation of the senior members with the performance of the accounts they manage, such as a Fund, over various periods. In some cases the performance of a Fund relative to an index (which may or may not be the Fund’s benchmark) is considered. Such features are intended to promote a closer alignment of interests between those accounts and the senior members managing those accounts. Individual senior members may, however, have some or all of the same economic incentives that GMO itself may have when GMO is eligible to earn a performance fee. Specifically, even if GMO is not earning or eligible to earn a performance fee (none of the Funds pay GMO a performance-based fee), individual senior members may have compensation-related incentives to make riskier investments, pursue riskier Fund strategies, seek less downside risk when a Fund has outperformed its benchmark and allocate superior investment ideas to GMO client accounts capable of generating higher performance-related compensation. The level of partnership interest is determined by taking into account the individual’s contribution to GMO. Because each senior member’s compensation is based, in part, on his or her individual performance, GMO does not have a typical percentage split among base salary, bonus and other compensation.

 

Ownership of Fund Shares. As of March 31, 2022, Warren Chiang and Arjun Divecha did not beneficially own any shares of the Fund.

C-28
 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Warren Chiang manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     2     $ 2,079       0     $ 0  
Other Pooled Investment Vehicles*     3     $ 288       0     $ 0  
Other Accounts*     6     $ 2,285       0     $ 0  

 

*As of March 31, 2022. The portfolio managed by GMO is managed on a team basis.

 

In addition to the Fund, Mr. Arjun Divecha manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     3     $ 2,851       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 437       0     $ 0  
Other Accounts*     8     $ 2,668       1     $ 101  

 

*As of March 31, 2022. The portfolio managed by GMO is managed on a team basis.

 

Potential Conflicts of Interest. Because each portfolio manager manages other accounts, including accounts that pay higher fees or accounts that pay performance-based fees, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategy of the other accounts managed by the portfolio manager and potential conflicts in the allocation of investment opportunities between the Fund and the other accounts.

 

Conflicts may also arise in cases when clients with different strategies invest in different parts of an issuer’s capital structure or different classes of securities issued by such issuer, including circumstances in which one or more clients own private securities or obligations of an issuer and other clients may own public securities of the same issuer. Actions by investors in one part of the capital structure could disadvantage investors in another part of the capital structure. It is also possible that GMO may cause a client to engage in short sales of or take a short position in an investment owned or being purchased by other client accounts managed by GMO or vice versa. These positions and actions may adversely affect or benefit different clients at different times. In addition, purchases or sales of the same investment may be made for two or more clients on the same date. In some cases GMO may refrain from taking certain actions or making certain investments on behalf of clients in order to avoid or mitigate certain conflicts of interest or to prevent adverse regulatory or other effects on GMO, or may sell investments for certain clients (in each case potentially disadvantaging the clients on whose behalf the actions are not taken, investments not made, or investments sold). Foregone investment opportunities or actions may adversely affect the performance of a client’s account if similarly attractive opportunities are not available or cannot be identified. There can be no assurance that a client will not receive less (or more) of a certain investment than it would otherwise receive if GMO did not have a conflict of interest among clients. In effecting transactions, it may not be possible, or consistent with the investment objectives of GMO’s various clients, to purchase or sell securities at the same time at the same prices.

 

Origin Asset Management LLP (“Origin”)

 

The allocated portion of the Fund’s portfolio managed by Origin is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Origin’s allocated portion of the Fund’s portfolio are Chris Carter, Nigel Dutson, Nerys Weir and Tarlock Randhawa.

 

Compensation. Origin Asset Management LLP offers investment professionals a competitive compensation structure that is evaluated relative to other asset management firms to ensure its continued competitiveness and alignment with industry best practices. The objective of the structure is to align team contributions in a manner that is consistent with industry standards and business results. Compensation of Origin’s portfolio managers is formed of a competitive fixed salary and a share of a bonus pool which is a function of the annual profitability of the firm. Select members of the investment team further share in the firm’s profits based on their overall partner ownership.

 

Ownership of Fund Shares. As of March 31, 2022, Chris Carter, Nerys Weir, Nigel Dutson and Tarlock Randhawa did not beneficially own any shares of the Fund.

C-29
 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Messrs. Carter, Dutson, Weir and Randhawa manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     4     $ 3,533       0     $ 0  
Other Pooled Investment Vehicles*     1     $ 24       0     $ 0  
Other Accounts*     7     $ 1,798       1     $ 90  

 

*As of March 31, 2022. The portfolio managed by Origin is managed on a team basis.

** Please note the assets refers to the AUM of the clients who are paying performance fees as of March 31, 2022.

 

Potential Conflicts of Interest. Managing multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies, allocating time and attention to account management, allocation of investment opportunities, knowledge of and timing of fund trades, selection of brokers and dealers, and compensation for the account. Origin has adopted and implemented policies and procedures that it believes address the potential conflicts associated with managing accounts for multiple clients and personal accounts and are designed to ensure that all clients and client accounts are treated fairly and equitably. These procedures include allocation policies and procedures, personal trading policies and procedures, internal review processes and, in some cases, review by independent third parties.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA.

 

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 investment performance or assets managed, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Parametric is a subsidiary of Morgan Stanley. Violations of Parametric’s or Morgan Stanley’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

 

Compensation of Parametric employees has the following components:

 

(1) Base salary

(2) Discretionary bonus

This bonus may be paid in cash, or for those who meet the eligibility for deferred compensation, may be paid in a combination of cash and deferred awards that may include Morgan Stanley restricted stock and Deferred Cash awards.
Deferred awards vest after 3 years.

 

Parametric employees also receive certain retirement, health and welfare insurance, and other benefits that are broadly available to Morgan Stanley employees. Compensation of employees is reviewed on an annual basis. Considerations for adjustments in base salary and bonus decisions are typically paid and/or put into effect at, or shortly after, the firm’s fiscal year-end.

 

The firm also maintains the following arrangements:

 

Employment contracts for key investment professionals and senior leadership.

 

Notice and Non-Solicit agreements for Managing Directors and Executive Directors of the company.

 

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.

C-30
 

Compensation is also influenced by the operating performance of Parametric and Morgan Stanley. While the salaries of investment professionals are comparatively fixed, variable compensation in the form of bonuses 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.

 

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Olsen and Fong did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Olsen manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     23     $ 278       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 619       0     $ 0  
Other Accounts*     133     $ 46,691       3     $ 622  

 

* As of June 30, 2022.

 

In addition to the Fund, Mr. Fong manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     21     $ 194       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 598       0     $ 0  
Other Accounts*     135     $ 48,367       3     $ 725  

 

* As of March 31, 2022.

 

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.

 

Potential Conflicts of Interest. Parametric has a fiduciary obligation to act, at all times, in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where the firm’s interests may conflict with those of a client. Parametric and its employees must provide investment advice and services that are reasonable, independent, and free of competing interests. Parametric actively monitors its business activities to identify potential and confirmed conflicts of interest; Parametric will implement policies and procedures to properly mitigate such conflicts and will disclose material conflicts to existing and prospective clients. Please see Parametric’s Form ADV Brochure for additional information on the firm’s conflicts of interest.

 

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 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. Employees must disclose all securities holdings to Compliance within 10 days of becoming an employee of Parametric and annually

C-31
 

thereafter, or as requested by Compliance. 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.

 

Schroder Investment Management North America Inc. (“SIMNA Inc.”) and Schroder Investment Management North America Limited (“SIMNA Ltd,” and together with SIMNA Inc., “Schroders”)

 

The allocated portion of the Fund’s portfolio managed by Schroders is managed on a team basis. The portfolio manager who is primarily responsible for the day-to-day management of Schroders’ allocated portion of the Fund’s portfolio is Louisa Lo.

 

Compensation. Schroders’ methodology for measuring and rewarding the contribution made by portfolio managers combines quantitative measures with qualitative measures. Schroders’ portfolio managers are compensated for their services to the Fund and to other accounts they manage in a combination of base salary and annual discretionary bonus, as well as the standard retirement, health and welfare benefits available to all Schroder employees. Certain fund managers may also receive awards under a long-term incentive program. Base salary of Schroder employees is determined by reference to the level of responsibility inherent in the role and the experience of the incumbent, and is benchmarked annually against market data to ensure that Schroders is paying competitively. Schroders reviews base salaries annually, targeting increases at employees whose roles have increased in scope materially during the year and those whose salary is behind market rates. At more senior levels, base salaries tend to be adjusted less frequently as the emphasis is increasingly on the discretionary bonus.

 

Schroders believes that a discretionary incentive scheme approach is preferable to the use of formulaic arrangements to ensure that good conduct and behaviors in line with Schroders’ values are rewarded, to avoid reinforcing or creating conflicts of interest and to encourage a one team attitude. Any discretionary bonus is determined by a number of factors. At a macro level, the total amount available to spend is a function of the compensation to revenue ratio achieved by Schroders globally. Schroders then assesses the performance of the division and of a management team to determine the share of the aggregate bonus pool that is spent in each area. This focus on “team” maintains consistency and minimizes internal competition that may be detrimental to the interests of Schroders’ clients. For each team, Schroders assesses the performance of their Funds relative to competitors and to relevant benchmarks (which may be internally-and/or externally-based and are considered over a range of performance periods, including over one- and three-year periods), the level of Funds under management and the level of performance fees generated, if any. The portfolio managers’ compensation for other accounts they manage may be based upon such accounts’ performance. Schroders also reviews “softer” factors such as leadership, contribution to other parts of the business, and adherence to our corporate values of excellence, integrity, teamwork, passion, and innovation. For those employees receiving significant bonuses, a part may be deferred in the form of Schroders plc stock and fund-based awards of notional cash investments in a range of Schroders funds. These deferrals vest over a period of three years or more and seek to ensure that the interests of employees are aligned with those of clients and shareholders.

 

Ownership of Fund Shares. As of March 31, 2022, Louisa Lo did not beneficially own any shares of the Fund.

 

Other Accounts Managed by the Portfolio Manager.*

 

In addition to the Fund, Ms. Lo manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     0     $ 0       0     $ 0  
Other Pooled Investment Vehicles*     6     $ 11,623       0     $ 0  
Other Accounts*     6     $ 3.419       2     $ 1,667  

 

*As of March 31, 2022. The portfolio managed by Schroders is managed on a team basis.

 

Potential Conflicts of Interest. Whenever a portfolio manager of the Fund manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategy of the other accounts. For example, in certain instances, a portfolio manager may take conflicting positions in a particular security for different accounts, by selling a security for one account and continuing to hold it for another account. In addition, the fact that other accounts require the portfolio manager to devote less than all of his or her time to a Fund may be seen itself to constitute a conflict with the interest of the Fund.

C-32
 

Each portfolio manager may also execute transactions for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by a Fund. Securities selected for funds or accounts other than such Fund may outperform the securities selected for the Fund. Finally, if the portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and accounts. Schroders’ policies, however, require that portfolio managers allocate investment opportunities among accounts managed by them in an equitable manner over time. Orders are normally allocated on a pro rata basis, except that in certain circumstances, such as the small size of an issue, orders will be allocated among clients in a manner believed by Schroders to be fair and equitable over time.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay tends to increase with additional and more complex responsibilities that include increased assets under management, which indirectly links compensation to sales. Also, potential conflicts of interest may arise since the structure of Schroders’ compensation may vary from account to account.

 

Schroders has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

William Blair Investment Management, LLC (“William Blair”)

 

The allocated portion of the Fund’s portfolio managed by William Blair is managed on a team basis. The portfolio managers who are jointly and primarily responsible for the day-to-day management of William Blair’s allocated portion of the Fund’s portfolio are Todd McCone, CFA, Partner, Ken McAtamney, Partner and Hugo Scott-Gall, Partner.

 

Compensation. The compensation of William Blair’s portfolio managers is based on the firm’s mission: “to achieve success for its clients.” Messrs. McClone, McAtamney and Scott-Gall are partners of William Blair and as of December 31, 2021, compensation for partners of William Blair consists of a fixed base salary, a share of the firm’s profits and, in some instances, a discretionary bonus. The discretionary bonus as well as any potential changes to the partners’ ownership stakes are determined by the head of William Blair’s Investment Management Department, subject to the approval of William Blair’s Executive Committee and are based entirely on a qualitative assessment rather than a formula. The discretionary bonus rewards the specific accomplishments in the prior year, including short-term and long-term investment performance, quality of research ideas, and other contributions to William Blair and its clients. Changes in ownership stake are based on an individual’s sustained, multi-year contribution to long-term investment performance, and to William Blair’s revenue, profitability, intellectual capital and brand reputation. The compensation process is a subjective one that takes into account the factors described above. Portfolio managers do not receive any direct compensation based upon the performance of any individual client account and no indices are used to measure performance. In addition, there is no particular weighting or formula for evaluating the factors.

 

Ownership of Fund Shares. As of March 31, 2022, Mr. McClone did not beneficially own any shares of the Fund. As of June 30, 2022, Messrs. McAtamney and Scott-Gall did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. McClone manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     4     $ 1,929       0     $ 0  
Other Pooled Investment Vehicles*     19     $ 7,009       0     $ 0  
Other Accounts*     17     $ 4,003       0     $ 0  

 

* As of March 31, 2022.

 

In addition to the Fund, Mr. McAtamney manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     13     $ 7,105       0     $ 0  
Other Pooled Investment Vehicles*     34     $ 6,532       0     $ 0  
Other Accounts*     52     $ 11,107       1     $ 311  

 

* As of June 30, 2022.

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In addition to the Fund, Mr. Scott-Gall manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     3     $ 597       0     $ 0  
Other Pooled Investment Vehicles*     18     $ 3,418       0     $ 0  
Other Accounts*     11     $ 3,447       0     $ 0  

 

* As of June 30, 2022.

 

Potential Conflicts of Interest. Because each portfolio manager manages other accounts in addition to the Fund’s portfolio, conflicts of interest may arise in connection with a portfolio manager’s management of the Fund portfolio’s investments on the one hand and the investments of such other accounts on the other hand. However, William Blair has adopted policies and procedures designed to address such conflicts, including, among others, policies and procedures relating to allocation of investment opportunities, soft dollars, and aggregation of trades.

 

Mercer Global Low Volatility Equity Fund

 

Acadian Asset Management LLC (“Acadian”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Acadian’s allocated portion of the Fund’s portfolio are Brendan Bradley, Ph.D., Ryan Taliaferro, Ph.D. and Mark Birmingham, CFA.

 

Compensation. Compensation structure varies among professionals, although the basic package involves a generous base salary, strong bonus potential, profit sharing participation, various benefits, and, among the majority of senior investment professionals and certain other key employees, equity interest in the firm as part of the Acadian Key Employee Limited Partnership.

 

Compensation is highly incentive-driven, with Acadian often paying in excess of 100% of base pay for performance bonuses. Bonuses are tied directly to the individual’s contribution and performance during the year, with members of the investment team evaluated on such factors as their contributions to the investment process, account retention, asset growth, and overall firm performance. Since portfolio management in our equity strategies is a team approach, investment team members’ compensation is not linked to the performance of specific accounts but rather to the individual’s overall contribution to the success of the team and the firm’s profitability. This helps to ensure an “even playing field” as investment team members are strongly incentivized to strive for the best possible portfolio performance for all clients

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Bradley, Taliaferro and Birmingham did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Messrs. Bradley, Taliaferro and Birmingham manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     15     $ 9,624       0     $ 0  
Other Pooled Investment Vehicles*     82     $ 28,649       13     $ 2,174  
Other Accounts*     194     $ 69,676       21     $ 10,629  

 

* As of March 31, 2022.

 

For all equity products offered by the firm, including the subject strategy, Acadian manages a single core process that is custom-tailored to the objectives of its clients. The investment professionals shown above function as part of a core equity team of 24 portfolio managers, all of whom are responsible for working with the dedicated research team to develop and apply quantitative techniques to evaluate securities and markets and for final quality-control review of portfolios to seek to ensure investment objectives. The data shown for these managers reflect firm-level numbers of accounts and assets under management, segregated by investment vehicle type. The data shown does not reflect the $831 million in model advisory contracts for which Acadian does not have trading authority.

C-34
 

Acadian has been appointed as adviser or sub-adviser to numerous public and private funds domiciled in the U.S. and abroad. Acadian is not an investment company and does not directly offer mutual funds. The asset data shown under “Registered Investment Companies” reflects advisory and subadvisory relationships with U.S. registered investment companies offering funds to retail investors. The asset data shown under “Other Pooled Investment Vehicles” reflects a combination of: (1) Delaware-based private funds where Acadian has been appointed adviser or sub-adviser; and (2) non-U.S.-based funds where Acadian has been appointed adviser or sub-adviser.

 

Potential Conflicts of Interest. A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the subject Fund, which may have different investment guidelines and objectives. In addition to the subject Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for the subject Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by the subject Fund and the Other Accounts. The Other Accounts may have similar investment objectives or strategies as the subject Fund, may track the same benchmarks or indexes as the subject Fund tracks, and may sell securities that are eligible to be held, sold or purchased by the subject Fund. A portfolio manager may be responsible for accounts that have different management fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the subject Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the subject Fund.

 

To address and manage these potential conflicts of interest, Acadian has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, portfolio manager assignment practices and oversight by investment management and the Compliance team.

 

Martingale Asset Management, L.P. (“Martingale”)

 

Martingale’s portion of the Fund has been managed by a team of investment professionals led by Mr. James M. Eysenbach since February 2015.

 

Compensation. Compensation for all employees includes an annual base salary, as well as the opportunity for an annual bonus related to firm-wide profit and individual performance, a SEP retirement plan and participation in the firm’s profit through equity (partnership) ownership. Other non-financial benefits are provided to all employees. Individual compensation packages are commensurate with past experience and current contributions to Martingale. Changes in salary or bonus for individual employees are based on traditional employee performance evaluation criteria.

 

Ownership of Fund Shares. As of March 31, 2022, Mr. Eysenbach and the investment team did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

Martingale Asset Management, L.P. uses a team approach to portfolio management. In addition to the Fund, Mr. Eysenbach and the investment team manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     1     $ 43       0     $ 0  
Other Pooled Investment Vehicles*     10     $ 2,250       3     $ 647  
Other Accounts*     26     $ 4,101       1     $ 190  

 

* As of March 31, 2022.

 

Potential Conflicts of Interest. The portfolio managers’ management of other accounts may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts include all other Martingale accounts. The other accounts might have similar investment objectives as the Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Fund. While the portfolio managers’ management of other accounts may give rise to the following potential conflicts of interest, Martingale does not believe that the conflicts, if any, are

C-35
 

material or, to the extent any such conflicts are material, Martingale believes that it has designed policies and procedures to manage conflicts in an appropriate way.

 

A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of Fund 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 Fund. However, Martingale has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

Ninety One North America, Inc. (“Ninety One”)

 

The allocated portion of the Fund’s portfolio managed by Ninety One is managed on a team basis. The portfolio manager who is primarily responsible for the day-to-day management of Ninety One’s allocated portion of the Fund’s portfolio is Clyde Rossouw.

 

Compensation. The remuneration structure for investment professionals typically consists of:

 

Fixed pay and pension contributions (where applicable);
Discretionary variable compensation (which may comprise both cash and deferred elements); and
Other local employee benefits.

 

Fixed remuneration is reviewed annually and is designed to reflect the relative skills and experience of, and contribution made, by each employee. We always seek to recruit the best investment professionals available and remunerate them accordingly.

 

The primary determinant of the variable compensation pool available for distribution is Ninety One’s own annual profit. Given

Ninety One business is oriented towards meeting the long-term objectives of Ninety One clients, there are not significant fluctuations in profit levels (and therefore bonus pools) year on year. All investment professionals are currently eligible to be considered for a cash bonus payment under the scheme. Any payments made under the scheme are at the discretion of Ninety One and based on a number of qualitative and quantitative factors including multi-year performance and non-financial metrics such as compliance and risk awareness.

 

Participation in the deferred bonus scheme is determined on an annual basis at our discretion based on the roles of individual employees. The purpose of the deferred bonus scheme is to retain key employees, provide better alignment of the interests with both clients and Ninety One, and to manage potential, currently unknown, future risks.

 

The deferred bonus awards are made in the form of a combination of investments into:

 

Investment funds managed by Ninety One, with specific allocations (normally 50%) for portfolio managers and analysts into the funds for which they are responsible; and
Listed shares in Ninety One (normally allocations of at least 25%).

 

The deferral period is just over 3 years and awards are only paid out under specific conditions. Employees forfeit their allocations if they resign or their employment terminates prior to the vesting date unless discretion is otherwise exercised by Ninety One. Any sums deferred would be subject to forfeiture in the event of serious compliance or risk breach, or termination for gross misconduct prior to the end of the deferral period.

 

Ownership of Fund Shares. As of March 31, 2022, Mr. Rossouw did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Rossouw manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     1     $ 282       0     $ 0  
Other Pooled Investment Vehicles*     10     $ 16,258       1     $ 4,263  
Other Accounts*     42     $ 11,741       4     $ 103  

 

*As of March 31, 2022. The portfolio managed by Ninety One is managed on a team basis.

C-36
 

Potential Conflicts of Interest. Ninety One performs investment management and investment advisory services for various clients, including the Fund, many of whom may have differing investment objectives, guidelines, and restrictions. As a result, Ninety One may give advice and take action in the performance of its duties for the Fund that may differ from the advice given, or the timing or nature of action taken, with respect to other clients.

 

It is also possible that in the course of business, investments for the Fund will overlap with investments for other clients of Ninety One and create a possible conflict of interest in connection with an investment opportunity that may be suitable for multiple accounts, but not available in sufficient quantities for the Fund to participate fully. Because Ninety One provides services to a number of different clients, potential conflicts of interest may also arise related to the amount of time an individual devotes to managing the Fund. Ninety One may also have an incentive to favor some accounts in the allocation of investment opportunities or otherwise treat preferentially those accounts that pay Ninety One a performance-related fee, or a higher fee level or greater fees overall.

 

To address such conflicts, Ninety One has established a variety of policies and procedures whose goals are to facilitate the fair allocation of investment opportunities. At all times, Ninety One seeks to treat all of its clients in a fair and equitable manner and will act in a manner that Ninety One believes to be in the best interests of clients. Ninety One seeks to ensure that potential or actual conflicts of interest are appropriately resolved, taking into consideration the overriding best interests of its clients. Mr. Rossouw manages multiple accounts for Ninety One, including the Fund. In addition, Mr. Rossouw serves as portfolio manager of certain private investment funds and client accounts that are managed by affiliates of Ninety One. As such, Mr. Rossouw will not devote his full business time to the Fund, but will devote such time as he, in his sole discretion, deems necessary to carry out his role effectively. Mr. Rossouw will make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that he believes is applicable to such accounts.

 

Mr. Rossouw may on occasion give advice or take action with respect to certain accounts that differs from the advice given or action taken with respect to the Fund (especially where the investment policies differ). Thus, it is possible that the transactions and portfolio strategies Mr. Rossouw may use for various accounts may conflict and affect the prices and availability of the securities and other financial instruments in which the Fund invests. In circumstances where conflicts occur, Ninety One seeks to implement policies to minimize such conflicts and ensure that decisions are made that are fair and equitable to all the accounts involved, in light of the circumstances prevailing at the time and its applicable fiduciary duties.

 

Potential conflicts of interest may also arise in connection with the knowledge by an employee of either Ninety One and/or an affiliate of Ninety One about the timing of transactions, investment opportunities, broker selection, portfolio holdings and investments. Such employees who have access to the size and timing of transactions may have information concerning the market impact of transactions. Such employees may be in a position to use this information to their possible advantage or to the possible detriment of a client. Ninety One manages these potential conflicts involving employee personal trades by requiring that any personal trade be made in compliance with the Ninety One’s code of ethics.

 

Veritas Asset Management LLP (“Veritas”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Veritas’ allocated portion of the Fund’s portfolio are Andy Headley and Mike Moore.

 

Compensation. The firm ensures that its remuneration policies are in line with Veritas’ strategy and culture; objectives and long-term interests. Veritas is an investment boutique with a limited capacity (based on current personnel and products). Our aim is to have a multi-faceted remuneration policy based around meeting objectives for clients and specific performance targets for the individuals in the business.

 

Annual Compensation Scheme

 

Each partner and employee receives either a fixed profit share (akin to a salary) in the case of a partner or a salary for an employee. The level of fixed profit share or salary is reviewed annually by the Remuneration Committee with advice and input from the firm’s HR Director. The firm also operates a cap on the level of fixed profit share or salary.

C-37
 

Each staff member (both investment and commercial, excluding portfolio managers) is eligible to be considered for a discretionary bonus award on an annual basis. The discretionary award is decided by the Remuneration Committee on performance of the individual, their respective team, and the firm. The awards are paid in cash each year usually in January. The firm’s approach to measuring the performance of individuals includes both financial and non-financial measures. All staff members are assessed on what they achieve & how they perform in terms of demonstrating the firm’s values and beliefs as incorporated in the culture of the firm.

 

Investment Staff are measured by their ability to generate investment ideas and where those ideas are included in investment portfolios, they are then measured against the performance of the sector/country that they specialize in. Performance numbers based on multiple timeframes are assessed. Non-quantitative measures are also taken into account. Key client facing staff are measured against the net flows of assets that are invested into the products run by the firm. They are also assessed for the quality of client service that is given.

 

Assessment of commercial non-client facing staff is less quantitative, though some staff can have objective measures placed against them (e.g. execution dealers and operations staff can be judged against any trade or operational errors that have occurred, or if they have successfully negotiated more competitive broker rates). The firm is structured as a partnership where ownership of the partnership is split 65% to the corporate partner, with the remaining 35% being key staff members. The majority of members of the investment team are partners along with certain senior members of the commercial team. In total, there are 27 partners in the firm, comprising one corporate partner and 26 individual partners. The individual partners are split between 4 Managing Partners (two Fund Managers, Head of Clients and Investment Specialists and COO), who act as the governing body of the firm and 22 Operating Partners.

 

The firm also has a policy, of reviewing all Managing and Operating Partner equity allocations every three years, to take into consideration material changes to relative contributions to firm performance. This is in full consultation with the corporate partner, AMG. The Remuneration Committee will also meet ad-hoc throughout the year as required (e.g. to decide on remuneration for newly recruited staff members).

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Headley and Moore did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.*

 

In addition to the Fund, Mr. Headley manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     2     $ 187       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 4,924       0     $ 0  
Other Accounts*     49     $ 26,874       3     $ 728  

 

* As of March 31, 2022.

 

In addition to the Fund, Mr. Moore manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     2     $ 187       0     $ 0  
Other Pooled Investment Vehicles*     4     $ 4,924       0     $ 0  
Other Accounts*     49     $ 26,874       3     $ 728  

 

* As of March 31, 2022.

 

Potential Conflicts of Interest. The senior management of Veritas are committed to identifying and understanding where in its business, conflicts of interest might occur. In line with UK law and regulations, Veritas takes all reasonable steps to manage these conflicts and where it is determined that it is not possible to mitigate a conflict, Veritas ensures fair treatment of all clients and will clearly and accurately disclose the existence of the conflict where appropriate.

 

Veritas seeks to ensure that its practices do not favor the interests of Veritas and its staff over those interests of a client or the interests of one segregated client over another segregated client. Veritas implements policies and procedures that either limit practices that result in conflicts or prescribe practices that ensure proper handling of clients’ interests such as personal account dealing, gifts and hospitality, order execution, order allocation and cross trading. The governance arrangements of Veritas have been established to ensure oversight of Veritas’ duties in regards to conflicts of interest.

C-38
 

Veritas has an obligation to establish, implement and maintain an effective Conflicts of Interest policy. Staff in all business lines are encouraged to be aware of the potential for conflicts of interest to arise within Veritas’ operations and training is provided to create awareness and of Veritas’ responsibilities as its clients’ agent, to manage conflicts appropriately. Identified conflicts are added to the Conflicts Log which is maintained by the Compliance team.

 

Parametric Portfolio Associates LLC (“Parametric”)

 

The portfolio managers who are primarily responsible for the day-to-day management of Parametric’s allocated portion of the Fund’s portfolio are Zach Olsen, CFA and Ricky Fong, CFA.

 

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 investment performance or assets managed, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Parametric is a subsidiary of Morgan Stanley. Violations of Parametric’s or Morgan Stanley’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

 

Compensation of Parametric employees has the following components:

 

(1) Base salary

(2) Discretionary bonus

This bonus may be paid in cash, or for those who meet the eligibility for deferred compensation, may be paid in a combination of cash and deferred awards that may include Morgan Stanley restricted stock and Deferred Cash awards.
Deferred awards vest after 3 years.

 

Parametric employees also receive certain retirement, health and welfare insurance, and other benefits that are broadly available to Morgan Stanley employees. Compensation of employees is reviewed on an annual basis. Considerations for adjustments in base salary and bonus decisions are typically paid and/or put into effect at, or shortly after, the firm’s fiscal year-end.

 

The firm also maintains the following arrangements:

 

      Employment contracts for key investment professionals and senior leadership.

 

      Notice and Non-Solicit agreements for Managing Directors and Executive Directors of the company.

 

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.

 

Compensation is also influenced by the operating performance of Parametric and Morgan Stanley. While the salaries of investment professionals are comparatively fixed, variable compensation in the form of bonuses 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.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Olsen and Fong did not beneficially own any shares of the Fund.

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Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Olsen manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     23     $ 278       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 619       0     $ 0  
Other Accounts*     133     $ 46,691       3     $ 622  

 

* As of June 30, 2022.

 

In addition to the Fund, Mr. Fong manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     21     $ 194       0     $ 0  
Other Pooled Investment Vehicles*     16     $ 598       0     $ 0  
Other Accounts*     135     $ 48,367       3     $ 725  

 

* As of March 31, 2022.

 

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.

 

Potential Conflicts of Interest. Parametric has a fiduciary obligation to act, at all times, in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where the firm’s interests may conflict with those of a client. Parametric and its employees must provide investment advice and services that are reasonable, independent, and free of competing interests. Parametric actively monitors its business activities to identify potential and confirmed conflicts of interest; Parametric will implement policies and procedures to properly mitigate such conflicts and will disclose material conflicts to existing and prospective clients. Please see Parametric’s Form ADV Brochure for additional information on the firm’s conflicts of interest.

 

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 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. Employees must disclose all securities holdings to Compliance within 10 days of becoming an employee of Parametric and annually thereafter, or as requested by Compliance. 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.

 

Mercer Core Fixed Income Fund

 

Income Research & Management (“IR+M”)

 

The portfolio managers who are primarily responsible for the day-to-day management of IR+M’s allocated portion of the Fund’s portfolio are William A. O’Malley, CFA, William O’Neill, CFA and James E. Gubitosi, CFA.

 

 

Compensation. Compensation is one component of IR+M’s total rewards package. IR+M invests in its employees by offering them tangible rewards – like competitive compensation and medical benefits as well as attractive retirement benefits, vacation time, unlimited sick time, floating holidays, and tuition and certification reimbursement. Equally important are the firm’s intangible benefits. IR+M’s status as an employee-owned firm allows it to maintain its unique culture of collaboration and collegiality. This environment provides individuals access to senior leaders, and IR+M is committed to helping individuals grow their careers at IR+M through learning and development opportunities.

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Specific to compensation, all employees, including all members of IR+M’s Investment Team, are compensated with a competitive salary plus bonus. The firm bonus pool is dictated by the firm’s ability to achieve its annual goals, which includes the profitability of IR+M. An individual’s bonus is based on the employee’s overall contribution to the firm’s and their team’s success. The firm’s goal is to have collaborative high-performing teams that deliver for its clients, not to incentivize individual contributions over results. The qualitative drivers of bonus decisions are the beliefs represented in IR+M’s Core Values: Invested, Respectful, Positive, and Motivated.

 

Portfolio Managers are evaluated based upon factors such as team contribution, input to risk management and the overall investment management process, contributions to client service, and contributions to firm culture. For Analysts and Traders, evaluations are based upon factors including team contribution, quality of research within assigned sectors and the broader market, input to risk management and the overall investment management process, and contributions to firm culture.

 

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. O’Malley, O’Neill and Gubitosi did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Messrs. O’Malley, O’Neill and Gubitosi manage:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of
Accounts
    Assets
(in millions)
    Number of
Accounts
    Assets
(in millions)
 
Registered Investment Companies*     6     $ 4,216        0     $ 0  
Other Pooled Investment Vehicles*     25     $ 15,746       0     $ 0  
Other Accounts*     637     $ 72,182       0     $ 0  

 

* As of March 31, 2022.

 

Potential Conflicts of Interest. IR+M’s management of other accounts may give rise to potential conflicts of interest in connection with its management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts might have similar investment objectives as the Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Fund. IR+M does not believe that these conflicts, if any, are material or, to the extent any such conflicts are material, IR+M believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

 

A potential conflict of interest may arise as a result of IR+M’s portfolio managers’ day-to-day management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of Fund trades. It is theoretically possible that IR+M’s portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. However, IR+M has adopted policies and procedures believed to be reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

A potential conflict of interest may arise as a result of IR+M’s portfolio managers’ management of the Fund and other accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors other accounts over the Fund. This conflict of interest may be exacerbated to the extent that IR+M or its portfolio managers receive, or expect to receive, greater compensation from their management of certain other accounts, that have higher base fee rates or incentives fees, than from the Fund. Notwithstanding this theoretical conflict of interest, it is IR+M’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, IR+M has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while IR+M’s portfolio managers may buy for other accounts securities that differ in identity or quantity from securities bought for the Fund, such securities might not be suitable for the Fund given their investment objectives and related restrictions.

 

Manulife Investment Management (US) LLC (“Manulife”)

 

The allocated portion of the Fund’s portfolio managed by Manulife is managed on a team basis. The portfolio managers who are jointly and primarily responsible for the day-to-day management of Manulife’s allocated portion of the Fund’s portfolio are Howard C. Greene, CFA, Jeffrey N. Given, CFA, Connor Minnaar, CFA and Pranay Sonalkar.

 

Compensation. Manulife has designed its compensation plan to effectively attract, retain and reward top investment talent. The incentive plan is designed to align and reward investment teams that deliver consistent value added performance for the company’s clients and partners through world-class investment strategies and solutions.

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Investment professionals are compensated with a combination of base salary and incentives as detailed below.

 

Base salaries. Base salaries are market-based and salary ranges are periodically reviewed. Individual salary adjustments are based on individual performance against mutually-agreed-upon objectives and development of technical skills.

 

Incentives — Short- and Long-Term. All investment professionals (including portfolio managers, analysts and traders) are eligible for participation in a short and long term investment incentive plan. These incentives are tied to performance against various objective and subjective measures, including:

 

Investment Performance Performance of portfolios managed by the investment team. This is the most heavily weighted factor and it is measured relative to an appropriate benchmark or universe over established time periods.

 

Financial Performance — Performance of Manulife and its parent corporation.

 

Non-Investment Performance — Derived from the contributions an investment professional brings to Manulife.

 

Awards under this plan include:

 

Annual Cash Awards

 

Deferred Incentives - One hundred percent of this portion of the award is invested in strategies managed by the team/individual as well as other Manulife strategies.

 

Manulife equity awards - Investment professionals that are considered officers of Manulife receive a portion of their award in Manulife Restricted Share Units (RSUs) or stock options. This plan is based on the value of the underlying common shares of Manulife.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Greene, Given and Sonalkar did not beneficially own any shares of the Fund. As of June 30, 2022, Mr. Minnaar did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Greene manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     16     $ 40,168       0     $ 0  
Other Pooled Investment Vehicles*     36     $ 7,679       0     $ 0  
Other Accounts*     19     $ 12,058       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Given manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     17     $ 40,401       0     $ 0  
Other Pooled Investment Vehicles*     35     $ 7,679       0     $ 0  
Other Accounts*     19     $ 12,058       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Minnaar manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     16     $ 37,124       0     $ 0  
Other Pooled Investment Vehicles*     31     $ 5,296       0     $ 0  
Other Accounts*     19     $ 10,966       0     $ 0  

 

*As of June 30, 2022.

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In addition to the Fund, Mr. Sonalkar manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     13     $ 39,725       0     $ 0  
Other Pooled Investment Vehicles*     33     $ 7,526       0     $ 0  
Other Accounts*     15     $ 9,431       0     $ 0  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. When a Manulife portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. Manulife has adopted procedures that are intended to monitor compliance with the policies referred to in the following paragraphs. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Manulife has structured its compensation arrangements in a manner that is intended to limit such potential for conflicts of interests.

 

A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation on the initial public offering. Manulife has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives.

 

A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, the policies of Manulife generally require that such trades be “bunched,” which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Manulife will place the order in a manner intended to result in as favorable a price as possible for such client.

 

A portfolio manager could favor an account if the portfolio manager’s compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager’s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Manulife receives a performance-based management fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager’s compensation. The investment performance on specific accounts is not a factor in determining the portfolio manager’s compensation. See “Compensation of Manulife portfolio managers” above. Manulife does not receive a performance-based fee with respect to any of the accounts managed by the portfolio managers.

 

A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. Manulife imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager or certain family members have a personal interest in order to confirm that such accounts are not favored over other accounts.

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If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such trading pattern could disadvantage either the account that is long or short. In making portfolio manager assignments, Manulife seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security.

 

PGIM, Inc. (“PGIM”)

 

The portfolio managers who are primarily responsible for the day-to-day management of PGIM’s allocated portion of the Fund’s portfolio are Richard Piccirillo and Gregory Peters.

 

Compensation. PGIM Fixed Income seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals and to align the interests of its investment professionals with those of its clients and overall firm results.

 

General

An investment professional’s base salary is primarily based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. PGIM Fixed Income is allocated an overall incentive pool based on the investment and financial performance of the business. Incentive compensation for investment professionals, including the annual cash bonus, the long-term equity grant and grants under our long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines, risk parameters, and PGIM Fixed Income’s compliance, risk management and other policies, as well as market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts.

 

PGIM Fixed Income (U.K.) has adopted a remuneration policy in relation to activities conducted through the entities authorized and regulated by the FCA in the United Kingdom. The remuneration policy is intended to be compliant with the United Kingdom’s Investment Firms Prudential Regime (“IFPR”) and governs the remuneration of PGIM Fixed Income (U.K.) staff and “material risk takers” of PGIM Fixed Income (U.K.) including those that are based outside the United Kingdom.

 

Cash Bonus

An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as:

 

business initiatives;
the number of investment professionals receiving a bonus and related peer group compensation;
financial metrics of the business relative to those of appropriate peer groups; and

 

investment performance of portfolios: (i) relative to appropriate peer groups and/or (ii) as measured against relevant investment indices.

 

Long-Term Compensation

 

Long-term compensation consists of PFI restricted stock and grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan. PGIM Fixed Income’s long-term incentive plan is intended to align compensation with investment performance. PGIM Fixed Income’s targeted long-term incentive plan is intended to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of the particular alternative investment strategies or commingled investment vehicles they manage. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based (as applicable) on the performance of either (i) a composite of particular alternative investment strategies or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The head of PGIM Fixed Income also receives performance shares which represent the right to receive shares of PFI common stock conditioned upon, and subject to, the achievement of specified financial

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performance goals by PFI. Each of the restricted stock, grants under PGIM Fixed Income’s long-term incentive plans, and performance shares is subject to vesting requirements.

 

Conflicts Related to Long-Term Compensation

As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. For example, the performance of some client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of our investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. Further, for certain investment professionals, participation interests in the targeted long-term incentive plan constitute a significant percentage of their total long-term compensation. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of PGIM Fixed Income’s client accounts is managed in a manner that is consistent with PGIM Fixed Income’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, the head of PGIM Fixed Income reviews performance among similarly managed accounts on a quarterly basis during a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. These quarterly investment strategy review meetings generally are also attended by one or both of PGIM Fixed Income’s co-chief investment officers, the head of quantitative analysis and risk management or his designee and a member of PGIM Fixed Income’s compliance group, among others.

 

Ownership of Fund Shares. As of March 31, 2022, neither Mr. Piccirillo nor Mr. Peters beneficially owned any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Piccirillo manages the following:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     36     $ 86,410       0     $ 0  
Other Pooled Investment Vehicles*     15     $ 27,820       1     $ 893,790  
Other Accounts*     99     $ 58,087       4     $ 1,342  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Peters manages the following:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions
)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     38     $ 88,708       0     $ 0  
Other Pooled Investment Vehicles*     19     $ 39,691       1     $ 893  
Other Accounts*     113     $ 65,917       4     $ 1,342  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Like other investment advisers, PGIM Fixed Income are subject to various conflicts of interest in the ordinary course of business. They strive to identify potential risks, including conflicts of interest, that are inherent in their business, and conduct annual conflict of interest reviews. However, it is not possible to identify every potential conflict that can arise. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods:

 

elimination of the conflict;
disclosure of the conflict; or
management of the conflict through the adoption of appropriate policies, procedures or other mitigants.
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Various conflicts of interest are discussed throughout this document. Please review this information carefully and contact us if you have any questions.

 

PGIM Fixed Income follows PFI’s policies on business ethics, personal securities trading, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and have adopted supervisory procedures to monitor compliance with their policies. PGIM Fixed Income cannot guarantee, however, that policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict arises or could potentially arise.

 

Side-by-Side Management of Accounts and Related Conflicts of Interest

 

PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management creates an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income has an incentive to favor accounts for which PGIM Fixed Income 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 conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses conflicts related to side-by-side management.

 

Affiliated accounts—PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income has an incentive to favor accounts of affiliates over others. Additionally, at times, our affiliates provide initial funding or otherwise invest in vehicles managed by PGIM Fixed Income, for example by providing “seed capital” for a fund or account. Managing “seeded” accounts alongside “non-seeded” accounts creates an incentive to favor the “seeded” accounts to establish a track record for a new strategy or product. Additionally, PGIM Fixed Income’s affiliated investment advisers from time to time allocate their asset allocation clients’ assets to PGIM Fixed Income. PGIM Fixed Income has an incentive to favor accounts used by its affiliates for their asset allocation clients to receive more assets from its affiliates.

 

Larger accounts/higher fee strategies—larger accounts and clients typically generate more revenue than do smaller accounts or clients, and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income (or which PGIM Fixed Income believes would generate more revenue in the future).

 

Long only and long/short accounts—PGIM Fixed Income manages accounts that only allow us to hold securities long as well as accounts that permit short selling. As a result, there are times when PGIM Fixed Income sells a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. Conversely, purchases for long only accounts could have a negative impact on the short positions in long/short accounts. Consequently, PGIM Fixed Income has conflicts of interest in determining the timing and direction of investments.

 

Securities of the same kind or class—PGIM Fixed Income sometimes buys or sells, or direct or recommend that a 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. Although such pricing differences could appear as preferences for one client over another, PGIM Fixed Income’s trade execution in each case is driven by its consideration of a variety of factors consistent with its duty to seek best execution. There are times when PGIM Fixed Income executes trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, or determine not to trade such securities in one or more accounts while trading for others. While such trades (or a decision not to trade) could appear inconsistent in how PGIM Fixed Income views or treats a security for one client versus another, they generally result from differences in investment strategy, portfolio composition or client direction.

 

Investment at different levels of an issuer’s capital structure—there are times when PGIM Fixed Income invests client assets in the same issuer, but at different levels in the issuer’s capital structure. This could occur, for instance, when a client holds private securities or loans of an issuer and other clients hold publicly traded securities of the same issuer. In addition, there are times when PGIM Fixed Income invests client assets in a class or tranche of securities of a securitized finance vehicle (such as a collateralized loan obligation, asset-backed security or mortgage-backed security) and also, at the same or different time, invest the assets of another client (including affiliated clients) in a different class or tranche of securities of the same vehicle. These different securities can have different voting rights, dividend or repayment priorities, rights in bankruptcy or other features that conflict with one another. For some of these securities (particularly private securitized product investments for
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which PGIM Fixed Income’s clients own all or a significant portion of the outstanding securities or obligations), PGIM Fixed Income has had input regarding the characteristics and the relative rights and priorities of the various classes or tranches.

 

When PGIM Fixed Income invests client assets in different levels of an issuer’s capital structure, PGIM Fixed Income are permitted to take actions with respect to the assets held by one client (including affiliated clients) that are potentially adverse to other clients, for example, by foreclosing on loans or by putting an issuer into default. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, PGIM Fixed Income could find that the interests of a client and the interests of one or more other clients (including affiliated clients) could conflict. In these situations, decisions over proxy voting, corporate reorganizations, how to exit an investment, bankruptcy matters (including, for example, whether to trigger an event of default or the terms of any workout) or other actions or inactions can result in conflicts of interest. Similarly, if an issuer in which a client and one or more other clients directly or indirectly hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including potential conflicts over proposed waivers and amendments to debt covenants). For example, a senior bond holder or lender might prefer a liquidation of the issuer in which it could be paid in full, whereas an equity or junior bond holder might prefer a reorganization that holds the potential to create value for the equity holders or junior bond holders. There will be times where PGIM Fixed Income refrains from taking certain actions (including participating in workouts and restructurings) or making investments on behalf of certain clients or where PGIM Fixed Income determines to sell investments for certain clients, in each case in order to mitigate conflicts of interest or legal, regulatory or other risks to PGIM Fixed Income. This could potentially disadvantage the clients on whose behalf the actions are not taken, investments are not made, or investments are sold. Conversely, in other cases, PGIM Fixed Income will not refrain from taking such actions or making investments on behalf of some clients (including affiliated clients), which could potentially disadvantage other clients. Any of the foregoing conflicts of interest will be resolved or managed on a case-by-case basis. Any such resolution will take into consideration the interests of the relevant clients, the circumstances giving rise to the conflict and applicable laws.

 

Financial interests of investment professionals—PGIM Fixed Income’s investment professionals from time to time invest in certain investment vehicles that PGIM Fixed Income manages, including exchanged-traded funds (“ETFs”), mutual funds and (through a retirement plan) collective investment trusts. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by PFI. In addition, the value of grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income’s investment professionals have financial interests in accounts PGIM Fixed Income manages and/or related to the performance of certain client accounts.

 

Non-discretionary/limited discretion accounts—PGIM Fixed Income provides non-discretionary and limited discretion investment advice to some clients and manage others on a fully discretionary basis. Trades in non-discretionary accounts or accounts where discretion is limited could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary/limited discretion clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after they initiate trading for the discretionary clients, or vice versa.

 

How PGIM Fixed Income Addresses These Conflicts of Interest

 

PGIM Fixed Income has developed policies and procedures reasonably designed to address the conflicts of interest with respect to its different types of side-by-side management described above.

 

Each quarter, the head of PGIM Fixed Income holds a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. At each of these quarterly investment strategy review meetings, the head of PGIM Fixed Income and the strategy’s portfolio management team review and discuss the investment performance and performance attribution for client accounts managed in the strategy. These meetings generally are also attended by one or both of PGIM Fixed Income’s co-chief investment officers, the head of quantitative analysis and risk management or his designee and a member of PGIM Fixed Income’s compliance group, among others.

 

In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its client accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation.
C-47
 
Its compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation policy. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis.

 

This forensic analysis includes such data as the:

 

number of new issues allocated in the strategy;

 

size of new issue allocations to each portfolio in the strategy;

 

profitability of new issue transactions;

 

portfolio turnover; and

 

metrics related to large and block trade activity.

 

The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings.

 

The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that PGIM Fixed Income may assess and improve its processes.

 

PGIM Fixed Income has procedures that specifically address its side-by-side management of certain long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts.

 

Conflicts Related to Affiliations

 

Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income invests client assets in funds that they manage or subadvise for one or more affiliates. PGIM Fixed Income also invests cash collateral from securities lending transactions in some of these funds. These investments benefit PGIM Fixed Income and/or their affiliate through increasing assets under management and/or fees.

 

Conflicts Related to Referral Fees to Affiliates. PGIM Fixed Income invests client assets in funds that they manage or subadvise for one or more affiliates. PGIM Fixed Income also invests cash collateral from securities lending transactions in some of these funds. These investments benefit PGIM Fixed Income and/or their affiliate through increasing assets under management and/or fees.

 

Conflicts Related to Co-investment by Affiliates. PGIM Fixed Income’s affiliates provide initial funding to or otherwise invest in certain vehicles managed by them. When certain affiliates provide “seed capital” or other capital for a fund, they generally do so with the intention of redeeming all or part of their interest at a future point in time or when they deem that sufficient additional capital has been invested in that fund.

 

The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests.

 

In addition, a consequence of any withdrawal of a significant amount, including by PGIM Fixed Income’s affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption.

 

PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund they manage diverge from those of the fund or other investors. For example, affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds managed by PGIM Fixed Income. PGIM Fixed Income may provide assistance in connection with this hedging activity.
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PGIM Fixed Income believes that the conflicts related to their affiliations described above are mitigated by their allocation policies and procedures, their supervisory review of accounts and their procedures with respect to side-by-side management, including of long only and long/short accounts.

 

Conflicts Related to PGIM Fixed Income’s Financial Interests and the Financial Interests of Its Affiliates

 

PGIM Fixed Income, PFI, PICA and other affiliates at times have financial interests in, or relationships with, companies whose securities or related instruments PGIM Fixed Income holds, purchases or sells in client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the PFI enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by PGIM Fixed Income on behalf of its client accounts. For example:

 

PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients.

 

PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities they purchase and sell for PGIM Fixed Income’s clients.

 

PGIM Fixed Income invests in the debt securities of companies whose equity is held by affiliates.

 

PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers. PGIM Fixed Income invests in some of the same issuers for client accounts but at different levels in the capital structure. For example:

 

Affiliated accounts have held and can in the future hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts.

 

To the extent permitted by applicable law, PGIM Fixed Income can also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest. PGIM Fixed Income has adopted a refinancing policy to address this conflict.

 

Certain of PGIM Fixed Income’s affiliates’ directors or officers are directors or officers of issuers in which PGIM Fixed Income invests from time to time. These issuers could also be service providers to PGIM Fixed Income’s or its affiliates.

 

In addition, some of PGIM Fixed Income’s affiliates originate and/or service commercial mortgage loans that are sold to certain issuers of agency and private-label commercial mortgage-backed securities (CMBS) and serve as security for CMBS issued by them. The proceeds of CMBS offerings by such issuers may be used to pay the purchase price for commercial mortgage loans sold to such issuers by PGIM Fixed Income’s affiliates. Purchases of CMBS for PGIM Fixed Income’s clients may be viewed as supporting the business of the sponsors of the CMBS who acquire mortgages from PGIM Fixed Income’s affiliates. In addition, the commercial mortgage loans sold by PGIM Fixed Income’s affiliates are typically sold on a servicing retained basis, which means one of PGIM Fixed Income’s affiliates (an “affiliated servicer”) may provide certain services with respect to the mortgage loans for compensation. As a result, these commercial mortgage loans will typically be serviced by PGIM Fixed Income’s affiliated servicer for the life of the CMBS deal or until the deal or the specific commercial mortgage matures or is terminated. In the event that a dispute arises with respect to an affiliate’s origination or servicing of a commercial mortgage loan in a CMBS trust, the affiliate’s positions and efforts may be contrary to the interests of holders of the CMBS. Unless prohibited by applicable law, PGIM Fixed Income can invest assets of clients in CMBS secured by commercial mortgage loans originated and/or serviced by its affiliates. In order to mitigate the conflicts of interest related to purchases of these CMBS, PGIM Fixed Income generally will not invest in CMBS offerings for unaffiliated clients in the primary or secondary market where commercial mortgage loans contributed by its affiliates are known to exceed 25% of the commercial mortgage loans backing such CMBS at the time of purchase. As a result, the activities of this affiliate can restrict the universe of CMBS that PGIM Fixed Income are able to purchase for client accounts.

 

In general, conflicts related to the financial interests described above are addressed by the fact that PGIM Fixed Income make investment decisions for each client independently considering the best economic interests of such client under the circumstances.

 

Conflicts Arising Out of Legal Restrictions.
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At times, PGIM Fixed Income are restricted by law, regulation, executive order, contract or other constraints as to how much, if any, of a particular security PGIM Fixed Income can purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with PFI and its other affiliates. For example, PGIM Fixed Income do not purchase securities issued by PFI or its other affiliates for client accounts.

 

In certain instances, PGIM Fixed Income’s ability to buy or sell or transact for one or more client accounts will be constrained as a result of PGIM Fixed Income’s receipt of material, non-public information, various insider trading laws and related legal requirements. For example, PGIM Fixed Income would generally be unable to (i) invest in, (ii) divest securities of, or (iii) share investment analyses regarding companies for which PGIM Fixed Income possesses material, non-public information, and such inability (which could last for an uncertain period of time until the information is no longer deemed material or non-public) can result in PGIM Fixed Income being unable to buy, sell or transact for one or more client accounts or to take other actions that would otherwise be to the benefit of one or more clients.

 

PGIM Fixed Income faces conflicts of interest in determining whether to accept material, non-public information. For example, PGIM Fixed Income has sought with respect to the management of investments in certain loans for clients to retain the ability to purchase and sell other securities in the borrower’s capital structure by remaining “public” on the loan. In such cases, PGIM Fixed Income will seek to avoid receiving material, non-public information about the borrowers to which an account can or expects to lend or has lent (through assignments, participations or otherwise), which could place an account at an information disadvantage relative to other accounts and lenders. Conversely, PGIM Fixed Income has chosen to receive material, non-public information about certain borrowers for its clients that invest in bank loans, which has restricted our ability to trade in other securities of the borrowers for PGIM Fixed Income’s clients that invest in corporate bonds.

 

PGIM Fixed Income’s holdings of a security on behalf of our clients are required, under certain regulations, to be aggregated with the holdings of that security by other PFI affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. These aggregated holdings are centrally tracked and PGIM Fixed Income or PFI can choose to restrict purchases, sell existing positions, or otherwise restrict, forgo, or limit the exercise of rights to avoid crossing such thresholds because of the potential consequences to PGIM Fixed Income or PFI if such thresholds are exceeded.

 

Conflicts Related to Investment Consultants.

 

Many of PGIM Fixed Income’s clients and prospective clients retain investment consultants (including discretionary investment managers and OCIO providers) to advise them on the selection and review of investment managers (including with respect to the selection of investment funds). PGIM Fixed Income has dealings with these investment consultants in their roles as discretionary managers or non-discretionary advisers to their clients. PGIM Fixed Income also has independent business relationships with investment consultants.

 

PGIM Fixed Income provides investment consultants with information about accounts that they manage for their clients (and similarly, they provide information about funds in which such clients are invested), in each case pursuant to authorization from the clients. PGIM Fixed Income also provides information regarding their investment strategies to investment consultants, who use that information in connection with searches that they conduct for their clients. PGIM Fixed Income often responds to requests for proposals in connection with those searches.

 

Other interactions PGIM Fixed Income has with investment consultants include the following:

 

provide advisory services to the proprietary accounts of investment consultants and/or their affiliates, and advisory services to funds offered by investment consultants and/or their affiliates;
invite investment consultants to events or other entertainment hosted by PGIM Fixed Income;
purchase software applications, market data, access to databases, technology services and other products or services from certain investment consultants; and
sometimes pay for the opportunity to participate in conferences organized by investment consultants.
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PGIM Fixed Income will provide information about their relationship with an investment consultant upon request. In general, PGIM Fixed Income relies on the investment consultant to make the appropriate disclosure to its clients of any conflict that the investment consultant believes to exist due to its business relationships with them.

 

Please note that a relationship with an investment consultant could result in restrictions in the eligible securities or trading counterparties for a account. For example, accounts of certain clients (including clients that are subject to ERISA) can be restricted from investing in securities issued by the client’s consultant or its affiliates and from trading with, or participating in transactions involving, counterparties that are affiliated with the investment consultant. In some cases, these restrictions could have a material impact on account performance.

 

Conflicts Related to Service Providers.

 

PGIM Fixed Income retains third party advisors and other service providers to provide various services for their firm as well as for funds that they manage or subadvise. Some service providers provide services to PGIM Fixed Income or one of their funds while also providing services to other PGIM, Inc. or PGIM Limited units, other PGIM, Inc. or PGIM Limited advised funds, or affiliates of PGIM, Inc. or PGIM Limited, and negotiate rates in the context of the overall relationship. PGIM Fixed Income can benefit from negotiated fee rates offered to their funds and vice versa. There is no assurance, however, that they will be able to obtain advantageous fee rates from a given service provider negotiated by their affiliates based on their relationship with the service provider, or that they will know of such negotiated fee rates.

 

Conflicts Related to Valuation and Fees

 

When client accounts hold illiquid or difficult to value investments, PGIM Fixed Income faces a conflict of interest when making recommendations regarding the value of such investments since PGIM Fixed Income’s fees are generally based on the value of assets under management. PGIM Fixed Income could be viewed as having an incentive to value investments at higher valuations. PGIM Fixed Income believes that PGIM Fixed Income’s valuation policies and procedures mitigate this conflict effectively and enable PGIM Fixed Income to value client assets fairly and in a manner that is consistent with the client’s best interests. In addition, separately managed account clients often calculate fees based on the valuation of assets provided by their custodian or administrator.

 

Conflicts Related to Securities Lending and Reverse Repurchase Fees

 

When PGIM Fixed Income manages a client account and PGIM Fixed Income (U.S.) also serves as securities lending agent and/or engages in reverse repurchase transactions for the account, PGIM Fixed Income (U.S.) is compensated for its securities lending and reverse repurchase services by receiving a portion of the proceeds generated from the securities lending and reverse repurchase activities of the account. PGIM Fixed Income could, therefore, be considered to have an incentive to invest in securities that would generate higher securities lending or reverse repurchase returns, even if these investments were not otherwise in the best interest of the client account. In addition, if PGIM Fixed Income are acting as securities lending agent and providing reverse repurchase services, they may be incented to select the less costly alternative to increase our revenues.

 

Conflicts Related to Long-Term Compensation

 

As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. For example, the performance of some client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of PGIM Fixed Income’s investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. Further, for certain investment professionals, participation interests in the targeted long-term incentive plan constitute a significant percentage of their total long-term compensation. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of its client accounts is managed in a manner that is consistent with its fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, the head of PGIM Fixed Income reviews performance among similarly managed accounts on a quarterly basis during a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. These quarterly investment strategy review meetings generally are also attended by one or both of our co-chief investment officers, the head of quantitative analysis and risk management or his designee and a member of PGIM Fixed Income’s compliance group, among others.

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Conflicts Related to the Offer and Sale of Securities

 

Certain of PGIM Fixed Income employees offer and sell securities of, and interests in, commingled funds that they manage. Employees offer and sell securities in connection with their roles as registered representatives of PIMS, officers of Pru Trust, agents of PICA, approved persons of PGIM Limited or other roles related to such commingled funds. There is an incentive for PGIM Fixed Income employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to PGIM Fixed Income. In addition, such sales could result in increased compensation to the employee.

 

Conflicts Related to Employee/Investment Professional Trading

 

Personal trading by PGIM Fixed Income employees creates a conflict when they are trading the same securities or types of securities as PGIM Fixed Income trades on behalf of PGIM Fixed Income’s clients. This conflict is mitigated by PGIM Fixed Income’s personal trading standards and procedures described above.

 

Conflicts Related to Outside Business Activity

 

From time to time, certain of PGIM Fixed Income’s employees or officers engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, nonpublic information regarding an issuer.

 

Mercer Opportunistic Fixed Income Fund

 

BlackRock International Limited (“BlackRock”)

 

The allocated portion of the Fund’s portfolio managed by BlackRock is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of BlackRock’s allocated portion of the Fund’s portfolio are Amer Bisat, Laurent Develay and Michal Wozniak.

 

Compensation. The discussion below describes the portfolio managers’ compensation as of March 31, 2022.

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

 

Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are:

 

Portfolio Manager   Benchmarks
Laurent Develay
Michal Wozniak
  A combination of market-based indices (e.g., JP Morgan GBI-EM Global Diversified Index), certain customized indices and certain fund industry peer groups.

 

Amer Bisat   A combination of market-based indices (e.g., EMBI Global Non-Diversified Index) and certain customized indices.
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Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

 

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.

 

For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

 

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($305,000 for 2022). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. Mr. Bisat is eligible to participate in these plans. United Kingdom-based portfolio managers are also eligible to participate in broad-based plans offered generally to BlackRock employees, including broad-based retirement, health and other employee benefit plans. For example, BlackRock has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including the BlackRock Retirement Savings Plan (RSP) and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution to the RSP is between 10% and 15% of eligible pay capped at £160,000 per annum. The RSP offers a range of investment options, including several collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, in the absence of an investment election being made, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a US dollar value of $25,000 based on its fair market value on the purchase date. Messrs. Develay and Wozniak are eligible to participate in these plans.

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Develay and Wozniak did not beneficially own any shares of the Fund. As of June 30, 2022, Mr. Bisat did not beneficially own any shares of the Fund.

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Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Bisat manages:

 

    Total Accounts    

Accounts with Performance Fees

 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts    

Assets
(in millions)

 
Registered Investment Companies*     7     $ 1,500       0     $ 0  
Other Pooled Investment Vehicles*     19     $ 6,394       0     $ 0  
Other Accounts*     0     $ 0       0     $ 0  

 

*As of June 30, 2022.

 

In addition to the Fund, Mr. Develay manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     1     $ 40       0     $ 0  
Other Pooled Investment Vehicles*     12     $ 4,220       0     $ 0  
Other Accounts*     16     $ 2,150       1     $ 1,110  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Wozniak manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     1     $ 40       0     $ 0  
Other Pooled Investment Vehicles*     14     $ 4,370       0     $ 0  
Other Accounts*     16     $ 2,150       1     $ 1,110  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Mr. Bisat may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Mr. Bisat may therefore be entitled to receive a portion of any incentive fees earned on such accounts. It should also be noted that a portfolio manager may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are not entitled to receive a portion of incentive fees of other accounts.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

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Colchester Global Investors Limited (“Colchester”)

 

The allocated portion of the Fund’s portfolio managed by Colchester Global Investors Limited is managed on a team basis. The portfolio managers who are primarily responsible for coordinating the day-to-day management of Colchester’s allocated portion of the Fund’s portfolio are Ian Sims and Keith Lloyd.

 

Compensation. The Adviser pays Colchester a fee based on the assets under management of the Mercer Opportunistic Fixed Income Fund managed by Colchester as set forth in an investment subadvisory agreement between Colchester and the Adviser. Colchester pays its investment professionals out of its total revenues and other resources, including the subadvisory fees earned with respect to the Mercer Opportunistic Fixed Income Fund.

 

Ownership of Fund Shares. As of March 31, 2022, neither Mr. Sims nor Mr. Lloyd beneficially owned any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Colchester’s portfolio managers are responsible for the day-to-day management of certain other accounts, as follows:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     3     $ 555       0     $ 0  
Other Pooled Investment Vehicles*     28     $ 8,730       0     $ 0  
Other Accounts*     81     $ 28,835       9     $ 10,553  

 

*As of March 31, 2022.

 

Conflicts. A conflict of interest may arise as a result of the portfolio manager being responsible for multiple accounts, including the Mercer Opportunistic Fixed Income Fund, which may have different investment guidelines and objectives. In addition to the Mercer Opportunistic Fixed Income Fund, these accounts may include accounts of registered investment companies, private pooled investment vehicles and other accounts. In particular, this conflict of interest may arise as a result of Colchester’s management of the Mercer Opportunistic Fixed Income Fund and other accounts, which, in theory, may allow Colchester to allocate investment opportunities in a way that favors other accounts over the Mercer Opportunistic Fixed Income Fund. This conflict of interest may be exacerbated to the extent that Colchester or the portfolio manager receive, or expect to receive, greater compensation from their management of the other accounts (some of which receive both a management and incentive fee) than the Mercer Opportunistic Fixed Income Fund. Colchester (or its members, employees and affiliates) may give advice or take action with respect to the other accounts that differs from the advice given with respect to the Mercer Opportunistic Fixed Income Fund. To the extent a particular investment is suitable for both the Mercer Opportunistic Fixed Income Fund and the other accounts, such investments will be allocated between the Mercer Opportunistic Fixed Income Fund and the other accounts in a manner that Colchester determines is fair and equitable under the circumstances to all clients, including the Mercer Opportunistic Fixed Income Fund. To address and manage these potential conflicts of interest, Colchester has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis.

 

Loomis, Sayles & Company, L.P. (“Loomis Sayles”)

 

The allocated portion of the Fund’s portfolio managed by Loomis Sayles is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Loomis Sayles’ allocated portion of the Fund’s portfolio are Kevin Kearns, Thomas Fahey, and Andrea DiCenso.

 

Compensation. Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: a competitive base salary, variable compensation and a long-term incentive program. A portfolio manager’s base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan, and a defined benefit plan to all employees hired before May 3, 2003. Base salary is a fixed amount based on a combination of factors, including industry experience, Firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on three factors: investment performance, profit growth of the firm, and personal conduct. Investment performance is the primary component of total variable compensation and generally represents at least 60% of the total for fixed-income managers. The other two factors are used to determine the remainder of variable compensation, subject to the discretion of the Firm’s Chief Investment Officer (“CIO”) and senior management. The CIO and senior management evaluate these other factors annually.

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While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for fixed-income managers is measured by comparing the performance of Loomis Sayles’ institutional composite (pre-tax and gross of fees) in the manager’s style to the performance of an external benchmark and a customized peer group. The external benchmarks used for the investment style utilized for the fund are as follows:

 

35% Bloomberg Global Aggregate Corporate Index - USD Hedged

 

17.5% Bloomberg Global High Yield Index USD Hedged

 

10.5% JP Morgan CEMBI Diversified Index

 

7% S&P/LSTA Leveraged Loan Index

 

30% JP Morgan GBI-EM Diversified Index

 

The customized peer group is created by Loomis Sayles and is made up of institutional managers in the particular investment style. A manager’s relative performance for the past five years, or seven years for some products, is used to calculate the amount of variable compensation payable due to performance. To ensure consistency, Loomis Sayles analyzes the five or seven year performance on a rolling three year basis. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue size of accounts represented in each product.

 

Loomis Sayles uses both an external benchmark and a customized peer group as a point of comparison for fixed-income manager performance because it believes they represent an appropriate combination of the competitive fixed-income product universe and the investment styles offered by Loomis Sayles.

 

In addition to the compensation described above, portfolio managers may receive additional compensation based on the overall growth of their strategies.

 

General

 

Most mutual funds do not directly contribute to a portfolio manager’s overall compensation because Loomis Sayles uses the performance of the portfolio manager’s institutional accounts compared to an institutional peer group. However, each fund managed by Loomis Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.

 

Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation and apply to certain portfolio managers, certain other investment talent, and certain high-ranking officers.

 

The first plan has several important components distinguishing it from traditional equity ownership plans:

 

•      the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold;

 

upon retirement, a participant will receive a multi-year payout for his or her vested units; and

 

participation is contingent upon signing an award agreement, which includes a non-compete covenant.

 

The second plan grants participants an annual participation in company earnings; the annual amount is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there is no post-retirement payments or non-compete covenants, but there is a non-solicitation covenant.

 

Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan was initially offered to portfolio managers and over time, the scope of eligibility widened to include other key investment professionals. Management has full discretion on what units are issued and to whom.

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Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers may also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the Firm prior to May 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).

 

In addition, portfolio managers may also participate in the Loomis Sayles deferred compensation plan which requires all Loomis Sayles employees to defer 50% of their annual bonus if in excess of a certain dollar amount, except for those Loomis Sayles employees who will be age 61 or older on the date the bonus is awarded. These amounts are deferred over a two year period with 50% being paid out one year from the bonus anniversary date and the second 50% being paid out two years from the bonus anniversary date. These deferrals are deposited into an investment account on the Loomis Sayles employee’s behalf, but the employee must be with Loomis Sayles on the vesting dates in order to receive the deferred bonus

 

Ownership of Fund Shares. As of March 31, 2022, Messrs. Kearns and Fahey and Ms. DiCenso did not beneficially own any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Kearns manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     2     $ 343       0     $ 0  
Other Pooled Investment Vehicles*     14     $ 4,286       0     $ 0  
Other Accounts*     41     $ 5,277       4     $ 862  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Fahey manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     0     $ 0       0     $ 0  
Other Pooled Investment Vehicles*     7     $ 1,809       0     $ 0  
Other Accounts*     21     $ 1,074       0     $ 0  

 

*As of March 31, 2022.

 

In addition to the Fund, Ms. DiCenso manages:

 

    Total Accounts     Accounts with Performance Fees  
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     1     $ 41       0     $ 0  
Other Pooled Investment Vehicles*     10     $ 4.262       0     $ 0  
Other Accounts*     23     $ 2,689       4     $ 862  

 

*As of March 31, 2022.

 

Potential Conflicts of Interest. Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds 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. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each account’s availability of other comparable investment opportunities and Loomis Sayles’ desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of “soft dollar arrangements,” which are discussed in Loomis Sayles’ Brokerage Allocation Policies and Procedures and Loomis Sayles’ Trade Aggregation and Allocation Policies and Procedures.

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Western Asset Management Company, LLC (“WAMCO”) and Western Asset Management Company Limited (sub-subadviser) (“WAMCL”) (and together “Western”)

 

The allocated portion of the Fund’s portfolio managed by Western is managed on a team basis. The portfolio managers who are primarily responsible for the day-to-day management of Western’s allocated portion of the Fund’s portfolio are S. Kenneth Leech, Mark S. Lindbloom, Michael C. Buchanan, CFA and Annabel Rudebeck.

 

Compensation. At Western, one compensation methodology covers all employees, including investment professionals. Standard compensation includes competitive base salaries, generous employee benefits, incentive bonus and a retirement plan which includes an employer match and discretionary profit sharing. Incentive bonuses are usually distributed in May.

 

The Firm’s compensation philosophy is to manage fixed costs by paying competitive base salaries, but reward performance through the incentive bonus. A total compensation range for each position within Western is derived from annual market surveys and other relevant compensation-related data that benchmark each role to their job function and peer universe. This method is designed to base the reward for employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results. Furthermore, the incentive bonus makes up the variable component of total compensation.

 

For portfolio managers, the formal review process also includes the use of a Balanced Scorecard to measure performance. The Balanced Scorecard includes one-, three-, and five-year investment performance, monitoring of risk, (portfolio dispersion and tracking error), client support activities, adherence to client portfolio objectives and guidelines, and certain financial measures (AUM and revenue trends). 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. 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 the review process.

 

Ownership of Fund Shares. As of March 31, 2022, neither Messrs. Leech, Lindbloom nor Buchanan nor Ms. Rudebeck beneficially owned any shares of the Fund.

 

Other Accounts Managed by Portfolio Managers.

 

In addition to the Fund, Mr. Leech manages:

 

    Total Accounts     Accounts with
Performance Fees
 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     92     $ 159,096       0     $ 0  
Other Pooled Investment Vehicles*     333     $ 80,693       25     $ 2,985  
Other Accounts*     588     $ 208,695       23     $ 17,284  

 

*As of March 31, 2022.

 

In addition to the Fund, Mr. Lindbloom manages:

 

    Total Accounts     Accounts with
Performance Fees
 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     26     $ 77,597       0     $ 0  
Other Pooled Investment Vehicles*     25     $ 15,577       0     $ 0  
Other Accounts*     187     $ 64,544       7     $ 5,719  

 

*As of March 31, 2022.

 

C-58
 

In addition to the Fund, Mr. Buchanan manages:

 

    Total Accounts     Accounts with
Performance Fees
 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     32     $ 20,032       0     $ 0  
Other Pooled Investment Vehicles*     78     $ 27,453       8     $ 1,610  
Other Accounts*     173     $ 73,820       9     $ 6,978  

 

*As of March 31, 2022.

 

In addition to the Fund, Ms. Rudebeck manages:

 

    Total Accounts    

Accounts with
Performance Fees

 
Other Accounts   Number of Accounts     Assets
(in millions)
    Number of Accounts     Assets
(in millions)
 
Registered Investment Companies*     7     $ 6,602       0     $ 0  
Other Pooled Investment Vehicles*     27     $ 5,650       0     $ 0  
Other Accounts*     26     $ 8,411       2     $ 1,274  

 

*As of March 31, 2022.

 

Conflicts. Western has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios arising out of its business as an investment adviser. 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. Western’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 minimis 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 & Compliance Department and monitored through the Firm’s compliance monitoring program.

C-59
 

Western 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 SOC 1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed. Please also reference the Firm’s Form ADV Part 2 for further disclosures regarding potential conflicts of interest and how they have been addressed.

C-60
 

MERCER FUNDS

 

PART C

 

OTHER INFORMATION

 

Item 28. EXHIBITS

 

(a) Articles of Incorporation.

 

(1) Registrant’s Amended and Restated Agreement and Declaration of Trust, effective as of May 16, 2005, is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.

 

(i) Amendment to Registrant’s Amended and Restated Agreement and Declaration of Trust, effective as of May 16, 2005, is incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement filed with the SEC via EDGAR on December 30, 2011.

 

(2) Registrant’s Certificate of Trust, as filed with the State of Delaware on March 11, 2005, is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on March 21, 2005.

 

(i) Amendment to Registrant’s Certificate of Trust, as filed with the State of Delaware, is incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement filed with the SEC via EDGAR on December 30, 2011.

 

(b) By-Laws.

 

(1) Registrant’s Amended and Restated By-Laws, effective as of May 16, 2005, is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.

 

(c) Instruments Defining Rights of Security Holders.
     
    See Article III, “Shares,” and Article V, “Shareholders’ Voting Powers and Meetings,” of the Registrant’s Amended and Restated Agreement and Declaration of Trust, incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.
     
    See also, Article II, “Meetings of Shareholders,” and Article VII, “General Matters,” of the Registrant’s Amended and Restated By-laws, incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.

 

(d) Investment Advisory Contracts.

 

(1) Investment Management Agreement between the Registrant and Mercer Investments LLC, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment to Schedule A of the Investment Management Agreement between the Registrant and Mercer Investments LLC, is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.
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(2) Subadvisory Agreement between Mercer Investments LLC and Acadian Asset Management LLC, Subadvisor of Mercer Global Low Volatility Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(3) Subadvisory Agreement between Mercer Investments LLC and American Century Investment Management, Inc., Subadvisor to Mercer Non-US Core Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and American Century Investment Management, Inc., is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.

 

(4) Subadvisory Agreement between Mercer Investments LLC and Arrowstreet Capital, Limited Partnership, Subadvisor of Mercer Non-US Core Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and Arrowstreet Capital, Limited Partnership, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(ii) Amendment to Subadvisory Agreement between Mercer Investments LLC and Arrowstreet Capital, Limited Partnership, dated June 18, 2019, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(5) Subadvisory Agreement between Mercer Investments LLC and BennBridge US LLC, Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(6) Subadvisory Agreement between Mercer Investments LLC and BlackRock International Limited, Subadvisor of Mercer Opportunistic Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and BlackRock International Limited, dated April 2, 2020, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.

 

(ii) Amendment to Subadvisory Agreement between Mercer Investments LLC and BlackRock International Limited, dated October 5, 2021, filed herewith as Exhibit No. EX-99.d.6.ii.

 

(7) Subadvisory Agreement between Mercer Investments LLC and Brandywine Global Investment Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, dated July 31. 2020, filed herewith as Exhibit No. EX-99.d.7.
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(8) Subadvisory Agreement between Mercer Investments LLC and Colchester Global Investors Limited, Subadvisor of Mercer Opportunistic Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and Colchester Global Investors Limited, dated October 5, 2021, filed herewith as Exhibit No. EX-99.d.8.i.

 

(ii) Amendment to Subadvisory Agreement between Mercer Investments LLC and Colchester Global Investors Limited, dated May 19, 2022, filed herewith as Exhibit No. EX-99.d.8.ii.

 

(9) Subadvisory Agreement between Mercer Investments LLC and Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie Investment Management”), Subadvisor of Mercer US Large Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(10) Subadvisory Agreement between Mercer Investments LLC and Grantham, Mayo, Van Otterloo & Co. LLC, Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(11) Subadvisory Agreement between Mercer Investments LLC and GW&K Investment Management, LLC, Subadvisor of Mercer US Small/Mid Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed with the SEC via EDGAR on June 24, 2016.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and GW&K Investment Management, LLC, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(12) Subadvisory Agreement between Mercer Investments LLC and Income Research & Management, Subadvisor of Mercer Core Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and Income Research & Management, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(13) Subadvisory Agreement between Mercer Investments LLC and Jennison Associates LLC, Subadvisor of Mercer US Large Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(14) Subadvisory Agreement between Mercer Investments LLC and Loomis, Sayles & Company, L.P., Subadvisor of Mercer US Small/Mid Cap Equity Fund and Mercer Opportunistic Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed with the SEC via EDGAR on June 24, 2016.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and Loomis, Sayles & Company, L.P., is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.
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(15) Subadvisory Agreement between Mercer Investments LLC and LSV Asset Management, Subadvisor of Mercer US Small/Mid Cap Equity Fund and Mercer Non-US Core Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2015.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and LSV Asset Management, is incorporated herein by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed with the SEC via EDGAR on June 24, 2016.

 

(ii) Amendment to Subadvisory Agreement between Mercer Investments LLC and LSV Asset Management, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(16) Subadvisory Agreement between Mercer Investments LLC and Manulife Investment Management (US) LLC, Subadvisor of Mercer Core Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.

 

(17) Subadvisory Agreement between Mercer Investments LLC and Martingale Asset Management, L.P., Subadvisor of Mercer Global Low Volatility Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2015.

 

(18) Subadvisory Agreement between Mercer Investments LLC and Massachusetts Financial Services Company, Subadvisor of Mercer Non-US Core Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment to Subadvisory Agreement between Mercer Investments LLC and Massachusetts Financial Services Company, dated April 1, 2020, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.

 

(19) Subadvisory Agreement between Mercer Investments LLC and Ninety One North America, Inc., Subadvisor of Mercer Global Low Volatility Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(20) Subadvisory Agreement between Mercer Investments LLC and O’Shaughnessy Asset Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.d.20.

 

(21) Subadvisory Agreement between Mercer Investments LLC and Origin Asset Management LLP, Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(22) Subadvisory Agreement between Mercer Investments LLC and Parametric Portfolio Associates, LLC, Subadvisor of Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund and Mercer Global Low Volatility Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.
4
(23) Subadvisory Agreement between Mercer Investments LLC and PGIM, Inc., Subadvisor of Mercer Core Fixed Income Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(24) Subadvisory Agreement between Mercer Investments LLC and Polen Capital Management LLC, Subadvisor of Mercer US Large Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(25) Subadvisory Agreement between Mercer Investments LLC and River Road Asset Management, LLC, Subadvisor of US Small/Mid Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2019.

 

(26) Subadvisory Agreement between Mercer Investments LLC and Schroder Investment Management North America Inc., Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(27) Sub-Subadvisory Agreement between Schroder Investment Management North America Inc. and Schroder Investment Management North America Ltd., Sub-Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(28) Subadvisory Agreement between Mercer Investments LLC and Veritas Asset Management LLP, Subadvisor of Mercer Global Low Volatility Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(29) Subadvisory Agreement between Mercer Investments LLC and Western Asset Management Company, LLC, Subadvisor of Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.d.29.

 

(30) Sub-Subadvisory Agreement between Western Asset Management Company, LLC and Western Asset Management Company Limited, Sub-Subadvisor of Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.d.30.

 

(31) Subadvisory Agreement between Mercer Investments LLC and Westfield Capital Management Company, L.P., Subadvisor of Mercer US Small/Mid Cap Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) Amendment #1 to Subadvisory Agreement between Mercer Investments LLC and Westfield Capital Management Company, L.P., dated September 17, 2015, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.
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(ii) Amendment #2 to Subadvisory Agreement between Mercer Investments LLC and Westfield Capital Management Company, L.P., is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.

 

(iii) Amendment #3 to Subadvisory Agreement between Mercer Investments LLC and Westfield Capital Management Company, L.P., is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(32) Subadvisory Agreement between Mercer Investments LLC and William Blair Investment Management, LLC, Subadvisor of Mercer Emerging Markets Equity Fund, is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.

 

(e) Underwriting Contracts.

 

(1) Distribution Agreement between the Registrant and MGI Funds Distributors, LLC, filed herewith as Exhibit No. EX-99.e.1.

 

(f) Bonus or Profit Sharing Contracts.

 

Not Applicable.

 

(g) Custodian Agreements.

 

(1) Custodian Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.

 

(i) Amendment to Appendix A of the Custodian Agreement is incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2006.

 

(ii) Amendment to Custodian Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company), is incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement filed with the SEC via EDGAR on December 30, 2011.

 

(iii) Amendment to Custodian Agreement between the Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement filed with the SEC via EDGAR on August 14, 2013.

 

(iv) Amendment to Custodian Agreement between the Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2015.

 

(2) Delegation Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2006.
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(h) Other Material Contracts.

 

(1) Administration Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company), dated as of August 12, 2005, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(i) First Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company (successor by merger to Investors Bank & Trust Company), effective as of January 1, 2008, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(ii) Second Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, effective as of July, 1, 2011, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(iii) Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, dated as of October 12, 2012, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(iv) Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, dated as of August 14, 2013, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(v) Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, dated as of December 4, 2013, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(vi) Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, dated as of January 1, 2015, is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2015.

 

(vii) Amendment to Administration Agreement between the Registrant and State Street Bank and Trust Company, dated as of June 28, 2018, is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 27, 2018.

 

(2) Second Amended and Restated Administrative Services Agreement between the Registrant and Mercer Investments LLC, dated as of April 1, 2019, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(3) Transfer Agency Services Agreement between the Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Post-Effective Amendment No. 23 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2013.
7
(i) Amendment to Transfer Agency Services Agreement between the Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement filed with the SEC via EDGAR on August 14, 2013.

 

(ii) Amendment to Transfer Agency Services Agreement between the Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2015.

 

(iii) Amendment to Transfer Agency Services Agreement between the Registrant and State Street Bank and Trust Company, dated November 5, 2015, is incorporated herein by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2016.

 

(4) Indemnification Agreement between the Registrant and each indemnified party, effective March 11, 2013, is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2014.

 

(5) Expense Limitation Agreement between the Registrant and Mercer Investments LLC, effective as of April 1, 2019, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(6) Shareholder Administrative Services Plan, relating to Adviser Class, Class I and Class Y-2 shares, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(7) Services Agreement between the Registrant, Mercer Investments LLC and MGI Funds Distributors, LLC and Fidelity Investments Institutional Operations Company, Inc., National Financial Services LLC and Fidelity Brokerage Services LLC, dated as of January 1, 2020, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.

 

(8) Dynamic Cash Allocation Agreement between the Registrant and State Street Bank and Trust Company, dated as of March 30, 2020, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.

 

(i) Legal Opinion.

 

(1) Legal Opinion of Dechert LLP, counsel to the Registrant, filed herewith as Exhibit No. EX-99.i.1.

 

(j) Other Opinions.

 

(1) Consent of Independent Registered Public Accounting Firm for the Registrant, filed herewith as Exhibit No. EX-99.j.1.

 

(2) Powers of Attorney.
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(i) Power of Attorney appointing Colin J. Dean and Patrick W.D. Turley as attorneys-in-fact and agents to Stephen Gouthro, is incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s Registration Statement filed with the SEC via EDGAR on January 30, 2019.

 

(ii) Power of Attorney appointing Colin J. Dean and Patrick W.D. Turley as attorneys-in-fact and agents to Harrison M. Bains, Jr., Adela M. Cepeda, Richard S. Joseph, Gail A. Schneider, Joan E. Steel and Luis A. Ubiñas, is incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020.

 

(k) Omitted Financial Statements.

 

Not Applicable.

 

(l) Initial Capital Agreements.

 

(1) Letter of Understanding Relating to Initial Capital is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005.

 

(m) Rule 12b-1 Plan, Shareholder Servicing Plan and Rule 12b-1 Plan Related Agreement.

 

(1) Amended and Restated Distribution and Shareholder Services Plan, relating to Adviser Class (formerly Class S) shares, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(2) Selling and/or Services Agreement, is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 29, 2019.

 

(n) Rule 18f-3 Plan.

 

(1) Amended Multiple Class Plan pursuant to Rule 18f-3, effective July 1, 2021, on behalf of each series of the Registrant, is incorporated herein by reference to Post-Effective Amendment No. 49 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 29, 2021.

 

(o) Reserved.

 

(p) Codes of Ethics.

 

(1) Code of Ethics of the Registrant, filed herewith as Exhibit No. EX-99.p.1.

 

(2) Code of Ethics Mercer Investments LLC, the investment adviser of the Registrant, filed herewith as Exhibit No. EX-99.p.2.

 

(3) Code of Ethics of Acadian Asset Management LLC, Subadvisor of Mercer Global Low Volatility Equity Fund, filed herewith as Exhibit No. EX-99.p.3.

 

(4) Code of Ethics of American Century Investment Management, Inc., Subadvisor of Mercer Non-US Core Equity Fund, filed herewith as Exhibit No. EX-99.p.4.
9
(5) Code of Ethics of Arrowstreet Capital, Limited Partnership, Subadvisor of Mercer Non-US Core Equity Fund, filed herewith as Exhibit No. EX-99.p.5.

 

(6) Code of Ethics of BennBridge US LLC, Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.6.

 

(7) Code of Ethics of BlackRock International Limited, Subadvisor of Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.7.

 

(8) Code of Ethics of Brandywine Global Investment Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.8.

 

(9) Code of Ethics of Colchester Global Investors Limited, Subadvisor of Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.9.

 

(10) Code of Ethics of Macquarie Investment Management, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.10.

 

(11) Code of Ethics of Grantham, Mayo, Van Otterloo & Co. LLC, Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.11.

 

(12) Code of Ethics of GW&K Investment Management, LLC, Subadvisor of Mercer US Small/Mid Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.12.

 

(13) Code of Ethics of Income Research & Management, Subadvisor of Mercer Core Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.13.

 

(14) Code of Ethics of Jennison Associates LLC, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.14.

 

(15) Code of Ethics of Loomis, Sayles & Company, L.P., Subadvisor of Mercer US Small/Mid Cap Equity Fund and Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.15.

 

(16) Code of Ethics of LSV Asset Management, Subadvisor of Mercer US Small/Mid Cap Equity Fund and Mercer Non-US Core Equity Fund, filed herewith as Exhibit No. EX-99.p.16.

 

(17) Code of Ethics of Manulife Investment Management (US) LLC, Subadvisor of Mercer Core Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.17.

 

(18) Code of Ethics of Martingale Asset Management, L.P., Subadvisor of Mercer Global Low Volatility Equity Fund, filed herewith as Exhibit No. EX-99.p.18.

 

(19) Code of Ethics of Massachusetts Financial Services Company, Subadvisor of Mercer Non-US Core Equity Fund, filed herewith as Exhibit No. EX-99.p.19.

 

(20) Code of Ethics of Ninety One North America, Inc., Subadvisor of Mercer Global Low Volatility Equity Fund, filed herewith as Exhibit No. EX-99.p.20.

 

(21) Code of Ethics of O’Shaughnessy Asset Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.21.

 

(22) Code of Ethics of Origin Asset Management LLP, Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.22.
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(23) Code of Ethics of Parametric Portfolio Associates, LLC, Subadvisor of Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund and Mercer Global Low Volatility Equity Fund, filed herewith as Exhibit No. EX-99.p.23.

 

(24) Code of Ethics of PGIM, Inc., Subadvisor of Mercer Core Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.24.

 

(25) Code of Ethics of Polen Capital Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.25.

 

(26) Code of Ethics of River Road Asset Management, LLC, Subadvisor of Mercer US Small/Mid Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.26.

 

(27) Code of Ethics of Schroder Investment Management North America Inc., Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.27.

 

(28) Code of Ethics of Schroder Investment Management North America Ltd., Sub-Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.28.

 

(29) Code of Ethics of Veritas Asset Management LLP, Subadvisor of Mercer Global Low Volatility Equity Fund, filed herewith as Exhibit No. EX-99.p.29.

 

(30) Code of Ethics of Western Asset Management Company, LLC, Subadvisor of Mercer Opportunistic Fixed Income Fund, and Western Asset Management Company Limited, Sub-Subadvisor of Mercer Opportunistic Fixed Income Fund, filed herewith as Exhibit No. EX-99.p.30.

 

(31) Code of Ethics of Westfield Capital Management Company, L.P., Subadvisor of Mercer US Small/Mid Cap Equity Fund, filed herewith as Exhibit No. EX-99.p.31.

 

(32) Code of Ethics of William Blair Investment Management, LLC, Subadvisor of Mercer Emerging Markets Equity Fund, filed herewith as Exhibit No. EX-99.p.32.

 

Item 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

 

None.

 

Item 30. INDEMNIFICATION

 

Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), no officer or Trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant.

 

Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817 permits a statutory trust to indemnify and hold harmless any Trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803 protects Trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or obligation of the Registrant or any Trustee thereof, except as otherwise provided in the Declaration of Trust.

11
(a) Indemnification of the Trustees and officers of the Registrant is provided for in Article VII of the Registrant’s Amended and Restated Agreement and Declaration of Trust effective May 16, 2005, as filed with the SEC via EDGAR on August 5, 2005;

 

(b) Indemnification of the Trustees and officers of the Registrant is provided for in Sections 3 and 4 of an Indemnification Agreement between the Registrant and each indemnified party, effective March 11, 2013, as filed with the SEC via EDGAR on July 28, 2014;

 

(c) Investment Management Agreement between the Registrant and Mercer Investments LLC, as provided for in Section 10 of the Agreement, as filed with the SEC via EDGAR on July 28, 2014;

 

(d) Each Subadvisory Agreement between Mercer Investments LLC, on behalf of the several series portfolios of the Mercer Funds (formerly, MGI Funds), and the individual and respective subadvisors contains terms relevant to this Item 30 within Section 10 of each such agreement, as previously filed with the SEC via EDGAR with respect to each of the Subadvisory Agreements;

 

(e) Distribution Agreement between the Registrant and MGI Funds Distributors, LLC, as provided for in Sections 7 and 8 of the Agreement, as filed herewith;

 

(f) Custodian Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company), as provided for in Section 15 of the Agreement, is incorporated herein by reference to the Registrant’s Registration Statement on Form N-1A as filed with the SEC via EDGAR on August 5, 2005;

 

(g) Delegation Agreement between the Registrant and Investors Bank & Trust Company (predecessor to State Street Bank and Trust Company), as provided for in Section 11 of the Agreement, is incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2006; and

 

(h) Administration Agreement between the Registrant and State Street Bank and Trust Company, as provided for in Section 6 of the Agreement, as filed with the SEC via EDGAR on July 28, 2014.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to Trustees, officers, and controlling persons of the Registrant pursuant to the provisions described in response to Item 30, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer, or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by the final adjudication of such issue.

 

Item 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER

 

Mercer Investments LLC, a Delaware corporation, is a federally registered investment adviser and indirect, wholly-owned subsidiary of Marsh & McLennan Companies, Inc. Mercer Investments LLC has its principal place of business at 99 High Street, Boston, MA 02110. Mercer Investments LLC is primarily engaged in providing investment management services. Additional information regarding Mercer Investments LLC, and information as to the officers and directors of Mercer Investments LLC, is included in its Form ADV, as filed with the U.S. Securities and Exchange Commission (“SEC” or “Commission”) (File No. 801-63730) and is incorporated herein by reference.

 

Acadian Asset Management LLC (“Acadian”), is a Subadvisor for the Registrant’s Mercer Global Low Volatility Equity Fund. Acadian has its principal place of business at 260 Franklin Street, Boston MA 02110.

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Additional information as to Acadian and the directors and officers of Acadian is included in Acadian’s Form ADV filed with the Commission (File No. 801-28078), which is incorporated herein by reference and sets forth the officers and directors of Acadian and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

American Century Investment Management, Inc. (“American Century”), is a Subadvisor for the Registrant’s Mercer Non-US Core Equity Fund. American Century has its principal place of business at 4500 Main Street, Kansas City, MO 64111. Additional information as to American Century and the directors and officers of American Century is included in American Century’s Form ADV filed with the Commission (File No. 801-8174), which is incorporated herein by reference and sets forth the officers and directors of American Century and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Arrowstreet Capital, Limited Partnership (“Arrowstreet”), is a Subadvisor for the Registrant’s Mercer Non-US Core Equity Fund. Arrowstreet has its principal place of business at 200 Clarendon Street, 30th Floor, Boston, Massachusetts 02116. Additional information as to Arrowstreet and the directors and officers of Arrowstreet is included in Arrowstreet’s Form ADV filed with the Commission (File No. 801-56633), which is incorporated herein by reference and sets forth the officers and directors of Arrowstreet and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

BennBridge US LLC (“BennBridge”), is a Subadvisor for the Registrant’s Mercer Emerging Markets Equity Fund. BennBridge has its principal place of business at 260 Franklin Street, 16th Floor, Boston, Massachusetts 02110. Additional information as to BennBridge and the directors and officers of BennBridge is included in BennBridge’s Form ADV filed with the Commission (File No. 801-119611), which is incorporated herein by reference and sets forth the officers and directors of BennBridge and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

BlackRock International Limited (“BlackRock”), is a Subadvisor for the Registrant’s Mercer Opportunistic Fixed Income Fund. BlackRock has its principal place of business at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. Additional information as to BlackRock and the directors and officers of BlackRock is included in BlackRock’s Form ADV filed with the Commission (File No. 801-51087), which is incorporated herein by reference and sets forth the officers and directors of BlackRock and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Brandywine Global Investment Management, LLC (“Brandywine”), is a Subadvisor for the Registrant’s Mercer US Large Cap Equity Fund. Brandywine has its principal place of business at 1735 Market Street, Suite 1800, Philadelphia, PA 19103. Additional information as to Brandywine and the directors and officers of Brandywine is included in Brandywine’s Form ADV filed with the Commission (File No. 028-02204), which is incorporated herein by reference and sets forth the officers and directors of Brandywine and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Colchester Global Investors Limited (“Colchester”), is a Subadvisor for the Registrant’s Mercer Opportunistic Fixed Income Fund. Colchester has its principal place of business at Heathcoat House, 20 Savile Row, London W1S 3PR, United Kingdom. Additional information as to Colchester and the directors and officers of Colchester is included in Colchester’s Form ADV filed with the Commission (File No. 801-57116), which is incorporated herein by reference and sets forth the officers and directors of Colchester and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust (“Macquarie”), is a Subadvisor of Mercer US Large Cap Equity Fund. Macquarie has its principal place of business at 100 Independence, 610 Market Street, Philadelphia, PA 19106. Additional information as to Macquarie and the directors and officers of Macquarie is included in Macquarie’s Form ADV filed with the Commission (File No. 801-32108), which is incorporated by reference and sets forth the officers and directors of Macquarie and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

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Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), is a Subadvisor for the Registrant’s Mercer Emerging Markets Equity Fund. GMO has its principal place of business at 40 Rowes Wharf, Boston, Massachusetts 02110. Additional information as to GMO and the directors and officers of GMO is included in GMO’s Form ADV filed with the Commission (File No. 801-15028), which is incorporated herein by reference and sets forth the officers and directors of GMO and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

GW&K Investment Management, LLC (“GWK”), is a Subadvisor for the Registrant’s Mercer US Small/Mid Cap Equity Fund. GWK has its principal place of business at 222 Berkeley St., Boston, MA 02116. Additional information as to GWK and the directors and officers of GWK is included in GWK’s Form ADV filed with the Commission (File No. 801-61559), which is incorporated herein by reference and sets forth the officers and directors of GWK and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Income Research & Management (“IR+M”), is a Subadvisor for the Registrant’s Mercer Core Fixed Income Fund. IR+M has its principal place of business at 100 Federal Street, 30th Floor, Boston, MA 02110. Additional information as to IR+M and the directors and officers of IR+M is included in IR+M’s Form ADV filed with the Commission (File No. 801-29482), which is incorporated herein by reference and sets forth the officers and directors of IR+M and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Jennison Associates LLC (“Jennison”), is a Subadvisor of Mercer US Large Cap Equity Fund. Jennison has its principal place of business at 66 Lexington Avenue, New York, NY 10017. Additional information as to Jennison and the directors and officers of Jennison is included in Jennison’s Form ADV filed with the Commission (File No. 801-5608), which is incorporated by reference and sets forth the officers and directors of Jennison and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Loomis, Sayles & Company, L.P. (“Loomis”), is a Subadvisor for the Registrant’s Mercer US Small/Mid Cap Equity Fund and Mercer Opportunistic Fixed Income Fund. Loomis has its principal place of business at One Financial Center, Boston, Massachusetts 02111. Additional information as to Loomis and the directors and officers of Loomis is included in Loomis’ Form ADV with the Commission (File No. 801-170), which is incorporated herein by reference and sets forth the officers and directors of Loomis and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

LSV Asset Management (“LSV”), is a Subadvisor for the Registrant’s Mercer US Small/Mid Cap Equity Fund and Mercer Non-US Core Equity Fund. LSV has its principal place of business at 155 North Wacker Drive, Suite 4600, Chicago, IL 60606. Additional information as to LSV and the directors and officers of LSV is included in LSV’s Form ADV filed with the Commission (File No. 801-47689), which is incorporated herein by reference and sets forth the officers and directors of LSV and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Manulife Investment Management (US) LLC (“Manulife”), is a Subadvisor for the Registrant’s Mercer Core Fixed Income Fund. Manulife has its principal place of business at 197 Clarendon Street, Boston, Massachusetts 02116. Additional information as to Manulife and the directors and officers of Manulife is included in Manulife’s Form ADV filed with the Commission (File No. 801-42023), which is incorporated herein by reference and sets forth the officers and directors of Manulife and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Martingale Asset Management, L.P. (“Martingale”) is a Subadvisor for the Registrant’s Mercer Global Low Volatility Equity Fund. Martingale has its principal place of business at 888 Boylston Street, Suite 1400, Boston, Massachusetts 02199. Additional information as to Martingale and the directors and officers of Martingale

14

is included in Martingale’s Form ADV filed with the Commission (File No. 801-30067), which is incorporated herein by reference and sets forth the officers and directors of Martingale and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Massachusetts Financial Services Company (“MFS”), is a Subadvisor for the Registrant’s Mercer Non-US Core Equity Fund. MFS has its principal place of business at 111 Huntington Avenue, Boston, Massachusetts 02199. Additional information as to MFS and the directors and officers of MFS is included in MFS’s Form ADV filed with the Commission (File No. 801-17352), which is incorporated herein by reference and sets forth the officers and directors of MFS and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Ninety One North America, Inc. (“Ninety One”), is a Subadvisor for the Registrant’s Mercer Global Low Volatility Equity Fund. Ninety One has its principal place of business at 65 East 55th Street, 30th floor, New York, New York 10022. Additional information as to Ninety One and the directors and officers of Ninety One is included in Ninety One’s Form ADV filed with the Commission (File No. 801-80153), which is incorporated herein by reference and sets forth the officers and directors of Ninety One and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

O’Shaughnessy Asset Management, LLC (“O’Shaughnessy”), is a Subadvisor for the Registrant’s Mercer US Large Cap Equity Fund. O’Shaughnessy has its principal place of business at 6 Suburban Avenue, Stamford, Connecticut 06901. Additional information as to O’Shaughnessy and the directors and officers of O’Shaughnessy is included in O’Shaughnessy’s Form ADV filed with the Commission (File No. 801-68177), which is incorporated herein by reference and sets forth the officers and directors of O’Shaughnessy and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Origin Asset Management LLP (“Origin”), is a Subadvisor of Mercer Emerging Markets Equity Fund. Origin has its principal place of business at One Carey Lane, London, United Kingdom EC2V 8AE. Additional information as to Origin and the directors and officers of Origin is included in Origin’s Form ADV filed with the Commission (File No. 801-67539) which is incorporated by reference and sets forth the officers and directors of Origin and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Parametric Portfolio Associates, LLC (“Parametric”) is a Subadvisor for the Registrant’s Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund and Mercer Global Low Volatility Equity Fund. Parametric has its principal place of business at 800 Fifth Avenue, Suite 2800, Seattle, Washington 98104. Additional information as to Parametric and the directors and officers of Parametric is included in Parametric’s Form ADV filed with the Commission (File No. 801-60485), which is incorporated herein by reference and sets forth the officers and directors of Parametric and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

PGIM, Inc. (“PGIM”), is a Subadvisor for the Registrant’s Mercer Core Fixed Income Fund. PGIM has its principal place of business at 655 Broad Street, 8th Floor, Newark, NJ 07102. Additional information as to PGIM and the directors and officers of PGIM is included in PGIM’s Form ADV filed with the Commission (File No. 801-22808), which is incorporated herein by reference and sets forth the officers and directors of PGIM and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Polen Capital Management LLC (“Polen”), is a Subadvisor of Mercer US Large Cap Equity Fund. Polen has its principal place of business at 1825 NW Corporate Boulevard, Boca Raton, FL 33431. Additional information as to Polen and the directors and officers of Polen is included in Polen’s Form ADV filed with the Commission (File No. 801-15180), which is incorporated by reference and sets forth the officers and directors of Polen and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

15

River Road Asset Management, LLC (“River Road”), is a Subadvisor of Mercer US Small/Mid Cap Equity Fund. River Road has its principal place of business at 462 South Fourth Street, Suite 2000, Louisville, Kentucky 40202. Additional information as to River Road and the directors and officers of River Road is included in River Road’s Form ADV filed with the Commission (File No. 801-64175), which is incorporated by reference and sets forth the officers and directors of River Road and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Schroder Investment Management North America Inc. (“SIMNA Inc.”), is a Subadvisor for the Registrant’s Mercer Emerging Markets Equity Fund. SIMNA Inc. has its principal place of business at 7 Bryant Park, New York, New York 10018. Additional information as to SIMNA Inc. and the directors and officers of SIMNA Inc. is included in SIMNA Inc.’s Form ADV filed with the Commission (File No. 801-15834), which is incorporated herein by reference and sets forth the officers and directors of SIMNA Inc. and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Schroder Investment Management North America Ltd. (“SIMNA Ltd.”), is a Sub-Subadvisor for the Registrant’s Mercer Emerging Markets Equity Fund. SIMNA Ltd. has its principal place of business at 1 London Wall Place, London, EC2Y 5AU, United Kingdom. Additional information as to SIMNA Ltd. and the directors and officers of SIMNA Ltd. is included in SIMNA Ltd.’s Form ADV filed with the Commission (File No. 801-37163), which is incorporated herein by reference and sets forth the officers and directors of SIMNA Ltd. and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Veritas Asset Management LLP (“Veritas”), is a Subadvisor for the Registrant’s Mercer Global Low Volatility Equity Fund. Veritas has its principal place of business at 1 Smart’s Place, London, WC2B 5LW. Additional information as to Veritas and the directors and officers of Veritas is included in Veritas’ Form ADV filed with the Commission (File No. 801-73512), which is incorporated herein by reference and sets forth the officers and directors of Veritas and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Western Asset Management Company, LLC (“WAMCO”), is a Subadvisor for the Registrant’s Mercer Opportunistic Fixed Income Fund. WAMCO has its principal place of business at 385 E. Colorado Blvd, Pasadena, California 91101. Additional information as to WAMCO and the directors and officers of WAMCO is included in WAMCO’s Form ADV filed with the Commission (File No. 801-8162), which is incorporated herein by reference and sets forth the officers and directors of WAMCO and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Western Asset Management Company Limited (“WAMCL”), is a Sub-Subadvisor for the Registrant’s Mercer Opportunistic Fixed Income Fund. WAMCL has its principal place of business at 10 Exchange Square, Primrose Street, London EC2A 2EN, United Kingdom. Additional information as to WAMCL and the directors and officers of WAMCL is included in WAMCL’s Form ADV filed with the Commission (File No. 801-21068), which is incorporated herein by reference and sets forth the officers and directors of WAMCL and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Westfield Capital Management Company, L.P. (“Westfield”), is a Subadvisor for the Registrant’s Mercer US Small/Mid Cap Equity Fund. Westfield has its principal place of business at One Financial Center, 24th Floor, Boston, MA, 02111. Additional information as to Westfield and the directors and officers of Westfield is included in Westfield’s Form ADV filed with the Commission (File No. 801-34350), which is incorporated herein by reference and sets forth the officers and directors of Westfield and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

William Blair Investment Management, LLC (“William Blair”), is a Subadvisor for the Registrant’s Mercer Emerging Markets Equity Fund. William Blair has its principal place of business at 150 North Riverside Plaza, Chicago, Illinois, 60606. Additional information as to William Blair and the directors and officers of William Blair is included in William Blair’s Form ADV filed with the Commission (File No. 801-80640), which is incorporated

16

herein by reference and sets forth the officers and directors of William Blair and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and directors during the past two years.

 

Item 32. Principal Underwriter

 

(a) MGI Funds Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment company registered under the Investment Company Act of 1940, as amended:

 

(1) Mercer Funds

 

(b) The following are the Officers and Managers of the Distributor, the Registrant’s principal underwriter. The Distributor’s main business address is 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312.

 

The following is a list of the Officers and Managers of the Distributor:

 

Name Address Position with
Underwriter

Position with Registrant

 

Teresa Cowan 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 President/Manager None

Chris Lanza

 

Three Canal Plaza, Suite 100, Portland, ME  04101

Vice President

 

None
Kate Macchia Three Canal Plaza, Suite 100, Portland, ME  04101 Vice President None
Susan K. Moscaritolo 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 Vice President and Chief Compliance Officer None

Kelly B. Whetstone

 

Three Canal Plaza, Suite 100, Portland, ME  04101

Secretary

 

None

 

Susan L. LaFond 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 Treasurer None

 

(c) Not Applicable

 

Item 33. LOCATION OF ACCOUNTS AND RECORDS

 

All accounts, books and other documents required to be maintained by Section 31(a) [15 U.S.C. 80a-3-(a)] and rules under that section, are maintained by State Street Bank and Trust Company, with the exception of those maintained by the Registrant’s investment advisor, Mercer Investments LLC, 99 High Street, Boston, Massachusetts 02110 and 1166 Avenue of the Americas, New York, New York 10036.

 

State Street Bank and Trust Company provides general administrative, accounting, portfolio valuation, and custodian services to the Registrant, including the coordination and monitoring of any third-party service providers and maintains all such records relating to these services.

 

Item 34. MANAGEMENT SERVICES

 

There are no management related service contracts not discussed in Part A or Part B.

 

Item 35. UNDERTAKINGS

 

None.

17

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 29th day of July, 2022.

 

  MERCER FUNDS
     
  By:  /s/ Colin J. Dean
   

Colin J. Dean

Vice President and Assistant Secretary

     

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature   Title   Date
Harrison M. Bains, Jr. *   Trustee   July 29, 2022
Harrison M. Bains, Jr.        
     
Adela M. Cepeda *   Trustee   July 29, 2022
Adela M. Cepeda        
     
Gail A. Schneider *   Trustee   July 29, 2022
Gail A. Schneider        
         
Joan E. Steel *   Trustee   July 29, 2022
Joan E. Steel        
         
Luis A. Ubiñas *   Trustee   July 29, 2022
Luis A. Ubiñas        
     
Richard S. Joseph *   Trustee, President and Chief Executive Officer   July 29, 2022
Richard S. Joseph      
     
Stephen Gouthro **   Vice President, Treasurer and Chief Financial Officer   July 29, 2022
Stephen Gouthro      

 

By: 

/s/ Colin J. Dean*, **

 
  Colin J. Dean, Attorney-in-Fact  
     
* Pursuant to Power of Attorney incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant’s Registration Statement filed with the SEC via EDGAR on July 28, 2020

 

** Pursuant to Power of Attorney incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s Registration Statement filed with the SEC via EDGAR on January 30, 2019
18

EXHIBITS INDEX

 

EXHIBIT   EXHIBIT NO.
     
Amendment to Subadvisory Agreement between Mercer Investments LLC and BlackRock International Limited, dated October 5, 2021   EX-99.d.6.ii
     
Subadvisory Agreement between Mercer Investments LLC and Brandywine Global Investment Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund, dated July 31, 2020   EX-99.d.7
     
Amendment to Subadvisory Agreement between Mercer Investments LLC and Colchester Global Investors Limited, dated October 5, 2021   EX-99.d.8.i
     
Amendment to Subadvisory Agreement between Mercer Investments LLC and Colchester Global Investors Limited, dated May 19, 2022   EX-99.d.8.ii
     
Subadvisory Agreement between Mercer Investments LLC and O’Shaughnessy Asset Management, LLC, Subadvisor of Mercer US Large Cap Equity Fund   EX-99.d.20
     
Subadvisory Agreement between Mercer Investments LLC and Western Asset Management Company, LLC, Subadvisor of Mercer Opportunistic Fixed Income Fund   EX-99.d.29
     
Sub-Subadvisory Agreement between Western Asset Management Company, LLC and Western Asset Management Company Limited, Sub-Subadvisor of Mercer Opportunistic Fixed Income Fund   EX-99.d.30
     
Distribution Agreement between the Registrant and MGI Funds Distributors, LLC   EX-99.e.1
     
Legal Opinion of Dechert LLP     EX-99.i.1
     
Consent of Independent Registered Public Accounting Firm for the Registrant     EX-99.j.1
     
Code of Ethics of the Registrant   EX-99.p.1
     
Code of Ethics of Mercer Investments LLC   EX-99.p.2
     
Code of Ethics of Acadian Asset Management LLC   EX-99.p.3
     
Code of Ethics of American Century Investment Management, Inc.   EX-99.p.4
     
Code of Ethics of Arrowstreet Capital, Limited Partnership   EX-99.p.5
     
Code of Ethics of BennBridge US LLC   EX-99.p.6
     
Code of Ethics of BlackRock International Limited   EX-99.p.7
     
Code of Ethics of Brandywine Global Investment Management, LLC   EX-99.p.8
     
Code of Ethics of Colchester Global Investors Limited   EX-99.p.9
     
Code of Ethics of Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust   EX-99.p.10
     
Code of Ethics of Grantham, Mayo, Van Otterloo & Co. LLC   EX-99.p.11
     
Code of Ethics of GW&K Investment Management, LLC   EX-99.p.12
19
EXHIBIT   EXHIBIT NO.
Code of Ethics of Income Research & Management   EX-99.p.13
     
Code of Ethics of Jennison Associates LLC   EX-99.p.14
     
Code of Ethics of Loomis, Sayles & Company, L.P.   EX-99.p.15
     
Code of Ethics of LSV Asset Management   EX-99.p.16
     
Code of Ethics of Manulife Investment Management (US) LLC   EX-99.p.17
     
Code of Ethics of Martingale Asset Management, L.P.   EX-99.p.18
     
Code of Ethics of Massachusetts Financial Services Company   EX-99.p.19
     
Code of Ethics of Ninety One North America, Inc.   EX-99.p.20
     
Code of Ethics of O’Shaughnessy Asset Management, LLC   EX-99.p.21
     
Code of Ethics of Origin Asset Management LLP   EX-99.p.22
     
Code of Ethics of Parametric Portfolio Associates, LLC   EX-99.p.23
     
Code of Ethics of PGIM, Inc.   EX-99.p.24
     
Code of Ethics of Polen Capital Management, LLC   EX-99.p.25
     
Code of Ethics of River Road Asset Management, LLC   EX-99.p.26
     
Code of Ethics of Schroder Investment Management North America Inc.   EX-99.p.27
     
Code of Ethics of Schroder Investment Management North America Ltd.   EX-99.p.28
     
Code of Ethics of Veritas Asset Management LLP   EX-99.p.29
     
Code of Ethics of Western Asset Management Company, LLC   EX-99.p.30
     
Code of Ethics of Western Asset Management Company Limited   EX-99.p.30
     
Code of Ethics of Westfield Capital Management Company, L.P.   EX-99.p.31
     
Code of Ethics of William Blair Investment Management, LLC   EX-99.p.32
20
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EXHIBIT 99d6ii

 

AMENDMENT #2 TO SUB-ADVISORY AGREEMENT

 

THIS AMENDMENT #2 (“Amendment”) to the Sub-Advisory Agreement (“Agreement”) dated as of the 25th day of June, 2018, by and between Mercer Investments LLC (formerly, Mercer Investment Management, Inc.), a Delaware limited liability company (the “Advisor”) and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”) is executed as of October 5, 2021 and made effective as of the 1st day of April, 2021.

 

RECITALS

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an amended and restated Investment Advisory Agreement, dated July 1, 2014, as amended from time to time (the “Advisory Agreement”), with the Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, the Sub-Advisor currently manages an allocated portion of the assets of the Mercer Opportunistic Fixed Income Fund (the “Fund”), a series of the Trust under the Agreement; and

 

WHEREAS, the Agreement provides that the parties may mutually agree to supplement or amend any provision of the Agreement;

 

WHEREAS, the Sub-Advisor and the Advisor intend to amend the Agreement to reflect a change in the fee schedule payable to Sub-Advisor effective as of the date set forth herein.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the promises and mutual agreements set forth herein, the parties hereby agree to amend the Agreement, as follows:

 

1.Exhibit A of the Agreement, the Fee Schedule with respect to the Fund, is hereby deleted in its entirety and replaced with Exhibit A attached to this Amendment.

 

2.The Advisor and the Sub-Advisor each acknowledge that all of its respective representations and warranties contained in the Agreement are true and correct as of the date hereof.

 

3.All other terms and provisions of the Agreement shall remain in full force and effect, except as modified hereby.
 
4.This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

ADVISOR

MERCER INVESTMENTS LLC

 

By:  
Name:  Stan Mavromates  
Title: Chief Investment Officer  

 

SUB-ADVISOR

BLACKROCK INTERNATIONAL LIMITED

 

By: /s/ Jeanette Teo  

Name:  Jeanette Teo

Title:    Managing Director

 

BLACKROCK INTERNATIONAL LIMITED

 

By: /s/ Lauren Cook  

Name:  Lauren Cook

Title     Director

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EXHIBIT 99d7

 

SUB-ADVISORY AGREEMENT

 

AGREEMENT made as of the 31st day of July 2020 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Brandywine Global Investment Management, LLC a Delaware limited liability company (the “Sub-Advisor”).

 

WHEREAS, the Advisor and the Sub-Advisor are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an Investment Advisory Agreement, dated July 1, 2014 (the “Advisory Agreement”), with Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, pursuant to a sub-advisory agreement dated October 21, 2011 (the “Prior Agreement”), the Advisor had retained the Sub-Advisor to assist the Advisor in the provision of a continuous investment program for that portion of one or more of the Trust’s series’ (each a “Fund”) assets which the Advisor assigns to the Sub-Advisor (the “Sub-Advisor Assets”); and

 

WHEREAS, effective July 31, 2020, the Sub-Advisor underwent a “change of control” constituting an assignment of the Prior Agreement and resulting in its automatic termination pursuant to its terms and Section 15 of the 1940 Act; and

 

WHEREAS, the Advisor desires to continue to retain the Sub-Advisor to manage the Sub-Advisor Assets and the Sub-Advisor is willing to continue to render such services, subject to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of mutual covenants recited below, the parties agree and promise as follows:

 

1. Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence in performing its services under this Agreement as the Sub-Advisor exercises in performing similar services with respect to other

 

fiduciary accounts for which the Sub-Advisor has investment responsibilities, and that a prudent manager would exercise under the circumstances.

 

2. Duties of the Sub-Advisor.

 

(a) Investments. The Sub-Advisor is hereby authorized and directed, and hereby agrees, subject to the stated investment objectives, policies and restrictions of each Fund as set forth in such Fund’s prospectus and statement of additional information as currently in effect and as amended from time to time (collectively referred to as the “Prospectus”) and subject to the directions of the Advisor and the Trust’s Board of Trustees, to purchase, hold and sell investments for the Sub-Advisor Assets and to monitor such investments on an ongoing basis. In providing these services, the Sub-Advisor will conduct an ongoing program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Advisor Assets. The Advisor agrees to provide the Sub-Advisor information concerning (i) a Fund; (ii) its assets available or to become available for investment; and (iii) the conditions of a Fund’s or the Trust’s affairs as relevant to the Sub-Advisor.

 

(b) Compliance with Applicable Laws, Governing Documents and Trust Compliance Procedures. In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall, with respect to Sub-Advisor Assets, (i) act in conformity with: (A) the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) and By-Laws; (B) the Prospectus; (C) the policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Advisor (together, the “Trust Compliance Procedures”); and (D) the instructions and directions received in writing from the Advisor or the Trustees of the Trust; and (ii) conform to and comply with the requirements of the 1940 Act, the Advisers Act, and all other federal laws applicable to registered investment companies’ and Sub-Advisors’ duties under this Agreement. The Advisor will provide the Sub-Advisor with any materials or information that the Sub-Advisor may reasonably request to enable it to perform its duties and obligations under this Agreement.

 

The Advisor will provide the Sub-Advisor with reasonable advance notice, in writing, of: (i) any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus; (ii) any change to the Trust’s Declaration of Trust or By-Laws; or (iii) any material change in the Trust Compliance Procedures; and the Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall manage the Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Trust or the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus and copies of the revised Trust Compliance Procedures, as applicable, reflecting such changes. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, or otherwise as reasonably requested by the Advisor.

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In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Advisor shall provide to the Trust CCO: (i) direct access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”), as reasonably requested by the Trust CCO; (ii) quarterly reports confirming that the Sub-Advisor has complied with the Trust Compliance Procedures in managing the Sub-Advisor Assets; and (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Trust Compliance Procedures that related to the Sub-Advisor’s management of the Sub-Advisor Assets.

 

(c) Sub-Advisor Compliance Policies and Procedures. The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures on the aforementioned quarterly certifications. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

 

(d) Voting of Proxies. Unless otherwise instructed by the Advisor or the Trust, the Sub-Advisor shall have the power, discretion and responsibility to vote, either in person or by proxy, all securities in which the Sub-Advisor Assets may be invested from time to time, and shall not be required to seek instructions from the Advisor, the Trust or a Fund. The Sub-Advisor shall also provide its Proxy Voting Policy (the “Proxy Policy”), and, if requested by the Advisor, a summary of such Proxy Policy suitable for including in the Prospectus, and will provide the Advisor with any material amendment to the Proxy Policy within a reasonable time after such amendment has taken effect. If both the Sub-Advisor and another person managing assets of a Fund have invested in the same security, the Sub-Advisor and such other entity will each have the power to vote its pro rata share of the security. The Sub-Advisor is hereby appointed attorney-in-fact for the Sub-Advisor Assets, and will be solely responsible to instruct the Trust’s custodian in order to ensure that the Sub-Advisor Assets obtain the benefit of all corporate actions, including all rights offerings and tender offers. The Sub-Advisor shall assist in evaluating opportunities to participate in class actions or securities litigation claims involving Sub-Advisory Assets and shall communicate its view on such actions to the custodian when it is solicited by the Advisor or the custodian. The Sub-Advisor shall not be responsible for filing any forms or other

3

documents related to such participation. Additionally, Advisor agrees that Sub-Advisor is not providing legal services or advice in evaluating and recommending such opportunities to participate in class actions or securities litigation claims involving Sub-Advisory Assets.

 

(e) Agent. Subject to any other written instructions of the Advisor or the Trust, the Sub-Advisor is hereby appointed the Advisor’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Advisor shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Sub-Advisor Assets, provided that, the Sub-Advisor’s actions in executing such documents shall comply with federal regulations, all other federal laws applicable to registered investment companies and the Sub-Advisor’s duties and obligations under this Agreement and the Trust’s governing documents.

 

(f)  Brokerage. The Sub-Advisor will place orders pursuant to the Sub-Advisor’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Advisor, pursuant to this paragraph. In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek, on behalf of a Fund, the best overall execution available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Fund and/or other accounts over which the Sub-Advisor may exercise investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Advisor to a Fund. Such authorization is subject to termination at any time by the Board of Trustees of the Trust for any reason. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers that are affiliated with the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or other sub-advisors (if applicable) if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Trust’s Rule 17e-1 and Rule 10f-3 procedures. The Advisor will identify all brokers and dealers affiliated with the Trust, the Advisor, and the Trust’s principal underwriter (and the other Sub-Advisors of the Fund, to the extent such information is necessary for the Sub-Advisor to comply with applicable federal securities

4

laws), other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for customers. The Advisor shall promptly furnish a written notice to the Sub-Advisor if the information so provided is no longer accurate.

 

In connection with its management of the Sub-Advisor Assets and consistent with its fiduciary obligation to the Sub-Advisor Assets and other clients, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be, over time, the most equitable and consistent with its fiduciary obligations to the Sub-Advisor’s Assets and to such other clients.

 

(g) Securities Transactions. In no instance will any Fund’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or any affiliated person the Trust, the Advisor, the Sub-Advisor or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act, including Rule 17a-7 thereunder.

 

The Sub-Advisor acknowledges that the Advisor and the Trust may rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Advisor hereby agrees that it shall not consult with any other sub-advisor to the Fund with respect to transactions in securities for the Sub-Advisor Assets or any other transactions of Fund assets.

 

The Sub-Advisor is authorized to engage in transactions in which the Sub-Advisor, or an affiliate of the Sub-Advisor, acts as a broker for both the Fund and for another party on the other side of the transaction (“agency cross transactions”). The Sub-Advisor shall effect any such agency cross transactions in compliance with Rule 206(3)-2 under the Advisers Act and any other applicable provisions of the federal securities laws and shall provide the Advisor with periodic reports describing such agency cross transactions. By execution of this Agreement, the Advisor authorizes the Sub-Advisor or its affiliates to engage in agency cross transactions, as described above. The Advisor may revoke its consent at any time by written notice to the Sub-Advisor.

 

The Sub-Advisor hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than the Advisor, the Trust’s custodian, or other persons expressly designated by the Advisor.

 

(h) Code of Ethics. The Sub-Advisor hereby represents that it has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Advisor and the Trust upon request, and any material violation of such

5

policies, and procedures and code of ethics by personnel of the Sub-Advisor responsible for management of the Sub-Advisor’s Assets, the sanctions imposed in response thereto, and any issues arising under such policies, and procedures and code of ethics shall be reported upon request to the Advisor and the Trust at the times and in the format reasonably requested by the Advisor and the Board of Trustees.

 

(i)  Books and Records. The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Sub-Advisor Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request, so long as such surrender will not violate Sub-Advisors recordkeeping obligation promulgated under the 1940 Act. The Sub-Advisor further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act.

 

(j)  Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry which would negatively impact their management of the Sub-Advisor Assets. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

 

(k) Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust.

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The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

 

(l)  Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets.

 

(m) Historical Performance Information. To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

 

(n) Regulatory Examinations. The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

 

3. Independent Contractor. In the performance of its duties hereunder, the Sub-Advisor is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Advisor in any way or otherwise be deemed an agent of a Fund, the Trust or the Advisor.

 

4. Services to Other Clients. Nothing herein contained shall limit the freedom of the Sub-Advisor or any affiliated person of the Sub-Advisor to render investment advisory, supervisory and other services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities. It is understood that the Sub-Advisor may give advice and take action for its other clients that may differ from advice given, or the timing or nature of action taken, for a Fund. The Sub-Advisor is not obligated to initiate transactions for a Fund in any security that the Sub-Advisor, its principals, affiliates or employees may purchase or sell for its or their own accounts or other clients.

 

5. Expenses. During the term of this Agreement, the Sub-Advisor will pay all expenses incurred by it in connection with its activities under this Agreement, other than the costs of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or otherwise acquired, or sold or otherwise disposed of, for a Fund. The Sub-Advisor, at its sole expense, shall employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Trust or the Advisor, as the case may be, shall reimburse the Sub-Advisor for any expenses as may be reasonably incurred by the Sub-Advisor, at the request of and on behalf

7

of a Fund or the Advisor. The Sub-Advisor shall keep and supply to the Trust and the Advisor reasonable records of all such expenses.

 

6. Compensation. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Sub-Advisor will be entitled to the fee listed for the Fund(s) on Exhibit A. Such fees will be computed in accordance with Exhibit A.

 

If this Agreement is terminated prior to the end of any calendar quarter, the fee shall be prorated for the portion of any quarter in which this Agreement is in effect according to the proportion which the number of calendar days, during which this Agreement is in effect, bears to the number of calendar days in the quarter, and shall be payable within ten (10) days after the date of termination.

 

7. Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

 

(a) The Sub-Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Sub-Advisor is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its limited liability company agreement and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and

 

(d) The Form ADV of the Sub-Advisor previously provided to the Advisor is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent material amendments to its Form ADV during the course of the year and an updated version on an annual basis. Advisor authorizes Sub-Advisor to electronically offer and/or deliver its current Form ADV as well as any other documents required by law or rule. Upon written request, Advisor may receive hard copy versions

 

8. Representations and Warranties of the Advisor. The Advisor represents and warrants to the Sub-Advisor and the Trust as follows:

8

(a) The Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;

 

(d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV prior to the execution of this Agreement;

 

(e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and

 

(f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

 

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Sub-Advisor and the Advisor pursuant to Sections 7 and 8 of this Agreement, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

 

10. Liability and Indemnification.

 

(a) Liability. The duties of the Sub-Advisor shall be confined to those expressly set forth herein, with respect to the Sub-Advisor Assets. The Sub-Advisor shall not be liable for any loss arising out of any portfolio investment or disposition hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law that cannot be waived or modified hereby. Under no circumstances shall the Sub-Advisor be liable for any loss arising out of any act or omission taken by another sub-advisor, or any other third party, in respect of any portion of the Trust’s assets not managed by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall either party hereto be liable to the other for special, punitive or consequential damages,

9

arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

 

(b) Indemnification. The Sub-Advisor shall indemnify the Advisor, the Trust and each Fund, and their respective affiliates and controlling persons (the “Sub-Advisor Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, which the Advisor, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

 

The Advisor shall indemnify the Sub-Advisor, its affiliates and its controlling persons (the “Advisor Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from, or in connection with, the Advisor’s breach of this Agreement or its representations and warranties herein or as a result of the Advisor’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law; provided, however, that the Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

 

11. Duration and Termination.

 

(a) Duration. This Agreement, unless sooner terminated as provided herein, shall for the Fund(s) listed on Exhibit A attached hereto remain in effect from the date of execution (the “Effective Date”), until two years from the Effective Date, and thereafter, for periods of one year, so long as such continuance thereafter is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each Fund (except as such vote may be unnecessary pursuant to relief granted by an exemptive order from the SEC). The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

 

(b) Termination. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by: (i) the vote of a majority of the Trustees of the Trust, the vote of a majority of the outstanding voting securities of the Fund, or the Advisor, or (ii) the Sub-Advisor on not less than 90 days written notice to the Advisor and the Trust. This Agreement may also be terminated as to any Fund at any time by any party hereto immediately upon written notice to the other parties in the event of a breach of any provision to this Agreement by any of the parties.

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This Agreement shall not be assigned and shall terminate automatically in the event of its assignment, except as provided otherwise by any rule, exemptive order issued by the SEC, or No Action Letter provided or pursuant to the 1940 Act, or upon the termination of the Advisory Agreement. In the event that there is a proposed change in control of the Sub-Advisor that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Advisor agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s) of the Trust to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. In the event that such proposed change in control of the Sub-Advisor shall occur following either: (i) receipt by the Advisor and the Trust of an exemptive order issued by the SEC with respect to the appointment of sub-advisors absent shareholder approval, or (ii) the adoption of proposed Rule 15a-5 under the 1940 Act, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a statement, required by the exemptive order or Rule 15a-5, containing all information that would be included in a proxy statement (an “Information Statement”). In addition, if the Sub-Advisor shall resign, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of an Information Statement; provided, that Sub-Advisor shall not be responsible for such costs to the extent they exceed $25,000.

 

This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

 

12. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees, and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law, and unless otherwise permitted pursuant to exemptive relief granted by the SEC or No Action position granted by the SEC or its staff, by a vote of the majority of a Fund’s outstanding securities.

 

13. Confidentiality. Any information or recommendations supplied by either the Advisor or the Sub-Advisor, that are not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including portfolio holdings of the Trust, financial information or other information relating to a party to this Agreement, are to be regarded as confidential (“Confidential Information”) and held in the strictest confidence. Except as may be required by applicable law or rule or as requested by regulatory authorities having jurisdiction over a party to this Agreement, Confidential Information may be used only by the party to which said information has been communicated and such other persons as that party believes are necessary to carry out the purposes of this Agreement, the custodian, and such persons as the Advisor may designate in connection with the Sub-Advisor Assets. Nothing in this Agreement shall be construed to prevent the Sub-Advisor from giving other entities investment advice about, or trading on their behalf, in the securities of a Fund or the Advisor.

11

14. Use of Sub-Advisor’s Name. During the term of this Agreement, the Advisor shall have permission to use the Sub-Advisor’s name in the marketing of the Fund, and agrees to furnish the Sub-Advisor at its principal office all prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Advisor in any way.

 

15. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

(a) If to the Advisor:

 

Mercer Investments LLC

99 High Street

Boston, MA 02110

Attention: Chief Counsel

 

(b) If to the Sub-Advisor:

 

Brandywine Global Investment Management, LLC

1735 Market Street, Suite 1800

Philadelphia, PA 19103

Attention: Chief Compliance Officer

 

16. Governing Law. This Agreement shall be governed by the internal laws of the State of New York without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

17. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

 

18. Severability. 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.

 

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” “affiliates,” “controlling persons” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC, and the term “Fund” or “Funds” shall refer to

12

those Fund(s) for which the Sub-Advisor provides investment management services and as are listed on Exhibit A to this Agreement.

 

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

 

ADVISOR

MERCER INVESTMENTS LLC

 

By:  /s/ Stan Mavromates
  Stan Mavromates
  Chief Investment Officer

 

SUB-ADVISOR

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

 

By:  /s/ Mark P. Glassman
  Mark P. Glassman
  Chief Administrative Officer
13

EXHIBIT 99d8i

 

AMENDMENT #1

 

TO SUB-ADVISORY AGREEMENT

 

THIS FIRST AMENDMENT (the “First Amendment”) to the Sub-Advisory Agreement dated the 25th day of June, 2018, by and between Mercer Investments LLC, successor to Mercer Investment Management, Inc., (the “Advisor”) and Colchester Global Investors Limited (the “Sub-Advisor”) (hereinafter the “Parties” or individually as a “Party”) in respect of the Mercer Opportunistic Fixed Income Fund is executed on this 5th day of October, 2021 and made effective as of the 1st of July, 2021.

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an amended and restated Investment Advisory Agreement, dated July 1, 2014, as amended from time to time (the “Advisory Agreement”), with the Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, the Sub-Advisor currently manages an allocated portion of the assets of the Mercer Opportunistic Fixed Income Fund (the “Fund”), a series of the Trust under the Agreement; and

 

WHEREAS, the Agreement provides that the parties may mutually agree to supplement or amend any provision of the Agreement;

 

WHEREAS, the Sub-Advisor and the Advisor intend to amend the Agreement to reflect a change in the fee schedule payable to Sub-Advisor effective as of the date set forth herein.

 

NOW THEREFORE the Parties agree as follows:

 

1.That, effective July 1, 2021, paragraph (a) in Exhibit A of the Agreement be deleted and replaced in its entirety with the following:

 

“(a)In the event that Aggregate Mercer EMD Fiduciary NAV (as defined below) is greater than or equal to US$200 million, a flat fee of 0.35% (being 35 basis points) per annum shall apply.”

 

2.Except for the amendment abovementioned, which now forms part of the Agreement, all the other terms and conditions of the Agreement remain in full force and effect.

 

3.

This First Amendment may be signed in counterparts, and each counterpart, once signed and delivered, is deemed to be an original; all of the counterparts constitute one single agreement.

4.The Advisor and the Sub-Advisor each acknowledge that all of its respective representations and warranties contained in the Agreement are true and correct as of the date hereof.
 

IN WITNESS WHEREOF, the Parties hereto execute this First Amendment in duplicate originals, which is effective as of the date set forth herein.

 

MERCER INVESTMENTS LLC

 

Date:  
   
by: /s. Stan Mavromates
   
Name: Stan Mavromates
Title: Chief Investment Officer

 

Colchester Global Investors LIMITED

 

Date:  
   
by: /s/ Keith Lloyd
   
Name: Keith Lloyd
Title: CEO

 

Witnessed by:     /s/ Andre Cowley

 

Name: Andre Cowley
Title: Legal Associate
 

EXHIBIT 99d8ii

AMENDMENT #2

TO SUB-ADVISORY AGREEMENT

THIS SECOND AMENDMENT (the “Second Amendment”) to the Sub-Advisory Agreement dated the 25th day of June, 2018, by and between Mercer Investments LLC, successor to Mercer Investment Management, Inc., (the “Advisor”) and Colchester Global Investors Limited (the “Sub-Advisor”) (hereinafter the “Parties” or individually as a “Party”) in respect of the Mercer Opportunistic Fixed Income Fund is executed on this 19th day of May, 2022.

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an amended and restated Investment Advisory Agreement, dated July 1, 2014, as amended from time to time (the “Advisory Agreement”), with the Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, the Sub-Advisor currently manages an allocated portion of the assets of the Mercer Opportunistic Fixed Income Fund (the “Fund”), a series of the Trust under the Agreement; and

 

WHEREAS, the Agreement provides that the parties may mutually agree to supplement or amend any provision of the Agreement;

 

WHEREAS, the Sub-Advisor and the Advisor intend to amend the Agreement to reflect a change in the fee schedule payable to Sub-Advisor effective as of the date set forth herein.

 

NOW THEREFORE the Parties agree as follows:

 

1.Section 21 of the Agreement is deleted in its entirety and replaced with the following:

 

21. Delgation. The Advisor acknowledges that the Sub-Adviser may utilize the services of affiliated investment advisory firms, including Colchester Global Investors (Singapore) Pte. Ltd. and Colchester Global Investors (Dublin) Management Limited, and their personnel to manage the investment and reinvestment of the Sub-Advisor Assets and to provide other services as specified herein. Any such affiliate will have entered into a Memorandum of Understanding with the Sub-Adviser whereby the affiliate is considered a “Participating Affiliate” of the Adviser as that term is used in relief granted by the staff of the Securities and Exchange Commission (“SEC”). Accordingly, any personnel of a Participating Affiliate of the Sub-Adviser providing services in respect of the Sub-Advisor Assets shall be “access persons” (within the meaning of Rule 204A-1 of the Advisers Act) of the Sub-Advisor. The Sub-Advisor shall ensure compliance with the terms of this Agreement by any Participating Affiliate and its liability to the Fund shall not be affected by any arrangements with Participating Affiliates.

 

2.Except for the amendment abovementioned, which now forms part of the Agreement, all the other terms and conditions of the Agreement remain in full force and effect.

 

This Second Amendment may be signed in counterparts, and each counterpart, once signed and delivered, is deemed to be an original; all of the counterparts constitute one single agreement.

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto execute this Second Amendment in duplicate originals, which is effective as of the date set forth herein.

 

MERCER INVESTMENTS LLC

 

Date: 5/19/22

 

 

By: /s/ Erin Lefkowitz

Name: Erin Lefkowitz

Title: Vice President, Fixed Income Portfolio Manager

 

 

 

Colchester Global Investors LIMITED

 

Date: May 19, 2022

 

 

By: /s/ Keith Lloyd

Name: Keith Lloyd

Title: Director

 

 

Witnessed By: /s/ Andrew Cowley

Name: Andrew Cowley

Title: Legal Associate

 

 

EXHIBIT 99d20

 

SUB-ADVISORY AGREEMENT

 

AGREEMENT made as of the 16th day of December, 2021 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and O’Shaughnessy Asset Management, LLC a Delaware limited liability company (the “Sub-Advisor”).

 

WHEREAS, the Advisor and the Sub-Advisor are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an Investment Advisory Agreement, dated July 1, 2014 (the “Advisory Agreement”), with Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, pursuant to a sub-advisory agreement dated October 20, 2010 (the “Prior Agreement”), the Advisor had retained the Sub-Advisor to assist the Advisor in the provision of a continuous investment program for that portion of one or more of the Trust’s series’ (each a “Fund”) assets which the Advisor assigns to the Sub-Advisor (the “Sub-Advisor Assets”);

 

WHEREAS, effective December [   ], 2021, the Sub-Advisor underwent a “change of control” constituting an assignment of the Prior Agreement and resulting in its automatic termination pursuant to its terms and Section 15 of the 1940 Act; and

 

WHEREAS the Advisor desires to continue to retain the Sub-Advisor to manage the Sub-Advisor Assets and the Sub-Advisor is willing to continue to render such services, subject to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of mutual covenants recited below, the parties agree and promise as follows:

 

1. Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence in performing its services under this Agreement as the Sub-Advisor exercises in performing similar services with respect to other

 

fiduciary accounts for which the Sub-Advisor has investment responsibilities, and that a prudent manager would exercise under the circumstances.

 

2. Duties of the Sub-Advisor.

 

(a) Investments. The Sub-Advisor is hereby authorized and directed, and hereby agrees, subject to the stated investment objectives, policies and restrictions of each Fund as set forth in such Fund’s prospectus and statement of additional information as currently in effect and as amended from time to time (collectively referred to as the “Prospectus”) and subject to the directions of the Advisor and the Trust’s Board of Trustees, to purchase, hold and sell investments for the Sub-Advisor Assets and to monitor such investments on an ongoing basis. In providing these services, the Sub-Advisor will conduct an ongoing program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Advisor Assets. The Advisor agrees to provide the Sub-Advisor information concerning (i) a Fund; (ii) its assets available or to become available for investment; and (iii) the conditions of a Fund’s or the Trust’s affairs as relevant to the Sub-Advisor.

 

(b) Compliance with Applicable Laws, Governing Documents and Trust Compliance Procedures. In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall, with respect to Sub-Advisor Assets, (i) act in conformity with: (A) the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) and By-Laws; (B) the Prospectus; (C) the policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Advisor (together, the “Trust Compliance Procedures”); and (D) the instructions and directions received in writing from the Advisor or the Trustees of the Trust; and (ii) conform to and comply with the requirements of the 1940 Act, the Advisers Act, and all other federal laws applicable to registered investment companies’ and Sub-Advisors’ duties under this Agreement. The Advisor will provide the Sub-Advisor with any materials or information that the Sub-Advisor may reasonably request to enable it to perform its duties and obligations under this Agreement.

 

The Advisor will provide the Sub-Advisor with reasonable advance notice, in writing, of: (i) any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus; (ii) any change to the Trust’s Declaration of Trust or By-Laws; or (iii) any material change in the Trust Compliance Procedures; and the Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall manage the Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Trust or the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus and copies of the revised Trust Compliance Procedures, as applicable, reflecting such changes. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, or otherwise as reasonably requested by the Advisor.

2

In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Advisor shall provide to the Trust CCO: (i) direct access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”), as reasonably requested by the Trust CCO; (ii) quarterly reports confirming that the Sub-Advisor has complied with the Trust Compliance Procedures in managing the Sub-Advisor Assets; and (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Trust Compliance Procedures that related to the Sub-Advisor’s management of the Sub-Advisor Assets.

 

(c) Sub-Advisor Compliance Policies and Procedures. The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

 

(d) Voting of Proxies. Unless otherwise instructed by the Advisor or the Trust, the Sub-Advisor shall have the power, discretion and responsibility to vote, either in person or by proxy, all securities in which the Sub-Advisor Assets may be invested from time to time, and shall not be required to seek instructions from the Advisor, the Trust or a Fund. The Sub-Advisor shall also provide its Proxy Voting Policy (the “Proxy Policy”), and, if requested by the Advisor, a summary of such Proxy Policy suitable for including in the Prospectus, and will provide the Advisor with any material amendment to the Proxy Policy within a reasonable time after such amendment has taken effect. If both the Sub-Advisor and another person managing assets of a Fund have invested in the same security, the Sub-Advisor and such other entity will each have the power to vote its pro rata share of the security.

 

(e) Agent. Subject to any other written instructions of the Advisor or the Trust, the Sub-Advisor is hereby appointed the Advisor’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Advisor shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Sub-Advisor Assets, provided that, the Sub-Advisor’s actions in executing such

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documents shall comply with federal regulations, all other federal laws applicable to registered investment companies and the Sub-Advisor’s duties and obligations under this Agreement and the Trust’s governing documents.

 

(f) Brokerage. The Sub-Advisor will place orders pursuant to the Sub-Advisor’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Advisor, pursuant to this paragraph. In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek, on behalf of a Fund, the best overall execution available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Fund and/or other accounts over which the Sub-Advisor may exercise investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Advisor to a Fund. Such authorization is subject to termination at any time by the Board of Trustees of the Trust for any reason. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers that are affiliated with the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or other sub-advisors (if applicable) if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Trust’s Rule 17e-1 and Rule 10f-3 procedures. The Advisor will identify all brokers and dealers affiliated with the Trust, the Advisor, and the Trust’s principal underwriter (and the other Sub-Advisors of the Fund, to the extent such information is necessary for the Sub-Advisor to comply with applicable federal securities laws), other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for customers. The Advisor shall promptly furnish a written notice to the Sub-Advisor if the information so provided is no longer accurate.

 

In connection with its management of the Sub-Advisor Assets and consistent with its fiduciary obligation to the Sub-Advisor Assets and other clients, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be, over time, the most equitable and

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consistent with its fiduciary obligations to the Sub-Advisor’s Assets and to such other clients.

 

(g) Securities Transactions. In no instance will any Fund’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or any affiliated person the Trust, the Advisor, the Sub-Advisor or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act, including Rule 17a-7 thereunder.

 

The Sub-Advisor acknowledges that the Advisor and the Trust may rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Advisor hereby agrees that it shall not consult with any other sub-advisor to the Fund with respect to transactions in securities for the Sub-Advisor Assets or any other transactions of Fund assets.

 

The Sub-Advisor is authorized to engage in transactions in which the Sub-Advisor, or an affiliate of the Sub-Advisor, acts as a broker for both the Fund and for another party on the other side of the transaction (“agency cross transactions”). The Sub-Advisor shall effect any such agency cross transactions in compliance with Rule 206(3)-2 under the Advisers Act and any other applicable provisions of the federal securities laws and shall provide the Advisor with periodic reports describing such agency cross transactions. By execution of this Agreement, the Advisor authorizes the Sub-Advisor or its affiliates to engage in agency cross transactions, as described above. The Advisor may revoke its consent at any time by written notice to the Sub-Advisor.

 

The Sub-Advisor hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than the Advisor, the Trust’s custodian, or other persons expressly designated by the Advisor.

 

(h) Code of Ethics. The Sub-Advisor hereby represents that it has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Advisor and the Trust, and any material violation of such policies, and procedures and code of ethics by personnel of the Sub-Advisor, the sanctions imposed in response thereto, and any issues arising under such policies, and procedures and code of ethics shall be reported to the Advisor and the Trust at the times and in the format reasonably requested by the Advisor and the Board of Trustees.

 

(i) Books and Records. The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Sub-Advisor Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Advisor further agrees to preserve for the periods

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prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act.

 

(j) Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

 

(k) Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust.

 

The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

 

(l) Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets.

 

(m) Historical Performance Information. To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

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(n) Regulatory Examinations. The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

 

3. Independent Contractor. In the performance of its duties hereunder, the Sub-Advisor is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Advisor in any way or otherwise be deemed an agent of a Fund, the Trust or the Advisor.

 

4. Services to Other Clients. Nothing herein contained shall limit the freedom of the Sub-Advisor or any affiliated person of the Sub-Advisor to render investment advisory, supervisory and other services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities. It is understood that the Sub-Advisor may give advice and take action for its other clients that may differ from advice given, or the timing or nature of action taken, for a Fund. The Sub-Advisor is not obligated to initiate transactions for a Fund in any security that the Sub-Advisor, its principals, affiliates or employees may purchase or sell for its or their own accounts or other clients.

 

5. Expenses. During the term of this Agreement, the Sub-Advisor will pay all expenses incurred by it in connection with its activities under this Agreement, other than the costs of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or otherwise acquired, or sold or otherwise disposed of, for a Fund. The Sub-Advisor, at its sole expense, shall employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Trust or the Advisor, as the case may be, shall reimburse the Sub-Advisor for any expenses as may be reasonably incurred by the Sub-Advisor, at the request of and on behalf of a Fund or the Advisor. The Sub-Advisor shall keep and supply to the Trust and the Advisor reasonable records of all such expenses.

 

6. Compensation. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Sub-Advisor will be entitled to the fee listed for the Fund(s) on Exhibit A. Such fees will be computed in accordance with Exhibit A.

 

If this Agreement is terminated prior to the end of any calendar quarter, the fee shall be prorated for the portion of any quarter in which this Agreement is in effect according to the proportion which the number of calendar days, during which this Agreement is in effect, bears to the number of calendar days in the quarter, and shall be payable within ten (10) days after the date of termination.

 

7. Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

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(a) The Sub-Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Sub-Advisor is a limited liability company (LLC), duly organized and validly existing under the laws of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its operating agreement and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and

 

(d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.

 

8. Representations and Warranties of the Advisor. The Advisor represents and warrants to the Sub-Advisor and the Trust as follows:

 

(a) The Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;

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(d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement;

 

(e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and

 

(f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

 

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Sub-Advisor and the Advisor pursuant to Sections 7 and 8 of this Agreement, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

 

10. Liability and Indemnification.

 

(a) Liability. The duties of the Sub-Advisor shall be confined to those expressly set forth herein, with respect to the Sub-Advisor Assets. The Sub-Advisor shall not be liable for any loss arising out of any portfolio investment or disposition hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law that cannot be waived or modified hereby. Under no circumstances shall the Sub-Advisor be liable for any loss arising out of any act or omission taken by another sub-advisor, or any other third party, in respect of any portion of the Trust’s assets not managed by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall either party hereto be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

 

(b) Indemnification. The Sub-Advisor shall indemnify the Advisor, the Trust and each Fund, and their respective affiliates and controlling persons (the “Sub-Advisor Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, which the Advisor, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

 

The Advisor shall indemnify the Sub-Advisor, its affiliates and its controlling persons (the “Advisor Indemnified Persons”) for any liability and expenses, including

9

reasonable attorneys’ fees, howsoever arising from, or in connection with, the Advisor’s breach of this Agreement or its representations and warranties herein or as a result of the Advisor’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law; provided, however, that the Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

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11. Duration and Termination.

 

(a) Duration. This Agreement, unless sooner terminated as provided herein, shall for the Fund(s) listed on Exhibit A attached hereto remain in effect from the date of execution (the “Effective Date”), until two years from the Effective Date, and thereafter, for periods of one year, so long as such continuance thereafter is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each Fund (except as such vote may be unnecessary pursuant to relief granted by an exemptive order from the SEC). The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

 

(b) Termination. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by: (i) the vote of a majority of the Trustees of the Trust, the vote of a majority of the outstanding voting securities of the Fund, or the Advisor, or (ii) the Sub-Advisor on not less than 90 days written notice to the Advisor and the Trust. This Agreement may also be terminated as to any Fund at any time by any party hereto immediately upon written notice to the other parties in the event of a breach of any provision to this Agreement by any of the parties.

 

This Agreement shall not be assigned and shall terminate automatically in the event of its assignment, except as provided otherwise by any rule, exemptive order issued by the SEC, or No Action Letter provided or pursuant to the 1940 Act, or upon the termination of the Advisory Agreement. In the event that there is a proposed change in control of the Sub-Advisor that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Advisor agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s) of the Trust to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. In the event that such proposed change in control of the Sub-Advisor shall occur following either: (i) receipt by the Advisor and the Trust of an exemptive order issued by the SEC with respect to the appointment of sub-advisors absent shareholder approval, or (ii) the adoption of proposed Rule 15a-5 under the 1940 Act, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a statement, required by the exemptive order or Rule 15a-5, containing all information that would be included in a proxy statement (an “Information Statement”). In addition, if the Sub-Advisor shall resign, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of an Information Statement.

 

This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

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12. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees, and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law, and unless otherwise permitted pursuant to exemptive relief granted by the SEC or No Action position granted by the SEC or its staff, by a vote of the majority of a Fund’s outstanding securities.

 

13. Confidentiality. Any information or recommendations supplied by either the Advisor or the Sub-Advisor, that are not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including portfolio holdings of the Trust, financial information or other information relating to a party to this Agreement, are to be regarded as confidential (“Confidential Information”) and held in the strictest confidence. Except as may be required by applicable law or rule or as requested by regulatory authorities having jurisdiction over a party to this Agreement, Confidential Information may be used only by the party to which said information has been communicated and such other persons as that party believes are necessary to carry out the purposes of this Agreement, the custodian, and such persons as the Advisor may designate in connection with the Sub-Advisor Assets. Nothing in this Agreement shall be construed to prevent the Sub-Advisor from giving other entities investment advice about, or trading on their behalf, in the securities of a Fund or the Advisor.

 

14. Use of Sub-Advisor’s Name. During the term of this Agreement, the Advisor shall have permission to use the Sub-Advisor’s name in the marketing of the Fund, and agrees to furnish the Sub-Advisor at its principal office all prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Advisor in any way.

 

15. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

  (a)  If to the Advisor:
     
    Mercer Investments LLC
    99 High Street
    Boston, MA 02110
    Attention:  Chief Counsel
     
  (b) If to the Sub-Advisor:
     
    O’Shaughnessy Asset Management, LLC
    6 Suburban Avenue
    Stamford, CT  06901
    Attention:  Chris Loveless, President & COO
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16. Governing Law. This Agreement shall be governed by the internal laws of the State of New York without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

17. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

 

18. Severability. 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.

 

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” “affiliates,” “controlling persons” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC, and the term “Fund” or “Funds” shall refer to those Fund(s) for which the Sub-Advisor provides investment management services and as are listed on Exhibit A to this Agreement.

 

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

 

ADVISOR

MERCER INVESTMENTS LLC

 

By:  /s/ Larry Vasquez  
  Larry Vasquez  
  Vice President  

 

SUB-ADVISOR

O’SHAUGHNESSY ASSET MANAGEMENT, LLC

 

By:  /s/ Christopher S. Loveless  
  Christopher S. Loveless  
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EXHIBIT 99d29

 

SUB-ADVISORY AGREEMENT

 

AGREEMENT made as of the 31st day of July 2020 by and between Mercer Investments LLC, a Delaware limited liability company (the “Advisor”), and Western Asset Management Company, LLC a California limited liability company (the “Sub-Advisor”).

 

WHEREAS, the Advisor and the Sub-Advisor are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and

 

WHEREAS, the Advisor has been retained to act as investment adviser pursuant to an Investment Advisory Agreement, dated July 1, 2014 (the “Advisory Agreement”), with Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, the Advisory Agreement permits the Advisor, subject to the supervision and direction of the Trust’s Board of Trustees, to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

 

WHEREAS, pursuant to a sub-advisory agreement dated June 25, 2018 (the “Prior Agreement”), the Advisor had retained the Sub-Advisor to assist the Advisor in the provision of a continuous investment program for that portion of one or more of the Trust’s series’ (each a “Fund”) assets which the Advisor assigned to the Sub-Advisor (the “Sub-Advisor Assets”); and

 

WHEREAS, effective July 31, 2020, the Sub-Advisor underwent a “change of control” constituting an assignment of the Prior Agreement and resulting in its automatic termination pursuant to its terms and Section 15 of the 1940 Act; and

 

WHEREAS, the Advisor desires to continue to retain the Sub-Advisor to manage the Sub-Advisor Assets and the Sub-Advisor is willing to continue to render such services, subject to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of mutual covenants recited below, the parties agree and promise as follows:

 

1. Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence in performing its services under this Agreement as the Sub-Advisor exercises in performing similar services with respect to other

 

fiduciary accounts for which the Sub-Advisor has investment responsibilities, and that a prudent manager would exercise under the circumstances.

 

2. Duties of the Sub-Advisor.

 

(a) Investments. The Sub-Advisor is hereby authorized and directed, and hereby agrees, subject to the stated investment objectives, policies and restrictions of each Fund as set forth in such Fund’s prospectus and statement of additional information as currently in effect and as amended from time to time (collectively referred to as the “Prospectus”) and subject to the directions of the Advisor and the Trust’s Board of Trustees, to purchase, hold and sell investments for the Sub-Advisor Assets and to monitor such investments on an ongoing basis. In providing these services, the Sub-Advisor will conduct an ongoing program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Advisor Assets. The Advisor agrees to provide the Sub-Advisor information concerning (i) a Fund; (ii) its assets available or to become available for investment; and (iii) the conditions of a Fund’s or the Trust’s affairs as relevant to the Sub-Advisor.

 

(b) Compliance with Applicable Laws, Governing Documents and Trust Compliance Procedures. In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall, with respect to Sub-Advisor Assets, (i) act in conformity with: (A) the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) and By-Laws; (B) the Prospectus; (C) the policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Advisor (together, the “Trust Compliance Procedures”); and (D) the instructions and directions received in writing from the Advisor or the Trustees of the Trust; and (ii) conform to and comply with the requirements of the 1940 Act, the Advisers Act, and all other federal laws applicable to registered investment companies’ and Sub-Advisors’ duties under this Agreement. The Advisor will provide the Sub-Advisor with any materials or information that the Sub-Advisor may reasonably request to enable it to perform its duties and obligations under this Agreement.

 

The Advisor will provide the Sub-Advisor with reasonable advance notice, in writing, of: (i) any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus; (ii) any change to the Trust’s Declaration of Trust or By-Laws; or (iii) any material change in the Trust Compliance Procedures; and the Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall manage the Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Trust or the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus and copies of the revised Trust Compliance Procedures, as applicable, reflecting such changes. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, or otherwise as reasonably requested by the Advisor.

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In order to assist the Trust and the Trust’s Chief Compliance Officer (the “Trust CCO”) to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Advisor shall provide to the Trust CCO: (i) direct access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”), as reasonably requested by the Trust CCO; (ii) quarterly reports confirming that the Sub-Advisor has complied with the Trust Compliance Procedures in managing the Sub-Advisor Assets; and (iii) quarterly certifications that there were no Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) that arose under the Trust Compliance Procedures that related to the Sub-Advisor’s management of the Sub-Advisor Assets.

 

(c) Sub-Advisor Compliance Policies and Procedures. The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

 

(d) Voting of Proxies. Unless otherwise instructed by the Advisor or the Trust, the Sub-Advisor shall have the power, discretion and responsibility to vote, either in person or by proxy, all securities in which the Sub-Advisor Assets may be invested from time to time, and shall not be required to seek instructions from the Advisor, the Trust or a Fund. The Sub-Advisor shall also provide its Proxy Voting Policy (the “Proxy Policy”), and, if requested by the Advisor, a summary of such Proxy Policy suitable for including in the Prospectus, and will provide the Advisor with any material amendment to the Proxy Policy within a reasonable time after such amendment has taken effect. If both the Sub-Advisor and another person managing assets of a Fund have invested in the same security, the Sub-Advisor and such other entity will each have the power to vote its pro rata share of the security.

 

(e) Agent. Subject to any other written instructions of the Advisor or the Trust, the Sub-Advisor is hereby appointed the Advisor’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Advisor shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Sub-Advisor Assets, including, without limitation, brokerage agreements, clearing

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agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements and any other agreements, documents or instruments the Sub-Advisor believes are appropriate or desirable in performing its duties under this Agreement, provided that, the Sub-Advisor’s actions in executing such documents shall comply with federal regulations, all other federal laws applicable to registered investment companies and the Sub-Advisor’s duties and obligations under this Agreement and the Trust’s governing documents.

 

(f) Brokerage. The Sub-Advisor will place orders pursuant to the Sub-Advisor’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Advisor, pursuant to this paragraph. In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek, on behalf of a Fund, the best overall execution available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Fund and/or other accounts over which the Sub-Advisor may exercise investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Advisor to a Fund. Such authorization is subject to termination at any time by the Board of Trustees of the Trust for any reason. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers that are affiliated with the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or other sub-advisors (if applicable) if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Trust’s Rule 17e-1 and Rule 10f-3 procedures. The Advisor will identify all brokers and dealers affiliated with the Trust, the Advisor, and the Trust’s principal underwriter (and the other Sub-Advisors of the Fund, to the extent such information is necessary for the Sub-Advisor to comply with applicable federal securities laws), other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for customers. The Advisor shall promptly furnish a written notice to the Sub-Advisor if the information so provided is no longer accurate.

 

In connection with its management of the Sub-Advisor Assets and consistent with its fiduciary obligation to the Sub-Advisor Assets and other clients, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order

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to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be, over time, the most equitable and consistent with its fiduciary obligations to the Sub-Advisor’s Assets and to such other clients.

 

(g) Securities Transactions. In no instance will any Fund’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or any affiliated person the Trust, the Advisor, the Sub-Advisor or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act, including Rule 17a-7 thereunder.

 

The Sub-Advisor acknowledges that the Advisor and the Trust may rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Advisor hereby agrees that it shall not consult with any other sub-advisor to the Fund with respect to transactions in securities for the Sub-Advisor Assets or any other transactions of Fund assets.

 

The Sub-Advisor is authorized to engage in transactions in which the Sub-Advisor, or an affiliate of the Sub-Advisor, acts as a broker for both the Fund and for another party on the other side of the transaction (“agency cross transactions”). The Sub-Advisor shall effect any such agency cross transactions in compliance with Rule 206(3)-2 under the Advisers Act and any other applicable provisions of the federal securities laws and shall provide the Advisor with periodic reports describing such agency cross transactions. By execution of this Agreement, the Advisor authorizes the Sub-Advisor or its affiliates to engage in agency cross transactions, as described above. The Advisor may revoke its consent at any time by written notice to the Sub-Advisor.

 

The Sub-Advisor hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than the Advisor, the Trust’s custodian, or other persons expressly designated by the Advisor.

 

(h) Code of Ethics. The Sub-Advisor hereby represents that it has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Advisor and the Trust, and any material violation of such policies, and procedures and code of ethics by personnel of the Sub-Advisor, the sanctions imposed in response thereto, and any issues arising under such policies, and procedures and code of ethics shall be reported to the Advisor and the Trust at the times and in the format reasonably requested by the Advisor and the Board of Trustees.

 

(i) Books and Records. The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Sub-Advisor Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be

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maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Advisor further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act.

 

(j) Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

 

(k) Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust.

 

The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

 

(l) Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets.

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(m) Historical Performance Information. To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

 

(n) Regulatory Examinations. The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

 

(o) Delegation. The Sub-Advisor may appoint Western Asset Management Company Limited (“WAMCL”) as its agent and may delegate the exercise of all or any of the Sub-Advisor’s powers, discretion and duties in relation to the management of the Sub-Advisor Assets to WAMCL, subject always to the oversight and supervision of the Advisor. The Sub-Advisor represents and warrants to the Advisor and the Fund that WAMCL is eligible to serve as an investment adviser to an investment company registered under the 1940 Act and that the personnel of WAMCL performing services pursuant to such delegation are Access Persons (within the meaning of Rule 204A-1 under the Advisers Act). The Advisor and the Board of Trustees of the Trust must consent to any such delegation and to the terms and conditions thereof, which will be set forth in a written contract which receives prior approval by the Advisor and the Board of Trustees of the Trust, which may not be materially amended without prior written approval of the Adviser and the Board of Trustees of the Trust, and which provides for its automatic termination in the event this Subadvisory Agreement is terminated for any reason. The Sub-Advisor represents and warrants that such delegation is permitted by and in conformity with the 1940 Act. The Sub-Advisor shall be liable to the Advisor and the Fund for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of WAMCL utilized hereunder as if WAMCL were a party hereto. The Sub-Advisor shall be solely responsible for compensating WAMCL for services rendered, and neither the Advisor nor the Fund may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any WAMCL.

 

3. Independent Contractor. In the performance of its duties hereunder, the Sub-Advisor is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Advisor in any way or otherwise be deemed an agent of a Fund, the Trust or the Advisor.

 

4. Services to Other Clients. Nothing herein contained shall limit the freedom of the Sub-Advisor or any affiliated person of the Sub-Advisor to render investment advisory, supervisory and other services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities. It is understood that the Sub-Advisor may give advice and take action for its other clients that may differ from advice given, or the timing or nature of action taken, for a Fund. The Sub-Advisor is not obligated to initiate transactions for a Fund in any security that the Sub-

7

Advisor, its principals, affiliates or employees may purchase or sell for its or their own accounts or other clients.

 

5. Expenses. During the term of this Agreement, the Sub-Advisor will pay all expenses incurred by it in connection with its activities under this Agreement, other than the costs of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or otherwise acquired, or sold or otherwise disposed of, for a Fund. The Sub-Advisor, at its sole expense, shall employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Trust or the Advisor, as the case may be, shall reimburse the Sub-Advisor for any expenses as may be reasonably incurred by the Sub-Advisor, at the request of and on behalf of a Fund or the Advisor. The Sub-Advisor shall keep and supply to the Trust and the Advisor reasonable records of all such expenses.

 

6. Compensation. For the services provided and the expenses assumed with respect to a Fund pursuant to this Agreement, the Sub-Advisor will be entitled to the fee listed for the Fund(s) on Exhibit A. Such fees will be computed in accordance with Exhibit A.

 

If this Agreement is terminated prior to the end of any calendar quarter, the fee shall be prorated for the portion of any quarter in which this Agreement is in effect according to the proportion which the number of calendar days, during which this Agreement is in effect, bears to the number of calendar days in the quarter, and shall be payable within ten (10) days after the date of termination.

 

7. Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

 

(a) The Sub-Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Sub-Advisor is a limited liability company, duly organized and validly existing under the laws of California, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and

 

(d) The Form ADV of the Sub-Advisor previously provided to the Advisor (a copy of which is attached as Exhibit B to this Agreement) is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate

8

and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.

 

8. Representations and Warranties of the Advisor. The Advisor represents and warrants to the Sub-Advisor and the Trust as follows:

 

(a) The Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Advisor is a corporation duly organized and validly existing under the laws of the State of Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor;

 

(d) The Advisor acknowledges that it received a copy of the Sub-Advisor’s Form ADV (a copy of which is attached as Exhibit B) prior to the execution of this Agreement;

 

(e) The Advisor and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Advisor to enter into this Agreement; and

 

(f) The Advisor and the Trust have policies and procedures designed to detect and deter disruptive trading practices, including “market timing,” and the Advisor and the Trust each agree that they will continue to enforce and abide by such policies and procedures, as amended from time to time, and comply with all existing and future laws relating to such matters or to the purchase and sale of interests in the Funds generally.

 

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Sub-Advisor and the Advisor pursuant to Sections 7 and 8 of this Agreement, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

 

10. Liability and Indemnification.

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(a) Liability. The duties of the Sub-Advisor shall be confined to those expressly set forth herein, with respect to the Sub-Advisor Assets. The Sub-Advisor shall not be liable for any loss arising out of any portfolio investment or disposition hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law that cannot be waived or modified hereby. Under no circumstances shall the Sub-Advisor be liable for any loss arising out of any act or omission taken by another sub-advisor, or any other third party, in respect of any portion of the Trust’s assets not managed by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall either party hereto be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

 

(b) Indemnification. The Sub-Advisor shall indemnify the Advisor, the Trust and each Fund, and their respective affiliates and controlling persons (the “Sub-Advisor Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, which the Advisor, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

 

The Advisor shall indemnify the Sub-Advisor, its affiliates and its controlling persons (the “Advisor Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from, or in connection with, the Advisor’s breach of this Agreement or its representations and warranties herein or as a result of the Advisor’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law; provided, however, that the Advisor Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a result of the Sub-Advisor’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

 

11. Duration and Termination.

 

(a) Duration. This Agreement, unless sooner terminated as provided herein, shall for the Fund(s) listed on Exhibit A attached hereto remain in effect from the date of execution (the “Effective Date”), until two years from the Effective Date, and thereafter, for periods of one year, so long as such continuance thereafter is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each Fund (except as such vote may be unnecessary pursuant to relief granted by an exemptive order from the SEC). The foregoing requirement that continuance of this Agreement be “specifically approved at

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least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

 

(b) Termination. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by: (i) the vote of a majority of the Trustees of the Trust, the vote of a majority of the outstanding voting securities of the Fund, or the Advisor, or (ii) the Sub-Advisor on not less than 90 days written notice to the Advisor and the Trust. This Agreement may also be terminated as to any Fund at any time by any party hereto immediately upon written notice to the other parties in the event of a breach of any provision to this Agreement by any of the parties.

 

This Agreement shall not be assigned and shall terminate automatically in the event of its assignment, except as provided otherwise by any rule, exemptive order issued by the SEC, or No Action Letter provided or pursuant to the 1940 Act, or upon the termination of the Advisory Agreement. In the event that there is a proposed change in control of the Sub-Advisor that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Trust to be required by the 1940 Act or any rule or regulation thereunder, the Sub-Advisor agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s) of the Trust to approve continuation of this Agreement. Such expenses include the costs of preparation and mailing of a proxy statement, and of soliciting proxies. In the event that such proposed change in control of the Sub-Advisor shall occur following either: (i) receipt by the Advisor and the Trust of an exemptive order issued by the SEC with respect to the appointment of sub-advisors absent shareholder approval, or (ii) the adoption of proposed Rule 15a-5 under the 1940 Act, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of a statement, required by the exemptive order or Rule 15a-5, containing all information that would be included in a proxy statement (an “Information Statement”). In addition, if the Sub-Advisor shall resign, the Sub-Advisor agrees to assume all reasonable costs and expenses (including the costs of mailing) associated with the preparation of an Information Statement.

 

This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

 

12. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees, and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law, and unless otherwise permitted pursuant to exemptive relief granted by the SEC or No Action position granted by the SEC or its staff, by a vote of the majority of a Fund’s outstanding securities.

 

13. Confidentiality. Any information or recommendations supplied by either the Advisor or the Sub-Advisor, that are not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including portfolio holdings of the Trust, financial information or other information relating to a

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party to this Agreement, are to be regarded as confidential (“Confidential Information”) and held in the strictest confidence. Except as may be required by applicable law or rule or as requested by regulatory authorities having jurisdiction over a party to this Agreement, Confidential Information may be used only by the party to which said information has been communicated and such other persons as that party believes are necessary to carry out the purposes of this Agreement, the custodian, and such persons as the Advisor may designate in connection with the Sub-Advisor Assets. Nothing in this Agreement shall be construed to prevent the Sub-Advisor from giving other entities investment advice about, or trading on their behalf, in the securities of a Fund or the Advisor.

 

14. Use of Sub-Advisor’s Name. During the term of this Agreement, the Advisor shall have permission to use the Sub-Advisor’s name in the marketing of the Fund, and agrees to furnish the Sub-Advisor at its principal office all prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Advisor in any way.

 

15. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

  (a)  If to the Advisor:
     
   

Mercer Investments LLC

99 High Street

Boston, MA 02110

Attention: Chief Counsel

     
  (b)

If to the Sub-Advisor:

     
   

Western Asset Management Company, LLC

385 E. Colorado Blvd.

Pasadena, CA 91101

Attention: Chief Counsel

 

16. Governing Law. This Agreement shall be governed by the internal laws of the State of New York without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

17. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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18. Severability. 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.

 

19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” “affiliates,” “controlling persons” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC, and the term “Fund” or “Funds” shall refer to those Fund(s) for which the Sub-Advisor provides investment management services and as are listed on Exhibit A to this Agreement.

 

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

 

ADVISOR

MERCER INVESTMENTS LLC

 

By: /s/  Stan Mavromates  
       
    Stan Mavromates
    Chief Investment Officer

 

SUB-ADVISOR

WESTERN ASSET MANAGMENT COMPANY, LLC

 

By: /s/  Karlen Powell  
       
    Karlen Powell
    Manager of Client Service Support
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EXHIBIT 99d30

 

SUB SUB-ADVISORY AGREEMENT

 

AGREEMENT made as of the 31st day of July, 2020 by and between Western Asset Management Company, LLC, a California limited liability company (the “Advisor”), and Western Asset Management Company Limited, a private limited company incorporated in England and Wales (the “Sub-Advisor”).

 

WHEREAS, the Advisor and the Sub-Advisor are registered investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and

 

WHEREAS, the Sub-Advisor is authorized and regulated by the Financial Conduct Authority established to regulate the financial services industry in the United Kingdom, located at 25 The North Colonnade, Canary Wharf, London E14 5HS (“FCA”) and must comply with the rules established by the FCA (“FCA Rules”); and

 

WHEREAS, the Advisor has been retained to act as investment sub-advisor pursuant to a Sub-Advisory Agreement, dated of even date herewith (the “Sub-Advisory Agreement”), with Mercer Investments LLC (“Mercer”) with respect to the management of a portion of the assets of one or more series of Mercer Funds (the “Trust”), a Delaware statutory trust registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), which consists of several separate series of shares, each having its own investment objectives and policies, and which is authorized to create additional series in the future; and

 

WHEREAS, pursuant to a sub-subadvisory agreement dated June 25, 2018 (the “Prior Agreement”), the Advisor had delegated certain powers, discretion and duties in relation to the management of its allocated portion of one or more series of the Trust to the Sub-Advisor; and

 

WHEREAS, effective as of the date of this agreement, the Advisor underwent a “change of control” constituting an assignment of the Prior Agreement and resulting in its automatic termination pursuant to its terms and Section 15 of the 1940 Act; and

 

WHEREAS, the Advisor desires to continue to delegate the exercise of all or any of the Advisor’s powers, discretion and duties in relation to the management of its allocated portion of one or more series of the Trust to the Sub-Advisor, which the Advisor is permitted to do pursuant to Section 2(o) of the Sub-Advisory Agreement; and

 

WHEREAS, the Advisor desires to continue to retain the Sub-Advisor to assist the Advisor, as necessary or desirable, in the provision of the services contemplated by the Sub-Advisory Agreement for that portion of one or more of the Trust’s series’ (each a “Fund”) assets with respect to which the Advisor has discretionary authority under the Sub-Advisory Agreement (the “Sub-Advisor Assets”), and Mercer and the board of trustees of the Trust have approved the same, and the Sub-Advisor is willing to render such services, subject to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of mutual covenants recited below, the parties agree and promise as follows:

 

1. Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor, and Mercer and the board of trustees of the Trust have approved such appointment, as its agent and may delegate the exercise of all or any of the Advisor’s powers, discretion and duties in relation to the management of the Sub-Advisor Assets to the Sub-Advisor. The Advisor and the Fund will be classified as Professional Clients as defined by the FCA Rules. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence in performing its services under this Agreement as the Sub-Advisor exercises in performing similar services with respect to other fiduciary accounts for which the Sub-Advisor has investment responsibilities, and that a prudent manager would exercise under the circumstances.

 

2. Duties of the Sub-Advisor.

 

(a) Investments. The Sub-Advisor is hereby authorized and directed, and hereby agrees, subject to the stated investment objectives, policies and restrictions of each Fund as set forth in such Fund’s prospectus and statement of additional information as currently in effect and as amended from time to time (collectively referred to as the “Prospectus”) and subject to the directions of the Advisor, Mercer and the Trust’s Board of Trustees, to purchase, hold and sell investments for the Sub-Advisor Assets and to monitor such investments on an ongoing basis. In providing these services, the Sub-Advisor will conduct an ongoing program of investment, evaluation and, if appropriate, sale and reinvestment of the Sub-Advisor Assets. The Advisor agrees to provide the Sub-Advisor information concerning (i) a Fund; (ii) its assets available or to become available for investment; and (iii) the conditions of a Fund’s or the Trust’s affairs as relevant to the Sub-Advisor. For the avoidance of doubt, the Subadviser’s authority to manage the Sub-Advisor Assets shall not exceed the Advisor’s authority under the Sub-Advisory Agreement

 

(b) Compliance with Applicable Laws, Governing Documents and Trust Compliance Procedures. In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall, with respect to Sub-Advisor Assets, (i) act in conformity with: (A) the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) and By-Laws; (B) the Prospectus; (C) the policies and procedures for compliance by the Trust with the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) provided to the Sub-Advisor (together, the “Trust Compliance Procedures”); and (D) the instructions and directions received in writing from the Advisor or the Trustees of the Trust; and (ii) conform to and comply with the requirements of the 1940 Act, the Advisers Act, and all other federal laws applicable to registered investment companies’ and Sub-Advisor’s duties under this Agreement. The Advisor will provide the Sub-Advisor with any materials or information that the Sub-Advisor may reasonably request to enable it to perform its duties and obligations under this Agreement.

 

The Advisor will provide the Sub-Advisor with reasonable advance notice, in writing, of: (i) any change in a Fund’s investment objectives, policies and restrictions as

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stated in the Prospectus; (ii) any change to the Trust’s Declaration of Trust or By-Laws; or (iii) any material change in the Trust Compliance Procedures; and the Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall manage the Sub-Advisor Assets consistently with such changes, provided the Sub-Advisor has received such prior notice of the effectiveness of such changes from the Trust or the Advisor. In addition to such notice, the Advisor shall provide to the Sub-Advisor a copy of a modified Prospectus and copies of the revised Trust Compliance Procedures, as applicable, reflecting such changes. The Sub-Advisor hereby agrees to provide to the Advisor in a timely manner, in writing, such information relating to the Sub-Advisor and its relationship to, and actions for, a Fund as may be required to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, or otherwise as reasonably requested by the Advisor.

 

(c) Voting of Proxies. Unless otherwise instructed by the Advisor or the Trust, the Sub-Advisor shall have the power, discretion and responsibility to vote, either in person or by proxy, all securities in which the Sub-Advisor Assets may be invested from time to time, and shall not be required to seek instructions from the Advisor, the Trust or a Fund. The Sub-Advisor shall also provide its Proxy Voting Policy (the “Proxy Policy”), and, if requested by the Advisor, a summary of such Proxy Policy suitable for including in the Prospectus, and will provide the Advisor with any material amendment to the Proxy Policy within a reasonable time after such amendment has taken effect. If both the Sub-Advisor and another person managing assets of a Fund have invested in the same security, the Sub-Advisor and such other entity will each have the power to vote its pro rata share of the security.

 

(d) Agent. Subject to any other written instructions of the Advisor or the Trust, the Sub-Advisor is hereby appointed the Advisor’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Sub-Advisor shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Sub-Advisor Assets, including, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements and any other agreements, documents or instruments the Sub-Advisor believes are appropriate or desirable in performing its duties under this Agreement, provided that, the Sub-Advisor’s actions in executing such documents shall comply with federal regulations, all other federal laws applicable to registered investment companies and the Sub-Advisor’s duties and obligations under this Agreement and the Trust’s governing documents.

 

(e) Brokerage. The Sub-Advisor will place orders pursuant to the Sub-Advisor’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Advisor, pursuant to this paragraph. In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek, on behalf of a Fund, the best overall execution available. The Advisor acknowledges that certain transactions made by the Sub-Advisor on behalf of the Fund may be subject to the provisions of Directive 2014/65/EU on markets in financial instruments, Regulation (EU)_No 600/2014 on markets in financial instruments and any

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secondary legislation, rules, regulations and procedures made pursuant thereto (“MiFID II”), which applies certain transaction and position reporting obligations directly on the Sub-Advisor in respect of assets in the Fund, including but with limitation, the procurement of a valid code made up of 20 alphanumerical digits which is used to uniquely identify every legal entity or structure, in any jurisdiction, that is party to a financial transaction (“Legal Entity Identifier”). The Advisor agrees to provide, in a timely fashion, all such information (including, but not limited to, the Fund’s Legal Entity Identifier) and documentation relating to the Fund as the Sub-Advisor may from time to time reasonably request in relation to the MiFID II transaction and position reporting obligations. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Fund and/or other accounts over which the Sub-Advisor may exercise investment discretion. In executing transactions, the Sub-Advisor will provide Best Execution as required under the FCA Rules and in accordance with the Order Execution Policy in order to obtain the best possible execution result for a Fund. In determining Best Execution, the Sub-Advisor monitors and assesses the quality of trade decisions by considering a number of factors, such as price, the cost of the transaction, the need for timely execution, the liquidity of the market, the size of the order and the nature of the transaction. If the Advisor imposes directed brokerage requirements or highly specific investment guidelines, the Sub-Advisor will endeavor to obtain Best Execution while operating within these restraints. The Advisor hereby confirms that it consents to the Order Execution Policy. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Advisor to a Fund. Such authorization is subject to termination at any time by the Advisor for any reason. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers that are affiliated with the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or other sub-advisors (if applicable) if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Trust’s Rule 17e-1 and Rule 10f-3 procedures. The Advisor will identify all brokers and dealers affiliated with the Trust, the Advisor, and the Trust’s principal underwriter (and the other Sub-Advisors of the Fund, to the extent such information is necessary for the Sub-Advisor to comply with applicable federal securities laws), other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for

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customers. The Advisor shall promptly furnish a written notice to the Sub-Advisor if the information so provided is no longer accurate.

 

In connection with its management of the Sub-Advisor Assets and consistent with its fiduciary obligation to the Sub-Advisor Assets and other clients, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be, over time, the most equitable and consistent with its fiduciary obligations to the Sub-Advisor’s Assets and to such other clients.

 

(f) Securities Transactions. In no instance will any Fund’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust’s principal underwriter, or any affiliated person the Trust, the Advisor, the Sub-Advisor or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act, including Rule 17a-7 thereunder.

 

The Sub-Advisor acknowledges that the Advisor and the Trust may rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Advisor hereby agrees that it shall not consult with any other sub-advisor to the Fund with respect to transactions in securities for the Sub-Advisor Assets or any other transactions of Fund assets.

 

The Sub-Advisor is authorized to engage in transactions in which the Sub-Advisor, or an affiliate of the Sub-Advisor, acts as a broker for both the Fund and for another party on the other side of the transaction (“agency cross transactions”). The Sub-Advisor shall effect any such agency cross transactions in compliance with Rule 206(3)-2 under the Advisers Act and any other applicable provisions of the federal securities laws and shall provide the Advisor with periodic reports describing such agency cross transactions. By execution of this Agreement, the Advisor authorizes the Sub-Advisor or its affiliates to engage in agency cross transactions, as described above. The Advisor may revoke its consent at any time by written notice to the Sub-Advisor.

 

The Sub-Advisor hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than the Advisor, the Trust’s custodian, or other persons expressly designated by the Advisor.

 

The Advisor acknowledges that certain information about transactions the Sub-Advisor enters into on the Fund’s behalf may be made public and that the Sub-Advisor will be required to report the details of certain transactions to the FCA, in some places, via third parties, in accordance with FCA Rules.

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(g) Code of Ethics. The Sub-Advisor hereby represents that it has adopted policies and procedures and a code of ethics that meet the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Copies of such policies and procedures and code of ethics and any changes or supplements thereto shall be delivered to the Advisor and the Trust, and any material violation of such policies, and procedures and code of ethics by personnel of the Sub-Advisor, the sanctions imposed in response thereto, and any issues arising under such policies, and procedures and code of ethics shall be reported to the Advisor and the Trust at the times and in the format reasonably requested by the Advisor and the Board of Trustees.

 

(h) Books and Records. The Sub-Advisor shall maintain separate detailed records of all matters pertaining to the Sub-Advisor Assets, including, without limitation, brokerage and other records of all securities transactions. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Advisor on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust upon request. The Sub-Advisor further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act.

 

(i) Information Concerning Sub-Advisor Assets and the Sub-Advisor. From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any material changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

 

The Sub-Advisor shall provide the Advisor and/or Mercer with such information, materials, certifications and/or reports that the Advisor and/or Mercer reasonably requests to enable the Advisor to discharge its duties under the Subadvisory Agreement and to enable Mercer to discharge its supervisory and oversight responsibilities to the Fund (including, without limitation, to assist the Trust’s Chief Compliance Officer to satisfy the requirements contained in Rule 38a-1 under the 1940 Act).

 

(j) Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee, the Sub-Advisor hereby agrees to provide additional assistance to

6

the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust.

 

The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

 

(k) Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets.

 

(l) Historical Performance Information. To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

 

(m) Regulatory Examinations. The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

 

3. Independent Contractor. In the performance of its duties hereunder, the Sub-Advisor is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Advisor in any way or otherwise be deemed an agent of a Fund, the Trust or the Advisor.

 

4. Services to Other Clients. Nothing herein contained shall limit the freedom of the Sub-Advisor or any affiliated person of the Sub-Advisor to render investment advisory, supervisory and other services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities. It is understood that the Sub-Advisor may give advice and take action for its other clients that may differ from advice given, or the timing or nature of action taken, for a Fund. The Sub-Advisor is not obligated to initiate transactions for a Fund in any security that the Sub-Advisor, its principals, affiliates or employees may purchase or sell for its or their own accounts or other clients.

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5. Expenses. During the term of this Agreement, the Sub-Advisor will pay all expenses incurred by it in connection with its activities under this Agreement, other than the costs of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased or otherwise acquired, or sold or otherwise disposed of, for a Fund. The Sub-Advisor, at its sole expense, shall employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.

 

6. Compensation. Any compensation arrangements may be agreed from time to time between the Advisor and Sub-Advisor.

 

7. Representations and Warranties of the Sub-Advisor. The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

 

(a) The Sub-Advisor is authorized and regulated by the FCA and registered as an investment adviser under the Advisers Act;

 

(b) The Sub-Advisor is a private limited company, duly organized and validly existing under the laws of England and Wales, with the power to own and possess its assets and carry on its business as it is now being conducted; and

 

(c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor.

 

8. Representations and Warranties of the Advisor. The Advisor represents and warrants to the Sub-Advisor and the Trust as follows:

 

(a) The Advisor is registered as an investment adviser under the Advisers Act;

 

(b) The Advisor is a limited liability company, duly organized and validly existing under the laws of the State of California, with the power to own and possess its assets and carry on its business as it is now being conducted;

 

(c) The execution, delivery and performance by the Advisor of this Agreement are within the Advisor’s powers and have been duly authorized by all necessary corporate and/or limited liability company action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable

8

law, rule or regulation; (ii) the Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; and

 

(d) Mercer and the Trust have duly entered into the Sub-Advisory Agreement pursuant to which Mercer authorized the Advisor to enter into this Agreement with the Sub-Advisor.

 

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Sub-Advisor and the Advisor pursuant to Sections 7 and 8 of this Agreement, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true.

 

10. Liability and Indemnification. Any liability and/or indemnification arrangements may be agreed between the Advisor and Sub-Advisor from time to time.

 

11. Duration and Termination.

 

(a) Duration. This Agreement, unless sooner terminated as provided herein, shall remain in effect remain in effect from the date of execution (the “Effective Date”), until two years from the Effective Date, and thereafter, for periods of one year, so long as such continuance thereafter is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each Fund (except as such vote may be unnecessary pursuant to relief granted by an exemptive order from the SEC). The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder, provided that the the Sub-Advisory Agreement remains in full force and effect.

 

(b) Termination. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by the Sub-Advisor on not less than 90 days written notice to the Advisor. This Agreement may also be terminated as to any Fund at any time by either party hereto immediately upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party. This Agreement shall terminate automatically in the event the Sub-Advisory Agreement is terminated.

 

This Agreement shall not be assigned and shall terminate automatically in the event of its assignment and shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

 

12.  Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by Mercer.

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13. Confidentiality. Any information or recommendations supplied by either the Advisor or the Sub-Advisor, that are not otherwise in the public domain or previously known to the other party in connection with the performance of its obligations and duties hereunder, including portfolio holdings of the Trust, financial information or other information relating to a party to this Agreement, are to be regarded as confidential (“Confidential Information”) and held in the strictest confidence. Except as may be required by applicable law or rule or as requested by regulatory authorities having jurisdiction over a party to this Agreement, Confidential Information may be used only by the party to which said information has been communicated and such other persons as that party believes are necessary to carry out the purposes of this Agreement, the custodian, and such persons as the Advisor may designate in connection with the Sub-Advisor Assets. Nothing in this Agreement shall be construed to prevent the Sub-Advisor from giving other entities investment advice about, or trading on their behalf, in the securities of a Fund or Mercer.

 

14. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

 

  (a)  If to the Advisor:
     
    Western Asset Management Company, LLC
385 East Colorado Blvd
Pasadena, CA 91101
Attention: Chief Counsel

 

  (b)  If to the Sub-Advisor:
     
    Western Asset Management Company Limited
10 Exchange Square
Primrose Street
London EC2A 2EN, United Kingdom
Attention: Chief Counsel
   
   
   
   

 

15. Governing Law. This Agreement shall be governed by the internal laws of the State of California without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

16. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

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17. Severability. 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.

 

18. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” “affiliates,” “controlling persons” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC, and the term “Fund” or “Funds” shall refer to those Fund(s) for which the Sub-Advisor provides investment management services and as are listed on Exhibit A to this Agreement.

 

19. Miscellaneous.

 

(a) In accordance with the FCA Rules, the Sub-Advisor hereby notifies the Advisor that all formal complaints should in the first instance be made in writing to the Sub-Advisor’s CCO in accordance with Clause 14. A copy of the Sub-Advisor’s complaints handling policy is available on request and will otherwise be provided in accordance with the FCA Rules.

 

(b) Subject to compliance with the FCA Rules, either party to this Agreement may record telephone conversations with the other. The Sub-Advisor may record or monitor telephone conversations and other communications with or by the Advisor (including mails, emails or documentation of client orders made at meetings). The Advisor agrees that the Sub-Advisor may deliver copies or transcripts of such recordings to any court or competent regulatory authority. A copy of any such conversations with the Advisor and communications with the Advisor will be available on request for a period of five years (or, where requested by the FCA, for a period of up to seven years) from the date when the record is made.

 

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

 

ADVISOR

WESTERN ASSET MANAGEMENT COMPANY, LLC

 

By: /s/ Karlen Powell
  Karlen Powell
  Manager of Client Service Support

 

SUB-ADVISOR

WESTERN ASSET MANAGMENT COMPANY LIMITED

 

By: /s/ Marzo Bernardi
  Marzo Bernardi
  Director
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EXHIBIT 99e1

 

Distribution Agreement

 

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction on September 30, 2021 (as defined below) (the “Closing Date”), is by and between MGI Funds Distributors, LLC (the “Distributor”) and Mercer Funds (“Fund Company”).

 

WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”).

 

Effective as of the Closing Date, the Fund Company, on behalf of each series thereof (each a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of April 1, 2019, as amended (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

 

Section 5.B of the Existing Agreement is amended by updating the Adviser’s name from Mercer Investment Management, Inc. to Mercer Investments LLC.

 

Unless sooner terminated as provided herein, this Agreement shall continue for an initial one- year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds’ board of trustees or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this Agreement and who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval (for clarity, the “in person” requirement may be met by complying with the conditions of any in-force exemptive order, guidance, or rulemaking issued by the Securities and Exchange Commission permitting such action to be taken by means of communication that allows all trustees participating to hear each other simultaneously during the meeting). This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

 

IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be executed as of September 30. 2021.

 

MGI FUNDS DISTRIBUTORS, LLC   MERCER FUNDS  
           
By:  /s/ Mark Fairbanks   By:  /s/ Rich Joseph  
  Name:  Mark Fairbanks   Name: Rich Joseph
  Title:  Vice President   Title:    President and Chief Executive Officer
 

Exhibit 99.i1

 

DECHERT LLP

1900 K Street, N.W.

Washington, D.C. 20006

(202) 261-3300

 

July 29, 2022

 

Mercer Funds

99 High Street

Boston, Massachusetts 02110

 

Ladies and Gentlemen:

 

We have acted as counsel for Mercer Funds (the “Trust”) and are familiar with the Trust’s registration statement under the Investment Company Act of 1940, as amended, and with the registration statement relating to its shares under the Securities Act of 1933, as amended (collectively, the “Registration Statement”). The Trust is organized as a statutory trust under the laws of the State of Delaware.

 

We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Trust’s Amended and Restated Declaration of Trust as currently in effect; (ii) the Trust’s Amended and Restated By-Laws as currently in effect; (iii) Post-Effective Amendment No. 50 to the Registration Statement, and (iv) such other materials relating to the authorization and issuance of shares of beneficial interest of the Trust, and such other documents and matters as we have deemed necessary to enable us to give this opinion.

 

Based upon the foregoing, we are of the opinion that the Trust’s shares to be sold pursuant to Post-Effective Amendment No. 50 to the Registration Statement, when it is effective with the Securities and Exchange Commission, will have been validly authorized and, when sold in accordance with the terms of such Registration Statement and the requirements of applicable federal and state law and delivered by the Trust against receipt of the net asset value of the shares of the Trust, as described in Post-Effective Amendment No. 50 to the Registration Statement, will have been legally and validly issued and will be fully paid and nonassessable by the Trust.

 

We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 50 to the Registration Statement, to be filed with the Securities and Exchange Commission in connection with the continuous offering of the Trust’s shares of beneficial interest, as indicated above, and to references to our firm, as counsel to the Trust, in the Trust’s Statement of Additional Information to be dated as of the effective date of Post-Effective Amendment No. 50 to the Registration Statement and in any revised or amended versions thereof, until such time as we revoke such consent.

 

 

Very truly yours,

 

/s/ Dechert LLP

 

Exhibit 99.j1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-123467 on Form N-1A of our report dated May 24, 2022, relating to the financial statements and financial highlights of Mercer US Large Cap Equity Fund, Mercer US Small/Mid Cap Equity Fund, Mercer Non-US Core Equity Fund, Mercer Emerging Markets Equity Fund, Mercer Global Low Volatility Equity Fund, Mercer Core Fixed Income Fund, and Mercer Opportunistic Fixed Income Fund, each a series of Mercer Funds, appearing in the Annual Report on Form N-CSR of Mercer Funds for the year ended March 31, 2022, and to the references to us under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

July 27, 2022

 

EXHIBIT 99p1

 

 

Code of Ethics

 

SUMMARY

The Board of Trustees (the “Board”) of the Mercer Funds (each a “Fund” and, collectively, the “Funds”), including a majority of those Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) of the Funds, (the “Independent Trustees”) has adopted this Code of Ethics (the “Code”) pursuant to Rule 17j-1. This Code is designed to provide the Funds with a high level of confidence that the activities of covered persons and service providers do not conflict with the interests of the Funds or their shareholders.

 

The Funds are committed to maintaining the highest ethical standards. An important element of the Funds’ commitment is their philosophy of always putting shareholder interests ahead of the interests of the Funds’ officers, trustees and service providers. This means that covered persons of the Funds must conduct their personal securities transactions in a manner that is consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of their positions of trust and responsibility. It also means that covered persons must ensure that their decisions are not based on information they have obtained as a result of their position with the Funds.

 

SCOPE

This policy applies to the Mercer Funds.

 

Policy statement

It is unlawful for a covered person in connection with his or her purchase or sale, directly or indirectly, of a reportable security held or to be acquired by the Fund:

To employ any device, scheme or artifice to defraud the Fund;  
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;  
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or  
To engage in any manipulative practice with respect to the Fund.  
   
This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.
 

 

COMPLIANCE POLICY: CODE OF ETHICS

JUNE 17, 2019

 

Procedures

Who is covered by the Code?

This Code governs personal investment activities by officers and trustees of the Funds (each a “covered person,” and, collectively, “covered persons”). It also applies to each Fund’s investment adviser and subadviser(s) and their employees. Upon the determination that a person is a covered person, the Funds’ Chief Compliance Officer (the “CCO”) will provide the covered person with a copy of this Code and inform them of their reporting obligations under the Code. Covered persons who are subject to a separate code of ethics that is compliant with Rule 17j-1 under the 1940 Act are exempt from this Code.

 

What securities are covered by the Code?

For purposes of the Code, reportable security means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include:

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; and
Shares issued by open-end mutual funds.

 

Reportable security generally includes any type of equity or debt security (such as common and preferred stocks, and corporate bonds or notes) and any instrument representing, or any rights relating to, a security (such as certificates of participation, depository receipts, put and call options, warrants, convertible securities and securities indices).

 

What accounts are covered by the Code?

For purposes of this Code, an account includes all securities accounts in which a covered person has a beneficial interest or over which a covered person has investment discretion or other control or influence. They include accounts held at a broker-dealer, transfer agent, investment adviser or other financial services firm. They also include IRAs, 401(k) accounts held at Marsh & McLennan Companies, Inc. (“MMC”) or another employer and brokerage accounts established by MMC on behalf of a covered person for purposes of holding MMC equity received in connection with a bonus deferral, long-term-incentive award, or other incentive program. They do not include accounts over which a covered person has no direct or indirect influence or control.

 

  2

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: CODE OF ETHICS

JUNE 17, 2019

 

Pre-approval of Initial Public Offerings and Limited Offerings

Covered persons must obtain approval from the CCO before directly or indirectly acquiring beneficial ownership1 in any securities in an initial public offering or in a limited offering.2 Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four hours.

 

Reporting requirements

Covered persons must report the information set forth below to the CCO. The CCO will identify covered persons who are required to make these reports and inform those covered persons of their reporting obligations under the Code. In addition, the CCO will review on a regular basis the reports filed pursuant to the Code.

 

Initial holdings report

Covered persons must disclose the following information to the CCO within 10 calendar days of becoming a covered person:

The title, number of shares and principal amount of each reportable security in which the covered person had any direct or indirect beneficial ownership when the person became a covered person; and
The name of any broker, dealer or bank with which the covered person maintained an account in which any securities were held for the direct or indirect benefit of the covered person as of the date the person became a covered person.

 

Initial holdings reports must be submitted using the form provided by the CCO, must be dated and must contain information that is current as of a date no more than 45 calendar days prior to becoming a covered person.

 

Annual holdings report

Annually, covered persons disclose the following information to the CCO:

The title, number of shares and principal amount of each reportable security in which the covered person had any direct or indirect beneficial ownership; and
The name of any broker, dealer or bank with which the covered person maintained an account in which any securities were held for the direct or indirect benefit of the covered person.

 

 

 

1 Beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

2 A limited offering 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 Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

 

  3

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: CODE OF ETHICS

JUNE 17, 2019

 

Annual holdings reports must be submitted using the form provided by the CCO, must be dated and must contain information that is current as of a date no more than 45 calendar days prior to the submission of the report.

 

Quarterly transactions reports

Covered persons must disclose the following information to the CCO within 10 calendar days after the end of a calendar quarter with respect to any transaction during the quarter in a reportable security in which the covered person had any direct or indirect beneficial ownership:

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each reportable security involved;
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
The price of the reportable security at which the transaction was effected; and
The name of the broker, dealer or bank with or through which the transaction was effected

 

Covered persons must disclose the following information to the CCO within 10 days after the end of a calendar quarter with respect to any account established by the covered person in which any securities were held during the quarter for the direct or indirect benefit of the covered person:

The name of the broker, dealer or bank with whom the covered person established the account; and
The date the account was established,

 

Quarterly transaction reports must be submitted using the form provided by the CCO and must be dated. Covered persons are deemed to have complied with the transaction reporting requirements of this section if the CCO receives duplicate statements and confirmations directly from their brokers.

 

Exceptions from reporting requirements

Covered persons do not need to report transactions effected for, and reportable securities held in, any account over which the person has no direct or indirect influence or control.

Independent Trustees need not make:

An initial holdings report;
An annual holdings report; or
A quarterly transaction report, unless the Independent Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately before or after the Trustee’s transaction in a reportable security, a Fund purchased or sold the reportable security, or a Fund or its investment adviser or subadviser considered purchasing or selling the reportable security.

 

Approval Requirements; Application to the Funds’ Subadvisers

This Code and any material changes to it must be approved by the Board, including a majority of the Independent Trustees. In addition, before initially retaining any subadviser, the Board, including a majority of the Independent Trustees, must also approve the code of ethics of such subadviser and must approve any material change to such codes of ethics within six months after the adoption of the material change.

 

  4

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: CODE OF ETHICS

JUNE 17, 2019

 

Each such approval must be based on a determination that the code of ethics in question contains provisions reasonably necessary to prevent covered persons from engaging in any conduct prohibited by Rule 17j-1. Before approving this Code, or a subadviser’s code of ethics or any material amendments thereto, the Board must have received a certification from the relevant entity that it has adopted procedures reasonably necessary to prevent covered persons from violating such entity’s code of ethics.

 

Mercer and each subadviser are responsible for enforcing their own respective codes of ethics and reporting to the CCO on a timely basis any violations of the code of ethics and resulting sanctions. In addition, each year, Mercer and each subadviser must provide the Board with:

A written report that describes any issues arising under its code of ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
A certification that it has adopted procedures reasonably necessary to prevent covered persons from violating the code.

 

Administration

Federal law requires that a code of ethics must not only be adopted but must also be enforced with reasonable diligence. The CCO will keep records of any violation of the Code and of the actions taken as a result of such violations.

 

Review

The CCO will review on a regular basis the reports filed pursuant to the Code. In this regard, the CCO will give special attention to evidence, if any, of potential violations of the antifraud provisions of the federal securities laws or the procedural requirements or ethical standards set forth in the Code.

 

Violations

When potential violations of the Code come to the attention of the CCO, the CCO will investigate the matter. Upon completion of the investigation, if necessary, the matter will be reviewed with the Board, and a determination will be made as to whether any sanction should be imposed as detailed below.

 

Violations of this Code may result in the imposition of such sanctions as the Board deems appropriate under the circumstances, which may include, but are not limited to, removal from office. The Board may take into account any factors that it determines to be appropriate in imposing sanctions. Such factors may include, but are not limited to, your history of compliance, the nature of the violation, whether the violation was intentional or inadvertent and any harm suffered by a client. Violations of this Code also may result in criminal prosecution or civil action.

 

Annual reports to the Board

No less frequently than annually, the CCO will provide the Board with a written report that:

 

  5

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: CODE OF ETHICS

JUNE 17, 2019

 

Describes any issues arising under the Code since the last report to the Board, 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 Funds have adopted procedures reasonably necessary to prevent covered persons from violating the code.

 

Maintenance of Records

The Funds, Mercer and the Funds’ subadvisers must, at their respective principal places of business, maintain records in the manner and to the extent set forth below, and must make these records available to the Securities and Exchange Commission (the “SEC”) or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

A copy of each Code for the organization that is in effect, or at any time within the past seven years was in effect, must be maintained in an easily accessible place;
A record of any violation of the Code, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least seven years after the end of the fiscal year in which the violation occurs;
A copy of each report made by a covered person required herein must be maintained for at least seven years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;
A record of all persons, currently or within the past seven years, who are or were required to make reports as required herein, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and
A copy of each report as required herein must be maintained for at least seven years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

 

Exemptions

The CCO may grant exemptions from the requirements of this Code in appropriate circumstances upon written request from a covered person. The decision to grant a request for exemption is solely within the discretion of the CCO.

 

resources

Any questions regarding this policy and these procedures should be raised with the CCO.

 

 

  Last Amended:   June 17, 2019
  Last Reviewed:   October 29, 2021

 

  6

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

EXHIBIT 99p2

 

 

PERSONAL INVESTING

 

SUMMARY

 

All Mercer colleagues are subject to the Marsh & McLennan Companies (“MMC”) Code of Conduct – The Greater Good. The Greater Good sets out standards for colleagues dealing with potentially complex ethical decisions. It also provides basic information to colleagues regarding MMC’s procedures for reporting conflicts of interest and raising other issues of concern.

 

MMC has supplemented The Greater Good with specific restrictions on all colleagues who engage in personal investment activities. As described in the MMC Trading Securities Ethically policy, colleagues are subject to certain restrictions when trading MMC securities and are prohibited from, among other things, engaging in “insider trading” (i.e., trading securities when in possession of material non-public information about those securities or the companies that issue those securities).

 

In addition to The Greater Good and Trading Securities Ethically policy, certain Mercer colleagues are subject to restrictions and reporting obligations under federal securities laws applicable to investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”). In addition to these policies, this Personal Investing policy is designed to enable Mercer Investments LLC (“Mercer”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Rule 204A-1”), which requires investment advisers, such as Mercer, to adopt a code of ethics that includes certain minimum standards of business conduct, as well as reporting of certain brokerage accounts, personal securities transactions and securities holdings. This policy also conforms to the requirements of Rule 17j-1 under the Investment Company Act of 1940 (“Rule 17j-1”), which applies to Mercer when it serves as an investment adviser to SEC-registered investment companies. Lastly, this policy is designed to comply with federal securities laws which prohibit the trading of securities while in the possession of material non-public information about such securities and/or otherwise communicating such information.

 

SCOPE

 

This policy applies to all directors, officers and employees of Mercer, as well as outside consultants and temporary employees in certain circumstances described below.

 

Policy statement

 

Mercer expects colleagues to adhere to the following principles related to personal investing:

Client interests come first. Colleagues must scrupulously avoid serving personal interests ahead of the interests of Mercer’s clients.

 

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

Avoid taking advantage. Colleagues may not make personal investment decisions based on knowledge of a client’s holdings or transactions. The most common example of this is “front running,” or knowingly engaging in a personal transaction ahead of a client with the expectation that the client’s transaction will cause a favorable move in the market.
Avoid conflicts of interest. All personal investing, including personal securities transactions, should be conducted in such manner so as to avoid any actual or potential conflict of interest or any abuse of a colleague’s position of trust and responsibility.
Compliance with applicable law. Colleagues must comply with Rule 204A-1, Rule 17j-1 and other federal securities laws that govern Mercer’s business.
Strict prohibition on insider trading (i.e. trading while in possession of material nonpublic information).
In connection with personal investing, it is unlawful for colleagues:
To employ any device, scheme or artifice to defraud a client;
To make any untrue statement of a material fact to a client or omit to state a material fact necessary in order to make the statements made to a client, in light of the circumstances under which they are made, not misleading;
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a client; or
To engage in any manipulative practice with respect to a client.

 

Mercer has many important assets, perhaps the most valuable of which is its established and unquestioned reputation for integrity. An important element of Mercer’s commitment to integrity is its philosophy of always putting Mercer’s clients’ interests ahead of its own. This requires that colleagues manage or avoid actual, perceived or potential conflict of interest with a client. It also requires that colleagues use the knowledge and/or opportunities gained at Mercer in a manner that is consistent with Mercer’s fiduciary duty to its clients. This policy is designed to provide a framework for colleagues to conduct personal investment activities in a manner that is consistent with placing the interest of Mercer’s clients first.

 

COLLEAGUE RESPONSIBILITIES

 

WHICH COLLEAGUES ARE COVERED BY THIS POLICY?

 

This policy governs personal investment activities of all Mercer “supervised persons,” which includes directors and officers of Mercer (or other persons occupying a similar status or performing similar functions); employees of Mercer; outside consultants and temporary employees; and any other person who provides advice on behalf of Mercer and is subject to Mercer’s supervision and control.

Certain restrictions and reporting obligations described below apply only to Mercer colleagues who have been designated as “access persons” by Mercer’s compliance department. The following colleagues are considered “access persons” for purposes of this policy:

Any supervised person: (A) who has access to non-public information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment fund

 

  2

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

managed by Mercer; or (B) who is involved in making securities recommendations to clients or investment funds, or who has access to such recommendations that are nonpublic; and

Outside consultants and other temporary colleagues hired for a period of 30 days or more and other Mercer colleagues who have access to non-public information regarding the investment advice provided to clients or investment funds, or who are involved in making securities recommendations for clients or investment funds, or have access to such recommendations that are non-public.

 

Upon the determination that a colleague must comply with this policy, Legal & Compliance (“L&C”) will provide the colleague with a copy of this policy and inform them of their reporting obligations.

 

WHAT DO COLLEAGUES NEED TO DO?

 

All colleagues who are supervised persons are required to certify that they have read and understand this policy, including amendments thereto, and recognize that they are subject to its provisions. This certification is due within 10 calendar days of becoming a supervised person. In addition, colleagues must certify annually that they have read and understand this policy and that they have complied with its requirements during the prior year, including disclosing all transactions, holdings and/or accounts that they were required to disclose. Colleagues who are access persons must comply with the Personal Investing Reporting Requirements described below.

 

PROHIBITION ON INSIDER TRADING

 

No Mercer colleague may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Mercer), while in the possession of material, nonpublic information, nor may any Mercer colleague communicate material, nonpublic information to others except as permitted by law.

 

1.What is Material Information?

 

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

 

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material.

 

  3

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

Material nonpublic information relates not only to issuers of securities but also to Mercer’s securities recommendations and client securities holdings and transactions.

 

2.What is Nonpublic Information?

 

Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, news wire releases, widely available broadcasts on television or radio, publication in widely available newspapers or news websites or other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely. You must notify L&C immediately if you have any questions regarding whether information should be considered non-public.

 

3.Identifying Inside Information

 

Before executing any trade for yourself or others, including investment funds or private accounts managed by Mercer (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

Report the information and proposed trade immediately to L&C.
Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by Mercer.
Do not communicate the information inside or outside Mercer, other than to L&C.

 

4.Contacts with Public Companies

 

Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of Mercer or other person subject to this policy becomes aware of material, nonpublic information. To protect yourself, your clients and Mercer, you should contact L&C immediately if you believe that you may have received material, nonpublic information.

 

5.Tender Offers

 

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary movement in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information

 

  4

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either.

 

While it is unlikely colleagues would obtain such information given Mercer’s business, Supervised persons of Mercer and others subject to this policy should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

 

PERSONAL INVESTING – REPORTING REQUIREMENTS

 

All colleagues designated as access persons must disclose to L&C:

All reportable accounts and all reportable securities, as defined below. These holding reports are due within 10 calendar days of becoming a Mercer access person and annually thereafter. The information that is reported must be current as of a date no more than 45 calendar days prior to the date of the report.
On a quarterly basis, all transactions in reportable securities and any new reportable accounts. This report is due within 30 days after the end of each calendar quarter.

 

WHAT SECURITIES AND ACCOUNTS ARE REPORTABLE?

 

Only securities and accounts in which the colleague has beneficial ownership are reportable. “Beneficial ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder, including but not limited to, securities or accounts owned by a colleague as well as those owned by any member of a colleague’s immediate family that share the colleague’s household. If a colleague is unclear about whether he or she has beneficial ownership over an account or a security for purposes of this policy, he or she should consult with L&C.

 

“Reportable securities” are securities that are beneficially owned by an access person, including stocks, bonds, and other instruments that might not ordinarily be thought of as securities, such as:

Exchange-traded funds;
Any form of limited partnerships;
Private investment funds, hedge funds and investment clubs (these require pre-approval prior to acquiring interests therein);
Foreign unit trusts;
Options on securities;
Closed-end funds; and
Open-end mutual funds that are managed or advised by Mercer.

 

The following securities are NOT reportable securities:

Direct obligations of the United States government (note that securities issued by agencies or instrumentalities of the U.S. government are reportable);

 

  5

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

Bankers’ acceptances;
Bank certificates of deposit;
Commercial paper;
High quality short-term debt instruments, including repurchase agreements;
Shares of open-end mutual funds that are not managed or advised by Mercer; and
Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds that are not managed or advised by Mercer.

 

“Reportable accounts” include all accounts in which any reportable securities can be held even if no reportable securities are currently held in that account. They include:

Accounts held at a broker-dealer, bank, transfer agent, investment adviser or other financial services firm.
IRAs, certain HSA accounts, and 401(k) accounts held at MMC or another employer.
Brokerage accounts established by MMC on behalf of a colleague for purposes of holding MMC equity received in connection with a bonus deferral, long-term-incentive award, or other incentive program; and
Any account in which the colleague has a beneficial interest.

 

Please note that 529 plans are not considered reportable accounts.

 

Any questions about which accounts and securities are reportable should be directed to L&C.

 

HOW DO COLLEAGUES REPORT?

The reporting of accounts and securities must occur through Mercer’s Schwab CT system, including certifications, initial holdings reports and quarterly transaction reports.

 

Holdings reports must include, at a minimum, the title and type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each reportable security, the name of any broker, dealer or bank and the date the report is submitted.

 

To satisfy the initial and annual holdings reports, colleague may provide duplicate copies of their account statements provided it includes all required reporting information. Such statement must include information that is current as of a date no more than 45 calendar days prior to the date of the report.

 

Quarterly transaction reports must include, at a minimum, the date of the transaction, the title, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of each reportable security; the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition); the price of the security at which the transaction was effected; the name of the broker, dealer or bank with or through which the transaction was effected; and the date the access person submits the report. Quarterly reports are due within 30 days after the end of each calendar quarter for all reportable accounts.

 

  6

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

To satisfy the quarterly transaction reporting requirement, colleagues must direct their brokers to provide duplicate copies of confirmations of transactions in reportable securities and duplicate copies of all periodic statements related to their account(s) to Mercer. Such instructions must be made promptly (within 10 days) upon becoming an access person and as new accounts are established. Upon request, L&C will facilitate the process for obtaining duplicate confirmations and statements.

 

Colleagues that are unable to arrange for duplicate confirmations and account statements to be sent to Mercer in a timely manner, must immediately notify L&C and request an exemption from the requirement to provide confirmations and periodic account statements. If L&C grants the request, the colleague must submit a quarterly report on the form provided by L&C. Colleagues must report any securities transactions that are not reported on a brokerage or other account statement using the form provided by L&C.

 

Initial and annual holdings reports and quarterly transactions reports are not required for accounts over which a colleague has no direct or indirect influence or control. A colleague’s direct or indirect influence or control over an account is a facts and circumstances evaluation. For instance, accounts that are managed on a discretionary basis by a third party discretionary manager would not, by itself, establish a basis that such colleague has no direct or indirect influence or control over the account. Accounts that are set up as discretionary or where a trustee has management authority over the account require reporting if the colleague is able to:

Suggest purchases or sales of investments to the trustee or third-party discretionary manager;
Direct purchases or sales of investments; or
Consult with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in the account.

 

Colleagues must consult L&C to evaluate whether a colleague may have direct or indirect influence or control. If an exemption from reporting is granted, Colleagues may be required to complete initial and periodic certifications related to the exemption. Further, L&C may impose special reporting requirements related to such exempted accounts. It is important to note that where a colleague has demonstrated they have no direct or indirect influence or control over an account and are exempted from the holdings and quarterly transaction reports with respect to such account, such accounts must nevertheless be reported in Schwab CT; it is important for Mercer and L&C to be informed of these accounts for purposes of monitoring compliance with this policy and federal securities regulations.

 

PRE-APPROVAL OF CERTAIN TRANSACTIONS

 

Colleagues must obtain prior written approval from L&C before acquiring direct or indirect beneficial ownership (through purchase or otherwise) of (i) a security in an initial public offering, or (ii) a security in a limited offering (generally meaning a private placement, such as a hedge fund or private equity fund). To initiate pre-approval, colleagues must provide to L&C full details of the proposed transaction and include a written certification that the investment opportunity did not arise by virtue of the colleague’s activities on

 

  7

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

behalf of the client. If the transaction is approved, it will be subject to continuous monitoring for possible future conflicts.

 

Colleagues may be subject to additional policies and procedures through other regulated MMC companies. For instance, those colleagues that hold securities licenses through a broker dealer are subject to the broker dealer’s policies and procedures. Such policies and procedures may have separate and distinct requirements that should be reviewed prior to engaging in personal investing activities.

 

RESTRICTED TRADING PERIODS

 

To help avoid even the appearance that colleagues might be trading on the basis of nonpublic information, Mercer may impose periodic trading prohibitions on specified colleagues such as through the adoption of a restricted list or pre-clearance list. For example, Mercer may impose trading prohibitions on investment management colleagues for specified periods before and after a client or manager transition. L&C will notify affected colleagues of any such situational restricted trading periods.

 

POLICY COMPLIANCE

 

L&C will review on a regular basis the reports filed pursuant to this policy. In this regard, L&C will give special attention to evidence, if any, of potential violations of the antifraud provisions of the federal securities laws or the procedural requirements or ethical standards set forth in this policy.

 

In addition, colleagues must report violations of this policy to L&C immediately. Colleagues must recognize that this policy is a condition of employment with Mercer. Violations will be addressed by senior management. Since many provisions of this policy also reflect provisions of the U.S. securities laws, colleagues should be aware that violations could also lead to regulatory enforcement action resulting in suspension or expulsion from the securities business, fines, penalties, or imprisonment.

 

If it is determined that a colleague has violated this policy, L&C will report the violation to senior management. Senior management, in consultation with L&C, will determine the appropriate sanctions. Sanctions may range from a verbal or written reprimand to suspension or termination of employment. They may also include fines and the disgorgement of profits or other benefit realized.

 

POLICY RECORDS

L&C shall maintain and cause to be maintained in a readily accessible place the following records:

A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;
A record of any violation of Mercer’s code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

 

  8

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

 

COMPLIANCE POLICY: PERSONAL INVESTING

MARCH 29, 2019

 

 

A record of all written acknowledgements of receipt of the code and amendments thereto for each person who is currently, or within the past five years was, a supervised person which shall be retained for five years after the individual ceases to be a supervised person of Mercer;
A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;
A list of all persons who are, or within the preceding five years have been, access persons;
A record of any decision and reasons supporting such decision to approve a supervised person’s acquisition of securities in any IPOs or limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

 

POLICY REVIEW AND APPROVAL

 

L&C shall periodically review the Policy and related policies and update as necessary.

 

resources

 

Please contact your L&C representative if you have questions.

 

  9

INTERNAL USE ONLY

This policy supersedes and replaces any previous Mercer policies on this subject. Mercer reserves the right to modify, suspend or terminate this policy at any time.

 
 

The Greater Good Our Code of Conduct

 

Table of contents MESSAGE FROM THE CEO 3–4 OUR VALUES AND COMMITMENTS 5–6 WE BUILD TRUST BY DOING THE RIGHT THING 7–14 We act with integrity 8 Leaders have additional responsibilities 12 WE BUILD TRUST WITH COLLEAGUES 15–24 We treat others with respect 16 We provide a safe and healthy workplace 18 We respect privacy and protect personal and confidential information 20 WE BUILD TRUST WITH CLIENTS 23–38 We treat clients fairly 24 We protect client information 26 We comply with the special requirements of government clients 28 We compete ethically 30 We do not bribe 32 We put clients’ interests first 34 WE BUILD TRUST IN THE COMPANY 39–62 We know our business partners 40 We work to prevent money laundering and financial crimes 42 We build strong relationships with our suppliers 44 We manage conflicts of interest with integrity 46 We are transparent about potential personal conflicts of interest 48 We use good judgment when giving or accepting gifts or entertainment 50 We do not trade on or disclose inside information 52 We safeguard company assets and information 54 We maintain accurate business records and sound internal controls 56 We communicate honestly and professionally with investors and the public 58 WE BUILD TRUST WITH COMMUNITIES 63–72 We build trust by acting responsibly 64 We make an impact 66 We engage appropriately in the political process 68 We play by the rules 70 INDEX 73–74

 

Message from the CEO

 

Our Code of Conduct, The Greater Good, is foundational to how we do business at Marsh McLennan. We strive to create a culture that is respectful, collaborative and inclusive. We are committed to earning the trust of our colleagues, clients, shareholders and the communities we call home. We call this living The Greater Good. Our colleagues are Marsh McLennan, and we are only as strong as our weakest link. It is up to all of us to protect the reputation of trust and integrity that we and those who came before us have built over the past 150 years. In order to preserve and strengthen that reputation, each of us must abide by these three pillars and live The Greater Good: 1. WIN WITH INTEGRITY We compete vigorously and fairly. Work that might harm the reputation of the firm is simply not worth it. 2. YOU ARE NEVER ALONE The only mistake you can make at our company is the mistake that you make alone. When in doubt, reach out. To your manager. To Compliance. To HR. To a colleague. We are all in this together. 3. SPEAK UP If something does not feel right, speak up. You are not doing a service to anyone by keeping quiet. You have a right to raise concerns and, indeed, an obligation to do so. Marsh McLennan exists to help clients address their greatest challenges. We make a difference in the moments that matter. As we navigate real life situations and challenges towards that mission, I encourage you to read and refer to The Greater Good. DEAR COLLEAGUES, Dan Glaser President and Chief Executive Officer Marsh McLennan Companies The Greater Good | Message from the CEO 4

 

Our values and commitments

 

The Greater Good is foundational to how we conduct business at Marsh McLennan. As a Company, we have committed to: SUCCEEDING TOGETHER We are in business to expand what’s possible for our clients and each other. ACCELERATING IMPACT We embrace change and create enduring client value. ADVANCING GOOD We strive to serve the greater good. At the core of each of these commitments is our Code of Conduct, The Greater Good. We expect every colleague to act with integrity, to raise your hand when you are unsure of what to do and to speak up when you witness conduct that may not align with the values of The Greater Good. The Greater Good | Our values and commitments 6

 

We build trust by doing the right thing

 

We act with integrity. The Greater Good | We build trust by doing the right thing 8

 

Each one of us must take individual responsibility for acting with integrity at all times, even when this means making difficult choices. This is the bedrock principle of acting for The Greater Good. MAKE SURE YOU Follow all laws and regulations that apply to your work. Take all required training to understand your responsibilities. Understand and adhere to the letter and spirit of this Code and Company policy. Act honestly in all your business dealings. Speak up if you have a concern about any work-related behavior that may be a violation of the law, this Code or Company policy. Raise concerns with your managers at any level, or with Legal and Compliance or Human Resources, or through the Ethics & Compliance Line. Cooperate in internal and external audits and investigations by fully and truthfully providing information and by preserving all materials that might be relevant. AS YOU MAKE A BUSINESS DECISION, ASK YOURSELF Is it legal, ethical and socially responsible? Is it consistent with the spirit of the Code and Company policy? Is it based on a thorough understanding of the risks involved? Will it maintain trust with clients, shareholders, regulators and colleagues? Would it maintain our good reputation if the behavior were to become known internally or publicly? If the answer to any of these questions is no, stop and speak up. The Greater Good | We build trust by doing the right thing 9

 

SPEAKING UP You and your colleagues are certain to encounter difficult choices, and everyone makes mistakes from time to time. At Marsh McLennan, we are dedicated to choosing our actions with care and fixing mistakes promptly. You are never alone. Do not hesitate to raise concerns or seek guidance. Your fast action helps all of us retain and build trust. The Company will act promptly to investigate allegations of violations of this Code or the law. As an alternative to raising concerns with or seeking guidance from a manager, Legal and Compliance or Human Resources, you may use the Ethics & Compliance Line. The Ethics & Compliance Line gives you the option of raising a concern or seeking guidance online or with a phone call. If you wish, you may remain anonymous (except in a small number of countries where the law does not allow an anonymous call). Please go to EthicsComplianceLine.com for detailed instructions. NO RETALIATION We will not tolerate retaliation against any colleague who raises a good-faith concern about a potential violation of the law, this Code or Company policy. Examples of retaliation may include termination, a reduction in pay, a negative change in job responsibilities, intimidation or any other material change in a colleague’s conditions of employment. Reporting a concern does not relieve a colleague of accountability for misconduct. The Greater Good | We build trust by doing the right thing 10

 

ACCOUNTABILITY This Code applies to all directors, officers, employees, contingent workers and temporary employees (“colleagues”) of the Company and its subsidiaries worldwide. We also hold our agents, subcontractors and suppliers to high standards of integrity by requiring them to comply with relevant aspects of our compliance policies. No colleague may use a third party to do something prohibited by this Code. Colleagues who violate the law, this Code or Company policy are subject to disciplinary action in accordance with local laws and internal procedure. Marsh McLennan will waive application of the policies in this Code only if the Company decides that it is justified by the circumstances. A waiver will be granted only under limited circumstances. Only the Audit Committee of the Marsh McLennan Board of Directors may approve a waiver of this Code for the Company’s directors and senior executive officers. Waivers must be properly disclosed as required under applicable laws or regulations. IF LAWS CONFLICT Because we operate in many countries, laws will sometimes conflict with each other or with this Code or Company policy. If you encounter such a conflict, consult with Legal before deciding how to act. WATCH OUT FOR We will inevitably face difficult situations in our work. Under the heading “Watch Out For,” most of the sections of this Code list temptations, pressures or “red flags.” These things to “Watch Out For” should alert you to the potential problems inherent in the choices you are facing and signal the need to speak up or seek guidance. For example, WATCH OUT FOR: Temptations to compromise integrity for revenue. Pressures to get things done before knowing the risks involved or what the law, this Code or Company policy require. Excuses for sacrificing integrity, such as, “Our competitors do it.” Assumptions that someone else will address a problem or that management already knows about it. When you come across a red flag, speak up. Talk to a manager, Legal and Compliance or Human Resources, or submit a report through the Ethics & Compliance Line. RELATED POLICIES AND GUIDANCE Colleagues can visit The Greater Good website at integrity.mmc.com to find Compliance policies and materials listed under the “Policy Hub” heading. The Greater Good | We build trust by doing the right thing 11

 

Leaders have additional responsibilites. The Greater Good | We build trust by doing the right thing 12

 

If you manage others, you must lead by example. Hold yourself to the highest standards of conduct and make those standards clear to those who report to you. Create an atmosphere that inspires open and honest communication. Take an active role in understanding the risks inherent in your colleagues’ work and give effective guidance when needed. MAKE SURE YOU Communicate the letter and spirit of this Code to those who report to you and to your other colleagues. Make sure that your teams understand Company policies and procedures. Take an active role in assuring the quality of the work product of your teams and the fairness and honesty of their communications with clients, colleagues and other business partners. Use adherence to this Code and Company policy as a factor when you evaluate and recommend compensation for your teams. Communicate to your teams that your door is always open for them to report a mistake, raise a concern or discuss a difficult business choice. At the same time, make it clear that they are free to report concerns through other channels as well. Respond quickly and effectively to concerns colleagues raise. Take prompt remedial action when mistakes or misconduct are discovered or brought to your attention. Notify Legal and Compliance when you encounter a potential violation of the law, this Code or Company policy. Make appropriate disclosure to clients and other business partners when mistakes occur or when conflicts of interest arise, after consulting with a manager or with Legal and Compliance. The Greater Good | We build trust by doing the right thing 13

 

Q: My manager recently notified me that something I was doing was in violation of the Code. I had no idea I was doing something wrong. Can I be held accountable even though I was unaware of the rule? A: Yes, you can be held accountable. You are expected to read, understand and follow the principles in the Code and all Company policies. Whenever you encounter something in the Code or a policy that seems unclear or difficult to carry out, you must seek guidance from a manager or Legal and Compliance or Human Resources. Our reputation for integrity is our most valuable asset. To protect that asset, it is essential that you follow the principles set out in the Code and the policies. Q: I have a problem: I believe a colleague is doing something in violation of the Code, but I’m reluctant to say anything about it to my manager because my colleague and my manager are friends. I’m also worried I will be branded an “informer” by my colleagues. What should I do? A: You have a duty and obligation to speak up when you are aware of a violation of the Code. This may be one of the times when it would be appropriate to raise the concern with someone other than your manager. You can make a confidential call (or send a confidential email) to our Ethics & Compliance Line. Go to EthicsComplianceLine.com for instructions. You may keep your call or message anonymous if you wish (except in a small number of countries where anonymity is not permitted by law). Remember: The Company will not tolerate retaliation in any form against a colleague who speaks up in good faith. Q: I’m a manager. If I observe misconduct in an area not within my responsibility, should I raise a concern? A: Yes. All Company colleagues must speak up if they have a concern about any work-related behavior that may be a violation of the law, the Code or Company policy. All colleagues, including managers, may raise concerns with their managers at any level with Legal and Compliance or Human Resources or through the Ethics & Compliance Line. Q: My manager says that we should always bring our concerns directly to her and has suggested she will “make problems” for anyone who reports “over her head.” Is that OK? A: No. She is in violation of Company policy if she is trying to prevent you from using other reporting channels. While it is often best to raise an issue with your manager first, you may sometimes be unable to do so, or believe doing so is inappropriate. You are free to communicate the concern to another manager, Legal and Compliance or Human Resources, or by using our Ethics & Compliance Line. If your manager disciplines you, assigns you unpleasant work or otherwise treats you differently because you chose to report through another channel, then she may be in violation of our anti-retaliation policy and you should report that behavior. The Greater Good | We build trust by doing the right thing 14

 

We build trust with colleagues

 

We treat others with respect. The Greater Good | We build trust bwyit dh ocionlgle tahgeu reisght thing 16

 

Marsh McLennan is committed to maintaining a diverse, inclusive, equal-opportunity culture that empowers all colleagues and business partners. We believe that every colleague’s unique contribution is fundamental to the overall success of the Company. MAKE SURE YOU Treat others respectfully and professionally, always. Promote diversity and inclusion in hiring and other employment decisions. Report comments, jokes, behavior or communications that may be offensive. Do not discriminate against or harass a colleague on the basis of gender or gender identity, race, color, religion, national origin, age, disability, military service, marital status, sexual orientation, genetic predisposition or any other characteristic protected by law or Company policy. Do not sexually harass a colleague. Sexual harassment includes sexual advances, inappropriate references to sex or gender, inappropriate touching of a sexual nature, conduct of a sexual nature or other offensive conduct or language. Do not verbally abuse, threaten, taunt, intimidate or bully a colleague. WATCH OUT FOR Comments, jokes or materials, including emails, that others might find offensive. RELATED POLICIES AND GUIDANCE Diversity at Marsh McLennan The Greater Good | We build trust with colleagues 17

 

We provide a safe and healthy workplace. The Greater Good | We build trust with colleagues 18

 

Marsh McLennan is committed to providing a safe and healthy workplace for colleagues and visitors to our facilities. Each of us is responsible for acting in a way that protects ourselves and others. MAKE SURE YOU Observe the safety, security and health rules and practices that apply to your role. Do not touch anyone in a violent or unwelcome manner in the workplace or while conducting Company business. Never sell, possess or use illegal drugs in the workplace or while conducting Company business. Do not come to work or conduct Company business while intoxicated or under the influence of illegal drugs. Immediately address and report risks to safety and security and any workplace accident or injury to a member of management, Human Resources or Global Security. WATCH OUT FOR Unsafe practices or work conditions, such as using handheld devices while driving. Lax enforcement of security standards, such as facility entry procedures and password protocols. RELATED POLICIES AND GUIDANCE Workplace Violence Prevention Policy Global Security at Marsh McLennan The Greater Good | We build trust with colleagues 19

 

We respect privacy and protect personal and confidential information. The Greater Good | We build trust with colleagues 20

 

Colleagues place their trust in each other. We safeguard our colleagues’ personal and confidential information. This includes information we collect and process for Human Resources, recruiting, compensation, training, managing individual performance, administering benefits and providing occupational health and safety. MAKE SURE YOU Understand and adhere to the law and Company policy on the use, protection and retention of information about colleagues. Learn about the types of information given heightened protection by the law and Company policy (such as personal information, including personal identification numbers, bank account numbers and health data) and protect them through appropriate means (such as encryption or other types of access restrictions). Consult Legal and Compliance or Human Resources if a law enforcement or regulatory authority or any other person outside the Company requests colleague information. Immediately report any loss or inadvertent disclosure of colleague information to your local IT Help Desk, or to Legal and Compliance. WATCH OUT FOR Unintentional exposure of confidential colleague information in public settings, such as during phone calls or while working on your laptop. RELATED POLICIES AND GUIDANCE Handling Information Appropriately Policy The Greater Good | We build trust with colleagues 21

 

Q: While on a business trip, a colleague repeatedly asked me out for drinks and commented several times on my appearance in a way that disturbed me. Is this an issue, since we weren’t in the office when it happened? A: This type of conduct is not tolerated in any work-related situation, including business trips. You should report the problem to Human Resources or a manager. Also, if you feel comfortable doing so, you could tell your colleague you find his or her actions inappropriate and unwelcome. Q: One of my coworkers sends emails containing sex jokes and comments that make fun of certain nationalities. They make me uncomfortable, but no one else has spoken up about them. What should I do? A: You should speak up immediately to a manager or to Human Resources, as sending such jokes may violate Company standards on harassment and discrimination and our policies about the use of Company systems. By doing nothing, you could be condoning discrimination or tolerating beliefs that can seriously erode the team environment we have all worked hard to create. Q: I think a colleague who works near me has been coming to work drunk. What should I do? A: This may be a performance or a safety issue, and could impact the reputation of the organization. The best thing that you can do for everyone, including your coworker, is to report your concern to your manager or to Human Resources. Q: I saw two colleagues in another area having an argument, and one threatened the other with violence. A friend of mine from that area says that’s just how they deal with each other on that team. I’m uncomfortable speaking up, but the emotions seemed pretty real to me. Should I report the threat or not? A: Report the threat immediately to your manager or to Human Resources. When safety is at issue, err on the side of caution. Q: My best friend happens to work in the Company’s payroll department and has access to colleagues’ personal information. I’m planning a party and would like to send invitations to the homes of several coworkers. Can I ask her to get me their addresses? A: No. This is a violation of privacy and could result in disciplinary action for both you and your friend. You should look up the addresses on the internet or ask the coworkers directly. The Greater Good | We build trust with colleagues 22

 

We build trust with clients

 

We treat clients fairly. The Greater Good | We build trust with clients 24

 

We work to understand and meet our clients’ business needs, while always remaining true to our own ethical standards. We tell the truth about our services, capabilities and compensation. We do not make promises we cannot keep. In short, we treat our clients as we would want to be treated. MAKE SURE YOU Treat each client fairly and honestly. Document the terms of client relationships and engagements according to your business procedures. Develop and deliver products and services according to your business procedures, including appropriate reviews to ensure high quality. Promptly raise any concern about a potential error, omission, missed deadline or defect in quality with a manager or Legal. Report actual or potential legal claims, lawsuits and errors and comissions to Legal by using your “Report to Counsel” form. Promptly raise any potential conflict of interest between clients, or between a client and the Company, with a manager or with Legal and Compliance. Comply with all licensing and other legal requirements that apply to your work. Never follow a client’s request to do something unethical or unlawful. If you are uncertain of the right course, consult a manager or Legal and Compliance. WATCH OUT FOR Any request by an employee of a client for an arrangement that personally benefits the employee rather than the client itself. Any client’s request for an arrangement that is not clearly legal or that could harm the Company’s reputation. Pressures from colleagues or managers to cut corners on quality or delivery standards. Temptations to tell clients what you think they want to hear rather than the truth. If a situation is unclear, present a fair and accurate picture to the client as a basis for decision. Any request by a client or third party to share our revenues if doing so would violate local licensing or other laws or regulations. Comments or behavior from clients that may be considered offensive or disrespectful to others. RELATED POLICIES AND GUIDANCE Resolving Conflicts of Interest Policy Giving and Receiving: Gifts, Entertainment and Contributions Policy The Greater Good | We build trust with clients 25

 

We protect client information. The Greater Good | We build trust with clients 26

 

Clients place their trust in us. In the course of developing a client’s business or providing services to our clients, we are routinely provided with confidential, personal, proprietary, non-public or trade-secret information. When this occurs, we securely maintain and safeguard this information so that it is not improperly used or disclosed. MAKE SURE YOU Understand and adhere to the law, Company policy and client agreements on the use, protection and retention of information from or about clients. Learn about the types of information given heightened protection by the law and Company policy, such as personal information (including Social Security numbers, bank account numbers and health data), and protect them through appropriate means such as encryption or other types of access restrictions. Use and disclose client information only for legitimate business purposes in accordance with the client contract and the Company’s Handling Information Appropriately policy Immediately consult Legal and Compliance if a law enforcement or regulatory authority or any other person outside the Company requests client information or documents. Only share client information within the Company if you have made sure it is permissible and will be appropriately protected. Follow our Handling Information Appropriately policy to protect client information, Company information and equipment (laptops, phones, tablets, etc.). Protect your passwords and secure portable devices while traveling. Immediately report all incidents involving the suspected or actual loss, theft, unauthorized disclosure or inappropriate use of client information to your local IT help desk or to Legal and Compliance. WATCH OUT FOR Requests by clients for information about other clients. Unintentional exposure of client information in public settings, such as on phone calls or while working on your laptop. RELATED POLICIES AND GUIDANCE Handling Information Appropriately Policy The Greater Good | We build trust with clients 27

 

We comply with the special requirements of government clients. The Greater Good | We build trust with clients 28

 

The Company is committed to meeting the many special legal, regulatory and contractual requirements that apply to government-related work around the world. These requirements may apply to bidding, invoicing, employment practices, contract performance, gifts and entertainment and other matters. The Company may also be obligated to impose these requirements on any agents or subcontractors we bring in to help with the work. Legal and Compliance can help you understand these rules and establish processes to ensure they are followed. MAKE SURE YOU Determine in every case whether the client you are working with is owned or controlled by a government. Follow all laws, regulations, contractual provisions and other rules applicable to the business relationship between the Company and each government client you work with. Understand the rules about gifts, entertainment, travel and lodging of each government client you work with, as they may differ from other clients’. Clearly communicate any special requirements of government clients to all colleagues, agents, subcontractors and other business partners involved in the work. Understand and adhere to Company policies and guidance in this area, including Giving and Receiving: Gifts, Entertainment and Contributions and Working with Third Party Providers, Governments and Vendors. WATCH OUT FOR Businesses such as transportation providers, energy companies, financial institutions, telecommunications providers and others which may be owned or controlled by a government, in whole or in part, and subject to special rules. Laws, regulations or rules governing the Company’s relationship with a government client, which sometimes are not readily accessible. Whenever possible, ask the government client to inform you of requirements of this kind. The temptation to provide otherwise reasonable entertainment to a government client—such as a business meal—before learning that client’s rules on entertainment. Some government clients have rules that prohibit or limit all entertainment. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Working with Third Party Providers, Governments and Vendors Policy The Greater Good | We build trust with clients 29

 

We compete ethically. The Greater Good | We build trust with clients 30

 

Marsh McLennan is committed to competing vigorously and fairly for business by providing superior products and services—not by engaging in improper or anti-competitive practices. We comply with all laws related to competition, antitrust and obtaining competitive information in the countries in which we do business. Do not engage in anti-competitive behavior, particularly including: MAKE SURE YOU Collusion—when companies secretly communicate or agree on how they will compete. This may include agreements or exchanges of information on pricing, terms, wages or allocations of clients or market segments. Bid-rigging—when competitors manipulate bidding to undermine fair competition. This may include comparing bids, agreeing not to bid or knowingly submitting noncompetitive bids. Tying—when a company with significant market power forces customers to buy products or services they do not want in order to receive those that they do want. “No Poach” Agreements—when competitors agree not to pursue each other’s employees. Also refrain from: Discussing or agreeing with competitors on inappropriate matters, including fee and commission levels, strategic plans and how we win business. Obtaining competitively sensitive information from a competitor. Coordinating employee compensation with a competitor. Sharing the Company’s competitively sensitive information with a competitor. Sharing competitively sensitive information of clients or third parties with their competitors. Inappropriately coordinating or discouraging bidding among insurance and reinsurance markets for a client’s business. Facilitating collusion among companies competing for a client’s business. WATCH OUT FOR Formal or informal agreements with competitors about whether and how we compete for clients (e.g., an understanding not to pursue each other’s clients). Collecting data from inappropriate sources (such as competitors, new hires or candidates for employment). This can be, or appear to be, an improper exchange of competitively sensitive information. Participation in a trade, industry or professional group that becomes a forum for reaching unlawful agreements or improperly exchanging competitively sensitive information. RELATED POLICIES AND GUIDANCE Competing Ethically Policy Resolving Conflicts of Interest Policy The Greater Good | We build trust with clients 31

 

We do not bribe. The Greater Good | We build trust with clients 32

 

Improper influence may take many forms. Cash, gifts, meals, travel, entertainment, loans, charitable contributions, political contributions or offers of employment may all be used inappropriately in attempts to influence business decisions or government action. Regardless of the form, we do not bribe or use any other means to improperly influence the decisions of clients, potential clients or government employees. We do not offer or provide bribes directly or through a third party. We do not bribe even where it might be a generally accepted practice, when competitors do so or for any other reason. MAKE SURE YOU Do not give or offer anything of value to a client, prospective client or government employee unless it is legal, reasonable and free of any intent or understanding that it will influence a business decision or government action. Follow our rigorous due diligence processes when engaging agents who represent us or third parties who introduce clients to us, and oversee their activity for the duration of any agreement. Raise a concern if you know or suspect that a colleague, third party or other agent of the Company may be attempting to improperly influence a decision of a client, potential client or government employee. Never record, or allow a colleague to record, a transaction in a way that disguises its true nature, such as booking the cost of entertaining a client as a “consulting fee” or a “training expense.” Carefully review the accuracy of the expense reports you approve. WATCH OUT FOR Requests for payments to a country or a party unrelated to a transaction, or for payments in cash. Third parties or agents who are deemed valuable for their personal ties rather than for their services, or who request compensation out of proportion to the value of their services. Requests to engage third parties or agents without a written contract, or without completing the documentation required by the Company’s due diligence process. Requests from colleagues not to record agreements or payments. Client requirements to engage specific third parties. Client requests for favors, such as job interviews or internships for family members. Entertainment or meals that could be seen as lavish or inappropriate. The appearance of impropriety, especially when dealing with government employees. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Working with Third Party Providers, Governments and Vendors Policy The Greater Good | We build trust with clients 33

 

We put clients’ interests first. The Greater Good | We build trust with clients 34

 

We are often called upon to help clients choose between business partners. Some of our most important services involve helping our clients select (re)insurance markets and investment service providers for pension and benefit plan assets. Within the bounds of applicable law, regulation and Company policy, we always put our clients’ interests first when helping them choose business partners of any kind. MAKE SURE YOU Help clients choose business partners based on the quality of their products and services and the competitiveness of their prices and other terms and conditions. Help clients choose business partners who are well qualified and financially responsible and avoid business partners who have engaged in unlawful or unethical conduct, or who could damage client reputations. Disclose to your manager any actual or potential conflict of interest, or any personal relationship with a prospective business partner if you are involved in choosing the business partner. Avoid any gift, entertainment or favor from a business partner or potential business partner which might create the appearance of personal benefit to you from the choice of business partner WATCH OUT FOR Any relationship between the Company and a business partner, or between a colleague and a business partner, that could be perceived as a conflict of interest. If any such relationship exists, discuss it with a manager or Legal and Compliance. RELATED POLICIES AND GUIDANCE Resolving Conflicts of Interest Policy Business procedures for compensation disclosure The Greater Good | We build trust with clients 35

 

Q&A Q: One of my clients is asking me to go way outside the scope of our engagement agreement. They’re a very important client, and I want to keep them happy. What should I do? A: Significant changes in the scope of work should be documented and approved by the client. Of course, if the requests are for something illegal or inappropriate, you must not help, even if it “keeps them happy.” Q: I’m on a tight deadline preparing a report for a client. The report includes some information we collected. I’ve reviewed most of it, and it seems fine. Can I just assume the rest of it is OK so I have a chance of meeting the deadline? A: Your reputation and ours are tied to everything we deliver to clients. When you inform them that the information you’re providing is accurate, you must be certain that it is. Failing to do so could lead to harm for both you and the Company. Q: I’ve discovered that I made an error in billing my time to a client. It’s a minor error, given the scope of the project, and it will make us look bad if I point it out. Can I just adjust future billings accordingly? A: You should notify the Finance Department and the client and agree how to correct the error. This is the right thing to do, complies with Company policies and may in fact build trust because of our honesty. Q: I walked past a coworker’s desk this morning. She was in a meeting in the conference room, but highly confidential information about one of her clients was open on her desk. This isn’t the first time she’s done that. What should I do? A: You should talk to her or your manager about it. Safeguarding confidential information is everybody’s responsibility. Q: My client has asked me for information about one of her competitors, who happens to be another client of the Company. What should I tell her? A: You must politely but firmly say we cannot discuss anything about one client with another client. Beware of the temptation to discuss things you believe are widely known. Put yourself in the shoes of the Company’s other client and ask yourself whether it would build trust with that client if he or she became aware you had been discussing the client’s business with a competitor. The Greater Good | We build trust with clients 36

 

Q&A Q: I’m in a meeting with government clients, which is running longer than planned, and they’ve missed their flight back home. There are no more flights for a number of hours. Can I buy them dinner since we’re still working in the Company’s offices? A: When dealing with government clients, you must become familiar with all special rules relating to our service for those clients. This includes any special rules the client may have, or the law may require, about providing meals or other gifts, entertainment or hospitality. If you find yourself in a situation like the one in the question and you don’t know what the rules are, ask the client directly whether providing the meal is permissible. In any event, use good judgment, and if you choose to provide a modest meal, report it promptly afterward to Compliance in accordance with our Giving and Receiving: Gifts, Entertainment and Contributions Policy. Q: An acquaintance at a competitor just phoned me to ask that I meet him for drinks to discuss “opportunities to support each other.” Is it OK for me to go if I go just to listen? A: Before agreeing to meet, you should talk to Legal and Compliance, who can give you guidance on the subject areas that would be prohibited under competition laws. While competitors generally cooperate in ways that are legal, you need to be aware of the possibility the competitor will direct the conversation into areas that are not permissible. Q: I used to work for a competitor. My team members have asked me to brief them on my former company’s proposal strategies. Is this OK? A: If the proposal strategies are not a matter of public record, you may be improperly divulging the competitor’s confidential proprietary information. In order to understand the boundaries between what you can and cannot talk about, contact Legal and Compliance to discuss the matter. Q: We are considering the use of a prominent businessman as a consultant to help us open a new market for our services in a particular country. The agent is asking for a budget of a few thousand Euros to ensure that all the proper officials think highly of us. He says this is the way business is done in his country. Should I agree? A: No. It is clear the agent intends to make improper payments that violate the Code and our Giving and Receiving: Gifts, Entertainment and Contributions Policy— and, probably, the law. You cannot allow this to occur, and you cannot turn a blind eye simply because the improper acts would be done by an agent rather than by you or a Company colleague. The Greater Good | We build trust with clients 37

 

Q&A Q: I sent a visa application to an embassy. It has been there for a long time and I now need to travel to that country. I have been told that the embassy may expedite my application if I pay one of its employees a modest amount. Can I go ahead with such payment? A: No. The payment is to an individual, not to the embassy. This is a “facilitating” payment, which is not acceptable under the Code and illegal in almost all of the countries in which we operate. However, if there is an expediting fee that is a standard way the embassy operates, and the fee goes to the embassy, not to an individual employee, it might be acceptable to pay—check with Legal and Compliance. Q: I have a client in another country whose insurance manager is about to come to my city for three days of business meetings with me and the insurance companies who underwrite the client’s coverages. The manager has asked me to arrange for our Company to organize and pay for a day of sightseeing for him during his trip. Is this something I should discuss with Legal and Compliance? A: Yes. Striking the right balance between business meetings and entertainment often requires a careful understanding of the anticorruption laws applicable to our Company. Legal and Compliance can assist you in understanding what the limits are so you can plan a client visit that will both enhance the client relationship and comply with the law. The Greater Good | We build trust with clients 38

 

We build trust in the Company

 

We know our business partners. The Greater Good | We build trust ibny tdhoei nCgo mthpea rnigyht thing 40

 

Marsh McLennan is committed to compliance with trade sanctions, anti-terrorist financing, export controls, anti-human trafficking and anti-boycott laws. These laws designate countries, companies and persons with which we may not do business. Be aware of the possibility that a client, prospect or other business partner could be located in a sanctioned country or could itself be a sanctioned entity. MAKE SURE YOU Enter all required information into the systems provided by your business for onboarding and managing clients, suppliers and third parties before you begin work on a new matter or engage a new business partner. These systems screen business partners and protect the Company from violating trade sanctions laws. Do not engage in “facilitation”—for example, helping someone else do an act you are not permitted to do yourself. If you are not legally allowed to perform an action yourself, you are also prohibited from helping someone else perform the action. Seek advice from Legal and Compliance when you find any conflict between the sanctions laws of different countries. WATCH OUT FOR Third parties acting on behalf of sanctioned countries, companies or persons. Any money or other assets in our Company’s possession in which a sanctioned country, company or person may have an interest. RELATED POLICIES AND GUIDANCE Understanding Trade Sanctions and Anti-Money Laundering Policy The Greater Good | We build trust in the Company 41

 

We work to prevent money laundering and financial crimes. The Greater Good | We build trust ibny tdhoei nCgo mthpea rnigyht thing 42

 

Marsh McLennan is committed to compliance with anti-money laundering laws. Money laundering is conduct designed to conceal the origin or nature of the proceeds of criminal activity. You must follow the anti-money laundering requirements of your business, including know-your-client procedures, and restrictions on forms of payment. Learn about and keep alert for possible money laundering “red flags.” If a red flag should appear in the course of a transaction, before you go further, speak with your manager or Legal and Compliance. MAKE SURE YOU Follow your business’s know-your-client business procedures. Follow your business procedures relating to acceptable forms of payment in situations where you are involved with receiving or handling funds. Some forms of payment, such as cash or third-party checks, present heightened money laundering risks. Follow applicable laws on filing suspicious activity reports, by notifying Legal and Compliance about activity that could be a sign of money laundering. Never tell or “tip off” a client about money laundering suspicions you may have. In some countries, “tipping off” is a criminal offense. WATCH OUT FOR A client or prospect who: Has been the subject of financial crime or money laundering allegations; Has an ownership structure that obscures its true owners; Refuses to properly document a transaction or relationship; or Makes or requests payment in cash, to or from a third party or to or from a country not related to the transaction. Also look for: Transactions that seem to lack a business purpose or consistency with a party’s business strategy. Duplicate payments or overpayments that are not easily explained as simple mistakes. RELATED POLICIES AND GUIDANCE Understanding Trade Sanctions and Anti-Money Laundering Policy The Greater Good | We build trust in the Company 43

 

We build strong relationships with our suppliers. The Greater Good | We build trust ibny tdhoei nCgo mthpea rnigyht thing 44

 

Engaging suppliers and subcontractors who provide the Company with superior service on reasonable terms is important to our success. MAKE SURE YOU Choose suppliers, third-party providers and contractors based on the quality of their products and services and the competitiveness of their prices and other terms and conditions. Choose suppliers and third-party providers who are well qualified and financially responsible, and avoid suppliers who have engaged in unlawful or unethical conduct, who do not meet our data-protection standards or who could damage our reputation. Disclose to your manager any actual or potential conflict of interest or any personal relationship with a prospective supplier if you are involved in choosing the supplier. Avoid any gift, entertainment or other favor from a supplier or potential supplier that might create the appearance of improper influence or a personal benefit to you from the choice of supplier. Encourage suppliers from diverse backgrounds to compete for our business. WATCH OUT FOR Any relationship or dealings between you and a supplier that could be perceived as a conflict of interest. Pressures to choose a supplier that does not offer competitive products, services, prices or terms only because it is also a client or prospective client of the Company. Supplier practices that could jeopardize our reputation, such as violations of human rights, environmental regulations or data-protection regulations. RELATED POLICIES AND GUIDANCE Working with Third Party Providers, Governments and Vendors Policy Giving and Receiving: Gifts, Entertainment and Contributions Policy Resolving Conflicts of Interest Policy Vendor Management Program The Greater Good | We build trust in the Company 45

 

We manage conflicts of interest with integrity. The Greater Good | We build trust ibny tdhoei nCgo mthpea rnigyht thing 46

 

Given our broad client base and diverse business offerings, we will face situations where the interests of one client may conflict with the interests of another, or even with the interests of the Company itself. We will identify such situations promptly, resolve them with integrity and treat our clients fairly. MAKE SURE YOU Follow your business’s screening procedures by properly entering account-opening and new-opportunity information into your client management system. Update the information as required. Identify potential business conflicts of interest promptly. Work with Legal and Compliance to determine an appropriate course of action to manage the conflict. Potential resolutions for a conflict are: Disclosing the relationships to the relevant parties; Obtaining consent from the party at risk; Establishing information barriers (ethical walls); or Declining the engagement. WATCH OUT FOR Situations where a revenue opportunity for the Company is not in the best interests of a client. Situations where one client is in litigation with another client. Services that could involve one business investigating, offering an opinion on or questioning the work of a sister company. RELATED POLICIES AND GUIDANCE Resolving Conflicts of Interest Policy The Greater Good | We build trust in the Company 47

 

We are transparent about potential personal conflicts of interest. The Greater Good | We build trust in the Company 48

 

Each of us owes a duty of loyalty to the Company and its shareholders. We must avoid or disclose conflicts of interest between the Company and ourselves. We may only accept a directorship or other position with a for-profit or nonprofit business or organization outside the Company if it would not impair our ability to fulfill our duties to Marsh McLennan. MAKE SURE YOU Avoid conflicts of interest whenever possible and, if you find yourself facing a potential conflict of interest, disclose it to your manager and Legal and Compliance. Do not do any outside work or accept any outside employment, leadership or directorship positions that could harm the Company, such as: Work for a competitor; Outside work that would interfere with your work for the Company; or Outside work that could embarrass the Company or give the appearance of a conflict. Also make sure you: Do not pursue business opportunities for yourself that would be appropriate opportunities for the Company. Avoid any investments that are material to you (or greater than 1% of such company’s publicly traded securities) in any company that competes or does business with our Company without prior written approval of your manager. WATCH OUT FOR Common conflicts of interest, such as: Proposing a close friend or relative as a supplier or contractor without disclosing the relationship; Proposing a company in which you have a financial interest as a supplier or contractor without disclosing the relationship; Doing work in your personal capacity for a supplier or client; Allowing a supplier or contractor to do work for you in your personal capacity, whether paid or unpaid; Receiving gifts, entertainment or other favors from a supplier or contractor that could create the appearance of improper influence. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Working with Third Party Providers, Governments and Vendors Policy Resolving Conflicts of Interest policy The Greater Good | We build trust in the Company 49

 

We use good judgement when giving or accepting gifts or entertainment. The Greater Good | We build trust in the Company 50

 

 

In the right circumstances, a modest gift may be a thoughtful “thank you,” or a meal may be an appropriate setting for a business discussion that strengthens a client relationship. When not used with care, however, gifts and entertainment may create the appearance of improper influence, may breach client standards and may even violate the law. MAKE SURE YOU Do not give or accept any gift or entertainment unless it is legal, reasonable and free of any intent, understanding or appearance that it will improperly influence a business decision. Only give or accept gifts valued below your business unit’s limits. Avoid entertainment in venues involving adult entertainment even if you are not officially doing Company business. Do not give or offer any gift or entertainment to a government employee without consulting the Giving and Receiving: Gifts, Entertainment and Contributions Policy. Seek guidance from Legal and Compliance if you are in doubt concerning any aspect of the Giving and Receiving: Gifts, Entertainment and Contributions Policy, such as not being sure whether you are dealing with a government employee, or not being sure whether a gift or entertainment is legal or reasonable. WATCH OUT FOR Situations that could embarrass you or the Company. Client rules or standards that are stricter than normal for their industry. Clients that appear to be privately held but are actually considered government entities, such as certain national airlines, banks, insurers and energy companies. Gifts, entertainment or other favors that may be reasonable for a privately owned client but not for a government client. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Working with Third Party Providers, Governments and Vendors Policy The Greater Good | We build trust in the Company 51

 

We do not trade on or disclose inside information. The Greater Good | We build trust in the Company 52

 

We are committed to keeping information related to our Company and our clients confidential. Each of us is prohibited from trading securities or from “tipping” others to trade securities of Marsh McLennan or other companies while in possession of material information before it becomes available to ordinary investors. Material information is the kind of information a reasonable investor would consider in deciding whether to buy or sell a security. Material information could relate to the company, a client or a supplier, and could include news about: financial performance; strategic plans; business initiatives; mergers or acquisitions; litigation; significant cybersecurity breaches or plans by Marsh McLennan to repurchase shares or change its dividend policy. MAKE SURE YOU Do not buy or sell securities of Marsh McLennan or any other company when you have material nonpublic information about Marsh McLennan or that company. Do not communicate material nonpublic information to any other person. Do not engage in short sales or derivative transactions related to Marsh McLennan securities. Do not trade during “blackout periods” if you have been notified you are subject to such trading restrictions. Contact Legal if you have any questions about whether trading is appropriate. WATCH OUT FOR Requests by friends or family for information about Marsh McLennan, our clients or any other company with which we do business. Even casual conversations could be viewed as illegal “tipping” of inside information. RELATED POLICIES AND GUIDANCE Trading Securities Policy The Greater Good | We build trust in the Company 53

 

We safeguard Company technology and information. The Greater Good | We build trust in the Company 54

 

We are entrusted with Company technology and information and are personally responsible for protecting them and using them with care. Company technology includes facilities, equipment and information systems. Company information includes intellectual property, personal information and confidential information, in electronic or paper format. MAKE SURE YOU Use and disclose Company information only for legitimate business purposes. Properly label Company information to indicate how it should be handled, distributed and, when appropriate, discarded. Protect intellectual property and confidential Company information by sharing it only with authorized parties. Store or communicate Company information only in or through approved Company technology systems. Make only occasional personal use of Company technology. Do not use Company technology systems to create, store or send content others might find offensive. Respect the copyrights, trademarks and license agreements of others when dealing with printed or electronic materials, software or other media content. Avoid any use of Company technology that could harm those assets or cause loss to the Company. WATCH OUT FOR Sharing of passwords. Devices left unsecured when not in use. Downloading from the internet or uploading from a USB drive any files that could introduce viruses to or otherwise harm our technology. Use of unapproved software or applications. Discussions of confidential information within earshot of unauthorized persons. Transmissions of confidential, restricted or sensitive information to unattended fax machines or printers. RELATED POLICIES AND GUIDANCE Handling Information Appropriately Policy The Greater Good | We build trust in the Company 55

 

We maintain accurate business records and sound internal controls. The Greater Good | We build trust in the Company 56

 

As a publicly traded company, Marsh McLennan depends on complete and accurate business records to fulfill its responsibilities to shareholders, clients, suppliers, regulators and others. We create business records-including travel and entertainment records, emails, memos, presentations, reports and accounting records -that are complete, fair and accurate, and maintain them in accordance with our system of internal controls. MAKE SURE YOU Create accounting and business records that accurately reflect the truth of the underlying event or transaction. Record transactions as prescribed by policies and procedures. Write carefully and clearly in all your business communications, including emails. Write with the understanding that someday your business communications may become public documents. Sign only documents-including contracts-you have reviewed, are authorized to sign and believe are accurate and truthful. Retain, protect and dispose of records according to our Handling Information Appropriately Policy. Records subject to legal-hold notices, document-preservation requests or regulatory requirements may be subject to additional protections. Understand and comply with legal-hold notices and other document-preservation requests. WATCH OUT FOR Estimates or assumptions that are reported as facts. If you include estimates or assumptions in business records, ensure that such estimates or assumptions are properly supported by appropriate documentation. Exaggeration, derogatory language and other expressions that could be taken out of context. Communications related to your work on social media or other sites. These may be considered business records and subject to the Company’s Handling Information Appropriately Policy and other requirements. Documents subject to a legal hold or similar preservation requirement. These records-whether in paper or electronic form-should not be destroyed, discarded, altered or hidden. RELATED POLICIES AND GUIDANCE Handling Information Appropriately Policy Social Media Guidelines The Greater Good | We build trust in the Company 57

 

We communicate honestly and professionally with investors and the public. The Greater Good | We build trust in the Company 58

 

We are committed to honest, professional and legal communications to investors and the public. We take care in all our communications, internal or external, formal or informal. MAKE SURE YOU Follow guidelines issued by Public Affairs concerning posting about the Company on external electronic forums and social media sites. Do not speak to the media on issues involving the Company without prior authorization from your Media Relations department or Public Affairs. Refer any inquiries from shareholders or financial analysts to Investor Relations. Receive approval from your Media Relations department and your manager before making public speeches, writing articles for professional journals or engaging in other public communication when you are identified with the Company. Get approval from your Internal Communications department before distributing any communication intended for a broad employee audience. Communications intended for cross-business distribution require approval from Internal Communications. WATCH OUT FOR Any suggestion that you speak for the Company in your personal communications, including in emails, blogs, message boards and social media sites. Temptations to use your Company title or affiliation outside your Company work-such as in charitable or community work-without making clear that the use is for identification only and you are not representing the Company. Conversations with reporters who ask you for information about the Company without first consulting with your business’s Media Relations department or Public Affairs. RELATED POLICIES AND GUIDANCE Handling Information Appropriately Policy Social Media Guidelines The Greater Good | We build trust in the Company 59

 

Q: We have a large potential deal with a new client in the energy industry. The client is based in a country that has a reputation for supporting terrorism, and I have been told to wait to sign the contract until we have conducted due diligence. This doesn’t seem to be very business-friendly. What should I do? A: It is an essential part of your job to identify and manage the risks associated with the transactions you do. While it may take more time, in the long run, conducting due diligence in situations like this one is the right way to protect the Company. Q: One of my clients made a large up-front payment for work. After doing a small fraction of the work, the client cancelled the project and requested the refund be paid to a third party. Could this be related to money laundering? What should I do? A: Over-payments and payments to third parties may be signs of money laundering. Money laundering involves a series of transactions designed to obscure the source of funds. This arrangement could be designed to have the Company pay a third party the client does not wish to pay directly. Contact Legal and Compliance before proceeding with the transaction. Q: My college roommate was just promoted to vice president at one of our suppliers, and he’s offered to fly me to Monte Carlo for a weekend at his company’s expense to “catch up” and maybe talk about the relationship between our companies. May I accept? A: No. The lavish nature of the entertainment at a minimum creates the appearance of a personal benefit to you, which could be perceived as biasing your judgment in favor of the supplier. Any benefit that creates the appearance of influence violates our Giving and Receiving: Gifts, Entertainment and Contributions Policy. Q: We’ve been hired to evaluate part of a client’s operations that employs a Marsh McLennan sister company as a key service provider. Our analysis may need to include an assessment of the work performed by our sister company. What should we do? A: This is a significant conflict of interest. Work with Compliance and those in charge of the client relationship in both businesses to make sure you handle this professionally. At a minimum, you will need to inform the client about the fact that your company and the sister company are both affiliated with Marsh McLennan. The Greater Good | We build trust in the Company 60

 

Q: My wife runs a training consulting firm. Can she submit a proposal to become a vendor of Marsh McLennan? A: She is welcome to submit a proposal. To be sure to avoid any conflict of interest, you should disclose this relationship to your manager, refer the request to Procurement and refrain from participating in this matter. The most important action with any potential conflict of interest is to disclose it so it can be properly managed. Q: A supplier invited me to a charitable golf tournament and my Compliance Officer approved my attendance. At the tournament, I won a set of clubs valued at $2,000 in a door-prize raffle. Is it OK to accept them? A: Not necessarily. A prize received in a contest or a raffle is a gift. A $2,000 gift is likely extravagant and accepting it would almost certainly violate our Giving and Receiving: Gifts, Entertainment and Contributions Policy. Q: I’ve developed a close relationship with one of my clients. At holiday time, I’d like to send him a gift basket including a few bottles of good wine. Is this OK? A: Maybe. First, check your client’s Code of Conduct. Many of our clients prohibit employees from receiving gifts of value. If it passes the client’s test, review our Giving and Receiving: Gifts, Entertainment and Contributions Policy as well as your business policy. Generally, any gift you give must be: less than your business’s policy threshold; not cash or cash-equivalent; legal; reasonable under the circumstances; free of any intention to improperly influence business decisions and unlikely to create the appearance of influence. Q: I am aware of a significant new development in our business that I think is going to send the value of the Company’s stock skyward. I know that I can’t buy stock with this information, but I can recommend that my friend invest in our Company, right? A: No. You cannot trade in Company stock with this information, as it is “material nonpublic information.” Trading in Company stock while in possession of this type of information is insider trading and against Company policy and the law. However, you are also forbidden by Company policy and the law from making any recommendations to others to buy or sell Company stock based on this type of information, even if you do not share that information when making the recommendation. Doing so would be considered “tipping” and could subject both you and your friend to civil and criminal penalties. Q: I have discovered through my work with the Company that one of our clients is planning a partnership with a small, publicly traded company. It seems like a great time to invest in the smaller firm, and they’re not one of our clients. May I do so? A: No. You are in possession of “material nonpublic information” and must not trade on it. If and when the information about the partnership becomes public, you may make the purchase, but not before. The Greater Good | We build trust in the Company 61

 

Q: I was attending a meeting with several other Company employees at a hotel. At lunchtime, they all left their laptops in the conference room. I was nervous about it, but I did the same. Was this all right? A: No. The laptops and the information in them are Company assets. The laptops must be protected from loss or theft and the information must be protected from unauthorized disclosure. You and your colleagues should have taken additional steps to protect the laptops, such as locking the conference room or bringing your laptops with you to lunch. This will be a recurring issue when you are out of the office on business. Avoid leaving laptops and other portable equipment in plain sight in unoccupied cars or hotel rooms. If feasible, use a locked compartment in the car or the safe in the hotel room when you cannot bring your laptop with you. Q: I received a phone call from a person claiming to be a representative of one of our business partners. He asked if I could send him some files for a project I’m working on. What should I do? A: You should confirm that the person requesting the information is who he says he is and that he is authorized under our contract to receive the information. If you are able to confirm this, make sure that each page of the document is clearly marked with the proper classification and that the file is transmitted securely in accordance with its classification. Q: I occasionally record sales figures early or expenses late. That’s OK, isn’t it? It’s not like I’m making the numbers up. A: Company policy and the law require us to record all transactions truthfully, accurately and in a timely way. Recording transactions in the wrong time period misrepresents our financial results. Q: A friend of mine says that I could get into trouble for posting things about the Company on my Facebook page. Only my “friends” see my posts, and I’m not posting anything related to financials, so I don’t think it’s an issue. Who’s right? A: Your friend is correct. Facebook is a public site, even if your personal page is not, and information that could affect public perceptions about the Company or the Company’s reputation can be passed quickly and easily from your “friends” to other parties. You should exercise caution when posting to blogs or social media sites anything that concerns your employment with the Company. Q: A reporter for the Financial Times contacted me and asked me to elaborate on the Company’s position on a current piece of legislation. My manager and I had just talked about the new law earlier that morning, and I’ve got a pretty good handle on it. Can I answer the reporter’s questions? A: No. All requests from the media should be referred to your Media Relations department or Corporate Communications—even if you think you know what they will say. The Greater Good | We build trust in the Company 62

 

We build trust with communities

 

We build trust by acting responsibly. The Greater Good | WWee bbuuiilldd ttrruusstt bwyi tdho icnogm thmeu rnigithiet sthing 64

 

We manage business conflicts of interest with fairness and integrity We are committed to sustainable development goals around: affordable healthcare; human dignity; gender equality; energy security and access to reliable and sustainable energy supplies; inclusive economic growth and job creation; and climate change mitigation and resilience to climate-related natural disasters—and we are committed to the promotion of public-private partnerships to achieve these goals. MAKE SURE YOU Abide by the Marsh McLennan Client Engagement Principles. Do your part to reduce your use of energy, minimize printing and the use of paper, and recycle whenever possible. Speak up with any suggested environmental or social actions or practices for our colleagues, clients and communities. WATCH OUT FOR Business practices that pose an environmental hazard or unnecessarily use natural resources. RELATED POLICIES AND GUIDANCE Marsh McLennan Client Engagement Principles Sustainability at Marsh McLennan The Greater Good | We build trust with communities 65

 

We make an impact. The Greater Good We build trust with communities 66

 

Our colleagues live in thousands of communities in more than 100 countries. We are committed to the communities we call home. We demonstrate our social impact through employee volunteering and partnerships with organizations whose programs and services help build resilient communities. In order to maximize the impact of our charitable efforts, and to make sure the money we spend advances the common good, the Company has processes for proposing and approving charitable contributions and individual fundraising. MAKE SURE YOU Follow the Company’s policies for making charitable contributions. Each contribution must be approved in advance pursuant to your business’s procedures. Follow the Company’s fundraising guidelines when organizing a charitable organization’s fundraising event. WATCH OUT FOR Requests from clients to give to charitable causes. These requests must be approved according to Company processes, like all other charitable contributions. If a client asks you to contribute from your own funds, consult your manager or Legal and Compliance. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Global Fundraising Guidelines Social Impact at Marsh McLennan Working with Third Party Providers, Governments and Vendors Policy The Greater Good | We build trust with communities 67

 

We engage appropriately in the political process. The Greater Good | We build trust with communities 68

 

As a responsible corporate citizen, Marsh McLennan may engage in political activities. At all times, these activities will comply with local and national laws. In the US, the Company has a political action committee (Marsh McLennan PAC), which may make contributions to US federal candidates, campaigns, political parties or political committees. MAKE SURE YOU Receive approval from the CEO of your business, in consultation with Public Affairs, before engaging in political activities on behalf of the Company. Do not make any political contributions on behalf of the Company. Avoid any suggestion that your personal views and activities are those of the Company. Do not use Company resources or facilities to support your personal political activities. Understand the rules governing contributions to our Political Action Committee. The Company does not require contributions, and any coercion or pressure to contribute is prohibited. WATCH OUT FOR Interactions with government officials or regulators that could be seen as lobbying. Any lobbying activities must be discussed in advance with Government Relations. RELATED POLICIES AND GUIDANCE Giving and Receiving: Gifts, Entertainment and Contributions Policy Global Fundraising Guidelines Social Impact at Marsh McLennan Working with Third Party Providers, Governments and Vendors Policy The Greater Good | We build trust with communities 69

 

The Greater Good | WWee bbuuiilldd ttrruusstt bwyi tdho icnogm thmeu rnigithiet sthing 70

 

We are a publicly traded US corporation governed by an independent Board of Directors. We are committed to best practices in corporate governance. We have approval policies and procedures in place to protect the Company, our colleagues, our clients and our shareholders. It is each colleague’s responsibility to know our procedures and adhere to them. MAKE SURE YOU Know the approval procedures for your business and Marsh McLennan and obtain all required approvals in a timely way. Consult with Legal and Compliance whenever you are unsure about the correct procedure. WATCH OUT FOR Decision-making that prioritizes short-term results over good governance. RELATED POLICIES AND GUIDANCE Marsh McLennan Approval Procedures Marsh McLennan Corporate Governance Guidelines The Greater Good | We build trust with communities 71

 

Q: A colleague who reports to me runs a small nonprofit organization in addition to her responsibilities for the Company. I’ve noticed she often uses her office phone to make calls concerning her nonprofit organization. Is that acceptable? A: As a manager, you have a number of responsibilities in this situation. First, you should make sure your colleague has had her position with the nonprofit approved in accordance with the Company’s policy on Resolving Conflicts of Interest. Second, you should speak up if your colleague’s outside responsibilities are interfering with her ability to fulfill her responsibilities to the Company. Third, you should remind your colleague to avoid any suggestion that the Company endorses her nonprofit. Finally, you should remind your colleague to minimize her use of the Company’s phones or email, including her use for the nonprofit. Q: I am running for a position on my local town council. I want to send out an email to some of my colleagues about a fundraising event that I am hosting over the weekend. Is this OK? A: No. Although occasional use of email for personal purposes is generally permitted, using any Company property or resources, including email addresses, for political purposes, fundraising or other solicitation is prohibited. The Greater Good | We build trust with communities 72

 

57 Agents 11, 29, 33 Alcohol and Drugs 19 Antitrust 31 Audit 9, 11 B Bribes 32, 33 Business Records 56, 57 C Cash transactions 33, 43, 61 Charitable contributions 33, 61, 67 Client relationship 25, 29, 35, 38, 51, 60, 61 Communications 13, 17, 29, 57, 59, 62 Communities 4, 63, 65, 67, 69, 71 Company Assets 41, 55, 62 Compensation 13, 21, 25, 31, 33, 35 Competition Laws 31, 37 Competitor 11, 31, 33, 36, 37, 49 Confidential Information 20, 21, 27, 37, 53, 55 Conflicts of Interest 13, 25, 31, 35, 45, 46, 47, 48, 49, 60, 61, 65 Copyrights 55 D Disclosure 13, 21, 27, 35, 62 Discrimination 17, 22 Diversity 17, 45 E Entertainment 25, 29, 33, 35, 37, 38, 45, 49, 50, 51, 57 60, 61, 67, 69 Environment 22, 45, 65 Ethics & Compliance Line 9, 10, 11, 14 F Fair Competition 31 Family 33, 53 Financial Crimes 42 Funds 43, 60, 67 G Gifts 25, 29, 33, 37, 45, 49, 50, 51, 60, 61 Government Clients 28, 29, 33, 37, 51 Government Official 37, 69 H Harassment 17, 22 Health 18, 19, 21, 27 I Inside Information 52, 53, 61 Insider Trading 61 INDEX

 

12 Licensing 25 M Material Information 53, 61 Media Relations 59, 62 Money Laundering 41, 42, 43, 60 O Outside Employment 49 P Personal Benefit 25, 35, 45, 60 Political Contributions 33, 69 Privacy 20, 22 Protecting Client Information 26, 27, 53, 71 Protecting Colleague Information 21, 22, 62, 71 R Records Retention 21, 27 Regulations 9, 11, 25, 29, 45 Raising a Concern 9, 10, 13, 14, 25, 33 Reputation 9, 14, 22, 25, 35, 36, 45, 60, 62 Respect 4, 16, 17, 20, 25, 55 Retaliation 4, 10, 14 S Securities 49, 53 Sexual Harassment 17 Social Media 57, 59, 62 Subcontractors 11, 29, 45 Suppliers 11, 41, 44, 45, 49, 53, 57, 60, 61 T Trade Sanctions 41, 43 Trademarks 55 Transparency 48 Travel 27, 29, 33, 38, 57 V Values 5, 6 Violence Prevention 19 W Waivers 11 INDEX

 

This Code is not an employment contract or a guarantee of future employment. It does not provide any additional rights to any employee or other person or entity. The Company may amend the Code at any time. © 2021 by Marsh & McLennan Companies, Inc. All rights reserved. No part of this book may be reproduced in any form without written permission of the copyright owner. First published in the United States of America by Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, NY 10036 212 345 5000 www.mmc.com For more information, go to www.integrity.mmc.com

 

EXHIBIT 99p3

 

 

ACADIAN ASSET MANAGEMENT LLC

CODE OF ETHICS

JANUARY 2022

 

 
Table of Contents

 

Summary of Material Code Changes   5
     
Introduction   6
     
General Principles   7
     
Scope of the Code   7
     
Persons Covered by the Code   7
     
Reportable Investment Accounts   8
     
Securities Covered by the Code   9
     
Blackout Periods and Restrictions   9
     
Short-Term Trading   10
     
BrightSphere Stock   10
     
Securities Transactions requiring Pre-clearance   11
Initial Public Offerings   11
Limited of Private Offerings   11
     
Exceptions specific to Certain Accounts and Transaction Types   12
     
Standards of Business Conduct   13
     
Compliance with Laws and Regulations   13
     
Conflicts of Interest   13
Conflicts among Client Interests   14
Competing with Client Trades   14
Disclosure of Personal Interest   14
Referrals/Brokerage   14
Vendors and Suppliers   14
     
Market Manipulation   14
     
Insider Trading and Regulation FD   15
     
Material Non-public Information   15
Penalties   15
Regulation FD   16
     
Gifts and Entertainment   17
General Statement   17
Gifts   17
Receipt   17
Offer   18
ERISA, Taft Hartley and Public Plan Clients and Prospects   18
Cash   18
     
Entertainment   18
Providing   18
Accepting   18

 

Updated as of January 2022 2
 
ERISA, Taft Hartley and Public Plan Clients and Prospects   19
     
Expense Reports for Gifts and Entertainment   19
     
Conferences   19
     
Quarterly Reporting of Gifts and Entertainment   19
     
Political Contributions and Compliance with the Pay-to-Play Rule Requirements   19
     
Anti-bribery and Corruption Policy   21
Foreign Corrupt Practices Act   21
     
Charitable Contributions   22
     
Confidentiality   22
     
Service on a Board of Directors   22
     
Partnerships   23
     
Other Outside Activities   23
     
Marketing and Promotional Activities   23
     
Affiliated Broker-Dealers   23
     
Compliance Procedures   24
Reporting of Access Person Investment Accounts   24
Duplicate Statements   24
Personal Securities Transactions Pre-clearance   24
Pre-Approval of Political Contributions   25
Quarterly Reporting of Transactions   25
Quarterly Reporting of Gifts and Entertainment   25
Quarterly Reporting of Private Investments   25
Quarterly Reporting of Political Contributions   25
Annual Reporting   26
     
New Hire Reporting   26
     
Review and Enforcement   26
     
Certification of Compliance   27
Initial Certification   27
Acknowledgement of Amendments   27
Annual Certification   27
     
Access Person Disclosure and Reporting   28
     
Recordkeeping   29
     
Form ADV Disclosure   30
     
Administration and Enforcement of the Code   30
     
Responsibility to Know Rules   30

 

Updated as of January 2022 3
 
Excessive or Inappropriate Trading   30
     
Training and Education   30
New Hires   30
Annual   30
     
Compliance and Risk Committee Approval   31
     
Report to Fund CCOs and Boards   31
     
Report to Senior Management   31
     
Reporting Violations and Whistleblowing Protections   31
     
Fraud Policy   31
     
Sanctions   33
     
Further Information about the Code and Supplements   34
Persons Responsible for Enforcement and Training   34
     
Questions and Answers   34
     
Appendices (in pdf only)   35
     
A. CFA Institute Asset Manager Code of Professional Conduct   35

 

 

Updated as of January 2022 4
 
Summary of Code Changes

 

The limited changes to the previous code that had been in effect since January 2021 include administrative updates and changes to reflect that Acadian is now the only affiliate of BrightSphere.

 

Updated as of January 2022 5
 
Introduction

 

Acadian Asset Management LLC (“Acadian”) has adopted this Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) and rule amendments under Section 204 of the Advisers Act. The Code sets forth standards of conduct expected of Acadian’s employees, and certain consultants, and contractors. Acadian has also adopted the CFA Institute Asset Manager Code of Professional Conduct attached as Appendix A. Compliance with the Code is a condition of employment.

 

The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by Acadian and our Access Persons. As a fiduciary, Acadian has the responsibility to render professional, continuous, and unbiased investment advice, owes our clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of our clients, and must avoid or disclose conflicts of interests.

 

This Code is designed to:

Protect Acadian’s clients by deterring misconduct;
Guard against violations of the securities laws;
Educate Access Persons regarding Acadian’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 Acadian; and
Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

 

This Code is based upon the principle that the members of our Board of Managers, Executive Committee, officers, and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) materially serving their own personal interests ahead of clients; (ii) materially taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of Acadian’s Chief Compliance Officer to report violations of the Code to Acadian’s Compliance and Risk Committee, the Executive Committee, and if deemed necessary, to our Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

 

Schwab Compliance Technologies

 

Schwab Compliance Technologies (“SCT”) will be the primary system utilized to transmit all Code related requests and for required reporting.

 

Updated as of January 2022 6
 
Part 1. General Principles

 

Our principles and philosophy regarding ethics stress Acadian’s overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian’s operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

 

1.The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

 

2.All personal transactions in securities by Access Persons must be accomplished so as not to conflict materially with the interests of any client.

 

3.All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the person’s independence or judgment.

 

4.Personal, financial, and other potentially sensitive information concerning the firm, our clients, our prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

 

5.All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian’s reputation.

 

6.All Access Persons will comply with all laws and regulations applicable to our business activities.

 

The U.S. Securities and Exchange Commission (the “SEC”) and U.S. federal law require that the Code not only be adopted but that it also is enforced with reasonable diligence.

 

The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

 

Part 2. Scope of the Code

 

A.       Persons Covered by the Code

 

Whether an individual is considered an “Access Person” or “Supervised Person” under the Code and thus subject to Code compliance is dependent upon various factors including: job responsibilities, systems access, whether an individual primarily works on-site, and if a contractor, length and scope of engagement. Ultimate determination as to whether any individual or action is subject to or exempt from the Code, or if a Code exception should be granted, is left to the Chief Compliance Officer.

 

Updated as of January 2022 7
 

An “Access Person(s)” includes employees, consultants, and contractors, whose job responsibilities require him or her to spend a significant amount of time working on-site and that require him or her to access Acadian’s research and/or trading databases to perform their job requirements. Any other employee, consultant or contractor not meeting that definition is a “Supervised Person.”

 

Certain immediate family members1, or other persons subject to the financial support of an Access Person, are subject to certain requirements imposed on an “Access Person” under the Code. For these individuals, an Access Person must report their covered investment accounts, pre-clear their personal securities transactions in covered securities in private investments and partnerships, ensure their personal securities transactions comply with blackout and sixty-day trading restrictions, and provide duplicate copies of their account statements upon request.

 

Each Access Person should inform a Compliance Officer when their immediate family members change. Each Access Person is also required to ensure that any immediate family member as defined herein, or person subject to the Access Person’s financial support, is complying with applicable Code requirements. Access Persons should educate these individuals on their requirements. Oversight is a must. Non-compliance with the Code by any immediate family member will have the same ramifications on the Access Person as if it were the Access Person him or herself who did not comply.

 

Members of Acadian’s Board of Managers employed by our immediate parent company, BrightSphere Affiliate Holdings, LLC or our ultimate parent company, BrightSphere Investment Group Inc (“BSIG or BrightSphere”), along with any other non-resident officer, director, manager or immediate family member of an Access Person, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian’s Chief Compliance Officer, or who does not have access to Acadian’s internal research and trading information, shall be exempt from the requirements imposed by this Code.

 

B.       Reportable Investment Accounts

 

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest in which a covered security is eligible for purchase or sale. Examples of reportable accounts typically include:

 

individual and joint accounts including accounts established through your employment with Acadian such as a 401K and/or deferred compensation account
accounts in the name of an immediate family member as defined in the Code
accounts in the name of any individual subject to your financial support
trust accounts
estate accounts
accounts where you have power of attorney or trading authority
other types of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

 

Exception: 529 plans that are not managed or offered by an affiliate are not considered a reportable account under the Code. Further, any transactions within such plans do not require pre-clearance or reporting on a holdings report.

 

 

1 An immediate family member is defined to include any relative by blood or marriage living in an Access Person’s household who is subject to the Access Person’s financial support or any other individual living in the household subject to the Access Person’s financial support (spouse, minor children, a domestic partner etc.).

 

Updated as of January 2022 8
 

C.       Securities Covered by the Code

 

For purposes of the Code and our reporting requirements, the term “covered security” will include the following:

 

any stock or corporate bond;
ETFs and Depositary Receipts (e.g., ADRs, EDRs and GDRs);
municipal, Government Sponsored Entities (GSE) and agency bonds;
investment or futures contracts with the exception of currency;
commodity futures;
options or warrants to purchase or sell securities;
limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);
UITs, foreign (offshore) mutual funds, and closed-end investment companies;
shares of open-end mutual funds that are advised or sub-advised by Acadian2; and
private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

 

Additional types of securities may be added at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

However, the following are excluded:

 

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 issued by money market funds (domiciled inside or outside the United States); and
shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian’s affiliates, including all companies under the BrightSphere ownership umbrellas.
529 plans that are not managed or offered by an affiliate.

 

Cryptocurrencies:

 

Initial coin offerings (“ICOs”) are securities under current SEC rules. As such, you are required to seek pre-approval for investments in ICOs, report the accounts you open to hold ICOs, and report transactions in ICOs (e.g. same as if you were buying an equity IPO). ICOs are subject to the 60-day hold requirements. Bitcoin ETFs would be subject to the same requirements.

 

Bitcoin, bitcoin cash and bitcoin futures are NOT securities under current SEC regulations and therefore “trading” in such cryptocurrencies are not reportable under the Code at this time.

 

D.       Blackout Periods and Restrictions.

 

Access Persons will be permitted to trade subject to the following conditions:

 

 

2 A transaction in fund advised or sub-advised by Acadian is subject to pre-clearance requirements unless the transaction is occurring in Acadian’s 401K or deferred compensation plans. However, all holdings in such funds, including those owned in your 401K and deferred compensation accounts, must be reported on your year-end holdings report.

 

Updated as of January 2022 9
 
(1)No personal trades will be permitted in any individual security on the same day that Acadian trades that security or a similar line of the same security on behalf of any client.

 

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa.

 

Acadian’s Compliance Group may allow exceptions to this “blackout” policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running, conflicts of interest, or client detriment, are not present and the equity of the situation strongly supports an exemption.

 

(2)Short-Term Trading Restriction.

 

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in mutual funds advised or sub-advised by Acadian or in any other covered security.

 

Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

 

Acadian’s Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption.

 

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition are subject to being unwound. Otherwise, any profit realized on such short-term trades shall be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

 

An Access Person wishing to execute a short-term trade must request an exception when entering the pre-clearance request.

 

E.       BrightSphere Stock

 

For Clients:

Acadian is restricted from purchasing or recommending the purchase or sale of BrightSphere stock (“BSIG”) on behalf of our clients.

 

For Access Persons:

 

Acadian Access Persons, Supervised Persons, or their immediate family members may invest in BSIG. To reduce the risk that such investment might be found to have resulted from insider trading or another violation of securities laws, BrightSphere has established a policy setting forth when trading in BSIG is not permitted or appropriate. This Policy applies to all Acadian Access Persons, Supervised Persons, or their immediate family members.

 

Mandatory Requirements/Prohibitions of BrightSphere’s policy:

 

Updated as of January 2022 10
 
 Prohibits trading in BSIG when in possession of material, nonpublic information (“MNPI”)
Prohibits communicating MNPI to any third-party unless for legitimate purposes.
Prohibits engaging in any transaction involving BSIG during a blackout period. Blackout periods will be communicated to Acadian compliance.
Prohibits engaging in short sales of BSIG or trading in naked options.
Requires obtaining pre-clearance from BSIG prior to trading in any BSIG security.

 

Please send your pre-clearance request to Acadian compliance and we will facilitate on your behalf with BSIG.

 

F.       Securities Transactions requiring Pre-clearance

 

With limited exceptions noted in section G below, discretionary transactions executed by an Access Person in the following covered securities must be “pre-cleared” with the Compliance Group in accordance with the procedures outlined herein prior to execution:

 

any stock or corporate bond;
ETFs and Depositary Receipts (e.g. ADRs, EDRs and GDRs);
investment or futures contracts with the exception of currency;
options or warrants to purchase or sell securities;
limited partnerships meeting the SEC’s definition of a “security” (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);
UITs, foreign mutual funds, and closed-end investment companies;
shares of open-end mutual funds that are advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),
private investment funds (including Acadian managed commingled funds), hedge funds, and investment clubs.

 

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Group as new types of securities are offered and traded in the market and/or Acadian’s business changes.

 

Initial Public Offerings Acadian as a firm typically does not participate in initial public offerings (IPO). Access Persons must pre-clear for their personal accounts purchases of any securities in an IPO. Such pre-clearance is required even if the purchase is made on behalf of the Access Person by a broker or investment adviser without the Access Person’s influence or control in a fully discretionary managed account. Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

 

Limited or Private Offerings Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Such pre-clearance is required even if the transaction is made on behalf of

 

Updated as of January 2022 11
 

the Access Person by a broker or investment adviser without the Access Person’s influence or control in a fully discretionary managed account. Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm’s brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person’s investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

 

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are reportable accounts but are exempt from the requirements to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in “affiliated” funds you must report any holdings on your year-end holdings report. For example, this would include the required reporting of any affiliate-managed fund in the deferred compensation plan as well as in the 401K plan.

 

G.       Exceptions specific to certain account and transaction types:

 

1.Other than transactions in Initial Public Offerings or Limited or Private Offerings as described above, transactions occurring within investment accounts in which the Access Person had no direct or indirect influence or control over the transactions do not require pre-clearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports provided the following conditions are met:

 

The account is disclosed to a compliance officer before trading commences and the compliance officer is provided with necessary documentation to confirm that the Access Person will not have direct or indirect influence over transactions in the account; and

 

The Access Person and/or the investment manager for the account provides written confirmation periodically at the request of a compliance officer that the Access Person did not have any direct or indirect influence on any of the transactions executed in the account.

 

Examples of such accounts include accounts where 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 and the party directing the transaction has utilized such discretion).

 

2.Transactions occurring within a reported investment account that are part of an automatic dividend reinvestment plan, or a pre-established dollar cost averaging type contribution plan do not require pre-clearance, are not subject to blackout or holding period restrictions, and do not require reporting on holding reports.

 

3.The following transactions in covered securities within a reported investment account are exempt from the Code’s pre-clearance, blackout and short-term trading requirements but must be disclosed on year-end holding reports:

 

a.purchases or sales that are involuntary on the part of the Access Person
   
Updated as of January 2022 12
 
b.purchases or sales within Acadian’s 401k or deferred compensation plans

 

c.purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired

 

d.purchases or sales of currencies and interest rate instruments or futures or options on them

 

e.purchases or sales of municipal, Government Sponsored Entities (GSE) and agency bond

 

f.purchases or sales of commodity futures or commodity future ETFs

 

g.purchase or sales of non-affiliated broad index ETFs (defined as having minimum of 25 securities)

 

Part 3. Standards of Business Conduct

 

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian’s business activities. Acadian’s reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian’s business conduct standards.

 

A.       Compliance with Laws and Regulations

 

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all firm policies and procedures including, but not limited to, those found in this Code of Ethics, the Compliance Manual, the IT Security Policy, and the Employee Handbook. Access Persons are not permitted to:

 

a.engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

 

b.make false or misleading statements, spread rumors, or fail to disclose material facts;

 

c.engage in any manipulative practice with respect to securities, including price or market manipulation; or

 

d.utilize or transmit to others “inside” information as more fully described herein.

 

B.       Conflicts of Interest

 

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest, including those between personal and Acadian related activities, and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes. We disclose these conflicts as part of our Compliance Manual, which is typically updated annually, as well as in Form ADV, Part 2A, which is updated and delivered annually to each client. Examples of certain conflicts related to the Code include:

 

Updated as of January 2022 13
 
1.Conflicts among Client Interests. Conflicts of interest may arise where Acadian or our Access Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

 

2.Competing with Client Trades. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

 

3.Disclosure of Personal Interest. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, Board membership, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

 

4.Referrals/Brokerage. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian’s policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies. Access Persons should refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom Acadian conducts business for our clients.

 

5.Vendors and Suppliers. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian’s business with those companies.

 

C.       Market Manipulation

 

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Access Person, including via any personal blogs, websites or chat rooms.

 

Acadian only permits employees to use the Acadian email system and Bloomberg Instant Messaging to send external business-related correspondence. Acadian employees shall have no expectation of privacy in the content or attachments of any email sent or received through the Acadian email system or Bloomberg Instant Messaging.

 

The use of personal email, text, instant messaging other than Bloomberg, or the use of personal social media sites such as Facebook, Twitter, and LinkedIn to conduct Acadian business or to solicit prospects or clients is prohibited unless preapproved in writing by a compliance officer.

 

Updated as of January 2022 14
 

D.       Insider Trading and Regulation FD

 

As a general rule, it is against the law to buy or sell any securities while in possession of material, non-public information relevant to that security (sometimes called “inside information”), or to communicate such information to others who trade on the basis of such information (commonly known as “tipping”). Information is “material” as to a security if a reasonable investor would consider the information significant in deciding whether to buy, hold or sell the security, i.e., any information that might affect the price of the security. Material information can be positive or negative and can relate to virtually any aspect of the Company’s business.

 

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law. This specifically includes personally trading or informing others of the securities held in a client portfolio or transactions contemplated on behalf of any client.

 

Insider Trading - Material Non-Public Information.

 

The term “material non-public information” relates not only to issuers but may also include Acadian’s AUM, internal information, securities recommendations and client securities holdings and transactions. Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company’s securities. Examples of events or developments that should be presumed to be “material” with respect to Acadian’s activities that should not be discussed outside Acadian and should only be discussed internally with those with a need to know include:

 

knowledge of a trend in revenues, earnings, or assets under management not yet fully disclosed to the public (Acadian AUM must not be released to the public until seven business days after each month end);
acquisition, material loss, or regulatory action;
material change in the number of clients;
significant legal exposure due to actual, pending or threatened litigation;
a purchase or sale of substantial assets;
changes in senior management or other major personnel changes; and
changes in our auditors or a notification from its auditors that we may no longer rely on the auditor’s audit report.

 

These examples are illustrative only; many other types of information may be considered “material,” depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. Information is “non-public” as to a security until it has been effectively communicated to the marketplace through a press release or other appropriate news media and enough time has elapsed to permit the investment market to absorb and evaluate the information. In many cases, this process may require the passage of several trading days after any initial disclosure. If there can be any doubt whatsoever as to whether information has been effectively communicated to the marketplace, such information should be considered non-public until such time as there is no doubt. You should direct any questions about whether information is material to the Compliance Group.

 

Insider Trading - Penalties

 

Both the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”) are very effective at detecting and pursuing insider trading cases and they have aggressively prosecuted insider traders and tippers. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the

 

Updated as of January 2022 15
 

profit gained (or loss avoided) by that person and/or his or her “tippee,” and criminal fines of up to $5,000,000. In addition, if it is found that the Company failed to take appropriate steps to prevent insider trading, the Company may be subject to significant criminal fines and civil penalties of up to $1,000,000 or, if greater, three times the profit gained (or loss avoided) as a result of the insider trading.

 

You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal and reporting to legal and regulatory authorities.

 

Before executing any trade for yourself or others, including clients, an Access Person must determine whether he or she has access to material non-public information.

 

If you think that you might have access to material non-public information, you should take the following steps:

 

1. report the information and proposed trade immediately to the Chief Compliance Officer.

 

2. do not purchase or sell the securities on behalf of yourself or others, including clients.

 

3. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

 

Regulation FD

 

As an affiliate of BrightSphere Investment Group Inc. (“BSIG”), a publicly traded company, Acadian is committed to fair disclosure of information related to Acadian or BSIG that could influence the value of BSIG’s securities and will not act to advantage any particular analyst or investor, consistent with the United States Securities and Exchange Commission’s (the “SEC’s”) Fair Disclosure Regulation (“Regulation FD”).

 

BSIG will continue to provide current and potential investors with information reasonably required to make an informed decision on whether to invest in BSIG’s securities, as required by law or as determined appropriate by BSIG management.

 

Acadian prohibits Access Persons from making any disclosure of material nonpublic information about Acadian or BSIG to anyone outside Acadian (other than for business purposes to persons who first are obliged to maintain confidentiality with respect to such information) unless BSIG discloses it to the public at the same time in a manner consistent with Regulation FD. Examples of activities subject to this policy include:

 

Quarterly earnings releases and related conference calls;
Providing guidance as to BSIG’s financial performance or results;
Contact with financial analysts covering BSIG;
Reviewing analyst reports and similar materials;
Referring to or distributing analyst reports regarding BSIG;
Analyst and investor visits;
Speeches, interviews, seminars and conferences;
Responding to market rumors;
Responding to media inquiries regarding financial or other material events; and
Postings on Acadian’s or BSIG’s website.

 

Definitions of “Material” and “Nonpublic”

 

Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or it could reasonably be

 

Updated as of January 2022 16
 

expected to have a substantial effect on the price of BSIG’s securities. While it is not practical to compile an exhaustive list, information concerning any of the following items specific to Acadian or BSIG should be reviewed carefully to determine whether such information is, or is not, material:

 

Earnings, including whether BSIG will or will not meet expectations;
Material changes in Acadian assets under management;
Material changes in the number of clients;
Mergers, acquisitions, tender offers, joint ventures, or changes in assets under management;
Acquisition or loss of an important client or contract;
Changes in senior management;
Changes in compensation policy;
A change in auditors or auditor notification that Acadian or BSIG may no longer rely on an audit report;
A change in an auditor’s opinion with respect to Acadian’s or BSIG’s financial statements;
The issuance by the auditors of a going concern qualification;
Financings and other events regarding BSIG’s securities (e.g., defaults on debt securities, calls of securities for redemption, repurchase plans, stock splits, public or private sales of additional securities);
Transactions with directors, officers or principal security holders;
Regulatory approvals or changes in regulations and any analysis of how they affect BSIG; and
Significant litigation.

 

“Nonpublic” information is information that has not been previously disclosed to the general public by means of a press release, SEC filing or other media for broad public access. Disclosure to even a large group of analysts or stockholders does not constitute disclosure to the public.

 

E.         Gifts and Entertainment

 

1.         General Statement

 

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

 

Supervisors of specific business units have the discretion to set more restrictive entertainment and gift policies than those in this Code that individuals subject to their supervision must comply with.

 

2.         Gifts

 

a.Receipt - No Access Person may receive gifts totaling more than de minimis value ($100 per calendar year) from any person or entity that does investment related business with or on behalf of Acadian. For example, regardless of the number of employees at XYZ broker who provide a gift, the aggregate value of the gifts
   
Updated as of January 2022 17
 

that can be accepted by an Access Person from all individuals associated with XYZ broker is $100. Promotional items containing the name and/or logo of the provider shall not be considered a gift provided its estimated value is under $100.

 

Access Persons are expressly prohibited from soliciting any gift related to our investment activities.

 

b.Offer – No Access Person may give or offer any gift of more than de minimis value ($100 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain investment related business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

 

Gifts to ERISA, Taft-Hartley, and Public Plan Clients and Prospects

 

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to their representatives. The Compliance Group should be consulted prior to providing any type of gift of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer as the offer of a gift alone, without actually providing the gift, could be a violation.

 

3.Cash - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

 

4.Entertainment -

 

Providing Entertainment: No Access Person may provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may occasionally provide business entertainment events, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the Access Person is present.

 

Accepting Entertainment: The firm recognizes that Access Person participation in entertainment provided by those with whom we conduct investment related business may be beneficial and further legitimate business interests. However, the acceptance of extravagant or excessive entertainment from a client, prospective client, or any person or entity that does or seeks to do investment related business with Acadian is not permitted.

 

Access Persons are permitted to attend occasional business meals, at a venue where business is typically discussed, of reasonable value, provided that the person or a representative of the organization providing the meal is present.

 

Access Persons are also permitted to attend other entertainment events, such as sporting events, subject to the following conditions:

 

1.A representative of the hosting organization must be present;
2.The primary purpose of the invitation must be to discuss business or to build a business relationship; and
   
Updated as of January 2022 18
 
3.You must receive prior written approval from your supervisor regardless of the value of the entertainment being provided.

 

Access Persons are expressly prohibited from soliciting any entertainment related to our investment activities.

 

Entertainment to ERISA, Taft-Hartley and Public Plan Clients and Prospects

 

Regulations relating to the investment management of ERISA, state or municipal pension funds, and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to their representatives. The Compliance Group should be consulted prior to providing any type of entertainment of any value to such clients or prospects as restrictions vary and many require detailed reporting be provided of such activity both by Acadian as provider and by the recipient. It is also advisable as a best practice to consult with the intended recipient before making such an offer as the offer of a entertainment alone, without actually providing the entertainment, could be a violation.

 

5.         Detailed Expense Reports Required for Gifts and Entertainment

 

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly discloses what was provided, the names of each individual recipient, and the organization that each recipient represented. Appropriate supporting receipts must be provided. Certain ERISA, public plan clients, and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

 

6.Conferences – Access Person attendance at all third-party sponsored industry conferences is subject to supervisor approval. If the conference involves potential clients, prospects, or consultants, and Acadian’s attendance at the conference will be paid for by the host or a third party (including conference fee, travel and lodging as examples), this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to BrightSphere sponsored and hosted conferences.

 

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

 

7.Quarterly Reporting – Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis. Gifts and entertainment provided will be monitored through the periodic review of expense reports.

 

F.       Political Contributions and Compliance with the Pay-to-Play Rule Requirements

 

Acadian as a firm is prohibited from making political contributions. Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business. Employees, contractors, or consultants of Acadian’s non-U.S. affiliated offices are prohibited from donating to any candidate in a U.S. election. As such, the requirements in this section are not applicable to these individuals.

 

Updated as of January 2022 19
 

Rule 206(4)-5 (the “Rule”) under the Advisers Act seeks to curtail “pay to play” practices by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests.

 

There are three key elements of the Rule:

 

(i)a two-year “time-out” from receiving compensation for providing advisory services to certain government entities after certain political contributions are made,
   
(ii)a prohibition on soliciting contributions and payments, and
   
(iii)a prohibition from paying third parties for soliciting government clients.

 

For purposes of the Code and the Rule, an “official” is any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate or successful candidate for elective office of a government entity, if the office: (i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity, or (ii) has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

 

A “government entity” includes all state and local governments, their agents, and instrumentalities, as well as all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. These entities are typically pension plans that are separate legal entities from state and local governments, but have elected officials as board members.

 

To ensure Acadian complies with the Rule, all Acadian Access Persons will be required to adhere to the following procedures:

 

1.Submit a written pre-approval form to the Compliance Group and receive compliance approval prior to making any political contribution to an “official” (includes incumbents, candidates, and committees as defined above) of a “government entity”, regardless of contribution amount.

 

2.Submit quarter-end and year-end reports of all political contributions made to any official of a government entity.

 

3.A prohibition from directly or indirectly soliciting political contributions on behalf of any official of a government entity if such individual can directly or indirectly influence the investment advisory business or from soliciting payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Pursuant to this provision, Access Persons are prohibited from:
   
indirectly making political contributions to politicians through, for example, spouses, lawyers or affiliated companies;
“bundling” a large number of small contributions to influence an election in the state or locality in which the Investment Adviser is seeking business;
soliciting contributions from professional service providers;
consenting to the use of Acadian’s name on fundraising literature for a candidate; and
sponsoring a meeting or conference which features an official as an attendee or guest speaker and which involves fundraising for the official (and, in this case, expenses incurred by the Access Person for hosting the event (such as the cost of
   
Updated as of January 2022 20
 

the facility or refreshments, or reimbursement of any of the official’s expenses for the event) would be a contribution by the Investment Adviser, thereby triggering the two-year “time-out” provisions of the Rule).

 

4.A prohibition on paying any non-regulated third party for soliciting advisory business from U.S. based government clients on our behalf.

 

Failure of each Access Person to adhere to the requirements of the Rule could result in Acadian being prohibited from receiving compensation from a government entity for a period of two-years from the date of the contribution.

 

G.Anti-Bribery and Corruption Policy and risks related to employee acts including political contributions and gifts/entertainment

 

The U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business. The person making or authorizing the payment must have a corrupt intent, and the payment must be intended to induce the recipient to misuse his official position to direct business wrongfully to the payer or to any other person. You should note that the FCPA does not require that a corrupt act succeed in its purpose. The offer or promise of a corrupt payment can constitute a violation of the statute. The FCPA prohibits any corrupt payment intended to influence any act or decision of a foreign official in his or her official capacity, to induce the official to do or omit to do any act in violation of his or her lawful duty, to obtain any improper advantage, or to induce a foreign official to use his or her influence improperly to affect or influence any act or decision. The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value. The prohibition extends only to corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political office. A “foreign official” means any officer or employee of a foreign government, a public international organization, or any department or agency thereof, or any person acting in an official capacity.

 

Obligations imposed on Access Persons go further than compliance with the FCPA. Bribery and corrupt business practices create unfair markets, erode public trust and stifle long-term economic development and are contrary to Acadian’s values. Bribery or corruption in any manner or for any purpose or benefit will not be tolerated and any such action by an Access Person or the firm is strictly prohibited. Access Persons must be committed to ethical and legal business conduct and must:

 

Act legally and with integrity at all times to safeguard its staff members, resources, tangible and intangible assets, and our reputation;
Create and maintain a trust-based and inclusive internal culture in which bribery and corruption are not tolerated;
Conduct all business relationships in an ethical and lawful manner; and
Cooperate fully with law enforcement and regulators locally within the bounds of local legislation.

 

Access Persons who deliberately breach the policy will be subject to disciplinary action, potentially leading to dismissal.

 

Access Persons are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. Access Persons must closely adhere to the gift and entertainment and the political contributions policies and procedures described herein. Any suspicions of bribery or corruption should be reported in accordance with the Whistleblowing policy set out in this Code. Acadian and all Access Persons are expected to cooperate fully with any law enforcement or regulatory inquiry into any bribery or corruption allegation.

 

Updated as of January 2022 21
 

H.       Charitable Contributions

 

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No donations should be made in the name of any client if such a donation would result in a violation of the client’s ethical requirements. This is typically the case with state and municipal clients.

 

Any request from a client or prospect for a charitable donation should be brought to the attention of a Compliance Officer. Any charitable donation made in response to a client or prospect request should be nominal as not to appear to have been made to obtain or retain the business and should be done in accordance with Acadian’s charitable giving policies.

 

I.       Confidentiality

 

Access Persons have the highest fiduciary obligation to protect and keep confidential at all times sensitive non-public information related to our clients, prospects, Access Persons, and the firm. Please also refer to your obligations to protect information from disclosure under Insider Trading and Regulation FD sections of this Code. This information may include, but is not limited to, the following:

 

a.any prospect or client’s identity (unless the client consents), any information regarding a client’s financial circumstances, business practices, or advice furnished to a client by Acadian;

 

b.information on specific client accounts, including recent or impending securities transactions by clients and activities of the portfolio managers for client accounts;

 

c.specific information on Acadian’s investments for clients (including former clients) and prospective clients and account transactions and holdings;

 

d.information on other Access Persons, including their social security numbers, financial account information and account numbers, compensation, benefits, position level and performance rating; and

 

e.information on Acadian’s assets under management, business activities, including new services, products, research, technologies, investment process, and business initiatives, unless disclosure has been authorized by Acadian.

 

Access Persons should not access information on any client, prospect, consultant, or employee that is not required to perform their specific job functions. Access Persons should not discuss or release any non-public information that they may be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

 

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. Any confidential information that must be transmitted over email or via the internet should also be protected in accordance with Acadian’s IT Security Policy.

 

J.       Service on a Board of Directors

 

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian, or as a member of an investment

 

Updated as of January 2022 22
 

organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group.

 

While the disclosure of Board membership or service on a charitable/non-profit organization is generally not required, disclosure and pre-approval would be required if your service involved participation on the finance, treasury, or investment committees or their functional roles or equivalents. Acadian may place specific restrictions on such service.

 

Each Board position should also be disclosed to the Compliance Group at least annually. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

 

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Access Person serves as a Board member.

 

K.       Partnerships

 

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation, or if already in existence at the time of employment, as part of New Hire reporting. Any such partnership interest should also be disclosed to the Compliance Group at least annually. Investment partnerships such as participating as a passive “partner” in a hedge fund would require pre-clearance and reporting on holdings reports.

 

L.       Other Outside Activities

 

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian if it had the potential of impacting or conflicting with their responsibilities to Acadian. Supervisors will involve the Compliance Group as needed.

 

M.       Marketing and Promotional Activities

 

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

 

N.       Affiliated Broker-Dealers

Certain employees of Acadian are affiliated with a third-party limited-purpose broker-dealer who holds their securities licenses Acadian will not utilize the services of this broker-dealer to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

 

Updated as of January 2022 23
 
Part 4. Compliance Procedures

 

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, submitted through the SCT system, 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 their supervisors, to senior management, to BrightSphere’s compliance, internal audit, legal or risk management teams, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request. To the extent possible, efforts will be made to preserve the confidentiality of any personal information contained on any such report prior to providing is to the requesting party.

 

A.Reporting of Access Person Investment Accounts

 

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a security can be purchased.

 

B.Duplicate Statements

 

Acadian’s Compliance Group, in its discretion, will determine if the receipt of duplicate investment account statements for any Access Person’s investment account will further enhance the Compliance Group’s ability to oversee and enforce the Code.

 

The purpose of receiving “duplicates” is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting. Duplicate investment account statements will typically be requested directly from the broker or adviser for any Access Person investment accounts where the Access Person exercises investment discretion over the account and has the ability to trade in covered securities including individual stocks, Acadian or affiliated managed funds, or other types of covered securities that may conflict with the type of investments Acadian makes for our clients.

 

Despite making such a request of a broker or adviser, we cannot guarantee a response. In such instances, the Compliance Group will decide if an alternative source of receiving statements should be pursued, including requesting statements directly from the Access Person.

 

Duplicate investment account statements are typically not requested or received for the following types of accounts:

 

accounts in which individual stocks, bonds, Depositary Receipts, ETFs, and Acadian advised or sub-advised mutual funds cannot be purchased or sold;
accounts where the Access Person has no direct or indirect influence or control over transactions in the account; and
Acadian’s 401K and deferred compensation plan accounts.

 

C.       Pre-clearance of Personal Securities Transactions

 

All Access Persons must strictly comply with Acadian’s policies and procedures regarding personal securities transactions in covered securities including requesting pre-clearance before trading in a covered security.

 

Updated as of January 2022 24
 

Pre-clearance approval is typically only effective on the day granted.

 

Pre-clearance requests, once granted, are only effective until the close of the market on which the “cleared” security trades. If the trade is not executed before market close on the day the pre-clearance was requested and granted, then the request would need to be re-submitted the following day. For example, pre-clearance requests granted on Monday in the U.S. for a security trading in the U.S. are effective until the close of U.S. markets that Monday.

 

One exception relates to the pre-clearance of a security trading on a foreign exchange. A request to trade a security trading on a foreign exchange made after close of the exchange but prior to the reopen of the exchange for the next trading day would be approved until the close of that foreign exchange on the next trading day.

 

No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

 

D.       Pre-Approval of Political Contributions

 

Access Persons must submit a pre-approval request to a member of the Compliance Group and receive compliance approval prior to making any political contribution to any “official” of a “government entity” regardless of contribution amount. Please refer to the Political Contributions section of the Code for the definition of official, government entity, and additional details.

 

E.       Quarterly Reporting

 

1.       Transactions

 

Within thirty (30) calendar days of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in reportable accounts in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold3.

 

2.       Gifts and Entertainment

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a quarterly report of any gifts or entertainment received from any person or organization doing or seeking to do investment related business with Acadian. A Supervisor approval is required when there is a reportable item. A report is required even if there is nothing to report but supervisor approval on such report is not required.

 

3.       Private Investments

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a report to certify that they either have no private investments to report or attest to all pre-existing private investments including any that were acquired within the previous quarter.

 

4.       Political Contributions

 

Within thirty (30) calendar days of each quarter end (end of April, July, October, and January) all Access Persons must submit a quarterly report of any political contributions made to any official of a government entity as defined in the Code. A signed report is required even if there is nothing to report. Access Persons located in Acadian’s non-U.S. affiliated offices are

 

 

3 Transactions in in covered securities in Acadian’s 401K plan and deferred compensation plan do not require quarterly reporting. Year-end holdings in these accounts must be reported.

 

Updated as of January 2022 25
 

prohibited from donating to any candidate in a U.S. election. As such, reporting requirements related to political contributions are not applicable to these individuals. Notwithstanding, each must comply with any reporting requirements that may be established specific to their office.

 

F.       Annual Reporting

 

By January 30th of each year, each Access Person must complete and submit a listing as of December 31 of the prior year of:

 

(1)

each investment account in which they have a direct or indirect interest in which a security can be purchased; 

(2)their investment holdings in covered securities (including a separate report for “private investments”) including security name, share amount, price per share and principal amount;
(3)a listing of all non-Acadian and non-investment related directorships or partnerships in which they are involved;
(4)a list of all political contributions made including candidate name, elected office, amount, and date; and
(5)Any other reports requested by the Compliance Group specific to the Access Person.

 

Your year-end investment holdings report must contain all holdings in covered securities in any covered accounts including those positions held in Acadian’s 401K plan, and deferred compensation plan. To be considered complete, these reports must contain the quantity and value of each reported holding as of December 31.

 

On an annual basis, each Access Person will also be required to provide certification of their receipt of the Code of Ethics and an acknowledgement of their obligation to comply with its requirements.

 

G.       New Hire Reporting

 

New Access Persons are required to file the following attestations within ten (10) business days of their hire date:

 

 a.Initial Affirmation acknowledging receipt of and compliance with the Code.
 b.Initial Report of Reportable Investment Accounts.
 c.Initial Report of Securities Holdings.
d.Access Person Partnership Involvement Relationship Report.
e.Access Person Report of Director/Relationship Involvement.
f.Access Person Report of Political Contributions for prior two years from hire date.

 

H.Review and Enforcement of Personal Transaction Compliance and General Code Compliance

 

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

 

a.An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of “Pre-clearance” submissions to any account statements that may have been received from brokers, advisers or other sources;
 b.Comparison of personal trading to any blackout period;
   
Updated as of January 2022 26
 
c.An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;
d.Periodically analyzing the Access Person’s trading for patterns that may indicate potential compliance issues including front running, excessive or short-term trading or market timing; and
e.Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

 

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to Access Person’s manager, the Compliance and Risk Committee, and, if the Chief Compliance Officer and Committee deem it necessary, to the Acadian Executive Committee or Board of Managers. Depending on the incident, BrightSphere’s Legal and Compliance groups may become involved as well as outside counsel for evaluation and recommendation for resolution.

 

Acadian’s Chief Compliance Officer reports all Code violations and their resolution, regardless of materiality, to Acadian’s Compliance and Risk Committee at least quarterly. Further, if the Chief Compliance Officer and the Committee deem it necessary, a Code violation may also be reported to the Acadian Executive Committee, the Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

 

I.          Certification of Compliance

 

1.Initial Certification. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certify 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 terms of the Code.

 

2.Acknowledgement of Amendments. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit an acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

 

3.Annual Certification. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.
   
Updated as of January 2022 27
 
Part 5. Access Person Disclosures and Reporting Obligations

 

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are “yes” or become “yes” at any time.

 

(1)In the past ten years, have you:

 

 (a)been convicted of or plead guilty to nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
   
 (b)been charged with any felony?

 

(2)In the past ten years, have you:

 

(a)been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign or military court to a misdemeanor involving: investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

 

(b)been charged with a misdemeanor listed in 2(a)?

 

3.Has the SEC or the Commodity Futures trading Association (CFTC) ever:

 

(a)found you to have made a false statement or omission?

 

(b)found you to have been involved in a violation of SEC or CFTC regulations or statutes?

 

(c)found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)entered an order against you in connection with investment related activity?

 

(e)imposed a civil money penalty on you or ordered you to cease and desist from any activity?

 

4.Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

 

(a)ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

 

(b)ever found you to have been involved in a violation of investment related regulations or statutes?

 

(c)ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)in the past ten years, entered an order against you in connection with an investment related activity?

 

(e)ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

 

5.Has any self-regulatory organization or commodities exchange ever:

 

(a)found you to have made a false statement or omission?
   
Updated as of January 2022 28
 
(b)found you to have been involved in a violation of its rules?

 

(c)found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

 

(d)disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

 

6.Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

 

7.Are you the subject of any regulatory proceeding?

 

8.Has any domestic or foreign court:

 

(a)in the past ten years, enjoined you in connection with any investment related activity?

 

(b)ever found that you were involved in a violation of investment related statutes or regulations?

 

(c)ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

 

9.Are you now the subject of any civil proceeding that could result in a “yes” answer to item 8 above?

 

Part 6. Record Keeping

 

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

 

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 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 Acadian);

 

Holdings and transactions reports made pursuant to the Code for the prior five years;

 

A list of the names of persons who are currently, or within the past five years were, Access Persons;

 

A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;

 

A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and
   
Updated as of January 2022 29
 
A copy of reports provided to the Board of Directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code for the past five years.

 

Part 7. Form ADV Disclosure

 

Acadian includes within our Form ADV, Part 2A a description of Acadian’s Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of Form ADV, Part 2A to each client annually and will provide a copy of our Code to any client or prospective client upon request.

 

Part 8. Administration and Enforcement of the Code

 

Responsibility to Know the Rules

 

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for misconduct.

 

A.       Excessive or Inappropriate Trading

 

Acadian 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 client account. 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 measures as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian 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 be brought to the attention of the Access Person’s supervisor and may not be approved or may be limited by the Compliance Group.

 

B.       Training and Education

 

New Hires

 

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must complete an affirmation of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

 

Annual

 

Mandatory annual Code training is required for all Access Persons. This training will be developed and led if in person by members of the Compliance Group and will reinforce key sections of the Code as well as any other hot button areas as determined by business changes or regulatory focus.

 

Updated as of January 2022 30
 

C.       Compliance and Risk Committee Approval

 

The Code will be submitted to Acadian’s Compliance and Risk Committee annually for approval.

 

D.       Report to the Board(s) of Investment Company Clients

 

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon request. Reports typically provided to Fund Board’s include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

 

E.       Report to Senior Management

 

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian’s Compliance and Risk Committee noting any violations of the Code. Any material violations will be escalated promptly.

 

F.       Reporting Violations and Whistleblowing Protections

 

Acadian is committed to fostering an environment of ethical and fair business conduct that requires all Access Persons to act honestly and with integrity at all times. Access Persons are required to report to the Chief Compliance Officer or a senior manager all potential instances of serious malpractice, material violations of company policies, and material violations of the Code. Access Persons are required to cooperate fully with any and all investigations into such matters. Failure to adhere to these policies will be considered a violation of the Code and will subject the Access Person to disciplinary action including the potential for termination.

 

Good faith reports of such potentially serious or material violations may be made without fear of retribution either directly to the Chief Compliance Officer or on a confidential basis via either a written statement in a sealed envelope or in any other way the Access Person feels is necessary to preserve his or her confidentiality. A report can also be made to the BrightSphere Fraud Hotline listed in the Fraud section below. These reports will be treated as confidential, and the source of the report protected to the extent permitted by law provided that the “whistleblower” (1) genuinely believes that the knowledge or suspicions disclosed are true and relate to serious malpractice; and (2) that the communication is clear from the outset that a confidential “whistleblowing” disclosure is being made. All such reports will be investigated promptly and thoroughly, and all legal requirements will be complied with.

 

G.       Fraud Policy

 

Access Persons are expected to act legally, ethically, and with integrity at all times to safeguard our employees, resources, assets and reputation. The commission of a fraud of any kind is prohibited. Failure by any Access Person to comply with this policy could result in disciplinary action being taken against that individual.

 

For the purpose of the Code, fraud is defined as: “Any deliberate action or inaction involving dishonesty or deception, which may result in the diminution of client account or shareholder value, either through financial loss or reputational damage, whether or not there is personal benefit to the fraudster.”

 

Updated as of January 2022 31
 

What Constitutes Fraud?

 

The legal definition of fraud may vary depending on the legal statutes of the various jurisdictions in which Acadian operates. In some jurisdictions, no precise legal definition of fraud exists, although many of the offenses referred to as fraud may be prohibited by local statute or be deemed criminal offenses by local statute. The term is generally used to describe acts such as: deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. Some examples of fraud include, among others:

 

Dishonest or fraudulent activities, such as embezzlement, deceit, collusion or conspiracy
Bribery, corruption or abuse of office
Theft
Abuse or misuse of company property
Deliberate misapplication or misappropriation of company funds or assets
Deliberate or suspicious unacceptable loss of assets in the care of any member of BSIG
Forgery or alteration of documents
Making use of or knowingly possessing forged or falsified documents
Providing false or misleading information
Deliberate theft, sale or misuse of sensitive documentation or information
Deliberate false creation of records within or unauthorized amendments to databases, administration systems and accounting records
Targeted attempts to use technology/electronic communications to hack or breach security controls
Intentional destruction (excepted as allowed per our Record Management Policy) or suspicious disappearance of records
Concealment of material facts
Deliberate intentional misapplication of accounting principles
Any improper act, which may damage the reputation of BSIG or any of its members
Any similar or related activity or irregularity

 

Fraud can be perpetrated internally by employees or contractors, externally by clients, intermediaries or other third parties.

 

Any individual who is unclear as to what may constitute an act of fraud should seek further guidance from his/her direct manager or from the Chief Compliance Officer as appropriate.

 

What should I do if I suspect fraud has been committed?

 

All staff is encouraged to immediately report any fraud that is suspected or discovered. Any such activity should be reported initially to their immediate manager and/or the Chief Compliance Officer, except where either of those individuals is suspected of involvement.

 

Immediate managers are responsible for reporting all instances of suspected or discovered fraud to the Chief Compliance Officer who is responsible for escalating as required under relevant firm policy.

 

The reporting of suspected or known fraud may be made and will be investigated in accordance with the Whistleblowing policies described within the Code and, if made in good faith, will be protected from retaliation.

 

Acadian encourages Access Persons to report compliance and any other business concerns to Acadian’s Chief Compliance Officer and General Counsel or via the confidential BrightSphere l Fraud Hotline at the numbers or URL below.

 

Scott Dias 617-850-3519 sdias@acadian-asset.com
     
Updated as of January 2022 32
 
SVP, Chief Compliance Officer and
General Counsel
Acadian
   
     
Richard Hart
Chief Legal Officer
BSIG
617-369-7341 rhart@bsig.com

 

By Secure Ethics Reporting Hotline:

 

US:

1-866-921-6714

Australia:

0011-800-2002-0033

United Kingdom:

0-800-092-3586

Singapore:

001-800-2002-0033

 

Webform URL:

https://www.integritycounts.ca/org/BSIG E-mail:

bsig@integritycounts.ca

 

Fax:

1-604-926-5668

 

Mail:

PO Box 91880, West Vancouver,

British Columbia V7V 4S4 Canada

 

None of the provisions of Acadian employee handbook, compliance manual (including its related policies and code of ethics), offer letter provided to you, or any agreement regarding your employment that you may have entered into with Acadian prohibits you from voluntarily communicating with enforcement or regulatory authorities regarding possible violations of law.

 

H.       Sanctions

 

Updated as of January 2022 33
 

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

 

The following is a non-exclusive list of factors that will be considered when determining the appropriateness of any sanction related to a Code violation:

What requirement was violated
Client harm
Frequency of occurences
Evidence of willful or reckless disregard of the Code requirement
Your honest and timely cooperation

 

I.         Further Information about the Code and Supplements

 

Access Persons are encouraged to contact any member of the Compliance Group with any questions about permissible conduct under the Code.

 

BrightSphere’s Anti-bribery and Corruption Risk Policy, Fraud Policy, Whistleblowing Arrangements and Sanctions Compliance policy are adopted as supplements to the Code.

 

Persons Responsible for Code Enforcement

 

Chief Compliance Officer: Scott Dias
Compliance Officer: Alison Peabody
Compliance Officer: Kristin Will
Compliance Officer: Mary Bidgood
Compliance Officer: Dan Murphy

 

Training and Certification

 

Training on Code requirements will be provided by members of the Compliance Group. Additional training on firm policies may also be provided by members of the Human Resources Group.

 

Acadian’s Compliance and Risk Committee, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

 

All Access Persons will be subject to annual Code of Ethics training. A copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

 

 

Questions and Answers
   
Updated as of January 2022 34
 

Do not hesitate to contact any member of the Compliance Group with questions by either emailing Compliance-reporting@acadian-asset.com or contacting one of the individuals below.

apeabody@acadian-asset.com

kwill@acadian-asset.com

mbidgood@acadian-asset.com

dmurphy@acadian-asset.com

sdias@acadian-asset.com

 

Appendices

 

A. CFA Institute Asset Manager Code of Professional Conduct

 

Updated as of January 2022 35
 

EXHIBIT 99p4

 

Code of Ethics

 
     
 

 

policy

 

 
           

 

 

 

 

 

 

Applicable Entities / Rules

 

Applicable Entities: Enterprise wide policy, including American Century Investment Management, Inc., Registered Investment Companies, Schedule A, American Century Investment Services, Inc., American Century Services, LLC
Statutory/Regulatory: Investment Company Act § 17(j), Rule 17j-1; Investment Advisers Act § 204A, 206, Rule 204A-1 and 204-2(12)
Effective Date(s): October 29, 1999, Last Revised November 19, 2021
Policy or Summary: Policy
Related Summary: Code of Ethics Policies and Procedures
Related Documents: Business Code of Conduct; Insider Trading Policy

 

Table of Contents

Snapshot of the Policy 2
Requirements for All Employees 2
Requirements for Access, Investment and Portfolio Persons 2
Trading Prohibitions for Investment and Portfolio Persons 2
I. Purpose of Code 3
II. Why Do We Have a Code of Ethics? 3
III. Does the Code of Ethics Apply to You? 4
IV. Restrictions on Personal Investing Activities 6
V. Reporting Requirements 10
VI. Can there be any exceptions to the restrictions? 14
VII. Confidential Information 15
VIII. Conflicts of Interest 15
IX. What happens if you violate the rules in the Code of Ethics? 16
X. ACI’s Quarterly Report to Fund Directors/Trustees 17

APPENDIX 1: DEFINITIONS 18
APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”? 22
APPENDIX 3: CODE-EXEMPT SECURITIES 25
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS 27
APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS 30
SCHEDULE A:  BOARD APPROVAL DATES 34
SCHEDULE B: SUBADVISED FUNDS 35
SCHEDULE C: APPROVED ELECTRONIC BROKERS 37

 

Policy updated: November 19, 2021  
COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc. 1

 

Code of Ethics

 
     
 

 

policy

 

 
           

 

Snapshot of the Policy

 

The Code of Ethics is a comprehensive policy which provides the standards for personal investing by American Century Investments (ACI) employees. Each employee has a Code of Ethics classification based on their job responsibilities and the ability to access nonpublic information about ACI client portfolios’ security holdings and trading activities. The restrictions on personal investing contained in the Code vary by classification. The Code of Ethics also applies to accounts and securities that ACI employees beneficially own (i.e., owned by immediate family sharing your household, your domestic partner, or accounts for which you have trading authority or power of attorney, etc.).

 

It is important that you understand the Code and the restrictions on personal investing. These restrictions may include preclearance of trades and reporting of transactions and holdings, including for exchange traded funds (ETFs) and reportable mutual funds. This page contains a summary of the Code requirements. Please review the full text of the Code to fully understand your responsibilities. Contact Compliance if you have questions about the policy and how it applies to your situation. ComplianceAlpha is the primary tool for performing your duties under the Code. All reporting and preclearance activities are performed in ComplianceAlpha.

 

Requirements for All Employees

Non-Access Persons, Access Persons, Investment Persons, and Portfolio Persons must

 ·Place our client’s interest first
·Comply with federal securities laws
·Report violations to Compliance
·Acknowledge that you have read and understand the Code of Ethics
·Link reportable brokerage accounts and reportable mutual fund accounts in ComplianceAlpha
·Comply with short-term trading restrictions for ACI client portfolios
·Obtain written approval to enter into an arrangement or agreement that could create a conflict of interest with ACI activities (i.e. serving on the board of directors of a publicly traded company)

 

Requirements for Access, Investment and Portfolio Persons

Access Persons, Investment Persons, Portfolio Persons must

·Disclose holdings within 10 days of designation and annually, thereafter
·Disclose personal security transactions on a quarterly basis
·Disclose conflicts of interest annually
·Obtain approval (preclearance) to trade in reportable securities

 

Trading Prohibitions for Investment and Portfolio Persons

·Investment Persons and Portfolio Persons cannot participate in an Initial Public Offering.
·Investment Persons and Portfolio Persons cannot profit on short-term reportable security trades within 60 calendar days.
·Portfolio Persons cannot trade in a security within seven days before and after transactions of a client portfolio you manage.
·Portfolio Persons cannot sell a security which is held by your assigned client portfolio or buy a security held as a short position in your assigned funds.

 

Policy updated: November 19, 2021  
COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc. 2
 

Code of Ethics

 
     
 

 

policy

 

 
           

 

·Portfolio Persons that manage a Semi-Transparent Active Exchange Traded Fund (STA ETF) are required to obtain pre-approval prior to trading in shares of the STA ETF. They are restricted from selling shares of a STA ETF that they manage within 30 days after purchase.

 

I.Purpose of Code

 

The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family.1 The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include, without limitation:

 

·the misuse of client trading information for personal benefit (including so-called “front-running”),
   
·the misappropriation of investment opportunities that may be appropriate for client portfolios, and
   
·excessive personal trading that may affect our ability to provide services to our clients.

 

Violations of this Code must be promptly reported to the Chief Compliance Officer.

 

II.Why Do We Have a Code of Ethics?

 

A.Investors have placed their trust in ACI

 

As an investment advisor, ACI is entrusted with the assets of our clients for investment purposes. Our employees’ personal trading activities and the administration of the Code are governed by these general fiduciary principles:

 

·The interests of our clients must be placed before our own.
   
·Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.

 

Complying with these principles is how we earn and keep our clients’ trust. To protect this trust, we will hold ourselves to the highest ethical standards.

 

B.ACI wants to give you flexible investing options
   

 

1 The directors or trustees of Fund Clients who are not “interested persons” (the “Independent Directors”) are covered under a separate Code applicable only to them.

 

Policy updated: November 19, 2021  
COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc. 3
 

Code of Ethics

 
     
 

 

policy

 

 
           

 

Management believes that ACI’s own mutual funds, ETFs and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

 

Our employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code. All employees are required to report their personal transactions in securities owned by them and in beneficially owned securities under this Code. Additionally, Portfolio, Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.

 

C.Federal law requires that we have a Code of Ethics

 

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics.2

 

  III.Does the Code of Ethics Apply to You?

 

Yes! All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal investments, as well as those for which you are a beneficial owner. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:

 

Fewest Restrictions   Most
Restrictions

Non-Access Person Access Person Investment Person Portfolio Person

 

The standard profile for each of the categories is described below:

 

A.Portfolio Persons

 

Portfolio Persons include portfolio managers and equity investment analysts and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.

 

 

2 Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in this Code of Ethics.

 

Policy updated: November 19, 2021  
COMPANY CONFIDENTIAL - ©2021 American Century Proprietary Holdings, Inc. 4
 

Code of Ethics

 
     
 

 

policy

 

 
           

 

B.Investment Persons

 

Investment Persons include:

 

any persons that are involved in or have access to client portfolio securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic, and

 

any officers and directors of an investment advisor.

 

C.Access Persons

 

Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include

 

persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment operations personnel),

 

persons whose function requires them to evaluate trading activity on a real-time basis (e.g. attorneys, accountants, portfolio compliance personnel),

 

persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel, including contractors),

 

support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties, and

 

officers or “interested” director of our Fund Clients.

 

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.

 

D.Non-Access Persons

 

If you are an ACI officer, director, or employee and you do not fit into any of the above categories, you are a Non-Access Person. Contractors and temporary employees may be considered Non-Access Persons depending on their role. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code.

 

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IV.Restrictions on Personal Investing Activities

 

A.Principles of Personal Investing

 

All ACI employees, officers, and directors, and members of their immediate family, must comply with the federal securities laws and other governmental rules and regulations, and maintain ACI’s high ethical standards when making personal securities transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.

 

In addition, investment opportunities appropriate for client portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.

 

B.Trading on Inside Information

 

Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential portfolio investments. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACI’s Insider Trading Policy.

 

  C.Trading in ACI Open-End Mutual Funds

 

Excessive, short-term trading of ACI open-end mutual funds and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.

 

You may not engage in short-term trading or other abusive trading strategies with respect to any ACI open-end mutual fund client portfolio. For purposes of this Code, “ACI open-end mutual fund client portfolios” include any open-end mutual fund or variable annuity, advised or subadvised by ACI.3

 

 

3 See Schedule A for a list of Fund Clients.  See Schedule B for a list of subadvised funds.

 

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Seven-Day Holding Period. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (non-money market) ACI open-end mutual fund client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven days. In other words, if you make an investment in an ACI open-end mutual fund client portfolio, you may not redeem shares from that fund before the completion of the seventh day following the purchase date.

 

Limited Trading Within 30 Days. We realize that abusive trading is not limited to a seven-day window. As a result, we may deem the sale of all or a substantial portion of an employee’s purchase in an ACI open-end mutual fund client portfolio to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.

 

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner, including brokerage accounts, ACI Personal Financial Solutions (PFS) accounts, retirement plans, subadvised accounts, or accounts held through an intermediary.

 

Transactions NOT Subject to Limitations. Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow check writing privileges or trusts used as cash instruments in the retirement plan will not be considered redemptions for purposes of the holding requirements.

 

Information to be Provided. You may be required to provide certain information regarding mutual fund accounts beneficially owned by you and transactions in reportable mutual funds. See the Reporting Requirements for your applicable Code of Ethics classification.

 

D.Preclearance of Personal Securities Transactions
[Portfolio, Investment, and Access Persons]

 

Preclearance of personal securities transactions allows ACI to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

 

All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for

 

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your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner.4

 

All preclearance request should be submitted in ComplianceAlpha. Refer to “Appendix 4: How the preclearance process works.” for more information.

 

1.Is the security a “Code-Exempt Security”?

 

Check Appendix 3 to see if the security is listed as a code-exempt security. If it is, then you may execute the transaction. Otherwise, proceed to the next step.

 

2.Submit a Preclearance Request in ComplianceAlpha. You will be required to provide the following:

 

Security identifier (Ticker symbol, CUSIP, etc.)

 

Broker and account number used for the transaction;

 

Transaction type

 

Quantity (number of shares or par value)

 

Price

 

Dollar value

 

3.The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial.

 

4.If you receive preclearance for the transaction,5 you may execute the approved transaction the day your preclearance is granted and the following business day (the “Preclearance Period”). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Thursday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.

 

ACI reserves the right to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause ComplianceAlpha to deny the approval of

 

 

4 See Appendix 2 for an explanation of beneficial ownership.
   
5 See Appendix 4 for a description of the preclearance process.

 

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preclearance to transact in the security. Securities may be restricted for a variety of reasons including without limitation the possession of material nonpublic information by ACI or its employees.

 

E.Additional Trading Restrictions
[Portfolio and Investment Persons]

 

The following additional trading restrictions apply if you are a Portfolio or Investment Person:

 

1.Initial Public Offerings. You may not acquire securities issued in an initial public offering.

 

2.Private Placements. Before you acquire any securities in a private placement, you must obtain approval from the Chief Investment Officer. Request preclearance by entering your request in ComplianceAlpha. While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios.

 

3.60-Day Rule (Short-Term Trading Profits). You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities other than code-exempt securities within sixty (60) calendar days.

 

F.Seven-Day Blackout Period
[Portfolio Persons]

 

If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.

 

G.Securities Held in Your Funds

[Portfolio Persons]

 

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position without an exemption from this Code.

 

H.Trading in Semi-Transparent Active ETFs (STA ETF) that You Manage

[Portfolio Persons]

 

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Trading shares of an ACI STA ETF while in possession of information regarding STA ETF security transactions not fully disseminated in the market is prohibited. As a result, you are required to obtain preclearance to transact in the STA ETFs for which you have portfolio manager or trade order authority assigned through the order-trade system. You will only be allowed to execute the trade on the day following your approved preclearance. In addition, you are limited from selling shares of the STA ETF for 30 calendar days after your last purchase.

 

To preclear a transaction in an ACI STA ETF for which you have portfolio manager or trade order authority, enter your preclearance request in ComplianceAlpha.

 

V.Reporting Requirements

 

You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.

 

A.Reporting Requirements Applicable to All Employees

 

1.Code Acknowledgement

 

Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.

 

2.Brokerage Accounts and Duplicate Confirmations

 

You are required to report ALL reportable brokerage accounts in ComplianceAlpha. Reportable brokerage accounts include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner. (Refer to Appendix 5 Account Reporting Instructions). Compliance will use your account information to obtain trade confirmations for the activity in your account.

 

To aid with required recordkeeping requirements and streamline operations, employees may be required to hold all reportable brokerage accounts at a firm that provides electronic trade confirmations to ComplianceAlpha. Through reporting your account information, you are consenting to receipt by Compliance of electronic trade confirmations.

 

3.Reporting of American Century Managed Mutual Fund Accounts

 

a)Employee-owned ACI Personal Financial Solutions (PFS) and ACI Retirement Plans

 

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You are not required to report ACI PFS and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.

 

b)Beneficially-Owned ACI PFS Accounts (Portfolio and Investment Persons Only)

 

You must report all ACI PFS open-end mutual fund accounts that are owned by your immediate family members and other accounts you beneficially-own.

 

Compliance will obtain trading activity in these accounts which will be monitored for short-term and abusive trading.

 

c)Certain third-party accounts invested in funds managed by ACI

 

You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any subadvised fund (see Schedule B of this Code for a list of subadvised funds); and (ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds.

 

In addition, you must provide either account statements or confirmations of all trading activity in reportable third-party accounts to Compliance within 30 calendar days of the end of each calendar quarter.

 

Refer to Appendix 5: Account Reporting Instructions for the process to report your accounts in the ComplianceAlpha.

 

B.Additional Reporting Requirements [Portfolio, Investment, and Access Persons]

 

1.Holdings Report

 

Within ten (10) calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be sent an email from ComplianceAlpha with a link to the compliance system where you will complete your report. The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

 

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A list of all securities, other than certain code-exempt securities 6, that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security. If you are using an Approved Electronic Broker (AEB) through the Direct or Aggregation Feed on ComplianceAlpha, your holdings will be imported into ComplianceAlpha for you. For securities held in accounts listed as Manual in ComplianceAlpha, you will be required to import or manually add your holdings prior to the reporting deadline.

 

Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held through ACI PFS in accounts that are beneficially-owned, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts. ACI PFS reportable mutual fund holdings held under an employee’s tax payer identification number are not required to be listed in ComplianceAlpha. Compliance will obtain the information from ACI PFS.

 

A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.

 

2.Quarterly Transactions Report

 

Within 30 calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received your trade confirmations during the quarter will be provided for your review in ComplianceAlpha. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

 

a)The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain code exempt securities:

 

The financial institution’s name and account number in which the transaction was executed;

 

 

6 See Appendix 3 for a listing of code-exempt securities that must be reported.

 

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The date of the transaction, the security identifier and description and number of shares or the principal amount of each security involved;

 

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and

 

The transaction price, currency, and amount.

 

In addition, information regarding accuracy and completeness of your reportable brokerage and other accounts should be verified at this time.

 

b)Portfolio and Investment Persons are also required to report transactions in reportable mutual funds held through a brokerage account. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:

 

The date of the transaction, the fund identifier and description and number of shares or units of each trade involved;

 

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

 

The transaction price, and amount; and

 

The financial institution’s name and account number in which the trade was executed.

 

Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons on the Quarterly Transaction Report include:

 

Reinvested dividends;

 

Transactions in ACI open-end mutual funds through the ACI retirement plan accounts;

 

Transactions in ACI open-end mutual funds held through ACI PFS accounts under your Social Security number;

 

Transactions in ACI open-end mutual funds in beneficially-owned ACI PFS accounts if the account has been linked to ComplianceAlpha through the Aggregation Feed; and

 

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Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.

 

VI.Can there be any exceptions to the restrictions?

 

Yes. The Chief Compliance Officer or their designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis. Exemptions are requested in ComplianceAlpha (see Appendix 6: Requesting an Exemption).

 

A.Factors Considered

 

In considering your request, the Chief Compliance Officer or their designee may grant your exemption request if they are satisfied of the following:

 

Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

 

Your situation is not in conflict with the Code; and

 

Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

 

B.Exemption Reporting

 

All exemptions must be reported to the Boards of Directors/Trustees of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.

 

C.Thirty-Day Denial Exemption on Sales

 

An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a security in ComplianceAlpha at least four times throughout a period of time that is at least 30 days. The Chief Compliance Officer or their designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

 

D.Non-volitional Transaction Exemption

 

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Certain non-volitional purchase and sale transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of securities as gifts, the giving of securities, inheritances, margin/ maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans.

 

E.Blind Trust/Managed Account Exemption

 

An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust or managed account. You must provide a copy of the trust document or management agreement when requesting the exemption. The request will only be granted once the covered person and/or the investment advisor for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI may require that statements or trade confirmations be received for the trust or managed account. The employee and/or advisor may be requested by Compliance to re-certify the trust arrangement.

 

VII.Confidential Information

 

All information about clients’ securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before disseminating information to individuals that otherwise do not have access to the information. Employees should not disseminate information about clients’ securities transactions and portfolio holdings to employees or contract personnel that are Non-Access Persons. This does not apply to information which has already been publicly disclosed.

 

VIII.Conflicts of Interest

 

You must receive prior written approval from ACI’s General Counsel or their designee, as appropriate, to do any of the following:

 

Negotiate or enter into any agreement on a client’s behalf with any business concern doing or seeking to do business with the client if you, or a person related to you, has a substantial interest in the business concern;

 

Enter into an agreement, negotiate or otherwise do business on the client’s behalf with a personal friend or a person related to you; or

 

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Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that ACI’s Business Code of Conduct also contains limitations on outside employment and directorships.

 

IX.What happens if you violate the rules in the Code of Ethics?

 

If you violate the requirements of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of the investment advisor and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

 

A.Materiality of Violation

 

In determining the materiality of a violation, the Committee considers:

 

Evidence of violation of law;

 

Indicia of fraud, neglect, or indifference to Code provisions;

 

Frequency of violations;

 

Monetary value of the violation in question; and

 

Level of influence of the violator.

 

B.Penalty Factors

 

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:

 

Extent of harm to client interests;

 

Extent of unjust enrichment;

 

Tenure and prior record of the violator;

 

The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;

 

The level of accurate, honest and timely cooperation from the covered person; and

 

Any mitigating circumstances.

 

C.The penalties which may be imposed include, but are not limited to:

 

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1.Non-material violation

 

a)Warning (notice sent to manager) and/or

 

b)Attendance at a Code of Ethics training session and/or

 

c)Suspension of trading privileges.

 

2.Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to

 

a)Suspension of trading privileges and/or

 

b)Suspension or termination of employment.

 

In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.

 

X.ACI’s Quarterly Report to Fund Directors/Trustees

 

ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.

 

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APPENDIX 1: DEFINITIONS

 

1.“Automatic Investment Plan”

 

“Automatic investment plan” means a program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.

 

2.“Beneficial Ownership” or “Beneficially Owned”

 

See “Appendix 2: What is Beneficial Ownership?”

 

3.“Code-Exempt Security”

 

A “code-exempt security” is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in Appendix 3. Code-exempt securities may require reporting of transactions and holdings.

 

4.“Federal Securities Law”

 

“Federal securities law” means the Securities Act of 1933, the Securities 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 advisors, and any rules adopted by the Commission or the Department of Treasury.

 

5.“Fund Clients”

 

Fund clients includes each Fund Client listed on Schedule A.

 

6.“Initial Public Offering”

 

“Initial public offering” means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.

 

7.“Investment Advisor”

 

“Investment advisor” includes each investment advisor listed on Schedule A

 

8.“Member of Your Immediate Family”

 

A “member of your immediate family” means any of the following:

 

Your spouse or domestic partner;

 

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Your minor children; or

 

A relative who shares your home.

 

For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

 

9.“Private Placement”

 

“Private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the Federal Securities Laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

 

10.“Reportable Brokerage Accounts”

 

A “reportable brokerage account” includes any account in which securities are held for the direct or indirect benefit of any person subject to this Code of Ethics.

 

11.“Reportable Mutual Fund”

 

A “reportable mutual fund” includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B).

 

12.“Security”

 

A “security” includes a large number of investment vehicles. However, for purposes of this Code of Ethics, “security” (or “securities”) includes but is not limited to any of the following:

 

Note;

 

Stock, (including stock acquired in private placements and restricted stock in nonpublic companies received through an employee stock ownership program);

 

Treasury stock;

 

Bond;

 

Debenture;

 

Derivative security;

 

Exchange traded funds (ETFs) or similar securities;

 

Unit Investment Trusts (UIT);

 

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Shares of open-end mutual funds;

 

Shares of closed-end mutual funds;

 

Evidence 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;

 

Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles;

 

Fractional undivided interest in oil, gas or other mineral rights;

 

Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), including stock options received from an employer or through a retirement plan;

 

Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency;

 

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, future on or warrant or right to subscribe to or purchase, any of the foregoing.

 

13.Subadvised Fund”

 

A “subadvised fund” means any mutual fund or portfolio listed on Schedule B.

 

14.Supervised Person”

 

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A “supervised person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment advisor, or other person who provides investment advice on behalf of an investment advisor and is subject to the supervision and control of the investment advisor.

 

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APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

 

A “beneficial owner” of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.

 

1.Are securities held by immediate family members or domestic partners “beneficially owned” by me?

 

Yes. As a general rule, you are regarded as the beneficial owner of securities held in the name of

 

A member of your immediate family OR

 

Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, or domestic partner, you are the beneficial owner; OR

 

You hold an option or other contractual rights to obtain title to the securities now or in the future.

 

2.Must I report accounts for which I am listed as a joint owner or have power of attorney?

 

Yes. As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of attorney.

 

3.Am I deemed to beneficially own securities in accounts owned by a relative not living in my household for whom I am listed as beneficiary upon death?

 

Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or securities contained in the account until ownership has been passed to you.

 

4.Are securities held by a company I own an interest in also “beneficially owned” by me?

 

Probably not. Owning the securities of a company does not mean you “beneficially own” the securities that the company itself owns. However, you will be deemed to “beneficially own” the securities owned by the company if:

 

You directly or beneficially own a controlling interest in or otherwise control the company; OR

 

The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business.

 

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5.Are securities held in trust “beneficially owned” by me?

 

Maybe. You are deemed to “beneficially own” securities held in trust if you or a member of your immediate family are:

 

A trustee; or

 

Have a vested interest in the income or corpus of the trust; or

 

A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

 

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.

 

6.Are securities in pension or retirement plans “beneficially owned” by me?

 

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan of a company whose employees generally are the beneficiaries of the plan.

 

However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401(k)s, etc.).

 

7. Examples of Beneficial Ownership

 

a)Securities Held by Family Members or Domestic Partners

 

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial advisor. Since Tom and Mary’s resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other’s securities.

 

Example 2: Mike’s adult son David lives in Mike’s home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David’s securities.

 

Example 3: Joe’s mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother’s estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret’s bank in Margaret’s name, the interest from such loans being paid from Margaret’s account. Joe is a beneficial owner of Margaret’s estate.

 

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Example 4: Bob and Nancy are in a relationship. The house they share is still in Nancy’s name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob’s securities.

 

b)Securities Held by a Company

 

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company’s subsidiaries.

 

Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities. Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.

 

c)Securities Held in Trust

 

Example 7: John is trustee of a trust created for his two minor children. When both of John’s children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.

 

Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.

 

Example 9: Jim is trustee of an irrevocable trust for his 21-year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.

 

Example 10: Joan’s father (who does not share her home) placed securities in an irrevocable trust for Joan’s minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities.

 

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APPENDIX 3: CODE-EXEMPT SECURITIES

 

Because they do not pose a likelihood for abuse, code-exempt securities are exempt from the Code’s preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must also be disclosed on your Quarterly Transactions, Initial, and Annual Holdings Reports.

 

1.Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

 

Open-end mutual funds that are not considered a reportable mutual fund;

 

Reportable mutual funds (Access Persons only);

 

Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends);

 

Money market mutual funds;

 

Bank Certificates of Deposit;

 

U.S. government Treasury and Government National Mortgage Association securities;

 

Commercial paper;

 

Bankers acceptances;

 

High quality short-term debt instruments, including repurchase agreements. A “high quality short-term debt instrument” means 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 rating organization.

 

2.Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

 

Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)

 

Exchange Traded Products*, Closed-End Funds and Unit Investment Trusts

 

Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale)
   
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Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases)

 

Futures contracts on the following:

 

Large Cap Indices including, but not limited to Standard & Poor’s 500 or 100 Index, NASDAQ 100 Index, DOW 30 Industrials, FTSE All World Index, MSCI Indices (ACWI, EAFE, World), Russell 2000 and 3000, Wilshire 5000 .. Futures contracts on non-Large Cap Indices and for other financial instruments are not code-exempt. Please contact Compliance to confirm that an index not listed is exempt from preclearance.

 

Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are not Code-exempt.

 

*ACI STA ETF transactions require preclearance by the Portfolio Persons who have been granted portfolio manager or trade order access in the order-trade system (See Restrictions on Personal Investing Section H). [Portfolio Persons only]

 

We may modify this list of securities at any time. Please contact Compliance to request the most current list..

 

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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

 

Preclearance Requests are submitted in ComplianceAlpha
(https://www.compliancealpha.com/auth/login). To submit a request:

 

1.From the ComplianceAlpha Dashboard, click on the “Submit Trade Request” link under Quick Links.

 

2.Click “Trade”, the select the appropriate template:
a.Preclearance Request
b.Municipal Bond Preclearance Request
c.Corporate Bond Preclearance Request
d.Convertible Corporate Bond Preclearance Request
e.Private Placement Preclearance Request
f.ACI STA ETF (Portfolio Persons assigned to an ACI STA ETF only)

 

3.Once the preclearance process is complete, you will receive an email indicating if the request is approved or denied.

 

After you’ve entered a Preclearance Request on ComplianceAlpha, your equity transaction is subject to the following tests.

 

Step 1: Restricted Security List

 

Is the security on any Restricted Security list?

 

If “YES”, the system will send a message to you DENYING the personal trade request.

 

If “NO”, then your request is subject to Step 2.

 

Step 2: De Minimis Transaction Test (per security per day)

 

Is the security issuer’s market capitalization less than $1 billion and the value of the employee’s requests in the security equal to or less than $5,000 per day?

 

Is the security issuer’s market capitalization between $1billion and $7.5 billion and the value of the employee’s requests in the security equal to or less than $10,000 per day?

 

Is the security issuer’s market capitalization greater than $7.5 billion and the value of the employee’s requests in the security equal to or less than $25,000 per day?

 

If the answer to any of these questions is “NO”, then your request is subject to Step 3.

 

Step 3: Client Trades Test
   
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Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?

 

If “YES”, the system will send a message to you DENYING the personal trade request.

 

If “NO”, then your request is Approved. You will receive an email with the approval and trading window.

 

The preclearance request process can be changed at any time to ensure that the goals of this Code of Ethics are met.

 

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APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

 

Reportable brokerage accounts

 

All employees are required to link their reportable accounts in ComplianceAlpha. ACI has contracted with frequently used brokers to obtain secure electronic trade confirmations and position files for your trading activity and holdings information, listed on Schedule C Approved Electronic Brokers (AEB). Using an AEB is the preferred method for linking your accounts to ComplianceAlpha. However, if you choose to use a broker that is not an AEB, you will be required to link your accounts through ComplianceAlpha’s Aggregation Feed. This process requires you to securely provide your log-in credentials so that ComplianceAlpha can obtain your trading and position information. Your log-in information will not be available to Compliance or ComplianceAlpha support staff. By linking your accounts to ComplianceAlpha, you are consenting for Compliance to obtain electronic trade confirmations and position information for your account.

 

The third option is to provide account information, trading history, and position information manually. This option is not available for most brokerage accounts and is only available for special circumstances, such as a spouse’s stock purchase plan, a trust account, or international brokers for which an Account Exemption must be requested (see Appendix 6: Requesting an exemption).

 

Follow these steps to link your accounts to ComplianceAlpha:

 

1.Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

2.From the Employee Dashboard, click on “Create Brokerage Account”.

 

3.Use the Direct Feed tile to link Approved Electronic Brokers (listed on Schedule C of this policy).
a.Select your broker.
b.Provide your account details (Account Name, Account #s); Click “Next”
c.Provide Date Opened, Account Owner Type, and Investment Discretion.

 

4.Use the Aggregation Feed tile to link accounts for brokers that are not an AEB. Before using the Aggregation Feed, ensure that your account cannot be linked through the Direct Feed (step 3). The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.
a.Click on your broker or click “Search Here” to find your broker.
b.Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions.

 

5.Use the Manual tile for accounts that cannot be linked through the Direct Feed or Aggregation Feed. Note, you may be required to move these accounts to a firm that can be accessed through a Direct Feed or Aggregation Feed unless you have a special circumstance to maintain the account through a manual feed. If you are required to move the account, it must be completed
   
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within 90 days of your hire date. See “Appendix 6: Requesting an exemption” to request an Account Exemption.

 

Beneficially-owned ACI PFS Accounts (Portfolio and Investment Persons only)

 

You are required to report your beneficially-owned accounts in ACI open-end mutual funds held at ACI PFS. Use the Aggregation Feed tile to link ACI PFS accounts that are beneficially-owned. The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.

 

1.Click on your broker or click “Search Here” to find your American Century Investments.
2.Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions. Compliance and ComplianceAlpha do not have access to the log-in credentials.
   
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APPENDIX 6: REQUESTING AN EXEMPTION

 

The Code of Ethics policy allows for limited exemptions. Exemption requests are submitted in ComplianceAlpha using the following process:

 

Trading Exemptions:

 

1.Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

2.From the Employee Dashboard, click on the “Submit Trade Request” link under Quick Links or click on the Green Action Button and click “Create Request or Disclosure”.

 

3.Select “Trade” at “What type of request or disclosure would you like to set up?”

 

4.Select the type of exemption you are requesting (contact Compliance if you are uncertain of the correct form to use):

 

a.30-Day Denial Exemption for Sells (used when you have been denied on a sell request at least four times over a 30-day period)
b.PM Sell Exemption (used by Portfolio Persons when they have a special circumstance that requires selling a security, owned personally, which is also held in their assigned funds). Portfolio Persons may be required to go through a 30-day denial exemption before requesting a PM Sell Exemption.
c.Inheritance Exemption (used when trying to sell a portfolio of securities that were recently inherited).
d.Employee Stock Plan (used to sell a security that is held in a previous employee or beneficially owned stock purchase plan which has trading restrictions or to exercise employee stock options).
e.Financial Hardship Exemption (used when selling securities due to a financial hardship).

 

5.Complete the required fields on the request form and submit the form.

 

6.Compliance will review your request. If your request is approved, Compliance will assign a one-day trading window for you to complete your transaction. The trading window will typically be the day following the approval of the exemption. You will be notified by email.

 

Account Exemptions:

 

A Managed Account or Blind Trust account exemption may be requested for accounts for which you or your immediate family members do not have discretionary trading authority.

 

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An Account Exemption Request may be requested to continue to hold an account which cannot be linked to ComplianceAlpha through the Direct Feed or Aggregation Link (i.e. Manual Accounts). A special circumstance must be in place for the Account Exemption to be approved.

 

Exemption requests are submitted in ComplianceAlpha using the following process:

 

1.Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

2.From the Employee Dashboard, click on the green action button.

 

3.Click “Create Request or Disclosure”.

 

4.Click on “Other”

 

5.Select the appropriate template (Managed/Trust Account or Account Exemption) and click continue.

 

6.Complete the requested information.

 

7.Attaching supporting documentation as required (i.e. Management Agreement or Discretionary Account Agreement).

 

8.Click Submit.

 

9.Compliance will review the request and determine if the exemption can be approved. You will be notified of the completion of the review through an email.
   
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SCHEDULE A: BOARD APPROVAL DATES

 

This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:

 

Investment Advisor Most Recent Approval Date
American Century Investment Management, Inc. January 1, 2018
Principal Underwriter Most Recent Approval Date
American Century Investment Services, Inc. January 1, 2018
Fund Clients Most Recent Approval Date
American Century Asset Allocation Portfolios, Inc. December 1, 2017
American Century California Tax-Free and Municipal Funds December 14, 2017
American Century Capital Portfolios, Inc. December 1, 2017
American Century ETF Trust December 20, 2017
American Century Government Income Trust December 14, 2017
American Century Growth Funds, Inc. December 1, 2017
American Century International Bond Funds December 14, 2017
American Century Investment Trust December 14, 2017
American Century Municipal Trust December 14, 2017
American Century Mutual Funds, Inc. December 1, 2017
American Century Quantitative Equity Funds, Inc. December 14, 2017
American Century Strategic Asset Allocations, Inc. December 1, 2017
American Century Target Maturities Trust December 14, 2017
American Century Variable Portfolios, Inc. December 1, 2017
American Century Variable Portfolios II, Inc. December 14, 2017
American Century World Mutual Funds, Inc. December 1, 2017
   
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SCHEDULE B: SUBADVISED FUNDS

(Last updated November 19, 2021)

 

The following funds are subject to the Code of Ethics, as well as any other funds for which American Century Investment Management, Inc. serves as an investment adviser. This list of affiliated funds will be updated on a regular basis.

 

ABN AMRO Funds:  ABN AMRO Funds European Sustainable Equities Mandate 10
American Beacon Funds – American Beacon International Equity Fund
Bridge Builder Trust – Bridge Builder Small /Mid Cap Value Fund
CIBC Global Equity Growth Pool
CIBC International Small Companies Fund
CIBC U.S. Equity Value Pool
Columbia Funds Variable Series Trust II: CTIVP-American Century Diversified Bond Fund
EQ Advisors Trust:  EQ/American Century Mid Cap Value Portfolio
EQ Advisors Trust / American Century Moderate Growth Allocation Fund
FP Brunel Pension Partnership ACS – Global Small Cap Equities
GuideStone Funds:  Defensive Market Strategies Fund
GuideStone Funds:  Small Cap Equity Fund
GuideStone Funds:  Value Equity Fund
Learning Quest 529 Education Savings Program
LGT Select Funds – LGT Select Equity Global
Lincoln Variable Insurance Products Trust – LVIP American Century Select Mid Cap Managed Volatility Fund
MassMutual Select Funds: MassMutual Mid-Cap Value Fund
MassMutual Select Funds:  MassMutual Small Company Value Fund
Mercer Funds: Mercer Non-U.S. Core Equity Fund
Mercer Global Investments Canada Limited: Mercer International Equity Fund
MML Series Investment Fund: MML Mid Cap Value Fund

MML Series Investment Fund: MML Small Company Value Fund

Nationwide Mutual Funds:  Nationwide American Century Small Cap Income Fund
Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund
NN(L):  NN(L) US High Dividend
Nomura – ACI Advanced Medical Impact Investment Mother Fund

Nomura – ACI ESG Global REIT Mother Fund

Nomura – ACI ESG Global Small Cap Equity Mother Fund

Nomura – ACI Global REIT Mother Fund
Nomura Institutional Fund Select – American Century Global Growth Fund

Nomura U.S. Municipal General Obligation Bond Mother Fund

   
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Nomura U.S. Value Strategy Mother Fund

Nomura Currency Fund – U.S. Growth Equity Fund
Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio

Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio

Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio
Pacific SelectFund:  Value Portfolio
Penn Series Funds, Inc.: Mid Core Value Fund
PrivilEdge:  American Century Emerging Markets Equity
Renaissance Private Pools – Renaissance Global Equity Private Pool
Renaissance U.S. Equity Income Fund
Schwab Capital Trust: Laudus International MarketMasters Fund
Seasons Series Trust:  SA Multi-Managed Large Cap Value Portfolio
Stichting Blue Sky Active Equity Emerging Markets Global Fund:  Blue Sky Active Equity Emerging Markets Global Fund
Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio
   
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SCHEDULE C: APPROVED ELECTRONIC BROKERS

(Last updated November 19, 2021)

 

The following brokers have entered into an agreement with ACI to provide trade confirmations electronically. Employees are prohibited from holding accounts at firms that do not provide electronic trade confirmations unless an account exemption has been given. Please send a message LG-personal_security_trades@americancentury.com to request an account exemption.

 

AllianceBernstein

American Century Brokerage (through Pershing)

American Century Personal Financial Solutions (through Pershing)

Ameriprise Financial

Charles Schwab - Investments

Chase – Investments

Citi Private Wealth

Citibank - Investments

Edward Jones

E*TRADE

Fidelity Investments

Goldman Sachs Wealth Management

GW & Wade Asset Management (through National Financial Services)

Interactive Brokers

JP Morgan Private Client

LPL Financial

MML Investors (through National Financial Services)

Merrill Lynch – MyMerrill Investments

Morgan Stanley - ClientServ

Northern Trust Securities

Northwestern Mutual (thru National Financial Services)

Oppenheimer

Raymond James

Royal Bank of Canada Wealth Management (RBC)

Stifel Nicholas

TD Ameritrade, Inc.

UBS

US Trust

Vanguard Investments

Wells Fargo Advisors

 

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EXHIBIT 99p5

 

 

 

CODE OF ETHICS

April 13, 2022

 
 

 

 

Table of Contents

 

1. GENERAL FIDUCIARY PRINCIPLES - 1 -
     
2. ADMINISTRATION AND INTERPRETATION - 1 -
     
3. PERSONNEL COVERED BY THE CODE OF ETHICS – COVERED PERSONS - 1 -
     
4. RESTRICTIONS ON DISCLOSURE OF CONFIDENTIAL INFORMATION - 2 -
     
5. COMPLIANCE WITH LAWS AND REGULATIONS - 3 -
     
6. ADDITIONAL FIDUCIARY OBLIGATIONS - 6 -
     
7. GIFT POLICY - 7 -
     
8. OUTSIDE BUSINESS ACTIVITIES - 9 -
     
9. PERSONAL SECURITIES TRADING BY ACCESS PERSONS - 10 -
     
10. ACKNOWLEDGEMENTS - 17 -
     
11. DUTY TO REPORT VIOLATIONS - 17 -
     
12. ACCOUNTABILITY FOR VIOLATIONS OF THIS CODE - 17 -
     
13. RECORD KEEPING - 17 -
     
14. AMENDMENTS AND REPORTING - 18 -
-i-
 

 

 

ARROWSTREET CAPITAL, LIMITED PARTNERSHIP
CODE OF ETHICS

 

1. General Fiduciary Principles

 

Our position as a fiduciary to our clients imposes fundamental standards of conduct on our firm and our personnel. Our fiduciary duties of loyalty and care require that we act at all times act in good faith and in the best interests of our clients and place client interests first, avoiding conflicts of interest through effective management (or elimination), between personal and firm or client matters. We must also treat our clients fairly and equitably, and we may not systematically favor the interests of one client over another.

 

We seek to foster a reputation of integrity and professionalism. The confidence and trust placed in our firm by clients must be valued and protected by us. This Code of Ethics (Code) establishes ethical standards and requirements for personal activities and the protection of firm and client information that are intended to ensure compliance with these standards.

 

In addition, there are various state and federal laws, rules and regulations applicable to our business that are intended to prevent firm personnel from taking unfair advantage of clients and participants in the securities markets. This Code incorporates these legal requirements, so that any violation of these legal requirements would also result in the violation of the Code.

 

2. Administration and Interpretation

 

The Code is administered by Regulatory Compliance under the general supervision of the firm’s Chief Compliance Officer (CCO). The CCO is responsible for the administration, application and interpretation of the Code. The CCO may delegate responsibility of administering aspects of the Code to one or more members of Regulatory Compliance or, with respect to specified approvals, the Chief Executive Officer and/or the Chief Investment Officer.

 

Any provision of this Code may be waived by the CCO, in whole or in part, if such waiver is consistent with the intent and spirit of this Code, our fiduciary requirements and applicable law.

 

Because a written code cannot answer all questions raised in the context of business relationships, each Covered Person (as defined below) must take responsibility for recognizing and responding appropriately to specific situations as they arise. It is essential that you understand and comply with the general principles noted above in both letter and in spirit, as no set of rules can anticipate every possible problem or conflict situation (actual, potential or perceived). Failure to comply with the general principles and provisions of the Code may result in disciplinary action, including termination of employment. If you have any question about the requirements of this Code or the appropriateness of a relationship or action, you should consult with the CCO in advance.

 

We use a third party software package provided by Star Compliance to assist with the administration of various aspects of the Code, such as individual compliance certifications and monitoring of personal trading activity. The employee website to log in to Star Compliance is https://arrowstreetcapital.onelogin.com/portal. Please contact CodeofEthics@arrowstreetcapital.com if you have any questions regarding the use of Star Compliance.

 

3. Personnel Covered by the Code of Ethics – Covered Persons

 

3.1 Covered Persons. This Code applies to the following persons (collectively referred to as “Covered Persons”):

 

(a) all officers, directors, employees (full-time, part-time and seasonal), partners and/or members of Arrowstreet Capital, Limited Partnership;

- 1 -
 

 

 

(b) all officers, directors, employees, partners and/or members of any “corporate affiliate” of Arrowstreet Capital, Limited Partnership as defined and identified below; and

 

(c) select consultants engaged by Arrowstreet Capital, Limited Partnership or its affiliates that are made subject to this Code by determination of the CCO, which are referred to as “Designated Consultants.”

 

A “corporate affiliate” of the firm for purposes of this Code means any direct or indirect parent company of the firm and any direct or indirect subsidiary of the firm or any such parent company (excluding any sponsored commingled investment vehicle offered by the firm to institutional investors and for which the firm is the investment adviser/sub-investment adviser or portfolio manager (which we refer to as an Arrowstreet Sponsored Fund) and any company formed for the purpose of managing an Arrowstreet Sponsored Fund). Currently, our corporate affiliates are Arrowstreet Capital GP LLC, Arrowstreet Capital Holding LLC, Arrowstreet Capital Europe Limited and Arrowstreet Capital Canada Corporation. References to “we,” “us,” “our,” or the firm should be considered as references to Arrowstreet Capital, Limited Partnership and its corporate affiliates as the context requires.

 

In determining whether a consultant is a Designated Consultant, the CCO shall take into consideration the relevant facts and circumstances of the particular consulting engagement, including (i) the duration of consulting services and term of the consulting contract; (ii) the services to be performed by consultant; (iii) the consultant’s access to firm and/or client proprietary, confidential or sensitive information and data, including trade data and trading systems; and (iv) the terms of any other agreements between the firm and the consultant.

 

3.2 Access Persons. Certain sections of this Code, such as Section 9 relating to personal trading, apply only to “Access Persons” and not to all Covered Persons. Access Persons are Covered Persons that, in connection with their regular functions or duties, make, participate in, or have access to information regarding the purchase or sale of securities by client portfolios (including Arrowstreet Sponsored Funds), investment recommendations, client flows or the portfolio holdings of clients (collectively, Trade Information). All employees of Arrowstreet, and all Designated Consultants, are Access Persons under the Code. In addition, and to the extent applicable, Regulatory Compliance will notify any additional individuals who are identified as Access Persons (and, if applicable, for what period they are considered Access Persons).

 

3.3 Non-Access Persons. Generally a non-executive director of the firm does not meet the definition of Access Person just by virtue of such person’s status as a non-executive director. Non-executive directors of the firm (including any non-executive director that is also an equity holder of the firm) will not be considered an Access Person except where such non-executive director in fact makes, participates in, or has access to Trade Information. In such case, the non-executive director shall be treated as an Access Person for such period as the CCO determines.

 

4.Restrictions on Disclosure of Confidential Information

 

4.1 Within Arrowstreet. Covered Person access to confidential information of the firm and its clients (including Trade Information) shall be on a need-to-know basis in the course of such person’s performing their assigned duties. Such confidential information may be used only in connection with providing services to the firm and/or its clients and may not be used or exploited for any personal benefit or the benefit of any unaffiliated third party. Covered Persons are reminded that non-executive directors of the firm are not considered Access Persons and therefore Trade Information should not be disclosed to, or discussed with, such directors. In addition, all information provided to Regulatory Compliance pursuant to this Code shall be kept confidential and shared within the firm (and with its advisors) only on a need to know basis. The provisions of this Section 4.1 are at all times subject to Section 4.4 below.

 

4.2 Outside Arrowstreet. Covered Persons must not disclose confidential information (including Trade Information) of the firm or its clients to any person outside the firm except in accordance with our internal policies and operating practices governing the disclosure of such information or with the prior approval of the CCO, General

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Counsel, Chief Executive Officer or Chief Investment Officer. Disclosure of nonpublic information about portfolio companies and other issuers may also be restricted as described in the section on insider trading below. The provisions of this Section 4.2 are at all times subject to Section 4.4 below.

 

4.3 Other Confidentiality Matters. Other than in the ordinary course of a Covered Person’s duties, Covered Persons may not send confidential information (which includes, but is not limited to, Trade Information, client data and / or firm data) to non-Arrowstreet personal email accounts (e.g., personal or academic email accounts) without prior approval of the CCO. Covered Persons may also not do any of the following at any time:

 

  You may not communicate electronically any confidential information (which includes, but is not limited to, Trade Information, client data and / or firm data) outside of Arrowstreet-provided systems (e.g., firm email, Symphony chat) without prior approval of the CCO.
     
  You may not take pictures, videos or screen shots of firm confidential information (including any drawings or whiteboards, writings, computer screens, etc.) without prior approval of the CCO.

 

4.4 Maintenance of Whistleblower Protection. Notwithstanding Sections 4.1, 4.2, or 4.3 or any other provision herein or in any other firm manual, policy or other firm document applicable to Covered Persons, no confidentiality or other obligation owed by a Covered Person to the firm prohibits a Covered Person from reporting possible violations of law or regulation to any governmental agency or entity under any whistleblower protection provision of U.S. federal or state law or regulation (including Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act 2002) or requires a Covered Person to notify the firm of any such report. In making any such report, however, a Covered Person is not authorized to disclose communications with internal or external counsel to the firm that were made for the purpose of receiving legal advice, that contain legal advice or that are protected by the attorney work product or similar privilege.

 

5.Compliance with Laws and Regulations

 

5.1 General. Every Covered Person must comply with, and must endeavor to ensure that our firm complies with, all applicable laws and regulations. These may include, among others: Investment Advisers Act (relating to the overall investment advisory business); Investment Company Act (relating to, among other things, advisory services provided to U.S. registered mutual funds); Securities Act and Securities Exchange Act (relating to, among other things, the offer and sale of securities in Arrowstreet Sponsored Funds and SEC reporting requirements); Commodity Exchange Act (relating to, among other things, the advising and trading in futures, options on futures and swaps); Gramm-Leach-Bliley Act (relating to, among other things, privacy of client information) and Dodd-Frank REG S-ID; Bank Secrecy Act (relating to, among other things, money laundering and transactions in currency); Foreign Corrupt Practices Act (relating to, among other things, making payments to foreign officials); rules and regulations of the Commodity Futures Exchange Commission and the National Futures Association; and securities laws and regulations of states and foreign jurisdictions in which we are required to do so by contract, or which are otherwise applicable to us. Every Covered Person is expected to use good judgment and common sense in seeking to comply with applicable laws, rules and regulations and to ask for advice from Regulatory Compliance when uncertain about what is required.

 

5.2 Insider Trading. It is against the law and firm policy for any Covered Person to trade any security, either for a personal portfolio or on behalf of a client or others while aware of material, non-public (inside) information relating to the security or the issuer; and in breach of a duty of trust or confidence owed directly or indirectly to the issuer of that security or its shareholders or to any other person who is the source of the inside information. It may also be illegal, and it is a violation of firm policy, to communicate inside information to someone else in breach of a duty of trust or confidence (known as tipping) or to receive inside information and subsequently trade while in possession of such information (known as tippee liability).

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(a) Material Information. Material information is information that a reasonable investor would consider important in making his or her investment decision about an issuer or a security. Generally, this is information the disclosure of which will have a substantial effect on the price of the securities. Examples of material information include revisions to previously published earnings estimates, merger or other significant transaction proposals, significant new products or technological discoveries, litigation, extraordinary turnover in management, impending financial or liquidity problems, and significant orders to buy or sell securities. Pre-publication information regarding reports in the financial press may be material. Other types of information may also be material and as such no complete list can be given.

 

(b) Non-Public Information. Information is “non-public” or “inside information” until it has been made available to investors generally (through, e.g. the wire services or other media, or an SEC filing) and the market has had time to digest it. The amount of time required depends on the amount of attention paid to the issuer in the markets, varying from a couple of hours for the largest companies to several days in the case of thinly traded issues.

 

(c) A Duty of Trust or Confidence. In addition to the sort of “insider” relationships – such as acting as a director of or adviser to an issuer – that impose this obligation, a “duty of trust or confidence” also exists in other circumstances such as the following:

 

(i) whenever a person agrees to maintain information in confidence;

 

(ii) whenever one enters into a relationship the nature of which implies a duty to maintain the information in confidence; and

 

(iii) whenever the person communicating the inside information and the person to whom it is communicated have a practice of sharing confidences, such that the recipient of the information knows or reasonably should know that the person communicating the inside information expects that the recipient will maintain its confidentiality. This may apply to family relationships as well as business relationships.

 

Ordinary investment management industry contacts by Covered Persons not involving the factors described above or other special circumstances should not result in a duty of trust or confidence. However, difficult legal issues may arise when, in the course of these contacts, Covered Persons become aware of material, nonpublic information. This could happen, for example, if an insider of an issuer prematurely discloses material confidential information to an analyst, broker or other industry participant with whom we work, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors or other third parties, and in any of these cases that information somehow makes its way into our hands. Similar disclosure issues can arise in connection with your personal relationships in your household or with friends and extended family. If you believe you have learned material inside information from any source, you should promptly consult Regulatory Compliance about your obligations.

 

(d) Tender Offers. Information about a pending tender offer raises particular concerns, in part because such activity often produces extraordinary movements in the target company’s securities and in part because an SEC rule expressly prohibits trading and “tipping” while in possession of material, nonpublic information regarding a tender offer.

 

(e) Penalties. Insider trading or improperly communicating inside information to others may result in severe penalties, including large personal fines and/or imprisonment. In addition, such actions may expose the firm to fines as well as serious legal and regulatory sanctions. We view seriously any violation of these prohibitions and would consider it grounds for disciplinary action, including termination of employment.

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(f) Judgments and Concerns about Inside Information. Judgments in this area tend to be made with hindsight. It is particularly unwise to make them on your own, without the input of a disinterested person. Anyone who is unsure whether the insider trading prohibitions apply to a particular situation should:

 

(i) report the circumstances immediately to the CCO or General Counsel;

 

(ii) refrain from any trading activity in the respective security on behalf of clients or personally; and

 

(iii) not communicate the inside information to anyone inside or outside of the firm with the exception of the CCO and General Counsel.

 

5.3 Market Manipulation. No Covered Person may engage in any activity the purpose of which is to interfere with the integrity of the marketplace. Among other things, intentionally manipulating the market is a violation of the federal securities laws and of the firm’s policies and standards of conduct. The term “manipulation” generally refers to any intentional or deliberate act or practice in the marketplace that is intended to mislead investors in a security by artificially controlling or affecting the price of such security in the marketplace. For example, manipulation may involve efforts to stimulate artificially the public demand or to create the false appearance of actual trading activity. Practices that may be intended to mislead investors by artificially affecting market activity and thus may constitute manipulative acts include, but are not limited to:

 

(a) portfolio pumping (submitting orders to purchase securities in a client portfolio near the close of trading on the last day of a period for which performance will be reported (e.g., quarter-end));

 

(b) window dressing (adding or eliminating securities holdings of a client on or around the date for which the client’s holdings will be reported solely in order to make the client’s holdings appear more favorable to the client (e.g., by eliminating a poorly performing holding or acquiring a security that has performed well));

 

(c) marking the close (executing securities transactions at or near the close with a purpose of inflating the day’s price);

 

(d) wash sales (selling a security at a loss and purchasing the same or a substantially similar security soon afterwards);

 

(e) front running (transacting in a security for one’s own portfolio, or the portfolio of client, while taking advantage of advance knowledge of another client’s pending transactions (such as client flows or a client’s trade program));

 

(f) spreading false rumors;

 

(g) disseminating false information into the marketplace that could reasonably be expected to cause the price of a security to increase or decrease;

 

(h) matching orders (buying a security with a low turnover and subsequently placing contemporaneous buy and sell orders for the security for substantially the same number of securities at substantially the same time and at substantially the same price, with the aim of conveying an appearance of renewed interest in the security);

 

(i) pumping and dumping (promoting a stock and selling once the stock price has risen following a surge of interest);

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(j) painting the tape (buying and selling a security to create the appearance of high trading volume (causing the price of the security to move in a desired direction)); and

 

(k) cornering and squeezing (attempting to control of a large and dominating security position in a market in order deliberately to increase the price of the security).

 

The rules against market manipulation do not mean that merely trying to acquire or to dispose of an instrument for investment purposes and incidentally affecting the price is unlawful. Covered Persons with any questions whether any transaction may constitute market manipulation should contact the CCO.

 

6.Additional Fiduciary Obligations

 

6.1 In General. As fiduciaries, Covered Persons must place client interests first, avoiding conflicts of interest between personal and client and/or firm matters even if not expressly prohibited by law. No Covered Person may:

 

(a) employ any device, scheme or artifice to defraud a client;

 

(b) make any untrue statement of material fact or material omission in communications to clients;

 

(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client; or

 

(d) engage in any manipulative practice with respect to a client.

 

The scope of these prohibitions is very broad. It covers taking advantage of client transactions (including client flows) or information for the benefit of a personal or firm proprietary portfolio (if applicable), including such practices as “scalping,” “front-running,” and (with respect to investment companies advised by us) “market timing.” In addition, one may not take advantage, for the benefit of a personal or firm proprietary portfolio (if applicable), of an investment opportunity that is presented because of client activity and, therefore, properly belongs to the client. In addition, the firm and every Covered Person are prohibited from knowingly purchasing or selling a security or other asset from or to a client portfolio for its, his or her own portfolio. Investment opportunities (including allocation of partially-filled block trades) must be allocated fairly between client portfolios (including Arrowstreet Sponsored Funds). All Covered Persons are required to disclose in writing to Regulatory Compliance any situation that creates an actual or potential conflict between their interests and those of the firm or our clients.

 

6.2 CFA Institute Responsibilities for Investment Personnel. Many of our investment and other professionals are members of the CFA Institute, and are Chartered Financial Analyst® (CFA®) charterholders (or candidates to be CFA charterholders). As such, there are additional responsibilities incumbent upon such individuals to comply with the CFA Institute’s Code of Ethics. The following rules and responsibilities apply to Covered Persons who are CFA charterholders, candidates to be CFA charterholders and all other research and investment personnel:

 

(a) Suitability. Our fiduciary duty includes the duty to ensure that the investment advice we provide is suitable for a particular client. When accepting a new client, a reasonable inquiry must be made into the client’s investment experience, risk and return objectives, and financial constraints to the extent appropriate to do so. These issues must also be reassessed regularly in light of material changes relative to the client and its investment objectives. Our investment process must ensure that each investment decision is consistent with the client’s written objectives, mandates, strategies, and constraints as identified in the client’s investment guidelines.

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(b) Performance Presentation. When communicating investment performance information, investment personnel must make reasonable efforts to ensure that it is fair, accurate and complete and, where applicable, in compliance with Global Investment Performance Standards (GIPS).

 

(c) Investment Analysis. Investment personnel must exercise diligence, independence and thoroughness in analyzing investments, making investment recommendations and taking investment actions. They must also have a reasonable basis, supported by appropriate research, for any investment analysis, recommendation or action.

 

Investment personnel must communicate to clients and prospective clients the general principles of the investment processes used to analyze investments, select securities and construct portfolios, and must promptly disclose any changes that might materially affect those strategies. Investment personnel and marketing representatives should endeavor to provide as much transparency about the investment process and changes to that process as possible without compromising the need to maintain as proprietary many elements of the investment process. When in doubt, the Chief Investment Officer and/or the Co-Heads of Research or the Head of Portfolio Management should be consulted before new or unapproved investment-related information is divulged on an external basis. It is also necessary to distinguish between fact and opinion in the presentation of investment analysis and recommendations. Records to support investment analysis, recommendations, actions and other investment-related communications with clients and prospective clients must be maintained.

 

(d) Disclosure of Referral Fees. It is our policy not to pay referral fees or commissions to firm personnel who solicit clients on behalf of the firm.

 

(e) Responsibilities of Supervisors. Investment personnel must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the CFA Institute’s Code of Ethics.

 

(f) Additional Responsibilities for CFA® Charterholders. CFA charterholders must not engage in any conduct that compromises the reputation or integrity of the CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations. When referring to the CFA Institute, the CFA designation and the CFA program, members and candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.

 

(g) Additional Responsibilities for Investment Personnel who are National Futures Association Members. Many of our investment and other professionals are members of the National Futures Association (NFA) as an Associated Person (AP). As such, there are additional responsibilities incumbent upon such individuals to comply with NFA rules and regulations. For more information please refer to our CFTC/NFA Compliance Manual.

 

7.Gift Policy

 

7.1 Gifts are Generally Prohibited. Giving or receiving Gifts (as defined below) in the course of conducting firm business may give rise to actual or perceived conflicts of interest which could compromise (or call into question) a person’s ability to make objective and fair business decisions in the best interests of our firm and clients. Accordingly, our policy is that no Covered Person, while acting for or on behalf of the firm or any client (or otherwise representing the firm in any capacity), shall give or receive any Gift to any person or entity (including any client, consultant, or other third party provider of goods and services to the firm or our corporate affiliates or related commingled fund vehicles, or any service provider under consideration for engagement) except to the extent permitted under this Section 7, and, in all circumstances, any Gift given or received must meet the following conditions:

 

(a) the Gift is not prohibited by law (e.g., bribe, kick-back or other similar payment);

 

(b) the Gift is not in the form of cash or a cash equivalent (such as gift cards or gift certificates);

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(c) the Gift is not considered entertainment (e.g., an invitation or ticket to a sporting event, concert, show, certain after work events, or other similar event or activity); and

 

(d) the Gift is not prohibited by the policies of the giver or recipient.

 

A “Gift” is anything of value given or received in relation to our business and specifically does not include execution or research related services from brokers or other service providers as an incident to doing business (the receipt of these items is covered by our Soft Dollar and Broker Incidentals Policy and Counterparty Quotations Policy). A Gift can take various forms and includes gratuities, favors, preferential treatment or special arrangements (including entertainment, such as meals, events or activities (regardless of whether the Covered Person “pays their own way”)).

 

As a best practice, it is advisable to consult with Regulatory Compliance in advance of giving or accepting any Gift that could be construed to violate this Section 7.

 

7.2 Exceptions to General Gift Prohibition. The following Gifts are allowed under the Code:

 

(a) Receipt of the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:

 

(i) logo bearing corporate promotional items (such as a calendars, pens, mugs or the like) intended for business advertising;

 

(ii) perishable items, such as food or beverages, so long as such items are made available for firm-wide consumption;

 

(iii) meals outside our offices provided by any client, prospective client or investment consultant to members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes;

 

(iv) items of small value (e.g., meals in connection with business meetings not covered in (iii) above) which do not exceed $100 in market value per Covered Person in the aggregate from any single source in any one calendar year for any individual Covered Person;

 

(v) invitations to educational or business-related seminars, conferences, webinars, speeches, presentations, roundtables and the like (including if such event includes a meal or reception ancillary to the event).

 

(b)     Giving the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:

 

(i) meals in our office to any person for legitimate business purposes; and

 

(ii) meals outside our offices to any client, prospective client or investment consultant by members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes.

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(c) Any other giving or receiving of Gifts approved in writing by the CCO where the giving or receipt of such Gift is consistent with the intent of this Section 7.

 

7.3 Gifts to Taft-Hartley and Public Plan Clients and Prospects. No Gift in any amount should be provided to representatives of governmental or union pension plans or other governmental clients or prospects without the prior approval of the CCO. Many U.S. and non-U.S. federal, state and local governments, as well as U.S. Department of Labor rules applicable to unions, restrict gratuities to, and entertainment of, representatives benefit plan representatives. The rules vary in different jurisdictions; in some instances, the dollar thresholds above which gratuities or entertainment are unlawful may be quite low.

 

7.4 Gift Reporting. Covered Persons are required to report to Regulatory Compliance the giving or receiving of any Gift within 30 calendar days of the end of each calendar quarter (other than permitted Gifts described in Section 7.2(a) and (b) above) on the Covered Person’s gifts and entertainment certification via Star Compliance.

 

7.5 Foreign Corrupt Practices Act. The U.S. Foreign Corrupt Practices Act (FCPA) makes it unlawful for any U.S. company - as well as any of its officers, directors, employees, agents or stockholders acting on its behalf - to offer, pay, promise or authorize any bribe, kickback or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office in order to assist the U.S. company in obtaining, retaining or directing business. Violators are subject to severe civil and criminal penalties, up to and including imprisonment. Other countries have similar laws, including the UK Bribery Act.

 

The FCPA not only prohibits direct payments to a foreign official, but also prohibits U.S. companies from making payments to third parties - such as a foreign partner, sales agent or other intermediary - with knowledge that all or a portion of the payment will be passed on to a foreign official. The FCPA’s definition of “knowledge” is broader than actual knowledge. A company is deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously disregards, a “high probability” that such a payment will be made. The purpose of this standard is to prevent companies from adopting a “head in the sand” approach to the activities of their foreign agents and partners. Accordingly, before the firm retains any agent or intermediary who may be involved in soliciting a potential investment from, or other transaction with, a foreign government or government entity, written approval must be obtained in advance from the CCO.

 

Our policy is to comply with the FCPA and all other applicable laws against bribery and other improper payments. No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that prescribed by the documents supporting such payment. It is strictly prohibited for any person, directly or indirectly, to offer to make any bribes, kickbacks, rebates or other payments to any company, financial institution, person or governmental official to obtain favorable treatment in receiving or maintaining business (it being understood that giving meals to any foreign official, foreign political party or official or candidate for foreign political office in the context of business development or client relationship activities where such meals are conducted at business appropriate venues for legitimate business purposes and which are not so frequent, so costly or so expensive as to raise any questions of impropriety should be compliant with these rules).

 

7.6 Charitable Giving. Covered Persons are advised that donations to certain organizations (many of which appear to be charitable organizations, but in fact may engage in lobbying efforts which is the case for a 501(c)(4) entity) may result in a violation of the firm’s Political Activity Compliance Policy. Covered Persons are advised to closely review the firm’s Political Activity Compliance Policy and to reach out to Regulatory Compliance prior to making any charitable donations or contributions to any entity or organization that is not a recognized 501(c)(3) entity.

 

8.Outside Business Activities

 

8.1 Access Persons. Every Access Person must receive approval from Regulatory Compliance prior to engaging in any “outside business activity.” An outside business activity for purposes of the Code refers to (i) any

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business or other activity outside the scope of such person’s position with the firm for which compensation is received; or (ii) any activity involving investment advice or other securities-related functions whether or not compensated for any person or entity, other than to a Member of the Family (or any trust or other investment vehicle established and controlled by any such person). Outside business activities may include the following:

 

  (a) teaching;
     
  (b) consulting;
     
  (c) business association with any person not associated with the firm;
     
  (d) service on the board of directors or as trustee of any organization;
     
  (e) professional practices; and
     
  (f) presentations at seminars and conferences.

 

Access Persons may seek approval of any outside business by submitting an approval request via Star Compliance. Any such request will be reviewed for potential conflicts of interest and such activity may be approved, restricted or disapproved. Such analysis will take into account existing business relationships of the firm, including those designated as “sensitive” by Regulatory Compliance, which may include, for example, auditors, middle office service provider, brokers, dealers and counterparties. Outside business activities by Covered Persons are required to be certified annually via Star Compliance.

 

Compensation received by Access Persons for certain types of outside business activities may be required to be paid to the firm.

 

Access Persons are prohibited from serving as an officer, director, advisor or, or consultant to, a publicly traded company.

 

8.2 Non-Access Persons. Every non-Access Person (which will typically be limited to our non-executive directors) must receive approval from the CCO or Chief Executive Officer prior to engaging in any outside business activity in accordance with agreed upon procedures. Such analysis will take into account existing business relationships, including those designated as “sensitive” by Regulatory Compliance for example, auditors, middle office service provider, brokers, dealers and counterparties. Although non-Access Persons are not prohibited from serving as an officer, director, employee or consultant of a publicly traded company, such person shall recuse himself or herself from any matter (whether arising as a firm matter or public company matter) in which such non-Access Person may be conflicted as a result of such service.

 

9.Personal Securities Trading by Access Persons

 

9.1 In General. Access Persons are required to obtain preclearance of transactions in “Securities” that they “Beneficially Own,” as described below. They are also required to provide the firm with reports of such Securities transactions and holdings. This Section 9 should be read in conjunction with the Personal Trading FAQ posted to the Regulatory Compliance page of the firm’s Sharepoint site.

 

9.2 Definitions. The following definitions apply to this Section 9:

 

(a) Beneficial Ownership means a direct or indirect pecuniary (financial) interest held by the Access Person. Indirect interests include the pecuniary interest of any Member of the Family (defined below) of the Access Person, certain family trusts, family custodial accounts, entities controlled by the Access Person, portfolios from which the Access Person may receive a performance fee, and other circumstances in which the

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Access Person may profit, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, from transactions in the respective Securities, as defined further in SEC Rule 16a-1(a)(2).

 

(b) Covered Account means a brokerage or other similar financial account that holds, or has the ability to hold, Securities and in which an Access Person has Beneficial Ownership. Typically, this includes:

 

  (i) Traditional brokerage accounts;
     
  (ii) “Robo” advisor accounts;
     
  (iii) Traditional and Roth Individual Retirement Accounts (IRA);
     
  (iv) Employee Stock Purchase Plans / Dividend Reinvestment Plans;
     
  (v) Certain 401(k) / 403b retirement plans; and
     
  (vi) Retirement Savings Plans (RSP) / Registered Retirement Savings Plans (RRSP).

 

(c) Electronic Broker means an institution where an Access Person maintains a Covered Account that has the ability to electronically feed holdings and transaction information with respect to such Covered Account into Star Compliance and which is approved by the firm for this purpose.

 

(d) Member of the Family of an Access Person means (i) the Access Person’s spouse, domestic partner or other similar relationship, (ii) the Access Person’s children under the age of 18 and any other child who lives in the same household or for whose support the Access Person contributes, and (iii) any of the following who live in the Access Person’s household: 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. It may be possible for Access Persons to exclude accounts held personally or by immediate family members sharing the same household if the Access Person does not have any direct or indirect influence or control over the accounts. Any such exclusion must be approved in advance by the CCO.

 

(e) Restricted Funds List means the list of commingled investment funds (e.g., certain U.S. and non-U.S. exchange traded funds and mutual funds) maintained by Regulatory Compliance that are restricted from investment pursuant to the provisions of this Section 9. The Restricted Funds List is posted on the Regulatory Compliance page of the firm’s Sharepoint site from time to time and is subect to change at any time. Such funds may include U.S. and non-U.S. exchange traded funds, mutual funds or other similar investment vehicles.

 

(f) Security means any note, stock, commingled investment fund (including exchange-traded fund, closed-end investment funds and funds on the Restricted Funds List), security future, bond, debenture, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security or on any group or index of securities, or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, investments in virtual currency or cryptocurrency coins or tokens that are being offered as part of an initial coin offering or obtained through participation in an initial coin offering, non-fungible tokens, or, in general, any interest or instrument described in Section 2(a)(36) of the Investment Company Act or commonly known as a “security,” except that “Security” does not include: (i) direct obligations of the Government of the United States, (ii) foreign currencies traded for exchange conversions and deliverable forward foreign currency contracts (e.g., converting US Dollars to a foreign currency for personal use or presently purchasing a currency for future delivery of a different currency) (iii) cryptocurrency solely in the form of a coin or token so long as such cryptocurrency is maintained in a cryptocurrency wallet or in an online account maintained on a “crypto only” platform (e.g., Venmo, Coinbase or Binance) , (iv) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (v) money market fund shares, (vi) shares issued by open-end investment companies that are registered

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under the U.S. Investment Company Act of 1940 and which are not on the Restricted Funds List, and (vii) units of unit investment trusts and which are not on the Restricted Funds List.

 

9.3 Preclearance Requirement. Except as provided in Section 9.3(d), each Access Person must obtain written preclearance from Regulatory Compliance before any person effects any transaction in a Security of which the Access Person has (or as a result of which transaction s/he acquires) Beneficial Ownership. For this purpose, “transaction” means any acquisition or disposition of Beneficial Ownership, which includes but is not necessarily limited to purchases, sales, pledges, gifts, and writing options with respect to the Security. It should be noted that preclearance for a transaction in a Security is rarely granted, except under the circumstances described below or in Section 9.3(b) and (i). Buy transactions in funds on the Restricted Funds List will not be granted preclearance under any circumstance. Access Persons may not engage in any personal trading (including exempt transactions) until all Covered Accounts are maintained with Electronic Brokers and are being reported via Star Compliance, or such requirement has been waived by the CCO, in accordance with Section 9.4(a).

 

(a) Automatically Ineligible. Except as provided in Section 9.3(i) below or as otherwise approved by the CCO, transactions in (i) publicly traded equity and/or debt securities of corporate issuers, (ii) commingled funds (e.g., closed-end and / or private funds) whose core investment strategy is investing in global public equities or corporate debt of publicly traded issuers, (iii) derivative instruments (including futures and swaps) that are likely to be traded on behalf of client accounts, and (iv) non-deliverable currency contracts and other speculative transactions in currencies are, in each case, presumptively considered automatically ineligible for preclearance as they may conflict with, or give the appearance of conflicting with, client interests.

 

(b) Likely Eligible. Transactions in Securities other than those described in Section 9.3(a) above are considered likely eligible for preclearance. In reviewing these types of preclearance requests, we acknowledge that investments in these types of Securities may not present the same potential conflicts of interest and other concerns that arise in transactions identified in Section 9.3(a) above. Similarly, investments by a Member of the Family in employer sponsored investment vehicles, regardless of investment strategy, may not present the same potential for conflicts of interest. Accordingly, Access Persons, or Members of the Family of an Access Person, wishing to invest in these types of Securities are more likely to obtain preclearance (on an individual transaction or, in certain limited circumstances, a program basis). Access Persons should be aware that the sale or other disposition of any Securities received in respect of a Security for which preclearance was granted (e.g., a distribution of securities in lieu of cash to investors in connection with a private fund portfolio company liquidity event) shall, for the avoidance of doubt, be subject to the firm’s preclearance policy.

 

(c) Preclearance Service Charge – Select Private Investments. Access Persons will be assessed a $1,000 service charge for preclearance requests relating to the purchase of complex investments (such as commingled funds, either public or private, registered or unregistered), except in the case of proposed investments in employer-sponsored investment funds, in which case the service charge will be $1,000 for a review of the investment program as a whole. Notwithstanding the above, Regulatory Compliance may provide (at no charge) an initial assessment of the likelihood of granting preclearance; however, no guarantee of approval of preclearance will be made and any requests should allow ample time to review the proposed investment. The service charge will not apply to Securities for which preclearance was previously granted, certain follow-on investments in connection with a previously precleared transaction, or with respect to preclearance requests to sell existing positions as described in Section 9.3(i).

 

(d) Exceptions to Preclearance Requirement. Preclearance is not required for the following transactions:

 

  (i) The receipt of Securities as a gift, inheritance or bequest;
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  (ii) The exercise of involuntary corporate actions involving a Security, such as receipt of a stock dividend, stock split, spin out shares, exchange offers, tenders, and the like;
     
  (iii) The receipt of employee stock options, restricted stock or other similar instrument by a Member of the Family (and any subsequent vesting associated therewith);
     
  (iv) The exercise of employee stock options by a Covered Person or a Member of the Family (for avoidance of doubt, this does not apply to an “exercise and sale” or cashless exercise of any such employee stock option);
     
  (v) The purchase of Securities pursuant to certain automatic investment plans, so long as preclearance is obtained for the establishment of, and for any material change in, such plan;
     
  (vi) The purchase and sale of Securities in an account managed by a third party investment adviser, bank or trust company (e.g., a so-called “Robo” account, or third party managed account strategy managed by a registered investment adviser, in contrast to a personal discretionary investment adviser or broker) so long as preclearance is obtained for the establishment of, and for any material change in, such account and:
     
  (A) The account invests assets on a commingled basis with other clients of the investment manager;
     
  (B) Neither the Access Person nor any Member of the Family of the Access Person has any direct or indirect investment or trade authority; and
     
  (C) Neither the Access Person nor any Member of the Family of the Access Person is affiliated with the investment manager.
     
  (vii) The purchase or sale of Securities in an account in the name of an Access Person or for which an Access Person has Beneficial Ownership (A) that was not established by the Access Person or a Member of the Family of the Access Person and (B) over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control;
     
  (viii) The purchase or sale of shares or units of any investment option effected through the firm’s 401(k) plan;
     
  (ix) The purchase or sale of shares or interests in collective investment trusts sponsored by U.S. banks through a 401(k) plan of the employer of the Access Person or the Member of the Family of the Access Person;
     
  (x) The purchase or sale of shares or units of any exchange traded fund traded on a U.S. or Canadian exchange so long as (A) such ETF is NOT on the Restricted Funds List and (B) such ETF is not structured to provide investors with exposure to a single issuer or a group of affiliated issuers;
     

(xi)         A non-volitional disposition of Securities through routine account administration without specific instruction, such as the automatic liquidation of fractional shares (e.g., in

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  connection with closing a Covered Account or account transfer), or the automatic sale or removal of shares in a Covered Account to cover account advisory fees, etc.; and
   
  (xii) A disposition/abandonment of Securities that are worthless.

 

As a reminder, transactions in Securities that are exempt from preclearance under this Section 9.3(d) may need to be reported under Section 9.4 below, whether or not preclearance was required.

 

(e) Requesting Preclearance. Access Persons must request preclearance for a securities transaction via Star Compliance. Regulatory Compliance will promptly notify each individual of preclearance approval or denial in writing via Star Compliance or electronic mail. All precleared securities transactions must be effected in accordance with specific terms of the preclearance. For example, preclearance approvals are typically only valid for a specified trade date or trading period and a specified number of shares (subject to involuntary corporate actions, such as a stock split). Failure to adhere to the terms of the preclearance (including not effecting the precleared transaction) may be a violation of the Code.

 

(f) Grounds for Denying Preclearance. Regulatory Compliance may deny or impose conditions on preclearance of any proposed transaction in Securities if, in the opinion of the CCO, such transaction would be, or would appear to be, inconsistent with the firm’s legal or fiduciary obligations. Regulatory Compliance is entitled to take any relevant consideration into account in determining whether to grant or deny preclearance. Regulatory Compliance may revoke a preclearance at any time after it is granted and before the transaction is effected. Reasons for denying preclearance may be confidential to the firm, and no reason need be stated.

 

(g) Short Term Trading. No Access Person may effect opposite way transactions (i.e. buying and selling or short selling and buying) within a 60-calendar day window in any Security of which he or she has Beneficial Ownership; provided, however, that this Section 9.3(g) shall not be applicable with respect to transactions exempt from preclearance under Section 9.3(d).

 

(h) Personal Risk. Our compliance procedures may add to your personal risks involved in trading generally. For example, our policies may negatively impact your liquidity needs or your ability to execute short sales or derivative instruments by impeding quick trading decisions often required when trading these instruments. It is important that each Access Person is aware that any financial losses incurred as a result of denial of preclearance or other aspects of our compliance policy will not be reimbursed by the firm.

 

(i) Monthly Preclearance Procedure for Long-Only Sales or Closing of Short Positions. Access Persons may seek preclearance on a monthly basis to sell long-only securities positions or to purchase securities in order to close-out short positions held by such Access Person. To request preclearance under this Section 9.3(i), a preclearance request must be submitted via Star Compliance in accordance with Section 9.3(e) at least 10 calendar days prior to the first business day of a given month. Regulatory Compliance will review each preclearance request and notify the Access Person of preclearance approval or denial via Star Compliance or electronic mail prior to the first business day of the given month. If preclearance is granted, the Access Person will be permitted to sell such precleared securities positions on either (i) the 30th calendar day following the first day of the month for which preclearance was granted (if the 30th calendar day is not a business day, the next business day thereafter); or (ii) such other later date as approved by Regulatory Compliance at the time preclearance was granted.

 

All precleared securities transactions must be effected in accordance with specific terms of the preclearance. For example, preclearance approvals are typically only valid for a specified trade day or trading period or a specified number of shares (subject to involuntary corporate actions, such as a stock split). Failure to adhere to the terms of the preclearance (including not effecting the precleared transaction) may be a violation of the Code.

 

9.4 Access Person Account and Transaction and Holdings Reporting Requirements.

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(a) Covered Account Reporting Requirements; Electronic Broker Feeds. Except to the extent described in Section 9.4(b) below, all Covered Accounts must be reported via Star Compliance within 10 calendar days of the establishment of such account, or acquiring Beneficial Ownership of such account. In addition, all Covered Accounts must be maintained with Electronic Brokers; provided that (i) new employees will have 60 calendar days following their start date to transition any Covered Account that is not with an Electronic Broker to an Electronic Broker; and (ii) in the event of a material hardship or any other fact or circumstance that would prevent the establishment or maintenance of a Covered Account with an Electronic Broker, the CCO may waive such requirement. Access Persons may not engage in any personal trading (including exempt transactions that do not need to be precleared or reported) until all Covered Accounts are maintained with Electronic Brokers and are being reported via Star Compliance , or such requirement has been waived by the CCO.

 

(b) Exception to Covered Account Reporting Requirements. The following Covered Accounts are exempt from the reporting requirements in Section 9.4(a) above:

 

(i) an account in the name of an Access Person or for which an Access Person has Beneficial Ownership (i) that was not established by the Access Person or a Member of the Family of the Access Person, and (ii) over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control; provided that in each case, except in cases where the Access Person had no knowledge of the existence of the account or of the Access Person’s interest in the account, the exclusion of such account has been approved by Regulatory Compliance;

 

(ii) an automatic investment plan; provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance;

 

(iii) an account established as a qualified tuition program pursuant to Section 529 of the Internal Revenue Code (529 Plans) if we do not manage, distribute, market, or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan; and

 

(iv) an account that, by its terms, does not have the ability to hold Securities such as:

 

  (A) 401(k) or 403(b) accounts that may only hold U.S. registered open-ended mutual funds (e.g., where the account does not have a self-directed brokerage option, or any other option to purchase Securities);
     
  (B) an account maintained at a mutual fund company (open-ended U.S. registered mutual fund only accounts);
     
  (C) cryptocurrency coins or tokens (e.g., crypto wallets, or online accounts maintained on “crypto only” platforms such as Venmo, Coinbase or Binance); and
     
  (D) accounts that may only hold fixed annuity contracts or fixed index annuity contracts (if such fixed index annuity includes a minimum rate of return/protection of principal against downside risk).

 

(c) Initial and Annual Holdings Reports. Access Persons must certify holdings via Star Compliance within the timeframe required by Regulatory Compliance, which for an initial holdings certification is within 10 calendar days of becoming an Access Person and for an annual holdings certification is within the earlier of the internally communicated deadline or 45 calendar days of December 31 or June 30 of each year. Such certification must include the following information with respect to each Security held by such Access Person, it being understood that such information is generally expected to be provided via Electronic Broker feed(s) to Star Compliance , as applicable:

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(i) the title and exchange ticker symbol or CUSIP number, type of security and number of shares or principal amount of each Security in which the Access Person had any Beneficial Ownership;

 

(ii) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held in which the Access Person has Beneficial Ownership; and

 

(iii) the date that the report is submitted by the Access Person.

 

Access Persons holding interests in private funds should certify to the following information: (i) the name of the fund, (ii) the units/shares/interest held in such fund and (iii) the value of such interest.

 

Access Persons reporting Securities transactions electronically via Star Compliance need only certify that no other Securities transactions took place during the quarter, provided that such electronic reporting (i) is provided by the deadline required for the quarterly report in which the transactions or brokerage accounts must be reported; and (ii) includes all information required under Section 9.4(d) of this Code. Please refer to the Annual Report of Securities Accounts in Star Compliance for detailed information on this requirement.

 

Access Persons reporting Securities transactions via paper confirmations and periodic statements must ensure that they manually add these transactions and periodic statements to their account(s) on Star Compliance by the required deadlines noted above.

 

(d) Quarterly Transaction and Broker Account Reports. No later than 30 calendar days after the end of each calendar quarter, each Access Person shall (except as provided in Section 9.4(b) above) report to Regulatory Compliance the following information, as required in the Quarterly Report of Transactions in Star Compliance, as applicable, it being understood that such information is generally expected to be provided via Electronic Broker feed(s) to Star Compliance , as applicable:

 

(i) With respect to each transaction of any type during the quarter in a Security in which the Access Person had Beneficial Ownership:

 

  (A) the date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares or the principal amount of each Security involved;
     
  (B) the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
     
  (C) the price of the Security at which the transaction was effected;
     
  (D) the name of the broker, dealer or bank with or through which the transaction was effected; and
     
  (E) the date that the report is submitted by the Access Person.

 

(ii) Except as provided in 9.4(b) above, with respect to each account maintained by the Access Person in which any Securities were held during the quarter in which the Access Person had any direct or indirect Beneficial Ownership:

 

  (A) the name of the account holder;
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  (B) account type;
     
  (C) the name of the broker, dealer or bank with which the Access Person established the account;
     
  (D) the date the account was established; and
     
  (E) the date that the report is submitted by the Access Person.

 

(e) Review of Reports. Regulatory Compliance will review transactions and holdings reports (or data feeds) received within a reasonable time after receipt and will carry out periodic testing procedures designed to provide reasonable assurance that the transactions and holdings reported are not in violation of this Code. Such procedures will not only review compliance with internal policies but will also review whether personal trades were made at the detriment of client trading activities. Regulatory Compliance is responsible for communicating all potential issues noted to the CCO for further investigation and resolution.

 

(f) Personal Trading Rules Subject to Change. Our personal trading rules are subject to change at any time. Any such change may result in significant restrictions on the buying or selling securities or other instruments by Access Persons, and may result in existing positions becoming illiquid. Specifically, Access Persons should be aware that the Restricted Funds List is also subject to change at any time. While it is expected that any existing investments in a security or other instrument held by an Access Person that may subsequently become restricted under this policy would be “grandfathered” (e.g., in the case of new commingled investment funds being added to the Restricted Funds List), additional trading restrictions will likely apply, including restrictions in the ability to add to such postions and/or liquidity restrictions.

 

10.Acknowledgements.

 

Regulatory Compliance will furnish copies of this Code and all amendments hereto to all Covered Persons (including posting on the Regulatory Compliance page of the firm’s Sharepoint site). Annually (and connection with any material amendment), each Covered Person is required to certify via Star Compliance that he or she has read and understood the Code and that he or she has complied (or, with respect to any amendment, will comply) with the Code for the applicable period.

 

11.Duty to Report Violations.

 

Each Covered Person should ask questions, seek guidance, and express any concerns regarding compliance with this Code or any of our other policies. Anyone who believes that any Covered Person has engaged or is engaging in conduct that violates applicable law or this Code must promptly report that information to the CCO or the General Counsel, who in turn must report it to the CCO. The CCO will be responsible for notifying the Chief Executive Officer and/or the Board of Directors, as applicable, and furnishing any information appropriate to address any violation.

 

12.Accountability for Violations of this Code.

 

Failure to comply with the standards required by this Code will be managed in accordance with the firm’s Code of Ethics escalation policy in effect from time to time, which may result in disciplinary action that may include, without limitation, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary and/or bonus payments, selling of positions, disgorgement of profits, discharge or removal, and restitution. Certain violations may be referred to public authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not promptly report it, also will be subject to disciplinary action, up to and including discharge.

 

13.Record Keeping.
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We will maintain the following records concerning the administration of this Code:

 

(a) In an easily accessible place, a copy of this Code of Ethics (and any prior Code of Ethics that was in effect during the past six years);

 

(b) A record of any violation of this Code and of any action taken as a result of such violation, for a period of six years following the end of the fiscal year in which the violation occurs;

 

(c) A copy of each report (or brokerage confirmation or statement in lieu of a report) submitted under Section 9 of this Code (whether electronically or in tangible form) for a period of six years from the end of the fiscal year in which the report was submitted, provided that for the first two years such reports must be maintained and preserved in an easily accessible place (and, to the extent required by law, such records shall be maintained electronically in an accessible computer database);

 

(d) A list of all persons who are, or within the past six years were, required to make or required to review, reports pursuant to Section 9 of this Code of Ethics;

 

(e) A copy of each report or questionnaire response provided to the board of any investment company client as described in Section 14, for a period of six years following the end of the fiscal year in which the report is made, provided that for the first two years such record will be preserved in an easily accessible place; and

 

(f) A written record of any decision, and the reasons supporting any decision, to approve the trade by an Access Person of any security for a period of six years following the end of the fiscal year in which the preclearance approval is granted.

 

A record of the written acknowledgment of the receipt of this Code and of any amendment hereto provided by each person who is or was a Covered Person at any time during the prior six years.

 

All such records shall be maintained in an easily accessible place which shall, for at least the first two years be our principal office. Electronic records will be maintained on servers accessible by that office.

 

14.Amendments and Reporting.

 

All amendments to this Code are subject to the approval of the CCO. Amendments considered to be material by the CCO shall be submitted to the Operating Committee for approval. The CCO shall report (i) material amendments to the Code to the Chairman of the Audit and Risk Committee of the Board of Directors; and (ii) material violations of the Code to the Board of Directors.

 

*    *    *

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EXHIBIT 99p6

 

 

BennBridge US LLC

 

 

Regulatory Compliance Manual

Policies and Procedures

 

December 4, 2020

 

This Regulatory Compliance Manual is the property of BennBridge US LLC (“BennBridge” or the “Company”) and must be returned to the Company if an individual’s association with the Company terminates for any reason.

 

The content of this manual is confidential and should not be revealed to third parties without the consent of the Chief Compliance Officer. The policies and procedures set forth herein supersede previous manuals, policies, and procedures.

 

Copyright © 2020 BennBridge US LLC. All rights reserved.

 

Contents

 

 

 

 

CONFIDENTIALITY

The information contained herein includes proprietary, non-public information regarding BennBridge US LLC and its Participating Affiliates. As such, it is understood to be strictly confidential. Recipient agrees that receipt of this information commits Recipient to safeguard the information contained and agrees that it will not be disclosed to third parties unless authorized by BennBridge in writing or required by law as such disclosure could cause severe and actionable financial harm to BennBridge.

 

 

Introduction

 

 

 

 

This Regulatory Compliance Manual (the “Manual”) is intended to give Employees a general understanding of the regulatory rules and requirements that apply to BennBridge. It should be read in conjunction with BennBridge’s “Our Ways of Working” ethical framework and Risk and Compliance Framework as updated from time to time. The manual does not constitute legal advice.

 

All Employees must abide by all applicable policies and procedures contained in this Manual. The Manual should accurately reflect BennBridge’s business practices. Employees should speak to the CCO regarding any questions about the Manual, or if the Manual should be changed or updated. In addition, Employees should contact the CCO if they believe BennBridge’s disclosure documents, advisory contracts, or marketing materials appear inaccurate, incomplete, or out-of-date.

 

BennBridge US LLC is a registered investment adviser with the SEC. Bennbridge is a direct subsidiary of Bennelong Funds Management Group Pty Ltd (“Bennelong”). Bennelong owns a number of investment managers, including BennBridge Ltd. BennBridge has entered into an agreement with BennBridge Ltd whereby certain employees, officers and directors of BennBridge Ltd are directly or indirectly involved in the activities and services performed by BennBridge US LLC. BennBridge Ltd is a “participating affiliate entity” (“PAR Entity”) and certain employees, officers, and directors of the PAR Entity are deemed associated persons (“Associated Persons”) and must be abide by the applicable policies and procedures contained in the BennBridge Compliance Manual and Code of Ethics.

 

In developing this Manual, BennBridge considered the material risks associated with its operations. This risk evaluation process is ongoing, and the CCO will periodically review this Manual to ensure that BennBridge’s policies and procedures adequately address all applicable risks. Any material amendments to this Manual will be distributed to all Employees. New policies, guidance, and amendments may be issued by BennBridge’s CCO by email or orally before being formally incorporated into the Manual. Such communications are as valid and binding as the Manual’s written guidance.

 

Employees will be asked to acknowledge in writing that they have received, understand, and will abide by the policies and procedures contained in this Manual, upon commencement of employment, annually, and upon any material change to the Manual.

 

Capitalized terms are defined at the end of the Manual.

 

3

 

Code of Ethics

 

 

 

Background

 

Investment advisers are fiduciaries that owe their undivided loyalty to their clients. Investment advisers are trusted to represent clients’ interests in many matters, and advisers must hold themselves to the highest standard of fairness in all such matters.

 

Rule 204A-1 under the Advisers Act requires each registered investment adviser to adopt and implement a written code of ethics that contains provisions regarding:

 

1.     The adviser’s fiduciary duty to its clients;

 

2.     Compliance with all applicable Federal Securities Laws;

 

3.     Reporting and review of personal Securities transactions and holdings;

 

4.     Reporting of violations of the code; and

 

5.     The provision of the code to all supervised persons.

 

Risks

 

In developing these policies and procedures, BennBridge considered the material risks associated with administering the Code of Ethics. This analysis includes risks such as:

 

·Employees do not understand the fiduciary duty that they, and BennBridge, owe to Clients;

 

·Employees and/or BennBridge fail to identify and comply with all applicable Federal Securities Laws;

 

·Employees do not report personal Securities transactions;

 

·Employees trade personal accounts ahead of Client accounts;

 

·Employees allocate profitable trades to personal accounts or unprofitable trades to Client accounts;

 

·Violations of the Federal Securities Laws, the Code of Ethics, or the policies and procedures set forth in this Manual, are not reported to the CCO and/or appropriate supervisory personnel;

 

·BennBridge does not provide its Code of Ethics to the RIC Client board of directors (or trustees) for initial approval, and/or within six months of material changes; and

 

·BennBridge does not provide its Code of Ethics and any amendments to all Employees.

 

BennBridge has established the following guidelines to mitigate these risks.

 

4

 

Policies and Procedures

 

Code of Conduct, Fiduciary Standards, and Compliance with the Federal Securities Laws

 

At all times, BennBridge and its Employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code of Ethics (or the “Code”). All questions regarding the Code should be directed to the CCO. Employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) BennBridge to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge their duties under the Manual.

 

All Employees will act with competence, dignity, integrity, and in an ethical manner, when dealing with Clients, the public, prospects, third-party service providers and fellow Employees. Employees must use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, trading, promoting BennBridge’s services, and engaging in other professional activities.

 

BennBridge expects all Employees to adhere to the highest standards with respect to any potential conflicts of interest with Clients. As a fiduciary, BennBridge must act in its Clients’ best interests. Neither BennBridge, nor any Employee should ever benefit at the expense of any Client. Notify the CCO promptly about any practice that creates, or gives the appearance of, a material conflict of interest.

 

Employees may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any RIC Client:

 

Employ any device, scheme, or artifice to defraud the RIC Client;

 

Make any untrue statement of a material fact to the RIC Client or omit to state a material fact necessary in order to make the statements made to the RIC Client, 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 upon the RIC Client; or

 

Engage in any manipulative practice with respect to the RIC Client.

 

Reporting Violations

 

Improper actions by BennBridge or its Employees could have severe negative consequences for BennBridge, its Clients and Investors, and its Employees. Impropriety, or even the appearance of impropriety, could negatively impact all Employees, including people who had no involvement in the problematic activities.

 

Employees must promptly report any improper or suspicious activities, including any suspected violations of the Code of Ethics or the Federal Securities Laws to the CCO. Any reports of potential problems will be thoroughly investigated by the CCO. Any problems identified during the review will be addressed in ways that reflect BennBridge’s fiduciary duty to its Clients.

 

The CCO will report violations of this Code of Ethics to the RIC Client’s primary adviser’s compliance department as may be required by the Sub-Advisory Agreement or applicable laws and regulations.

 

An Employee’s identification of a material compliance issue will be viewed favorably. Retaliation against any Employee who reports a violation of the Code of Ethics in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal.

 

5

 

Violations of this Code of Ethics, or the other policies and procedures set forth in the Manual, may warrant sanctions including, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject an Employee to civil, regulatory, or criminal sanctions. No Employee will determine whether they committed a violation of the Code of Ethics or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.

 

Distribution of the Code and Acknowledgement of Receipt

 

BennBridge will distribute this Manual, which contains the Company’s Code of Ethics, to each Employee upon the commencement of employment, annually, and upon any change to the Code of Ethics or any material change to another portion of the Manual.

 

All Employees must acknowledge that they have received, read, understood, and agree to comply with BennBridge’s policies and procedures described in this Manual, including this Code of Ethics. Each Employee should complete the attached Compliance Manual Acknowledgement Form and submit the completed form to the CCO upon commencement of employment, annually, and following any material change to the Manual.

 

BennBridge will be required to seek the RIC Client’s board of trustee’s approval initially of the Code of Ethics, and within six months after the adoption of a material change to the Code of Ethics.

 

Conflicts of Interest

 

Conflicts of Interest may exist between various individuals and entities, including BennBridge, Employees, Clients and Investors. Any failure to identify or properly address a conflict can have severe negative repercussions for BennBridge, its Employees, and/or Clients and Investors. Additionally, the PAR Entity needs to ensure that BennBridge is aware of any conflicts of interest between PAR Entity Clients and BennBridge Clients as well as the PAR Entity itself and BennBridge Clients.

 

BennBridge’s policies and procedures have been designed to identify and properly disclose, mitigate, and/or eliminate applicable conflicts of interest. However, written policies and procedures cannot address every potential conflict, so Employees and Associated Persons must use good judgment in identifying and responding appropriately to actual or apparent conflicts. Conflicts of interest that involve BennBridge and/or its Employees on one hand, and Clients and/or Investors on the other hand, will generally be fully disclosed and/or resolved in a way that favors the interests of Clients and/or Investors over the interests of BennBridge and its Employees. If an Employee or Associated Person believes that a conflict of interest has not been identified or appropriately addressed, that Employee or Associated Person should promptly bring the issue to the CCO’s attention.

 

Personal Securities Transactions

 

All personal trading, directly or indirectly, in any security issued by a public or private company (or any derivative thereof) is prohibited unless such ownership is through investments in registered investment companies or broadly-based index products. Employees are permitted, however, to hold securities issued by public or private companies (and derivatives thereof) in discretionary accounts (i.e., accounts where an investment adviser instead of the Employee has

 

6

 

discretionary trading authority), provided that the Employee first provides a copy of the discretionary account agreement to the Compliance Department and ensures that the discretionary account is electronically linked to the Firm’s staff declaration system, ‘ComplianceAlpha’.

 

Newly-employed Employee may be granted limited exceptions to the prohibition on trading in personal accounts to enable them to liquidate their personal portfolios in an orderly manner, subject in the case of each transaction to pre-clearance by the Compliance Department. All pre-cleared trades must be executed no later than 5:00 p.m. local time on the business day following the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.

 

Accounts Covered by the Policies and Procedures

 

BennBridge’s Personal Securities Transactions policies and procedures apply to all accounts holding any Securities over which Employees have any beneficial ownership interest, which typically includes accounts held by immediate family members sharing the same household, or non-Clients over which Employees exercise investment discretion. Immediate family members include children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria. For purposes of this Personal Securities Transactions section, the term Employee includes: (1) any employee who has access to nonpublic information regarding any Client’s trading or who is involved in making securities recommendations to Clients, or who has access to nonpublic securities recommendations; (2) all of BennBridge’s directors, officers, and partners; (3) any other person so designated by the CCO by notice to such person; and (4) any consultant, intern, or independent contractor hired or engaged by BennBridge that has access to BennBridge’s nonpublic securities recommendations.

 

It may be possible for Employees to exclude accounts held personally or by immediate family members sharing the same household if the Employee does not have any direct or indirect influence or control over the accounts, or if the Employee can rebut the presumption of beneficial ownership over family members’ accounts. Employees should consult with the CCO before excluding any accounts held by immediate family members sharing the same household.

 

Employees are required to on at least a quarterly basis, but within 10 days after a calendar quarter end, to inform the CCO of any new trading accounts opened during the preceding quarter including the name of the broker, dealer, or bank with whom the account was established; the date the account was established; and the date that the report was submitted by the Employee.

 

Reportable Securities

 

BennBridge requires Employees to provide periodic reports regarding transactions and holdings in all “Reportable Securities,” which include any Security, 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 investment companies registered under the Investment Company Act of 1940, other than investment companies advised, sub-advised, or underwritten by BennBridge or an affiliate;

 

7

 
·Interests in 529 college savings plans; and

 

·Shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act of 1940, none of which are advised or underwritten by BennBridge or an affiliate.

 

Exchange-traded funds, or ETFs and exchange traded notes, or ETNs, are somewhat similar to open-end registered investment companies. However, ETFs and ETNs are Reportable Securities and are subject to the reporting requirements contained in BennBridge’s Personal Securities Transactions policy.

 

Any Employee who purchases or sells 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 the CCO as to whether such coins or tokens would be considered Securities for purposes of this policy. If the CCO 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 Reportable 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.

 

Pre-clearance of Certain Transactions in Personal Accounts

 

Every Employee must obtain pre-clearance from the Compliance Department in ComplianceAlpha before engaging in the following transactions in his or her Personal Account:

 

·direct or indirect purchase or sale of beneficial ownership in a security in an initial public offering (as required under Rule 204A-1 of the Advisers Act); and

 

·direct or indirect purchase or sale of beneficial ownership in a security in a limited offering, including (but not limited to) investments in hedge funds and private equity funds (as required under Rule 204A-1 of the Advisers Act).

 

Pre-clearance Procedures

 

Employees must have written clearance for all transactions involving Securities (except for Non-Reportable Securities), IPOs or Private Placements before completing the transactions. BennBridge may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. If clearance is granted for a specified period of time, the Employee receiving the approval is responsible for ensuring that his or her trading is completed before the clearance’s expiration.

 

Employees must use the attached Trade Pre-clearance Form to seek pre-clearance. All pre-clearance requests must be submitted to the CCO. The CCO will track pre-clearance requests.

 

Reporting

 

BennBridge must collect information regarding the personal trading activities and holdings of all Employees. Employees must submit quarterly reports regarding Securities transactions and newly opened accounts, as well as annual reports regarding holdings and existing accounts.

 

Quarterly Transaction Reports

 

Each quarter, Employees must report all Reportable Securities transactions in accounts in which they have a Beneficial Interest. Employees must also report any accounts opened during the

 

8

 

quarter that hold any Securities (including Securities excluded from the definition of a Reportable Security). Reports regarding Securities transactions and newly opened accounts must be submitted to the CCO within 30 days of the end of each calendar quarter.

 

Employees may utilize the attached Quarterly Reporting Forms to fulfill quarterly reporting obligations. Alternately, Employees may instruct the institution hosting their accounts to send the CCO duplicate account statements. The CCO must receive all such statements within 30 days of the end of each calendar quarter. Any trades that did not occur through a broker-dealer, such as the purchase of a private fund, must be reported on the Quarterly Reporting Forms.

 

If an Employee did not have any transactions or account openings to report, this should be indicated on the Quarterly Reporting Forms within 30 days of the end of each calendar quarter.

 

Initial and Annual Holdings Reports

 

Employees must periodically report the existence of any account that holds any Securities (including Securities excluded from the definition of a Reportable Security), as well as all Reportable Securities holdings. Reports regarding accounts and holdings must be submitted to the CCO on or before February 14th of each year, and within 10 days of an individual first becoming an Employee. Annual reports must be current as of December 31st; initial reports must be current as of a date no more than 45 days prior to the date that the person became an Employee. Initial and annual holdings reports should be submitted using the attached Periodic Holdings Reporting Forms.

 

Initial and annual reports must disclose the existence of all accounts that hold any Securities, even if none of those Securities fall within the definition of a “Reportable Security.”

 

In lieu of completing the Reportable Securities section of the Periodic Holdings Reporting Form Employees may submit copies of account statements that contain all of the same information that would be required by the form and that are current as of the dates noted above. Employees should sign and date each such statement before submitting it to the CCO. Any Reportable Securities not appearing on an attached account statement must be reported directly on the Reportable Securities section of the Periodic Holdings Reporting Form.

 

If an Employee does not have any holdings and/or accounts to report, this should be indicated on the Periodic Holdings Reporting Form within 10 days of becoming an Employee and by February 14th each year.

 

Exceptions from Reporting Requirements

 

There are limited exceptions from certain reporting requirements. Specifically, an Employee is not required to submit:

 

·Quarterly reports for any transactions effected pursuant to an Automatic Investment Plan; or,

 

·Any reports with respect to Securities held in accounts over which the Employee had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis.

 

Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from the unaffiliated

 

9

 

investment adviser, and may provide Employees with the exact wording and a clear definition of "no direct or indirect influence or control" that the adviser consistently applies to all Employees. On a sample basis, the CCO may request reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to BennBridge's Code, absent reliance on the reporting exception. Employees who claim they have no direct or indirect influence or control over an account are also required to complete the attached Exempt Accounts Certification upon commencement of their employment and on an annual basis thereafter.

 

Reliance on this independent or separately managed account exception is conditioned on BennBridge’s receipt of the attached Exempt Accounts Certification and other satisfactory documentary evidence (e.g., copy of advisory agreement, certification from adviser, etc.) as directed by the CCO. Employees should consult with the CCO before excluding any accounts, especially those held by immediate family members sharing the same household.

 

Personal Trading and Holdings Reviews

 

BennBridge’s Personal Securities Transactions policies and procedures are designed to mitigate any potential material conflicts of interest associated with Employees’ personal trading activities. Accordingly, the CCO will closely monitor Employees’ investment patterns to detect the following potentially abusive behavior:

 

·Frequent and/or short-term trades in any Security;

 

·Trading opposite of Client trades;

 

·Personal trading in Securities also held by a RIC Client advised by BennBridge

 

·Trading ahead of Clients; and

 

·Trading that appears to be based on Material Nonpublic Information.

 

The CCO will review all reports submitted pursuant to the Personal Securities Transactions policies and procedures for potentially abusive behavior and will compare Employee trading with Clients’ trades as necessary. Upon review, the CCO will initial and date each report received, and will attach a written description of any issues noted. Any personal trading that appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal. The President will monitor the CCO’s personal Securities transactions for compliance with the Personal Securities Transactions policies and procedures.

 

Disclosure of the Code of Ethics

 

BennBridge will describe its Code of Ethics in Part 2 of Form ADV and, upon request, furnish Clients and Investors with a copy of the Code of Ethics. The Code of Ethics will also be made available to RIC Clients and included as part of their registration statement filings. All Client requests for BennBridge’s Code of Ethics should be directed to the CCO.

 

Associated Persons

 

All Associated Persons are subject to the BennBridge Code of Ethics and Compliance Manual. Therefore, all Associated Persons need to submit the reports described in this Code regarding personal securities accounts, transactions, and holdings. Associated Persons must also comply with all pre-clearance requirements. Additionally, all Associated Persons must acknowledge that they have received, read, understood, and agree to comply with BennBridge’s policies and

 

10

 

procedures described in this Manual, including this Code of Ethics. Each Associated Person should complete the attached Compliance Manual Acknowledgement Form and submit the completed form to the CCO upon commencement of employment, annually, and following any material change to the Manual.

 

BennBridge should have access to the personal securities trading records of Associated Persons.

 

11

 

Compliance Manual Acknowledgement Form

 

By signing below, I certify that I have received, read, understood, abided by, and will continue to abide by BennBridge’s Compliance Manual, which includes BennBridge’s Code of Ethics. I understand that any questions about BennBridge’s Manual (including the Code) should be directed to the CCO.

 

Signature:    
     
Print Name:    
     
Date:    

 

Note: All Employees must also complete and submit the Annual Compliance Questionnaire Supplement that begins on the following page.

 

12

 
Initial:    
     
Date:    

 

Annual Compliance Questionnaire Supplement

 

Please answer the following questions accurately. If you mark any shaded boxes, explain your response in the space following the table.

 

Question Yes No
1.     Are you or any members of your immediate family employed by a financial services company other than BennBridge?    
2.     Are you or any members of your immediate family employed by a company that provides products or services to BennBridge?    
3.     Do you or any member of your immediate family serve as a general partner or managing member for an investment-related pooled investment vehicle?    
4.     Do you or any members of your immediate family have some other business or personal relationship with, or substantive investment in, a financial services company or a company that provides products or services to BennBridge?    
5.     Do you or any members of your immediate family serve as trustee, executor, or in a similar capacity for any client or investor?    
6.     Do you or any members of your immediate family have any other business or personal relationship with any client or investor?    
7.     Are you or any members of your immediate family employed by any government?    
8.     Do you or any members of your immediate family serve as officers or directors of any organizations (including private companies, public companies, and not-for-profit organizations)?    
9.     Are you aware of any conflicts of interest that have not already been disclosed to the CCO involving BennBridge, you or your immediate family members, and any client or investor?    
10.  Have you complied with BennBridge’s requirements regarding the disclosure and approval of outside business activities?    
11.  Are you aware of any potentially material, non-public information that has not been previously disclosed to the CCO? (If yes, please indicate the capacity in which you received the information at the end of this form, but do not include the specific information in question on this form.)    
12.  Have you improperly transmitted proprietary information between BennBridge and any prior employers or other individuals or entities?    
13.  Have you reported all political contributions that you made in the past two years?    

 

13

 
Initial:    
     
Date:    

 

Question Yes No

14.  In the past 10 years, have you been charged with or convicted of or plead guilty or no contest in a domestic, foreign, or military court to any:

 

·       Felony

 

·       Misdemeanor involving investments or an investment-related business, or any fraud, false statements, filings or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

   

15.  In the past 10 years, has any federal regulatory agency, the U.S. Postal Service, any state regulatory agency, or any foreign financial regulatory authority found you to have:

 

·        Made a false statement or omission, or been dishonest, unfair, or unethical?

 

·       Been involved in a violation of investment-related regulations or statutes?

 

·       Been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

   

16.  In the past 10 years, has any federal regulatory agency, the U.S. Postal Service, any state regulatory agency, or any foreign financial regulatory authority:

 

·       Entered an order or injunction against you in connection with an investment-related activity or the making of false representations?

 

·       Denied, suspended, or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?

   

17.  In the past 10 years, has any self-regulatory organization or commodities exchange found you to have:

 

·        Made a false statement or omission?

 

·       Been involved in a violation of its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?

 

·       Been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

   
18.  In the past 10 years, has any self-regulatory organization or commodities exchange disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?    
19.  Has an authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?    

20.  In the past 10 years, has any domestic or foreign court:

 

·       Enjoined or restrained you in connection with any investment or securities-related activity, or in connection with any false SEC filing?

 

   

 

14

 
Initial:    
     
Date:    

 

Question Yes No

·       Found that you were involved in a violation of investment-related statutes or regulations?

 

·    Dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority?

   
21.  Are you now the subject of any proceeding that could result in a “yes” answer to any of the preceding questions?    

22.  Have you been convicted within ten years of any felony or misdemeanor:

 

·       In connection with the purchase or sale of any security;

 

·       Involving the making of any false filing with the SEC; or

 

·    Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?

   

23.  Are you subject to any order, judgment or decree of any court of competent jurisdiction, entered within the past five years, that restrains or enjoins you from engaging or continuing to engage in any conduct or practice:

 

·       In connection with the purchase or sale of any security;

 

·       Involving the making of any false filing with the SEC; or

 

·    Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities?

   

24.  Are you subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); a federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

 

·        Bars you from association with an entity regulated by such commission, authority, agency, or officer;

 

·        Bars you from engaging in the business of securities, insurance or banking;

 

·        Bars you from engaging in savings association or credit union activities; or

 

·    Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten years?

   

 

15

 
Initial:    
     
Date:    

 

Question Yes No

25.  Are you subject to an SEC order that:

 

·   Suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;

 

·       Places limitations on your activities, functions or operations; or

 

·       Bars you from being associated with any entity or from participating in the offering of any penny stock?

   

26.  Are you subject to any order of the SEC within the past five years that orders you to cease and desist from committing or causing a violation or future violation of:

 

·      Any scienter-based anti-fraud provision of the federal securities laws; or

 

·     Section 5 of the Securities Act of 1933?

   
27.  Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange, or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?    
28.  In the past five years have you filed (as a registrant or issuer), or were you named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or are you the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?    
29.  In the past five years have you been subject to a U.S. Postal Service false representation order, or are you subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?    

 

 

New employees should skip the remaining questions and explain any marks in shaded boxes below the table.
30.  During the past 12 months, have you reported all personal securities transactions and reportable accounts in accordance with BennBridge’s reporting policies and any policy exceptions granted to you by the Compliance Department?    
31.   During the past 12 months, have you reported gifts and entertainment in accordance with BennBridge’s reporting policies?    
32.  During the past 12 months, have you traded on or improperly transmitted any material, non-public information?    

 

16

 
Initial:    
     
Date:    

 

33.  During the past 12 months, have you become aware of any violation of BennBridge’s Code of Ethics that you did not disclose to the CCO?    
34.  To the best of your knowledge, during the past 12 months, has BennBridge and its employees (including yourself) complied with the Company’s written policies and procedures?    
35.  Have you had any life events (i.e., birth of a child, marriage, divorce, children/parents moving in) occur over the last 12 months that resulted in accounts (i.e., 529 plans, spouse 401(k) accounts, etc.) that should be reported?    

 

 

Please use the space below to explain any marks in shaded boxes. For each explanation, indicate the relevant question number. Use additional pages, as necessary.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By signing below, I certify that I have responded to the questions set forth in this Annual Compliance Questionnaire completely and accurately.

 

Print Name:     Date:  
         
Signature:        

 

 

 

 

17

 
Initial:    
     
Date:    

 

 

 

 

 

 

 

 

 

 

 

18

 

Trade Pre-clearance Form

 

Transaction Type: Buy / Sell / Short / Cover Short / Other (describe):

     

 

Security Name:     
     

Security Type: Common Stock / Option / Debt / IPO / Private Placement / Other (describe):

     

 

Symbol or Identifier:     

 

Number of Shares / Contracts / Principal Amount:     

 

For Options, Indicate the Expiration Date:     

 

Broker / Custodian:     

 

Does the transaction involve an IPO or private placement? Yes o No o  
       
If you are seeking to invest in a private fund, describe the fund’s investment strategy.

 

 

Pre-clearance sought through (date):       

 

By signing below, I certify and acknowledge the following:

 

1.     I have no Material Nonpublic Information or other knowledge pertaining to this proposed transaction that constitutes a violation of Company policy, confidentiality agreements or securities laws.

 

2.     The proposed transaction does not limit a Client’s investment opportunities or disadvantage a Client in any way.

 

3.     I am not contractually or legally prohibited from executing this transaction (e.g. I am not a restricted person under FINRA Rule 5130 or 5131)

 

Signature:     Date:     
           
Print Name:           

 

 

   
  Approved / Disapproved (circle as applicable) by:
         
         
  Signature   Date  
         
         
  Print Name      
         

 

19

 

Quarterly Reporting Form: Transactions

 

For the Quarter Ended:_______________________

 

Number of
Shares
Security Name Type (common stock, bond, etc.) Ticker or CUSIP Buy / Sell Principal Amount Interest Rate / Maturity Price Date Executed By
(Broker-
Dealer or Bank)

 

 

                 

 

 

                 

 

 

                 

 

 

                 

 

 

                 

 

 

                 

 

 

                 

 

I certify that this form fully discloses all transactions of Reportable Securities in which I have a Beneficial Interest. I understand that I am presumed to have a Beneficial Interest in Securities transactions of immediate family members living in the same household.

 

Signature:     _________________________                    Print Name:    __________________                Date: _______________

 

Deliver to the CCO within 30 days of the end of each calendar quarter. Use additional sheets if necessary.

 

With respect to Section 16 of the Exchange Act, nothing in this report should be construed as an admission that the person making the report has a direct or indirect beneficial ownership interest in the Securities to which the report relates.

 

20

 

Quarterly Reporting Form: New Accounts

 

For the Quarter Ended:_______________________

 

Name of Broker-Dealer or Bank Account Title Account Number Date Account was Established

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

 

 

 

     

I certify that this form fully discloses all Securities accounts opened during the calendar quarter noted above in which I have a Beneficial Interest. I understand that I am presumed to have a Beneficial Interest in Securities accounts of immediate family members living in the same household.

 

Signature:     _________________________                    Print Name:    __________________                Date: _______________

 

Deliver to the CCO within 30 days of the end of each calendar quarter. Use additional sheets if necessary.

 

21

 

Periodic Holdings Reporting Form: Accounts

 

Information is current as of: _______________________

 

Name of Broker-Dealer or Bank Account Title Account Number
     
     
     
     
     
     

 

I certify that this form fully discloses all of the Securities accounts in which I have a Beneficial Interest. I understand that I am presumed to have a Beneficial Interest in Securities accounts of immediate family members living in the same household.

 

Deliver to the CCO within 10 days of becoming associated with BennBridge, and by February 14th of each year. Use additional sheets if necessary.

 

 

       
Signature   Date  
       
       
       
Print Name      

 

22

 

Periodic Holdings Reporting Form: Reportable Securities

 

Security Name Ticker or CUSIP (As Applicable) Type
(Common Stock, Bond, etc.)
Number of Shares or Principal Amount (As Applicable)
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       

 

I certify that this form fully discloses all Reportable Security holdings in which I have a Beneficial Interest. I understand that I am presumed to have a Beneficial Interest in Securities holdings of immediate family members living in the same household.

 

Deliver to the CCO within 10 days of becoming associated with BennBridge, and by February 14th of each year. Use additional sheets if necessary.

 

 

       
Signature   Date  
       
       
       

 

Print Name

 

23

 

Exempt Accounts Certification

 

To Chief Compliance Officer,

 

In accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Rule”), I am considered to be an “access person” of BennBridge Capital Management, LLC (“BennBridge”) and subject to the Rule’s terms and conditions. The Rule requires periodic reporting of my personal securities transactions and holdings to be made to BennBridge. However, as specified in the Rule, I am not required to submit any report with respect to securities held in accounts over which I have “no direct or indirect influence or control.”

 

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 Name Relationship to Manager
(
independent professional, friend,
relative, etc.)
     
     
     
     

 

By signing below, I acknowledge and certify that:

 

·I have no direct or indirect influence or control over the Accounts;

 

·If my control over the Accounts should change in any way, I will immediately notify you in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule; and

 

·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 BennBridge’s Chief Compliance Officer.

 

Access persons completing this certification on an annual basis, also acknowledge and certify the following:

 

·I did not direct or suggest any purchases or sales of specific securities for the Accounts during the period Month_____ YEAR _____ to Month_____ YEAR ____;

 

·Any discussions with the Manager about my Accounts related to general guidelines involving my investment objectives, risk tolerance and investment timeline.

 

Signature:    
     
Name:    
     
Date:    

 

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Insider Trading

 

 

Background

 

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of Material Nonpublic Information by such investment adviser or any associated person. In the past, the Federal Securities Laws have been interpreted to prohibit the following activities:

 

·Trading by an insider while in possession of Material Nonpublic Information;

 

·Trading by a non-insider while in possession of Material Nonpublic Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential;

 

·Trading by a non-insider who obtained Material Nonpublic Information through unlawful means such as computer hacking; and

 

·Communicating Material Nonpublic Information to others in breach of a fiduciary duty.

 

What Information is Material?

 

Many types of information may be considered material, including, without limitation, advance knowledge of:

 

·Dividend or earnings announcements;

 

·Expansion or curtailment of company or major division operations;

 

·Merger, joint venture announcements;

 

·New product/service announcements;

 

·Discovery or research developments;

 

·Criminal, civil and government investigations and indictments;

 

·Bankruptcy or insolvency;

 

·Tender offers and stock repurchase plans; and

 

·Recapitalization plans.

 

Information provided by a company could be material because of its expected effect on a particular class of securities, all of a company’s securities, the securities of another company, or the securities of several companies. The prohibition against misusing Material Nonpublic Information applies to a wide range of financial instruments including, but not limited to, equities, bonds, warrants, options, futures, forwards, swaps, commercial paper, government-issued securities, and certain types of virtual currency or cryptocurrency coins or tokens that were created in connection with an initial coin offering or ICO.

 

Employees should consult with the CCO if there is any question as to whether nonpublic information is material.

 

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What Information is Nonpublic?

 

Once information has been effectively distributed to the investing public, it is no longer nonpublic. However, the distribution of Material Nonpublic Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. The confirmation by an insider of unconfirmed rumors, even if the information in question was reported as rumors in a public form, may be nonpublic information. Examples of the ways in which nonpublic information might be transmitted include, but are not limited to:

 

·In person;

 

·In writing;

 

·By telephone;

 

·During a presentation;

 

·By email, instant messaging, Bloomberg messaging, or text messaging; and

 

·On a social networking site such as Facebook, LinkedIn or Twitter.

 

Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Nonpublic Information. Employees should consult with the CCO if there is any question as to whether material information is nonpublic.

 

Penalties for Trading on Material Nonpublic Information

 

Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits and jail sentences.

 

Risks

 

In developing these policies and procedures, BennBridge considered the material risks associated with insider trading. This analysis includes risks such as:

 

·Employees place trades in personal and/or Client accounts based on Material Nonpublic Information;

 

·Employees pass Material Nonpublic Information on to others;

 

·Employees are not aware of what constitutes Material Nonpublic Information;

 

BennBridge has established the following guidelines to mitigate these risks.

 

Policies and Procedures

 

Employees are strictly forbidden from engaging in Insider Trading, either personally or on behalf of BennBridge’s Clients. BennBridge’s Insider Trading Policies and Procedures apply to all Employees, as well as any transactions in any securities by family members, trusts, or corporations, directly or indirectly controlled by such persons. The policy also applies to transactions by corporations in which the Employee is an officer, director, or 10% or greater stockholder, as well as transactions by partnerships of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

 

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Procedures for Recipients of Material Nonpublic Information

 

If an Employee has questions as to whether they are in possession of Material Nonpublic Information, they should inform the CCO as soon as possible. The CCO will conduct research to determine if the information is likely to be considered material, and whether the information has been publicly disseminated.

 

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, an Employee:

 

·Must immediately report the potential receipt of Material Nonpublic Information to the CCO;

 

·Must not trade the securities of any company about which they may possess Material Nonpublic Information, or derivatives related to the issuer in question;

 

·Must not discuss any potentially Material Nonpublic Information with colleagues, except as specifically required by their position; and

 

·Must not conduct research, trading, or other investment activities regarding a security for which they may have Material Nonpublic Information until the CCO dictates an appropriate course of action.

 

If the CCO determines that the information is material and nonpublic, the CCO will prepare a written memorandum describing the information, its source, and the date that the information was received. The CCO may also maintain a list of these restricted securities (the “Restricted List”). BennBridge and its Employees will not place any trades in securities for which it has Material Nonpublic Information. Depending on the relevant facts and circumstances, the CCO may also take some or all of the following steps:

 

·Review BennBridge’s Insider Trading policies and procedures with the affected Employee(s);

 

·Initially ask the affected Employee(s) to execute written agreements that they will not disclose the potentially Material Nonpublic Information to others, including colleagues;

 

·Require the affected Employee(s) to institute enhanced information security practices;

 

·Review BennBridge’s Insider Trading policies and procedures with all Employees;

 

·Remind the other Employees that they should take reasonable steps to avoid inadvertent receipt of the information;

 

·Forbid other Employees from seeking to obtain the information; and

 

·Conduct key word searches of Employees’ emails for the information in question.

 

Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the memorandum noted above as well as the Restricted List, as applicable to indicate the date that trading was allowed to resume and the reason for the resumption.

 

Selective Disclosure

 

Non-public information about BennBridge’s investment strategies, trading, and Client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Employees must never disclose proposed or pending

 

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trades or other sensitive information to any third party without the prior approval of the CCO. Federal Securities Laws may prohibit the dissemination of such information (as for instance the case with the RIC Clients), and doing so may be considered a violation of the fiduciary duty that BennBridge owes to its Clients.

 

Conducting Research

 

BennBridge’s portfolio management process is partially informed by external research obtained from third parties. BennBridge’s research process is focused on developing an in-depth understanding of companies, industries, relevant sectors, and market conditions. In carrying out its research, BennBridge does not seek to obtain Material Nonpublic Information and has adopted specific policies to ensure compliance with this objective and to mitigate and avoid the inadvertent receipt of Material Nonpublic Information.

 

Obtaining Research from other Third-Party Research Providers

 

Employees must obtain the prior written consent of the CCO prior to obtaining any research from a new third-party research provider. The CCO will perform appropriate due diligence of such third-party research providers to ensure such providers have adopted appropriate procedures to prevent the misuse of Material Nonpublic Information. When appropriate, BennBridge may require that the provider enter into a written agreement with BennBridge that includes representations relating to the misuse of Material Nonpublic Information. In addition, on at least an annual basis, BennBridge will take steps to verify that the relevant research provider continues to follow procedures to prevent the misuse of Material Nonpublic Information.

 

Communications with Public Company Insiders

 

Employees that wish to communicate with public company insiders must:

 

·Only communicate with corporate executives and/or representatives of a company’s investor relations department. Any communications with other company insiders must be pre-approved by the CCO.

 

·Schedule or coordinate all initial communications with corporate executives with a representative of a company’s investor relations department or a broker-dealer. Once an initial communication that was scheduled or coordinated by a representative of a company’s investor relations department has taken place, subsequent communications may take place without the involvement of the company’s investor relations department in a manner permitted by that company’s policies and procedures. Communications with corporate executives that are initiated through other channels must be pre-approved by the CCO.

 

·Ensure that all in-person meetings or telephone calls with company insiders (whether pre-scheduled or not) are documented in a centralized log, calendar or other system to which the CCO has access. At a minimum, such documentation must record:

 

oThe name of the company;

 

oThe date and nature of the meeting or call;

 

oThe names of the Employees that participated in the meeting or call;

 

oThe names and titles of the company insiders that participated in the meeting or call; and

 

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oA brief description of the matters discussed with sufficient detail to enable the CCO to make a determination as to whether Material Nonpublic Information was disclosed in the communication.

 

The CCO reserves the right to chaperone such meetings or calls with company insiders at their discretion.

 

These procedures do not apply to:

 

·Communications of a personal nature between an Employee and a company insider with whom the Employee has a pre-existing personal relationship; or

 

·Communications that take place in a public forum or quasi-public forum; for example, on an earnings call or during a conference discussion at which attendance is not limited or exclusive.

 

Rumors

 

Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to BennBridge’s Code of Ethics, as well as the Company’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.

 

This policy is not intended to discourage or prohibit appropriate communications between Employees of BennBridge and other market participants and trading counterparties. Employees should consult with the CCO regarding questions about the appropriateness of any communications.

 

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Gifts and Entertainment

 

 

Background

 

Employees may generally give and receive gifts and entertainment, so long as such gifts and entertainment are not lavish or excessive, and do not give the appearance of being designed to improperly influence the recipient.

 

Risks

 

In developing these policies and procedures, BennBridge considered the risk that Employees would be improperly influenced by excessive gifts or entertainment. BennBridge also considered the risk that Employees would try to use gifts or entertainment to exert improper influence on another individual or entity. BennBridge established the following guidelines to mitigate these risks.

 

Policies and Procedures

 

Guiding Principles

 

BennBridge holds its Employees to high ethical standards and strictly prohibits any giving or receipt of things of value that are designed to improperly influence the recipient. Anti-bribery and anti-corruption statutes in the U.S. and the U.K. are broadly written, so Employees should consult with the CCO if there is even an appearance of impropriety associated with the giving or receipt of anything of value.

 

Specific Policies and Procedures

 

Employees’ Receipt of Entertainment – Employees may attend business meals, sporting events and other entertainment events at the expense of a giver, provided that the entertainment is not lavish or extravagant in nature. If the estimated cost or value of the Employee’s portion of the entertainment is greater than $10, or the Employee has received entertainment twice or more in a month, then the Employee must report his/her attendance to the CCO by completing the attached Gifts and Entertainment Report.

 

Employees’ Receipt of Gifts – Employees must report their acceptance of gifts over $10 (either one single gift, or in aggregate on an annual basis) to the CCO by completing the attached Gifts and Entertainment Report.

 

BennBridge expects that it will bear the costs of Employee travel and lodging associated with conferences, research trips, and other business-related travel. If these costs are borne by a person or entity other than BennBridge they should be treated as a gift to the Employee for purposes of this policy.

 

Gifts such as holiday baskets or lunches delivered to BennBridge’s offices, which are received on behalf of the Company, do not require reporting. Promotional items valued at less than $100 that clearly display the giver’s company logo also need not be reported. Examples of promotional gifts include mugs, hats and umbrellas.

 

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BennBridge’s Gift and Entertainment Giving Policy – BennBridge and its Employees are prohibited from giving gifts or entertainment that may appear lavish or excessive, and must obtain approval to give gifts or entertainment in excess of $200 to any Client, Investor, prospect, or individual or entity that BennBridge does, or is seeking to do, business with. Employees should seek approval by completing the attached Gifts and Entertainment Report.

 

Employees must consult with the CCO if there is any question as to whether gifts or entertainment need to be pre-cleared and/or reported in connection with this policy.

 

Gifts and Entertainment Given to ERISA Plan Fiduciaries – BennBridge is prohibited from giving gifts or entertainment with an aggregate value exceeding $250 per year to any ERISA plan fiduciary. Consequently, Employees must obtain approval before giving any gifts or entertainment to ERISA plan fiduciaries from the CCO by completing the attached Gifts and Entertainment Report.

 

Gifts and Entertainment Given to State and Local Pension Officials – BennBridge must be mindful that myriad state and municipal regulations exist around the exchange of gifts and entertainment with such officials. Accordingly, Employees must consult with the CCO before providing any gifts or entertainment in connection with the solicitation of state and municipal pension, and similar plans.

 

All Associated Persons must comply with these policies with regards to BennBridge Clients, prospective Bennbridge Clients and services involving BennBridge and its Clients.

 

Internal Controls

 

Gifts and Entertainment Tracking – The CCO will track Employees’ provision and receipt of gifts and entertainment. The CCO will also monitor any gifts and entertainment given or received by Associated Persons.

 

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Gifts and Entertainment Report

 

I am (requesting / reporting) the (giving / receipt) of (a gift / entertainment). (circle as applicable) Describe the gift or entertainment:

 

 

Approximate cost or value (whichever is higher): ______________________

 

Third-party giver or recipient: ___________________________________________________________________________________

 

Describe any known relationship between the third-party giver or recipient and any public issuer or government entity:

 

 

Describe the relationship between the third party and yourself and/or BennBridge.

 

 

If known, describe the reason that the gift or entertainment was given or received:

 

 

List any other gifts or entertainment given by, or received from, the third party within the past 12 months, along with their approximate cost or value.

 

 

 

 

 

Is recipient a union official or otherwise associated with a Taft-Hartley Fund? Yes No

 

Is recipient an ERISA plan fiduciary? Yes No

 

Is recipient an officer, employee, or other “instrumentality” of a foreign government? Yes No

 

Is the recipient a state or local pension official? Yes No

 

       
Signature   Date  
       
       

 

Print Name

 

         
  Approved / Disapproved (circle as applicable) by:
   
         
  Signature   Date  
         
         
  Print Name      
         

 

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Political Contributions

 

 

Background

 

Individuals may have important personal reasons for seeking public office, supporting candidates for public office, or making charitable contributions. However, such activities could pose risks to an investment adviser. For example, federal and state “pay-to-play” laws have the potential to significantly limit an adviser’s ability to manage assets and provide other services to government-related clients or investors.

 

Rule 206(4)-5 (the “Pay-to-Play Rule”) limits political contributions to state and local government officials, candidates, and political parties by:

 

·Registered investment advisers;

 

·Advisers that would be required to register with the SEC but for the “foreign private advisor” exemption provided by Section 203(b)(3) of the Advisers Act, or that are exempt reporting advisers;

 

·Firms that solicit clients or investors on behalf of the types of advisers described above; and

 

·“Covered associates” (as defined below) of the entities listed above.

 

The Pay-to-Play Rule defines “contributions” broadly to include gifts, loans, the payment of debts, and the provision of any other thing of value. The SEC’s enforcement staff has interpreted contributions to include substantive donations of an adviser’s communications networks and other resources. Rule 206(4)-5 also includes a provision that prohibits any indirect action that would be prohibited if the same action was done directly.

 

Restrictions on the Receipt of Advisory Fees

 

The Pay-to-Play Rule prohibits the receipt of compensation from a government entity for advisory services for two years following a contribution to any official of that “government entity”.1 This prohibition also applies to “covered associates” of the adviser.

 

A “covered associate” of an adviser is defined to include:

 

·Any general partner, managing member or executive officer, or other individual with a similar status or function;

 

·Any employee that solicits a government entity for the adviser, as well as any direct or indirect supervisor of that employee; and

 

·Any political action committee controlled by the adviser or by any person that meets the definition of a “covered associate.”

_______________________

 

1        A government entity means any state or political subdivision of a state, including (i) any agency, authority, or instrumentality of the state or political subdivision, (ii) a pool of assets sponsored or established by the state or a political subdivision, agency, authority, or instrumentality thereof, (iii) a plan or program of a government entity; and (iv) officers, agents, or employees of the state or political subdivision, agency, authority, or instrumentality thereof, acting in their official capacity.

 

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However, there is an exception available for contributions from natural persons of $150 per election, or $350 per election if the contributor is eligible to vote in the election. An exception is also available for otherwise prohibited contributions that are returned, so long as the contribution in question is less than $350, is discovered within four months of being given, and is returned within 60 days of being discovered. The exception for returned contributions is available no more than twice per calendar year for advisers with 50 or fewer employees; advisers with more than 50 employees can rely on this exception three times per calendar year. However, an adviser cannot rely on the exception for returned contributions more than once for any particular employee, irrespective of the amount of time that passes between returned contributions.

 

The restrictions on contributions and payments imposed by Rule 206(4)-5 can apply to the activities of individuals for the two years before they became covered associates of an investment adviser. However, for covered associates who are not involved in soliciting clients or investors, the look-back period is six months instead of two years.

 

Restrictions on Payments for the Solicitation of Clients or Investors

 

The Pay-to-Play Rule prohibits the compensation of any person to solicit a government entity unless the solicitor is an officer or employee of the adviser, or unless the recipient of the compensation (i.e., solicitation fee) is another registered investment adviser or a registered broker/dealer.

 

However, a registered investment adviser will be ineligible to receive compensation for soliciting government entities if the adviser or its covered associates made, coordinated, or solicited contributions or payments to the government entity during the prior two years.2

 

Restrictions on the Coordination or Solicitation of Contributions

 

The Pay-to-Play Rule prohibits an adviser and its covered associates from coordinating or soliciting any contribution or payment to an official of the government entity, or a related local or state political party where the adviser is providing or seeking to provide investment advisory services to the government entity.

 

Recordkeeping Obligations

 

The Advisers Act imposes recordkeeping requirements on registered investment advisers that have any clients or investors in Private Fund that fall within Rule 206(4)-5’s definition of a “government entity.” Among other things, advisers with “government entity” clients or investors must keep records showing political contributions by “covered associates” and a listing of all “government entity” clients and investors.

 

Guidance Regarding Bona-Fide Charitable Contributions

 

Charitable donations to legitimate not-for-profit organizations, even at the request of an official of a government entity, do not implicate Rule 206(4)-5.

________________________

 

2 FINRA adopted, and the SEC approved, FINRA Rules 2030 (Engaging in Distribution and Solicitation Activities with Government Entities) and 4580 (Books and Records Requirements for Government Distribution and Solicitation Activities) to establish “pay-to-play” rules and related rules regulating the activities of member firms that engage in distribution or solicitation activities for compensation with government entities on behalf of investment advisers, which became effective August 20, 2017.

 

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Applicability of Rule 206(4)-5 to Different Types of Advisory Products and Services Being Offered

 

The Pay-to-Play Rule applies equally to:

 

·Advisers that provide advisory services to a government entity (including, among other things, through the management of a separate account or through an investment in a pooled private fund); and

 

·Advisers that manage a registered investment company (such as a mutual fund) that is an investment option of a plan or program of a government entity.

 

Risks

 

In developing these policies and procedures, BennBridge considered the material risks associated with Employees’ political contributions. This analysis includes risks such as:

 

·Employees make political contributions that limit BennBridge’s ability to attract or retain government-related Clients or Investor;

 

·BennBridge hires or promotes an individual into a role that meets the definition of a “covered associate” without considering the individual’s past political contributions;

 

·BennBridge inadvertently violates “pay-to-play” regulations, or other applicable laws, because it is unaware of Employees’ political contributions, or of any solicitation or coordination of political contributions by others;

 

·BennBridge obtains referrals for government entity Clients or Investor from individuals or entities that are not eligible “regulated persons,” or that have made disqualifying contributions; and

 

·Past political contributions by new Employees limit BennBridge’s ability to market in certain state or local jurisdictions.

 

Policies and Procedures

 

Political contributions by BennBridge or Employees to politically connected individuals or entities with the intention of influencing such individuals or entities for business purposes are strictly prohibited.

 

If an Employee or any affiliated entity is considering making a political contribution to any state or local government entity, official, candidate, political party, or political action committee, the potential contributor must seek pre-clearance from the CCO using the attached Political Contribution Pre-clearance form. Employees should be aware that political contributions that may require pre-clearance include cash donations, as well as substantive donations of BennBridge’s resources, such as the use of conference rooms or communication systems. If pre-clearance is granted, it is valid for seven days before and after the intended contribution date. Any contributions outside of this date range require re-approval. The CCO will consider whether the proposed contribution is consistent with restrictions imposed by Rule 206(4)-5, and to the extent practicable, the CCO will seek to protect the confidentiality of all information regarding each proposed contribution.

 

The CCO will meet with any individuals who are expected to become “covered associates” to discuss their past political contributions. The review will address the prior six months for potential

 

35

 

covered associates who will have no involvement in the solicitation of Clients or Investor; contributions for all other potential covered associates will be reviewed for the past two years.

 

Employees may make contributions to national political candidates, parties, or action committees without seeking pre-clearance as long as the recipient is not otherwise associated with a state or local political office.

 

All Associated Persons must comply with this Political Contributions policy.

 

Any political contribution by BennBridge, rather than its Employees, must be pre-cleared by the CCO irrespective of the proposed amount or recipient of the contribution. The CCO will maintain a chronological list of contributions in accordance with the requirements of the Pay-to-Play Rule, as well as a list of all Clients and Investors that meet the definition of a “government entity” for purposes of Rule 206(4)-5.

 

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Political Contribution Pre-clearance Form

 

All contributions and payments must comply with applicable federal, state and local laws, rules and regulations.

 

Employee’s Name: ______________________________________ Title: _____________________________________

 

Name of person or entity making the contribution (if other than Employee): ____________________________________

 

Recipient’s Name: ______________________________________ Title: ______________________________________

 

List the office or position for which the recipient is running: __________________________________________

 

If the recipient currently holds a government office or position, list that office or position:

____________________________________

 

Proposed contribution amount (US dollar value): ____________________________________

 

If previous contributions have been made to the same candidate in the same election, list the aggregate amount of all previous contributions: ____________________________________

 

Are you eligible to vote for the candidate? Yes No

 

Intended Date of Contribution: __________________________

 

Note: Pre-clearance will be valid for seven days before and after the intended date.

 

By signing below, I am attesting to the fact that I have not and will not, solicit contributions from others, or coordinate contributions to elected officials, current candidates, or political parties where BennBridge is providing or seeking government business.

 

Signature: _________________________________________

 

         
  Approved / Disapproved (circle as applicable) by:
   
         
  Signature   Date  
         
         
  Print Name      
         

 

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Complaints

 

 

Background

 

From time-to-time, despite its greatest efforts, BennBridge may receive complaints from Clients or Investor regarding BennBridge’s investment advisory services or related matters. BennBridge will strive to respond promptly and appropriately to all such complaints and will consider whether corrective actions should be taken in order to prevent additional problems.

 

Risks

 

In developing these policies and procedures, BennBridge considered the material risks associated with its response to Client and Investor complaints. This analysis includes risks such as:

 

·Complaints are not reported;

 

·Oral complaints are not addressed with the same level of diligence as written complaints;

 

·Complaints concerning RIC Clients are not reported to the RIC Client;

 

·Complaints are not addressed appropriately or in a timely manner; and

 

·BennBridge does not document Client or Investor complaints, or its response to such complaints.

 

BennBridge has established the following guidelines to mitigate these risks.

 

Policies and Procedures

 

Any statement transmitted orally, in a letter, by fax, by email, or otherwise, that alleges specific inappropriate conduct by BennBridge is a complaint. While observations about market conditions or an account’s performance may not be complaints, Employees should consult with the CCO if there is any question as to whether a communication is a complaint.

 

All Employees must promptly report any complaints to the CCO. Failure to report a complaint will be cause for corrective action, up to and including dismissal. Employees receiving an oral complaint should document the complaint and should submit the completed written documentation when reporting the complaint.

 

Complaints regarding the RIC Clients must be reported to the Primary Adviser and the RIC Client’s fund distributor.

 

The CCO will investigate and respond to all Client and Investor complaints in a timely manner, will describe all complaints using the attached Complaint Log, and will retain copies of all documentation associated with each complaint in a Complaint File. The CCO may consult with Outside Counsel regarding the appropriate resolution of a complaint. Any offers of settlement, or actual settlements, may only be made with the written approval of the CCO.

 

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Complaint Log

 

Client/Investor Date Complaint Received Oral or Written Complaint Nature of Complaint Employee(s) Involved Potential $ Exposure Third Parties Contacted
by Client/Investor (if
known)
Course of Action for
Follow-
Up/Resolution
               
               
               
               
               
               
               
               

 

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Outside Business Activities

 

 

Background

 

Employees may, under certain circumstances, be granted permission to engage in outside business activities with public or private corporations, partnerships, not-for-profit institutions, and other entities. Employees may also be granted permission to participate in investment clubs. However, such activities can expose the participant to potentially Material Nonpublic Information and can create conflicts of interest.

 

Employees may be subject to compliance risks or conflicts of interest in connection with information or relationships associated with prior employment with other companies.

 

Risks

 

In developing these policies and procedures, BennBridge considered the risks posed by service with outside organizations and investment clubs, including potential conflicts of interest and access to Material Nonpublic Information. BennBridge also considered the risks posed by Employees’ past business relationships. BennBridge has established the following guidelines to mitigate these risks.

 

Policies and Procedures

 

Outside Business Activities

 

Employees are prohibited from engaging in outside business activities, serving on boards of directors, making investment decisions on behalf of non-Clients other than as reported pursuant to the Personal Securities Transactions policies and procedures, and participating in investment clubs without the prior written approval of the CCO. Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues. Employees may use the attached Request for Approval of Outside Business Activities form to seek approval for the activities. The CCO will track Employees’ participation in such activities.

 

No Employee may utilize property of BennBridge, or utilize the services of BennBridge or its Employees, for his or her personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

 

An Employee may not participate in any business opportunity that comes to his or her attention as a result of his or her association with BennBridge and in which he or she knows that BennBridge might be expected to participate or have an interest, without:

 

·Disclosing in writing all necessary facts to the CCO;

 

·Offering the particular opportunity to BennBridge; and

 

·Obtaining written authorization to participate from the CCO.

 

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Any personal or family interest in any of BennBridge’s business activities or transactions must be immediately disclosed to the CCO. For example, if a transaction by BennBridge may benefit that Employee or a family member, either directly or indirectly, then the Employee must immediately disclose this possibility to the CCO.

 

No Employee may borrow from or become indebted to any person, business or company having business dealings or a relationship with BennBridge, except with respect to customary personal loans (such as home mortgage loans, automobile loans, and lines of credit), unless the arrangement is disclosed in writing and receives prior approval from the CCO. No Employee may use BennBridge’s name, position in a particular market, or goodwill to receive any benefit on loan transactions without the prior express written consent of the CCO.

 

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Request for Approval of Outside Business Activities

 

Name and address of organization or group:

 

 

 

 

Organization’s or group’s primary business purpose:

 

 

 

 

Is the organization a publicly traded company?______________ If yes, list the stock symbol: ______________

 

Describe your anticipated role with the organization or group:

 

 

 

Describe any compensation you will receive:

 

 

 

Describe any known relationships between BennBridge and the organization in question, or any conflict(s) of interest you perceive regarding the outside business activity:

 

 

 

List any Employees of BennBridge who you know to be involved with the organization or group:

 

 

 

If approval is granted, I agree to:

 

·Notify the CCO of any change in the above information;

 

·Seek approval to retain my position if a private organization offers securities to the public or if a not-for-profit organization ceases to maintain its not-for-profit status;

 

·Adhere to the Insider Trading policies and procedures of BennBridge and the organization or group, and not transfer any Non-public information between BennBridge and the organization or group; and

 

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·Avoid involvement in any arrangement between BennBridge and the entity and recuse myself of voting on such matters.

 

       
Signature   Date  
       
       
Print Name      

 

         
  Approved / Disapproved (circle as applicable) by:
   
         
  Signature   Date  
         
         
  Print Name      
         

 

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Duty to Supervise

 

 

Background

 

Pursuant to Section 203(e) of the Advisers Act, if an investment adviser fails to reasonably supervise an employee or any other person subject to the adviser’s supervision, and that person violates the Federal Securities Laws, then the SEC may censure, limit the activities of, or revoke the registration of the investment adviser. However, Section 203(e)(6) states that an investment adviser will not be deemed to have failed to reasonably supervise any person if the adviser:

 

·Established procedures, and a system for applying such procedures, that would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person; and

 

·Reasonably discharged the duties and obligations incumbent upon it by reason of such procedures and system without reasonable cause to believe that such procedures and system were not being complied with.

 

Risks

 

In developing these policies and procedures, BennBridge considered numerous risks associated with its duty to supervise. This analysis includes risks such as:

 

·Employees engage in activities that violate the Federal Securities Laws;

 

·Employees engage in activities that violate BennBridge’s internal policies and procedures;

 

·Employees’ activities are not adequately monitored;

 

·BennBridge does not periodically evaluate the adequacy of its internal controls, policies, and procedures; and

 

·Violations of BennBridge’s internal controls or the Federal Securities Laws are not documented or properly resolved.

 

BennBridge has established the following guidelines to mitigate these risks.

 

Policies and Procedures

 

Compliance with the policies and procedures contained in this Manual assists BennBridge’s management in fulfilling its supervisory obligations. The policies and procedures included in this Manual are intended to prevent and detect violations of applicable laws, rules and regulations by Employees. Employees who are unfamiliar with any activities, or who require assistance carrying out their duties, are expected to consult with an appropriate supervisor. All Employees must comply with the letter, and the spirit, of this Manual, which includes the Code of Ethics. Additionally, because certain employees of the PAR Entity are deemed to be Associated Persons, they will comply with the applicable sections of this Manual to assist BennBridge with its supervisory duties.

 

Employees are expected to use good judgment, and to report any suspected violations of BennBridge’s policies or the Federal Securities Laws to the CCO.

 

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EXHIBIT 99p7

 

Code of Ethics for Fund Access Persons
April 1, 2021

 

 

Code of Ethics for Fund Access Persons
Effective Date: April 1, 2021
 
Applies to the following types of Funds registered under the 1940 Act:
x  Open-End Mutual Funds (excluding money-market funds)
x  Money Market Funds
x  ETFs
x  Closed-End Funds
x  Other (Business Development Companies)

 

Objective and Scope

 

The purpose of this Code of Ethics (the “Code”) is to prevent Access Persons (as defined below) of BlackRock open- and closed-end funds and exchange traded funds, BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., and BlackRock Direct Lending Corp. (each a “Fund” and collectively, the “Funds”) from engaging in any act, practice or course of business prohibited by paragraph (b) of Rule 17j-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”). This Code is required by paragraph (c) of the Rule. A copy of the Rule is attached to this Code as Appendix A.

 

Executive Summary

 

Access Persons (as defined below) of the Funds, in conducting their personal securities transactions, owe a fiduciary duty to the Funds. The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions. All personal securities transactions by Access Persons must be conducted in such a manner as to avoid any actual or potential conflict of interest between the Access Person’s interest and the interests of the Funds, or any abuse of an Access Person’s position of trust and responsibility.

 

Policy / Document Requirements and Statements

 

1. Introduction

 

Potential conflicts arising from personal investment activities could include buying or selling securities based on knowledge of a Fund’s trading position or plans (sometimes referred to as front-running), and acceptance of personal favors that could influence trading judgments on behalf of the Fund. While this Code is designed to address identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations and, in this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

 

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2. Confidential Information

 

In order to understand how this Code applies to particular persons and transactions, familiarity with the key terms and concepts used in this Code is necessary. Those key terms and concepts are:

 

  2.1. “Access Person” with respect to a Fund means any Advisory Person of the Fund, BlackRock or a Subadviser. Those persons who may be considered Access Persons of the Funds include those listed on attached Appendix B to this Code and will be updated from time to time.
     
  2.2. “Advisory Person” means: (a) any director or advisory board1 member, officer, general partner or employee of a Fund, BlackRock or a Subadviser or of any company in a control relationship to the Fund, BlackRock or a Subadviser, 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 by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to the Fund, BlackRock or a Subadviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
     
  2.3. “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.
     
  2.4. “Beneficial ownership” has the meaning set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a copy of which is included as Appendix C. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires.
     
  2.5. “BRIL” means BlackRock Investments, LLC, each open-end Fund’s principal underwriter and the principal underwriter of certain closed-end Funds.
     
  2.6. “BlackRock” means persons controlling, controlled by or under common control with BlackRock, Inc. that act as investment adviser or subadviser to the Funds.
     
  2.7. “Board” means, collectively, the boards of directors or trustees of the Funds.
     
  2.8. “PTP” means the Personal Trading Policy adopted by BlackRock and BRIL and approved by the Board.
     
  2.9. “control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.
     
  2.10. “Covered Security” has the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: direct obligations of the U.S. Government; bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies. A high-quality short-term debt instrument is one with 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.
     
  2.11. “Independent Director” means a director or trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. All provisions of this Code applicable to Independent Directors will also be applicable to advisory board members.
 
1 As defined in Section 2(a)(1) of the 1940 Act.

 

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  2.12. “Investment Personnel” of a Fund, BlackRock or a Subadviser means: (a) any employee of the Fund, BlackRock, or a Subadviser (or of any company in a control relationship to the Fund, BlackRock, or a Subadviser) 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 Fund and (b) any natural person who controls the Fund, BlackRock, or a Subadviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
     
  2.13. “IPO” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”) the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
     
  2.14. “Limited Offering” means an offering exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or 4(a)(5) or Rule 504, 505, or 506 under the 1933 Act.
     
  2.15. “Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.
     
  2.16. “Subadviser” means any investment adviser to a Fund that does not control, is not controlled by, and is not under common control with, BlackRock and to whom BlackRock delegates certain investment management responsibilities.
     
3. Restrictions Applicable to Directors, Officers and Employees of BlackRock and BRIL
   
  3.1. All Access Persons of BlackRock’s investment advisory companies and BRIL shall be subject to the restrictions, limitations and reporting responsibilities set forth in the PTP, as if fully set forth herein.
     
  3.2. Persons subject to this Section 3 shall not be subject to the restrictions, limitations and reporting responsibilities set forth in Sections 4 and 5 below. In particular, an Access Person of BlackRock’s investment advisory companies need not make a separate report under this Code to the extent the information would duplicate information required to be recorded under Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended.
     
  3.3. Any Access Person of a Subadviser shall not be subject to this Code, so long as such Access Person is subject to a code of ethics duly adopted by the Subadviser relating to personal securities transactions by such Access Person, provided that such code of ethics complies with the requirements of the Rule and has been approved by the Board.
     
4. Pre-Approval of Investments in Initial Public Offerings or Limited Offerings

 

With respect to purchases of securities (including, but not limited to, any Covered Security) issued in an IPO or a Limited Offering, all Access Persons of BlackRock’s investment advisory companies are subject to the restrictions, limitations, and reporting responsibilities set forth in the PTP and in addition, with respect to Limited Offerings, the Global Employee Private Investment Policy.

 

No Investment Personnel shall purchase any security (including, but not limited to, any Covered Security) issued in an IPO or a Limited Offering unless permitted by Legal & Compliance in advance. The Chief Compliance Officer (“CCO”) of the Funds shall maintain a written record of any decisions to permit these transactions, along with the reasons supporting the decision.

 

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5. Reporting
   
  5.1. Initial Holdings Reports
     

No later than ten days after a person becomes an Access Person, he or she must report to Legal & Compliance the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

 

  a. the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
  b. 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 the Access Person as of the date the person became an Access Person; and
  c. the date that the report is submitted by the Access Person.
     
  5.2. Quarterly Reporting
     
  5.2.1 Every Access Person shall either report to Legal & Compliance the information described in paragraphs 5.2.2 and 5.2.3 below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership or, in the alternative, make the representation in Section 5.2.4 below.
     
  5.2.2 Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:
     
  a. the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of units, and the principal amount of each Covered Security involved;
  b. the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
  c. the price at which the transaction was effected;
  d. the name of the broker, dealer, or bank with or through whom the transaction was effected;
  e. the date that the report is submitted by the Access Person; and
  f. a description of any factors potentially relevant to an analysis of whether the Access Person may have a conflict of interest with respect to the transaction, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by a Fund.
     
  5.2.3 Upon establishing any account in which any securities are held for the direct or indirect benefit of the Access Person, an Access Person shall provide a report to Legal & Compliance containing the following information:
     
  a. the name of the broker, dealer or bank with whom the Access Person established the account;
  b. the date the account was established; and
  c. the date that the report is submitted by the Access Person.
     
  5.2.4 If no transactions were conducted by an Access Person during a calendar quarter that are subject to the reporting requirements described above, such Access Person shall, not later than 30 days after the end of that calendar quarter, provide a written representation to that effect to the Funds.

 

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  5.3. Annual Reporting
     
  5.3.1 Every Access Person shall report to each Fund the information described in Section 5.3.2 below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security.
     
  5.3.2 Annually, an Access Person shall provide a report to each Fund containing the following information (which information must be current as of a date no more than 45 days before the report is submitted):
     
  a. the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
  b. the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
  c. the date that the report is submitted by the Access Person.
     
  5.4. Exceptions to Reporting Requirements
     
  5.4.1 An Access Person is not required to make a report otherwise required under Sections 5.1, 5.2 and 5.3 above with respect to any transaction effected for any account over which the Access Person does not have any direct or indirect influence or control; provided, however, that if the Access Person is relying upon the provisions of this Section 5.4.1 to avoid making such a report, the Access Person shall, not later than 30 days after the end of each calendar quarter, identify any such account in writing and certify in writing that he or she had no direct or indirect influence over any such account.
     
  5.4.2 An Access Person is not required to make a report otherwise required under Section 5.2 above with respect to transactions effected pursuant to an Automatic Investment Plan.
     
  5.4.3 An Independent Director of a Fund (which for purposes of this Section shall include an advisory board member) who would be required to make a report pursuant to Sections 5.1, 5.2 and 5.3 above, solely by reason of being a board member of the Fund, is not required to make an initial holdings report under Section 5.1 above and an annual report under Section 5.3 above, and is only required to make a quarterly report under Section 5.2 above, with respect to a transaction in a Covered Security, if the Independent Director knew or, in the ordinary course of fulfilling the Independent Director’s official duties as a board member of the Fund, should have known that: (a) the Fund has engaged in a transaction in the same security within the last 15 days of such Independent Director’s transaction in such Covered Security or is engaging or going to engage in a transaction in the same security within the next 15 days of such Independent Director’s transaction in such Covered Security; or (b) the Fund or BlackRock has within the last 15 days of such Independent Director’s transaction in such Covered Security considered a transaction in the same security or is considering a transaction in the same security or within the next 15 days of such Independent Director’s transaction in such Covered Security is going to consider a transaction in the same security.
     
  5.5. Annual Certification
     
  5.5.1 All Access Persons are required to certify that they have read and understand this Code and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code and that they have reported all personal securities transactions required to

 

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    be disclosed or reported pursuant to the requirements of such policies. A copy of the certification form to be used in complying with this Section 5.5.1 is attached to this Code as Appendix D.
     
  5.5.2 Each Fund, BlackRock and BRIL shall prepare an annual report to the Board to be presented to the Board each year and which shall:
     
  a. summarize existing procedures concerning personal investing, including preclearance policies and the monitoring of personal investment activity after preclearance has been granted, and any material changes in the procedures during the past year;
  b. describe any issues arising under this Code or procedures since the last report to the Board including, but not limited to, information about any material violations of this Code or procedures and the sanctions imposed during the past year;
  c. identify any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practice or developments in applicable laws and regulations;
  d. contain such other information, observations and recommendations as deemed relevant by such Fund, BlackRock or BRIL; and
  e. certify that such Fund, BlackRock and BRIL have adopted this Code with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.
     
  5.6. Notification of Reporting Obligation and Review of Reports
     

Each Access Person shall receive a copy of this Code and be notified of his or her reporting obligations. All reports shall be promptly submitted upon completion to the Funds’ CCO who shall review such reports.

 

  5.7. Miscellaneous

 

Any report under this Code may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the securities to which the report relates.

 

6. Recordkeeping Requirements

 

Each Fund shall maintain, at its principal place of business, records in the manner and to the extent set out below, which records shall be available for examination by representatives of the Securities and Exchange Commission (the “SEC”).

 

  6.1. As long as this Code is in effect, a copy of it (and any version thereof that was in effect within the past five years) shall be preserved in an easily accessible place.
     
  6.2. The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place:
     
  a. a record of any violation of this Code, and of any action taken as a result of the violation;
  b. a record of all persons, currently or within the past five years, who are or were required to make reports under Section 5, or who are or were responsible for reviewing these reports; and
  c. a record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities under Section 4.
     
  6.3. The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an easily accessible place:

 

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  a. a copy of each report made by an Access Person pursuant to this Code, including any information required by Section 5.4.1 in lieu of such reports; and
  b. a copy of each annual report submitted by each Fund, BlackRock and BRIL to the Board.
     
7. Confidentiality

 

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Fund) any information regarding securities transactions by a Fund or consideration by a Fund or BlackRock of any such securities transaction.

 

All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the SEC or any other regulatory or self-regulatory organization to the extent required by law or regulation.

 

8. Sanctions

 

Upon discovering a violation of this Code, Legal & Compliance reviews the violation and imposes appropriate sanctions. In addition, the Board may impose any sanctions it deems appropriate, including a letter of censure, the suspension or termination of any officer or employee of a Fund or BlackRock, or the recommendation to the employer of the violator of the suspension or termination of the employment of the violator.

 

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i. DEFINITIONS

 

For purposes of this section:

 

1. Access Person means:
   
  A. Any Advisory Person of a Fund or of a Fund’s investment adviser. If an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

 

1)

 

2)

 

  B. Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.
     
2. Advisory Person of a Fund or of a Fund's investment adviser means:
   
  A. Any director, officer, general partner or employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and
     
  B. Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
     
3. Control has the same meaning as in section 2(a)(9) of the Act.
   
4. Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:
   
  A. Direct obligations of the Government of the United States;
     
  B. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
     
  C. Shares issued by open-end Funds.
     
5. Fund means an investment company registered under the Investment Company Act.

 

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6. An 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.
   
7. Investment Personnel of a Fund or of a Fund's investment adviser means:
   
  A. Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment 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 by the Fund.
     
  B. Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
     
8. A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(a)(2) or section 4(a)(5) or pursuant to rule 504, or rule 506 under the Securities Act of 1933.
   
9. Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.
   
10. Security Held or to be Acquired by a Fund means:
   
  A. Any Covered Security which, within the most recent 15 days:
     
  1) Is or has been held by the Fund; or
     
  2) Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and
     
  B. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (1)(10)(A) of this section.
     
11. 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.
   
ii. UNLAWFUL ACTIONS
   

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:

 

1. To employ any device, scheme or artifice to defraud the Fund;
   
2. 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;
   
3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or
   
4. To engage in any manipulative practice with respect to the Fund.

 

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iii. CODE OF ETHICS
   
1. Adoption and Approval of Code of Ethics.
   
  A. Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (II) of this section.
     
  B. The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (II) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser's, or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.
     
  C. If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph (III)(1)(B) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (III)(1)(B) of this section, if they obtain written consent from the designated principal underwriter or depositor.
     
2. Administration of Code of Ethics.
   
  A. The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.
     
  B. No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:
     
  1) Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, 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, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.
     
3. Exception for Principal Underwriters. The requirements of paragraphs (III)(1) and (III)(2) of this section do not apply to any principal underwriter unless:
   
  A. The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or

 

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  B. An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.
     
iv. REPORTING REQUIREMENTS OF ACCESS PERSONS
   
1. Reports Required.

 

Unless excepted by paragraph (IV)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

 

  A. Initial Holdings Reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):
     
  1) The title, number of shares and principal amount of each Covered 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 maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
     
  3) The date that the report is submitted by the Access Person.
     
  B. Quarterly Transaction Reports.

 

No later than 30 days after the end of a calendar quarter, the following information:

 

  1) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:
     
  1) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
     
  2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
     
  3) The price of the Covered Security at which the transaction was effected;
     
  4) The name of the broker, dealer or bank with or through which the transaction was effected; and
     
  5) The date that the report is submitted by the Access Person.
     
  2) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
     
  1) The name of the broker, dealer or bank with whom the Access Person established the account;
     
  2) The date the account was established; and
     
  3) The date that the report is submitted by the Access Person.

 

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  C. Annual Holdings Reports.

 

Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

 

  1) The title, number of shares and principal amount of each Covered 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 are held for the direct or indirect benefit of the Access Person; and
     
  3) The date that the report is submitted by the Access Person.
     
2. Exceptions from Reporting Requirements.
   
  A. A. A person need not make a report under paragraph (IV)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.
     
  B. B. A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:
     
  1) An initial holdings report under paragraph (IV)(1)(A) of this section and an annual holdings report under paragraph (IV)(1)(C) of this section; and
     
  2) A quarterly transaction report under paragraph (IV)(1)(B) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.
     
  C. An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph (IV)(1) of this section if:
     
  1) The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and
     
  2) The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.
     
  D. An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph (IV)(1) of this section to the extent the information in the report would duplicate information required to be recorded under § 275.204-2(a)(13) of this chapter.
     
  E. An Access Person need not make a quarterly transaction report under paragraph (IV)(1)(B) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (IV)(1)(B), if all of the information required by that paragraph is

 

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    contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.
     
  F. An Access Person need not make a quarterly transaction report under paragraph (IV)(1)(B) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.
     
3. Review of Reports.

 

Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (IV)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

 

4. Notification of Reporting Obligation.

 

Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (IV)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

 

5. Beneficial Ownership.

 

For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Any report required by paragraph (IV) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

 

v. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS

 

Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

 

vi. RECORDKEEPING REQUIREMENTS

 

1. Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (VI), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

 

  A. A copy of each code of ethics for the organization 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;
     
  C. A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph (IV)(2)(E) of this section, must be maintained for at least five

 

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    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 paragraph (IV) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and
     
  E. A copy of each report required by paragraph (III)(2)(B) of this section 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.
     
2. A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (V), for at least five years after the end of the fiscal year in which the approval is granted.

 

The following are “Access Persons” for purposes of the foregoing Code of Ethics:

 

  Each Director/Trustee of the Funds
  Any advisory board member of the Funds
  Each Officer of the Funds
  The Portfolio Managers of the Funds
  All employees of BlackRock, Inc. and its subsidiaries

 

Other than for purposes of determining whether a person is a beneficial owner of more than ten percent of any class of equity securities registered under Section 12 of the Act, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:

 

1. The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.
   
2. The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:
   
  A. Securities held by members of a person's immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also Rule 16a-1(a)(4);
     
  B. A general partner's proportionate interest in the portfolio securities held by a general or limited partnership. The general partner's proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership's most recent financial statements, shall be the greater of:
     
  1) The general partner's share of the partnership's profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership's portfolio securities; or
     
  2) The general partner's share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.
     
  C. 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; provided, however, that no pecuniary interest shall be present where:

 

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  1) The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall performance over a period of one year or more; and
     
  2) Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;
     
  D. A person's right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;
     
  E. A person's interest in securities held by a trust, as specified in Rule 16a-8(b); and
     
  F. A person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
     
3. A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

 

Code of Ethics for the Funds

 

This is to certify that I have read and understand the Code of Ethics of the Funds and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

 

This is to further certify that I have complied with the requirements of such Code of Ethics and that I have reported all personal securities transactions and accounts required to be disclosed or reported pursuant to the requirements of such Code of Ethics.

 

Please sign your name here:  
Please print your name here:  
Please date here:  

 

Please sign two copies of this Certification Form, return one copy to Mr. Charles Park, c/o BlackRock, 40 East 52nd Street, New York, NY 10022, and retain the other copy, together with a copy of the Code of Ethics, for your records.

 

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EXHIBIT 99p8

 

 

 

 

 

 

 

 

 

 

 

Brandywine Global Investment Management, LLC

 

 

 

 

 

 

CODE OF ETHICS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2020

 

TABLE OF CONTENTS

 

I. Introduction 1

 

  A. Individuals Covered by the Code 1
  B. Other Codes of Ethics 1
  C. Standards of Business Conduct 1

 

II. Effecting Personal Securities Transactions 2

 

  A. Prohibited Securities Transactions 2
  B. Holdings Periods 3
  C. Pre-Clearance Requirements 3
  D. Exceptions to Pre-Clearance Requirements 4
  E. Special Rules Governing Transaction in Reportable Funds 6

 

III. Acknowledgement, Disclosure of Accounts and Reporting of Holdings and Transactions 6

 

  A. Acknowledgment of Receipt and Certification 6
  B. Disclosure of Accounts 7
  C. New Disclosable Accounts 7
  D. Holdings and Transaction Reports 7
  E. Exceptions to the Reporting Requirements 8

 

IV. Code Administration and Enforcement 8

 

  A. Duty to Report Code Violations 8
  B. Exceptions to the Code 8
  C. Sanctions 9
  D. Availability of Reports 9

 

V. Definitions 9
 

APPENDICIES

 

Appendix A Personal Securities Transaction Request Form A-1
     
Appendix B IPO Pre-Approval Form B-1
     
Appendix C Private Placement Pre-Approval Form C-1
     
Appendix D BGIM Private Fund Pre-Approval Form D-1
     
Appendix E Acknowledgement of Receipt of Code of Ethics and Certification E-1
     
Appendix F Account Change Form F-1
     
Appendix G Managed Account Certification G-1
 

I. Introduction

 

A. Individuals Covered by the Code.  This Code of Ethics (“Code”)1 applies to all Brandywine Global Investment Management, LLC (“BGIM”) employees, officers and directors; the employees, officers and directors of BGIM’s foreign companies; as well as anyone else specifically designated and notified by the BGIM Chief Compliance Officer (“CCO”).  All persons covered by the Code are referred to herein as “Access Persons”.  Temporary staff, consultants, and interns will be reviewed on a case-by-case basis by the CCO or designee to determine whether or not they will be deemed Access Persons.
   
B. Other Codes of Ethics.  Members of the BGIM board of managers or other individuals who are Access Persons under the Code, but are employed principally by a Franklin Resources, Inc. (“FRI”) affiliated entity are subject to, and monitored through the processes of, the code of ethics applicable to employees of that entity.
   
C. Standards of Business Conduct.  This Code is based on the principle that BGIM owes a fiduciary duty to its clients, and that all Access Persons must therefore avoid activities, interests and relationships that may (i) present a conflict of interest, or the appearance of a conflict of interest, with BGIM’s clients, or (ii) otherwise interfere with BGIM’s ability to make decisions in the best interests of any of its clients.  In particular, Access Persons must at all times comply with the following standards of business conduct:

 

  1. Compliance with Applicable Law.  Access Persons must understand and comply with their obligations under “Federal Securities Laws”.  Each Access Person is responsible to know, understand and follow the laws and regulations that apply to his or her responsibilities on behalf of BGIM.
     
  2. Clients Come First.  Access Persons must scrupulously avoid serving their personal interests ahead of the interests of clients.  For example, an Access Person may not induce or cause a client to take action, or not take action, for the Access Person’s personal benefit at the expense of a client’s best interest.
     
  3. Avoiding Taking Advantage.  Access Persons may not use their knowledge of BGIM’s investment activities or client portfolio holdings to profit from the market effect of such activities or to engage in short-term or other abusive trading in a “Reportable Fund”.  (The list of Reportable Funds is available on the Compliance & Legal intranet site).
     
  4. Avoid Other Inappropriate Relationships or Activities.  Access Persons should avoid relationships or activities that could call into question the Access Person’s ability to exercise independent judgment in the best interests of BGIM’s clients.
     
  5. Investment Opportunities.  Access Persons must offer any appropriate investment opportunities to the Firm’s clients before they may take personal advantage of such opportunities.

 

 

1 Unless defined when used, all capitalized terms used in this Code of Ethics are defined in Section V below.

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  6. Avoid Undue Influence.  Access Persons should not cause or attempt to cause client accounts to purchase, sell, or hold an investment in a manner calculated to create personal benefit to the Access Person.
     
  7. Observe the Spirit of the Code.  Doubtful situations should be resolved in favor of BGIM’s clients.  Technical compliance with the Code will not automatically insulate from scrutiny any personal securities transaction or other course of conduct that might indicate an abuse of these governing principles.

 

II. Effecting Personal Securities Transactions

 

A. Prohibited Securities Transactions.  Access Persons are subject to the following restrictions on their personal trading activity.

 

  1. Inside Information.  Access Persons are prohibited from engaging in any transaction in a “Security” (or an “Equivalent Security”) at a time when the Access Person is in possession of material non-public information (also referred to as “Inside Information”) regarding the Security or the issuer of the Security.  (A copy of the “Inside Information” policy addressing the procedures to follow when a BGIM employee may be in possession of such information can be found in the BGIM Compliance Policies and Procedures Manual (the “Manual”) available on the Compliance intranet site).
     
  2. Knowledge.  Access Persons are prohibited from engaging in any transaction in a Security (or an Equivalent Security) requiring pre-clearance at a time when the Access Person has knowledge that BGIM has a pending order for, or is considering the purchase or sale of, the Security.
     
  3. Pre-Clearance Required.  Access Persons are prohibited from engaging in any “Securities Transaction” without obtaining the appropriate pre-clearance as set forth in this Code (unless the transaction is subject to an exemption from pre-clearance as set forth in this Code).
     
  4. Seven-Day Blackout.  Access Persons are prohibited from engaging in any transaction in a Security (or an Equivalent Security) that requires pre-clearance within the seven calendar days prior to or following a purchase or sale of the same Security (or an Equivalent Security) in a client account.
     
  5. Use of Preferred Brokers.  Any new account in which a Securities Transaction can be effectuated must be opened at a “Preferred Broker”.  Any Access Person who maintains an account at a financial institution other than one of BGIM’s Preferred Brokers is prohibited from engaging in more than 12 Securities Transactions per quarter.  (A list of BGIM’s Preferred Brokers is available on the Compliance intranet site).
     
  6. Commodities and Futures Transactions.  Access Persons effectuating commodities and futures transactions must do so through Interactive Brokers as this Preferred Broker has the ability to provide an automated feed for commodities and futures
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transactions.

 

  7. Franklin Resources, Inc. Stock.  Access Persons are prohibited from engaging in short sale transactions in Franklin Resources, Inc. (NYSE: BEN) securities and securities issued by any closed-end fund sponsored or advised by FRI subsidiaries.  Equivalent Securities transactions, whether in the form of call or put options, swap transactions or other derivative transactions, that would result in an Access Person having a net short exposure to BEN securities (or any closed-end fund sponsored or advised by FRI subsidiaries) are also prohibited.

 

B. Holdings Periods.  Access Persons are subject to the following limitations:

 

  1. Any Reportable Fund sub-advised by Brandywine Global, including open-end and closed-end funds or ETFs, must be held for at least 60 calendar days.
     
  2. There is no holdings period for transactions in any ETF, option on an ETF, ETN, option on an ETN, money market fund, or transactions involving futures on (i) commodities, (ii) indices, (iii) currencies, (iv) bonds, and (iv) interest rates described in Section II.D.3.
     
  3. Any Security not specifically referenced above must be held for at least 30 calendar days unless selling at a loss.

 

C. Pre-Clearance Requirements

 

  1. Protegent PTA Pre-Clearance.  All Access Persons must submit Securities Transaction pre-clearance requests through “Protegent PTA”.  In the event that an Access Person is unable to access Protegent PTA, or Protegent PTA is otherwise unable to accommodate the pre-clearance request, requests for such pre-clearance shall be submitted to the CCO or designee on the “Personal Securities Transaction Request Form” (See Appendix A).
     
  2. Transactions Requiring Special Pre-Clearance.  Access Persons are prohibited from engaging in the following types of transactions without prior written approval.

 

  a. Initial Public Offering (“IPO”).  Access Persons are prohibited from acquiring a “Beneficial Interest” in a Security through an IPO without the prior written approval of the Investment Committee and the Compliance Committee.  Requests for such approval shall be submitted to the CCO on the “IPO Pre-Approval Form” (See Appendix B).
     
  b. Private Placement.  Access Persons are prohibited from acquiring a Beneficial Interest in a Security through a “Private Placement” without the prior written approval of the Investment Committee and the Compliance Committee.  Requests for such approval shall be submitted to the CCO on the “Private Placement Pre-Approval Form” (See Appendix C).
     
  c. BGIM Commingled Vehicles and Hedge Funds.  Access Persons are
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prohibited from acquiring a Beneficial Interest in a commingled vehicle, hedge fund or other privately offered fund managed by BGIM without the prior written approval of the Compliance Department. Requests for such approval shall be submitted to the CCO on the “BGIM Private Fund Pre-Approval Form” (See Appendix D).

 

  3. Length of Pre-Clearance Approval.

 

  a. Authorization for a Securities Transaction is effective until the earliest of: (i) its revocation by the CCO or designee, (ii) the moment the Access Person learns that the information provided pursuant to the pre-clearance request is not accurate, or (iii) the end of the day on which the authorization is granted (for example, if authorization is provided on a Monday, it is effective until midnight on that same Monday).
     
  b. If the order for a Securities Transaction is not placed within that period, a new pre-clearance request must be approved before the Securities Transaction can be placed.
     
  c. If the Securities Transaction is placed but has not been executed before the authorization expires (as, for example, in the case of a limit order or “good ‘til cancelled” order), it is the responsibility of the Access Person to obtain a new pre-clearance approval.

 

  4. De Minimis Transactions.  Pre-clearance will generally be granted for a Securities Transaction (or series of Securities Transactions) that involves 1,000 shares or less of an equity security executed over a 30-day period if the issuer of the Security has a market capitalization of $5 billion or more.  Under no circumstances may an Access Person enter into a Securities Transaction, even if de minimis as defined herein, if: (i) the Access Person is in possession of material non-public information regarding the Security or the issuer of the Security; (ii) the Access Person knows that BGIM is or may be considering a purchase or sale of such Security (or an Equivalent Security) on behalf of a client; (iii) the Access Person knows that BGIM is in the process of acquiring or selling that Security (or an Equivalent Security) on behalf of a client; or (iv) the transaction would violate the prohibition on short-term trading set forth above in Section II.B.
     
  5. No Explanation Required for Refusals.  An Access Person is not required to receive an explanation for a refusal to authorize any Securities Transaction.

 

D. Exceptions to Pre-Clearance Requirements.  Notwithstanding the foregoing, the following types of Securities Transactions are exempt from pre-clearance:

 

  1. Open-End Mutual Funds, ETFs and ETNs.  Any purchase or sale of a Security issued by any registered open-end investment company (including a college savings plan established under Section 529(a) of the Internal Revenue Code known as a “Section 529 Plan”), shares issued by unit investment trusts that are invested exclusively in one or more unaffiliated U.S. open-end funds, any exchange-traded fund that invests in a broad-based
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index or sector, or any exchange-traded note linked to a market index or other benchmark. (While exempt from pre-clearance, however, transactions in Reportable Funds are subject to trading restrictions and must be reported, as set forth below).

 

  2. Closed-End Mutual Funds.  Any Securities Transaction involving closed end mutual funds unless it is advised or sub-advised by BGIM.
     
  3. Certain Commodities and Futures Transactions:  Any Securities Transaction involving futures on (i) commodities, (ii) indices; (iii) the following currencies:  Australian dollar, British pound sterling, Canadian dollar, Danish krone, Euro, Japanese yen, New Zealand dollar, Norwegian krone, Swedish krona, Swiss franc, United States dollar; or (iv) interest rates and bonds issued by the following countries:  Belgium, Canada, France, Germany, Italy, Japan, Netherlands, Sweden, Switzerland, United Kingdom and the United States.  Any Securities Transaction that results from a futures position being automatically “rolled” is also exempt from pre-clearance.
     
  4. Managed Account Transactions.  Securities Transactions in which the Access Person has no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and has no right to intervene in the trustee or asset manager’s decisions.  
     
  5. Certain Corporate Actions.  Securities Transactions pursuant to the following types of corporate actions:
     
    a.       Any acquisition of a Security 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 the Security.
     
    b.        Any acquisition of a Security 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.
     
    c.        Any disposition of a Security through a tender offer, mandatory call or other corporate action equally available to all holders of such Security (or class of Security).

 

  6. Automatic Investment Plans. Any Securities Transaction pursuant to an “Automatic Investment Plan”, except where such Plan has been overridden.  For example, automatic purchases in an employee stock purchase plan do not require pre-clearance; however, sales of shares from an employee stock purchase plan do require pre-clearance as the instruction is an override of the plan by the Access Person.
     
  7. Involuntary Options-Related Activity.  Any acquisition or disposition of an underlying Security in connection with an option-related transaction that has previously received pre-clearance.  For example, if an Access Person receives approval to write a covered
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call, and the call is later exercised, the pre-clearance requirements and trading restrictions of this Code are not applicable to the sale of the underlying Security.

 

  8. Options on Broad-Based Indices, ETFs or ETNs.  Any Securities Transaction involving options on broad-based indices, ETFs, or ETNs.  
     
  9. Other Exempt Transactions. Any Securities Transaction involving direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

 

E. Special Rules Governing Transactions in Reportable Funds

 

  1. Market Timing in Reportable Funds.  Access Persons are prohibited from using knowledge of the portfolio holdings of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Reportable Fund that may conflict with the best interests of the fund or its shareholders.

 

  2. Exemptions.  The following Securities Transactions involving Reportable Funds are exempt from the sixty-day holding period as set forth in Section II.B:

 

  a. Money Market Funds. Securities Transactions in any Reportable Funds that are money market funds.
     
  b. Managed Account Transactions.  Securities Transactions in which the Access Person has no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and has no right to intervene in the trustee or asset manager’s decisions.
     
  c. Automatic Investment Plans.  Securities Transactions in Reportable Funds pursuant to an Automatic Investment Plan, except where such Plan has been overridden.

 

III. Acknowledgement, Disclosure of Accounts and Reporting of Holdings and Transactions
   
A. Acknowledgment of Receipt and Certification.  Within 10 calendar days of becoming an Access Person under this Code, each Access Person shall acknowledge that he or she has received and reviewed a copy of the Code.  In addition, each Access Person shall acknowledge on such certification that he or she has received a copy and will abide by the terms of the current Manual.  Such acknowledgment, certification and other reportable information, shall initially be provided on the “Acknowledgment of Receipt of Code of Ethics and Certification” (See Appendix E).  Thereafter, no less frequently than annually, each Access Person shall give the same acknowledgement and certify that he or she has complied with all applicable provisions of the Code and will abide by the terms of the Manual.  Such acknowledgement, certification and other reportable information shall be
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submitted through Protegent PTA.

 

B. Disclosure of Accounts.  Within 10 calendar days of becoming an Access Person under this Code, each Access Person must disclose the existence of each account in which Securities Transactions can be effectuated and in which the Access Person has a Beneficial Interest (each a “Disclosable Account”).  By way of example, Disclosable Accounts include, but are not limited to:

 

  1. brokerage accounts held at a Preferred Broker;
     
  2. brokerage accounts held at a non-Preferred Broker;
     
  3. employee stock purchase plan accounts for the purchase of FRI (or other) securities (e.g., former employers or spouse’s employer);
     
  4. individual retirement accounts (“IRA”);
     
  5. 401(k) or 403(b) accounts (e.g., current 401(k), former employer 401(k), spouse’s 401(k));
     
  6. Automatic Investment Plan accounts;
     
  7. Section 529 Plan accounts;
     
  8. Managed Accounts;
     
  9. accounts that hold only non-Reportable Funds and in which no other type of Security may be held (“Mutual Fund-Only Account”);
     
  10. accounts for the exercise of FRI (or other) stock options;
     
  11. any of the foregoing accounts held by an “Immediate Family” member living in the same household as the Access Person.

 

C. New Disclosable Accounts.  An Access Person wishing to open a new Disclosable Account must provide to the Compliance Department the information requested on the “Account Change Form” (See Appendix F).
   
D. Holdings and Transaction Reports

 

  1. Initial and Annual Holdings Reports.  Within 10 calendar days of becoming an Access Person, and annually thereafter, each Access Person must supply the Compliance Department with a list of all “Reportable Securities” in which the Access Person has a Beneficial Interest. (“Holdings Report”).  The information in the Holdings Report must be current as of a date not more than 45 days prior to the individual's becoming an Access Person or, for annual reports, not more than 45 days prior to the date the annual Holdings Report is submitted.
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  2. Quarterly Transaction Reports.  Access Persons must report all Securities Transactions to the Compliance Department on a quarterly basis.  In order to satisfy this obligation, an Access Person may either:  (i) maintain his or her accounts at a Preferred Broker; (ii) arrange for the delivery of duplicate copies of confirmations or periodic account statements directly to the Compliance Department; or (iii) for Securities Transactions that do not otherwise appear on an account statement, report the Securities Transaction to the Compliance Department within 30 days after the end of the calendar quarter in which the transaction took place.

 

E. Exceptions to the Reporting Requirements.  Notwithstanding the obligation to report all Securities Transactions to the Compliance Department on a quarterly basis, Access Persons are not required to provide duplicate copies of confirmations or periodic account statements, and need not report individual Securities Transactions, for the following types of accounts.  However, the existence of such accounts must be disclosed in accordance with Section III.A., above, and copies of statements must be made available for review at the specific request of the CCO.

 

  1. accounts held at a Preferred Broker;
     
  2. FRI employee stock purchase plan accounts;-
     
  3. FRI stock option accounts;
     
  4. FRI 401(k) accounts;
     
  5. other 401(k), 403(b) and Section 529 accounts if these accounts can only hold Mutual Funds that are not Reportable Funds;
     
  6. Automatic Investment Plan accounts;
     
  7. Managed Accounts; and
     
  8. Mutual Fund-Only Accounts.

 

IV. Code Administration and Enforcement
   
A. Duty to Report Code Violations.  It is the responsibility of all Access Persons to report promptly any suspected or actual violation of this Code to the CCO, the Compliance Committee or any member of the Compliance Committee or Compliance Department.  Such reports may be oral or in writing, need not be signed and may be anonymous.  BGIM will not retaliate or allow its Access Persons to retaliate against any Access Person who, in good faith, reports a suspected violation of the Code.  
   
B. Exceptions to the Code.  Unless otherwise noted herein, exceptions to the limitations set forth in this Code may only be granted by the CCO (or designee) in such circumstances as the CCO (or designee) concludes are appropriate and pursuant to such conditions as the CCO (or designee) determines are necessary.  Such exceptions will only be granted if the CCO (or designee) concludes that the contemplated action does not pose a material conflict of interest of
8

the nature sought to be mitigated or eliminated by this Code. Without limiting the generality of the foregoing, the CCO (or designee) will review each trade restricted by the seven-day blackout period set forth in Section II.A.4 above and make a determination as to whether to grant a waiver from the seven-day restriction for such trade based on the standards set forth in this Section IV.B.

 

C. Sanctions.  The Compliance Committee may impose sanctions or take other action against an Access Person who violates this Code.  Possible sanctions or actions may include, but are not limited to, written warning, letter of reprimand, suspension of personal trading privileges, reversal of or forfeiture of profits from an improper Securities Transaction, fine, suspension of employment (with or without pay), civil referral to the Securities and Exchange Commission, criminal referral or termination of employment.  In the event that the Compliance Committee requires forfeiture of profits from an improper Securities Transaction, the Compliance Committee shall compute the amount of any profit to be forfeited and may require donation of the forfeited amount to a charitable organization of the Compliance Committee's choosing.  Such donations shall not result in any net tax benefit to the Access Person.
   
D. Availability of Reports.  All information supplied pursuant to this Code may be made available for inspection to:  (a) the Compliance Department, (b) the Compliance Committee, (c) the Access Person's department manager, (d) the BGIM Board of Managers, (e) parent company employees, examiners, or auditors, (f) the chief compliance officer or board of directors of any Reportable Fund, (g) any attorney or agent of the foregoing or of a Reportable Fund, (h) any party to which any investigation is referred by any of the foregoing, (i) the Securities and Exchange Commission, (j) any self-regulatory organization governing the activity involved, (k) any state regulatory authority, or (l) any federal or state criminal authority.

 

V. Definitions

 

When used in the Code, the following terms have the meanings set forth below:

 

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 Security.

 

An Access Person is deemed to have a Beneficial Interest in the following:

 

  1. any Security owned individually by the Access Person;
     
  2. any Security owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and
9
  3. any Security in which a member of the Access Person's Immediate Family has a Beneficial Interest if:

 

  a. the Security is held in an account over which the Access Person has decision making authority or otherwise influences and controls (for example, the Access Person acts as trustee, executor, or guardian); or
     
  b. the Security is held in an account for which the Access Person acts as a broker or investment adviser representative.

 

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.

 

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, bonds, and other obligations of that company or Security otherwise convertible into that Security. Options on Securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

 

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 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 BGIM and any Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

Immediate Family of an Access Person means any of the following persons:

 

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 other relationships (whether or not recognized by law) that the BGIM Compliance Department determines could lead to the potential conflicts of interest, diversions of corporate opportunity or appearances of impropriety, which this Code is intended to prevent.

 

Initial Public Offeringmeans an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

 

Managed Account means an account where an Access Person has no:

 

  1. Direct or indirect influence or control over the account(s);
10
  2. Ability to exercise any investment discretion over the account(s);
     
  3. Ability to direct purchases or sales of investments in the account(s);
     
  4. Ability to suggest purchases or sales of investments in the account(s);
     
  5. Knowledge of, and is neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and
     
  6. Right to intervene in the trustee or asset manager’s decisions.

 

Preferred Brokermeans a broker/dealer that provides an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA.

 

Private Placement means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rules 504, 505 or 506 of Regulation D thereunder. For the avoidance of doubt, the term “Private Placement” includes investment in any hedge fund, private equity fund, venture capital fund, limited partnership, limited liability company or other privately offered investment vehicle.

 

Protegent PTAmeans the Protegent Personal Trading Assistant, a web browser-based automated personal trading compliance platform used by the Compliance Department to administer this Code.

 

Reportable Fund means any fund registered under the Investment Company Act that (a) is advised or sub-advised by BGIM, or (b) is advised, sub-advised, or principally underwritten by FRI or any entity controlled or under common control with FRI.

 

Reportable Securitymeans any Security (as defined herein) other than the following:

 

  1. Direct obligations of the Government of the United States;
     
  2. Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;
     
  3. Shares issued by money market funds;
     
  4. Shares issued by open-end funds other than Reportable Funds; and
     
  5. Shares issued by unit investment trusts that are invested exclusively in unaffiliated open-end funds.

 

Securities Transaction means the purchase, sale, redemption or other transaction in a Security in which an Access Person has or acquires a Beneficial Interest.

 

Securitymeans any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940 or any other financial or investment instrument, including

11

stocks, treasury stock, notes, bonds, debentures, closed-end funds, open-end funds, offshore funds, exchange traded funds, hedge funds, limited partnership interests, unit investment trust shares, options (including any put, call or straddle), futures, swaps, warrants, investments in commodities or commodities-related instruments, or any derivative instruments.

12

Appendix A

 

Personal Securities Transaction Request Form

 

Name:
   
Date:
Department:

 

1. o   Manual Preclearance (unable to pre-clear in PTA) o  Exception Request

 

2. Type of Security

 

  o Stock o Bond
         
  o Option o Other:

 

3. Name of Security:
   
4. Symbol or CUSIP:

 

5. o Buy        
             
  o Sell o Long o Short

 

6. Number of Shares:

 

7. Brokerage Firm:

 

8. Account Number:

 

9. Are you a registered representative of Legg Mason Investor Services? o Yes o No

 

10. In making this pre-clearance request, I hereby certify that:
  I am not in possession of material non-public information about this Security or the issuer of this Security;
  I have no knowledge that BGIM has a pending order for, or is considering, the purchase or sale of this Security;
  I have held this Security for the required holding period;
  I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and
  This Securities Transaction request complies with all other applicable provisions of the Code.  

 

Note: This “Personal Securities Transaction Request Form” must be signed by the CCO (or designee) prior to order entry. If granted, this approval is effective only until the close of business on the trading day on which it is granted.

 

Access Person’s Signature:
Date:

 

***********************************

 

o Approved                               o Denied

 

Compliance Signature:
Date:

 

Print Name:

 

October 2020 A-1
 

Appendix B

 

IPO Pre-Approval Form

 

Name:
   
Date:
Department:
   

 

1. Name of Security:

 

2. Symbol or CUSIP:

 

3. Number of Shares/$ Value:

 

4. Brokerage Firm:

 

5. Account Number:

 

6. Are you a registered representative of Legg Mason Investor Services? o Yes o No

 

7. Attach a copy of the prospectus, offering memorandum or similar document.

 

In making this request, I hereby certify that:

 

  To the best of my knowledge, my participation in the IPO will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;
  I am not receiving a personal benefit, in the form of this opportunity to invest in this IPO, for directing client business or brokerage, or by virtue of my position with BGIM;
  I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and
  I understand that I must receive pre-approval in writing from the Compliance Committee and Investment Committee prior to order entry.

 

     
Access Person’s Signature   Date

 

***********************************

(Continued on page B-2)

 

October 2020 B-1
 

Appendix B

 

To be completed by the Compliance Committee:

 

1. Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

 

o Yes   o No

 

2. Is there any other reason why this investment should be denied?

 

o Yes   o No

 

o Approved   o Denied

 

Compliance Committee Signature:
Date:

 

Printed Name:

 

***********************************

 

To be completed by the Investment Committee:

 

1. Should the investment opportunity be first offered to eligible clients?

 

o Yes   o No

 

2. Is the opportunity being offered to the Access Person for directing client business or brokerage, or as a result of the Access Person’s position at BGIM?

 

o Yes   o No

 

3. Does a conflict, or potential conflict, of interest exist with any BGIM client?

 

o Yes   o No

 

4. Is there any other reason why this investment should be denied?

 

o Yes   o No

 

o Approved   o Denied

 

Investment Committee Signature:
Date:

 

Printed Name:

 

October 2020 B-2
 

Appendix C

 

Private Placement Pre-Approval Form

 

(Includes hedge funds, private equity funds, venture capital funds, limited partnerships, limited liability

companies or other privately offered investment vehicles)

 

Name:
   
Department:
Date:

 

1. Name of corporation, partnership or other entity:

 

2. Type of security or fund: o Hedge Fund           o Limited Partnership o Private Equity Partnership
     
  o Venture Capital Fund o Other:
     
3. Is this: o Initial Investment  
     
  o Subsequent Investment  

 

4. Nature of your planned participation: o Stockholder o General Partner
     
  o Limited Partner o Other:

 

5. Planned date of transaction:

 

6. Size of offering (if a fund, size of fund):

 

7. Size of your participation:

 

8. What firm or person is making this offering available to you?

 

9. What is your relationship with this firm or person?

 

10. If the organization is a fund – describe the investment objectives of the fund (e.g. value, growth):

 

 

11. Will you participate in any investment decisions? o Yes o No

 

If yes, please describe:

 

12. Do you plan to solicit or market this investment to others? o Yes o No

 

13. Describe how you became aware of this investment opportunity:

 

 

 

 

 

(Continued on C-2)

 

October 2020 C-1
 

Appendix C

 

14. If this is a Limited Partnership, LLC, or other such business opportunity, please briefly describe the nature of the business:

 

 

 

 

15. Are you a registered representative of Legg Mason Investor Services?
(If yes, a copy of the form will be sent to LMIS Compliance)
o Yes o No

 

16. A copy of the prospectus, offering memorandum, corporate charter, partnership agreement, or similar document must be attached.

 

17. Additional Comments (if needed):

 

In making this request, I hereby certify that:

 

  To the best of my knowledge, my participation in the Private Placement will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;
     
  I am not receiving a personal benefit, in the form of this opportunity to invest in this Private Placement, for directing client business or brokerage, or by virtue of my position with BGIM;
     
  I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and
     
  I understand that I must receive pre-approval in writing from the Compliance Committee and Investment Committee prior to investing.

 

   
Access Person’s Signature  
   
Date  

 

**********************************

 

(Continued on C-3)

 

October 2020 C-2
 

Appendix C

 

To be completed by the Compliance Committee:

 

1. Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

 

o Yes   o No

 

2. Is there any other reason why this investment should be denied?

 

o Yes   o No

 

o Approved   o Denied

 

Compliance Committee Signature:
Date:

 

Printed Name:

 

***********************************

 

To be completed by the Investment Committee:

 

1. Should the investment opportunity be first offered to eligible clients?

 

o Yes   o No

 

2. Is the opportunity being offered to the Access Person for directing client business or brokerage, or as a result of the Access Person’s position at BGIM?

 

o Yes   o No

 

3. Does a conflict, or potential conflict, of interest exist with any BGIM client?

 

o Yes   o No

 

4. Is there any other reason why this investment should be denied?

 

o Yes   o No

 

o Approved   o Denied

 

Investment Committee Signature:
Date:

 

Printed Name:

 

October 2020 C-3
 

Appendix D

 

BGIM Private Fund Pre-Approval Form

 

(Includes Commingled Funds and Hedge Funds)

 

Name:
   
Department:
Date:

 

1. Name of Fund:

 

 

2. Type of security or fund: o Commingled Vehicle o Hedge Fund
     
  o Other:
   
3. Is this: o Initial Contribution  
     
  o Subsequent Contribution  

 

4. Size of your contribution ($):

 

5. Do you analyze, recommend or make investment decisions for this fund? o Yes o No

 

If yes, please describe:

 

Additional Comments (if needed):

 

In making this request, I hereby certify that:

 

  To the best of my knowledge, my participation in the fund will not misappropriate an investment opportunity that should have been first offered to a client of BGIM;
     
  I have no reason to believe that this transaction presents a conflict of interest with any BGIM client; and
     
  I understand that I must receive pre-approval in writing from the Compliance Department prior to investing.

 

 

   
Access Person’s Signature  
   
Date  

 

(Continued on D-2)

 

October 2020 D-1
 

Appendix D

 

October 2020 D-2
 

Appendix D

 

To be completed by the Compliance Department:

 

1. Does this investment present a conflict, or potential conflict, of interest with any BGIM client?

 

o Yes   o No

 

2. Is there any other reason why this investment should be denied?

 

o Yes   o No

 

o Approved   o Denied

 

Compliance Department Signature:
Date:

 

Printed Name:

 

October 2020 D-3
 

Appendix E

 

     
     
Last Name First Name Middle Initial

 

Acknowledgement of Receipt of Code of Ethics and Certification

 

1.Acknowledgement

 

I acknowledge that I have received a copy of the most recent BGIM Code of Ethics (the “Code”) and I represent that:

 

a.I have read the Code and I understand that it applies to me and to all Securities Transactions1 in which I have or acquire any Beneficial Interest. I have read the definition of “Beneficial Interest” and I understand that I may be deemed to have a Beneficial Interest in Securities owned by members of my Immediate Family and that Securities Transactions effected by members of my Immediate Family may therefore be subject to this Code.
   
b.I agree that in case of a violation, I may be subject to various possible sanctions (pursuant to section VII.C of the Code) as determined by the Compliance Committee. Possible sanctions or actions may include, but are not limited to, written warning, letter of reprimand, suspension of personal trading privileges, reversal of or forfeiture of profits from an improper Securities Transaction, fine, suspension of employment (with or without pay), civil referral to the Securities and Exchange Commission, criminal referral or termination of employment.

 

c.I will comply with the Code.

 

I also acknowledge that I have received a copy and will abide by the terms of the current BGIM Compliance Policies and Procedures Manual and Franklin Resources, Inc. Code of Ethics and Business Conduct (Note: copies of these documents are always available on the Compliance & Legal Intranet site).

 

 

1 All capitalized terms have the same definition as set forth in the Code of Ethics.

 

October 2020 E-1
 

Appendix E

 

2.Disclosable Accounts and Securities Holdings

 

Table 1 -- Preferred Broker Accounts

 

Instructions:

 

·A Preferred Broker account is an account held at a broker/dealer that provides an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA. (A list of the BGIM Preferred Brokers is available on the Compliance & Legal intranet site).
   
·Provide the information requested below for each account held at a Preferred Broker in which you have Beneficial Interest.
   
·You must attach a copy of the most recent account statement(s).
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF BROKER
DEALER, BANK, OR OTHER
FINANCIAL
INTERMEDIARY

 

ACCOUNT TITLE
acct holder’s name
and (acct type)
RELATIONSHIP
if acct holder is not
the Access Person
ACCOUNT
NUMBER
Ex: Smith Barney Jane Smith (IRA) Spouse xxx-xxxxx
       
       
       
       
       
       
       
       

 

October 2020 E-2
 

Appendix E

 

Table 2 -- Non-Preferred Broker Accounts

 

Instructions:

 

·A non-Preferred Broker account is an account held at a broker/dealer that does not provide an automated, electronic feed of Access Person Securities Transaction information directly into Protegent PTA.
   
·Provide the information requested below for each account held at a non-Preferred Broker in which you have Beneficial Interest.
   
·You must attach a copy of the most recent account statement(s).
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF BROKER
DEALER, BANK, OR OTHER
FINANCIAL
INTERMEDIARY

 

ACCOUNT TITLE
acct holder’s name
and (acct type)
RELATIONSHIP
if acct holder is not
the Access Person
ACCOUNT
NUMBER
Ex: Goldman Sachs Jane Smith (IRA) Spouse xxx-xxxxx
       
       
       
       
       
       
       
       

 

October 2020 E-3
 

Appendix E

 

Table 3 – Mutual Fund-Only Accounts

 

Instructions:

 

·A Mutual Fund-Only account is an account that holds only non-Reportable Funds, and in which no other type of Security may be held. (A list of Reportable Funds is available on the Compliance & Legal intranet site).
   
·Provide the information requested below for each Mutual Fund-Only account in which you have a Beneficial Interest.
   
·You must attach a copy of the most recent account statement(s).
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF BROKER
DEALER, BANK, OR OTHER
FINANCIAL
INTERMEDIARY
ACCOUNT TITLE
acct holder’s name
and (acct type)
RELATIONSHIP
if acct holder is not
the Access Person
ACCOUNT
NUMBER
Ex: Vanguard Jane Smith (IRA) Spouse xxx-xxxxx
       
       
       
       
       
       
       

 

October 2020 E-4
 

Appendix E

 

Table 4 – Managed Accounts

 

Instructions:

 

·Provide the information requested below for each Managed Account in which you have a Beneficial Interest.
   
·A Managed Account is an account where you have no direct or indirect influence or control over the account(s); no ability to exercise any investment discretion over the account(s); no ability to direct or suggest purchases or sales of investments in the account(s); no knowledge of, and are neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and have no right to intervene in the trustee or asset manager’s decisions.
   
·You must attach a copy of the most recent account statement(s).
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF INVESTMENT
MANAGER
ACCOUNT TITLE
acct holder’s name
and (acct type)
RELATIONSHIP
if acct holder is not
the Access Person
ACCOUNT
NUMBER
Ex: ABC Investment Management Jane Smith Spouse xxx-xxxxx
       
       
       
       
       
       
       

 

October 2020 E-5
 

Appendix E

 

Table 5 – Other Disclosable Accounts

 

Instructions:

 

·Other Disclosable Accounts include any accounts, not previously disclosed in Tables 1 through 4, in which you have a Beneficial Interest and where Securities Transactions can be effectuated.
   
·Other Disclosable Accounts include (but are not limited to) a FRI employee stock purchase plan account, a spouse’s employee stock purchase plan account, the FRI 401(k), a spouse’s 401(k) or 403(b) that can only hold mutual funds, a Section 529 account for your child, a direct investment program (“DRIP”) account, an employee stock option account, or any of these accounts if owned by an Immediate Family member who resides in your household.
   
·As detailed in Section III.E. of the Code, you do not need to attach a duplicate statement if the account is: (i) a FRI employee stock purchase plan account; (ii) a FRI stock option account held at Merrill Lynch; (iii) a FRI 401(k) account; (iv) a 401(k), 403(b) or Section 529 account that can not hold Reportable Funds; or (v) an Automatic Investment Account. However, at any time upon specific request of the CCO, copies of statements must be made available for review.
   
·You must attach a copy of the most recent account statement(s) for any other Disclosable Account.
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF BROKER
DEALER, BANK,
EMPLOYER, ETC.
ACCOUNT TITLE
acct holder’s name
and (acct type)
RELATIONSHIP
if acct holder is not
the Access Person
ACCOUNT
NUMBER/
PLAN
NUMBER
Ex: Acme Widget Company Jane Smith (employee stock purchase plan account) Spouse xxx-xxxxx
       
       
       
       
       
       

 

October 2020 E-6
 

Appendix E

 

Table 6 – Other Securities/Holdings

 

Instructions:

 

·Provide the information requested for any other Security in which you have a Beneficial Interest that is not held in an account listed in Tables 1 through 5. Examples may be investments in Private Placements (e.g., hedge funds, private equity funds, venture capital funds, limited partnerships, limited liability companies) or paper stock certificates.
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.
   
·Attach a separate sheet if necessary.

 

 

NAME OF
SECURITY
OWNER

RELATIONSHIP
if security owner is
not the Access
Person

 

NAME/TITLE
OF SECURITY
TYPE OF
SECURITY
TICKER
OR
CUSIP
NUMBER OF
SHARES /
PRINCIPAL
AMOUNT
           
           
           

 

3.Outside Business Activities

 

Instructions:

 

·Provide a list of all Outside Business Activities that that you are currently engaged in.
   
·Do not leave blank. Indicate “N/A” or “None” if appropriate.

 

 

NAME OF ORGANIZATION DESCRIPTION OF DUTIES
   
   
   

 

October 2020 E-7

 

Appendix E

 

4.Attestation of Personal Disciplinary History

 

The following information is required in order to ensure that BGIM’s public disclosure document (Form ADV) is continuously up to date. (No information need be given with respect to minor traffic offenses).

 

Have you ever:

 

A(1) o   Yes o   No been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?
       
A(2) o   Yes o   No been charged with any felony?
       
B(1) o   Yes o   No been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
       
B(2) o   Yes o   No been charged with a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

 

Has the SEC or the Commodity Futures Trading Commission (“CFTC”) ever:

 

C(1) o   Yes o   No found you to have made a false statement or omission?
       
C(2) o   Yes o   No found you to have been involved in a violation of SEC or CFTC regulations or statute?
       
C(3) o   Yes o   No found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
       
C(4) o   Yes o   No entered an order against you in connection with investment-related activity?
       
C(5) o   Yes o   No imposed a civil money penalty on you, or ordered you to cease and desist from any activity?

 

Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

 

D(1) o   Yes o   No ever found you to have made a false statement or omission, or being dishonest, unfair, or unethical?
       
D(2) o   Yes o   No ever found you to have been involved in a violation of investment-related regulations or statutes?

 

October 2020 E-8
 

Appendix E

 

D(3) o   Yes o   No ever found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
       
D(4) o   Yes o   No in the past ten years, entered an order against you in connection with an investment-related activity?
       
D(5) o   Yes o   No ever denied, suspended or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?
       
Has any self-regulatory organization or commodities exchange ever:
 
E(1) o   Yes o   No found you to have made a false statement or omission?
       
E(2) o   Yes o   No found you to have been involved in a violation or its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?
       
E(3) o   Yes o   No found you to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
       
E(4) o   Yes o   No disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?

 

Please provide an explanation for any “Yes” responses above (attach a separate sheet if needed):

 

 

 

 

5.Conflicts of Interest Disclosure

 

Check “Yes” or “No” to each of the statements listed below.

 

  YES NO  
a. o   o   A member of my immediate family is employed by a broker-dealer
       
b. o   o   A member of my immediate family is a director or executive officer of a publicly traded company
       
c. o   o   I have formerly served as a director or executive officer of a publicly traded company
       
d. o   o   A member of my immediate family has formerly served as a director or executive officer of a publicly traded company

 

October 2020 E-9
 

Appendix E

 

e. o o I am a direct owner of 5% or more of the voting securities of a publicly traded company
       
f. o o A member of my immediate family is a direct owner of 5% or more of the voting securities of a publicly traded company
       
g. o o I have a personal relationship with a director (or candidate for directorship) or executive officer of a publicly traded company
       
h. o o A member of my immediate family has a personal relationship with a director (or candidate for directorship) or executive officer of a publicly traded company

 

Please provide an explanation for any “Yes” responses above (attach a separate sheet if needed):

 

 

 

 

 

6.Certification

 

a.I hereby certify that I will comply with all applicable requirements of the BGIM Code of Ethics. Specifically, I hereby certify that:

 

iI will not execute any Securities Transaction at a time when I possessed material non-public information regarding the Security or the issuer of the Security.
   
ii.I will not execute any Securities Transaction with the intent of raising, lowering, or maintaining the price of any Security or to create a false appearance of active trading.
   
iii.I will not execute any Securities Transaction when I was in possession of non-public information to the effect that BGIM (i) was or may have been considering an investment in or sale of such Security on behalf of its clients, or (ii) had an open, executed, or pending portfolio transaction in such Security on behalf of its clients.
   
iv.I will not use my knowledge of the portfolio holdings of a Reportable Fund to engage in any trade or short-term trading strategy involving such Fund that may have conflicted with the best interests of the Fund and its shareholders.
   
v.I will obtain the required written approval prior to acquiring a Security in an IPO or Private Placement.
   
vi.I will report and acknowledge all Gifts and Business Entertainment received or given.
   
vii.I will obtain the required written approval prior to making a Political Contribution to any elected official or candidate.

 

b.I further certify that the information on this form is accurate, complete, and current in all material respects as of a date no more than 45 days prior to the date hereof.

 

October 2020 E-10
 

Appendix E

 

c.I have listed all Disclosable Accounts in which I have a Beneficial Interest as defined by the Code in Tables 1-6.

 

Access Person’s Name: 

 

 

Access Person’s Signature: 

 

 

Date: 

 

 

October 2020 E-11
 

Appendix F

 

Account Change Form

 

Name:

 

 

Department:

 

 

 

o   Opened            o    Closed              o  Changed

 

Brokerage Firm/Bank/Employer:

 

 

Account Number:

 

 

Account Name:

 

 

o  Brokerage Account           o  Mutual Fund Only           o  Managed           o  Other :                         

 

 

o   Opened            o    Closed              o  Changed

 

Brokerage Firm/Bank/Employer:

 

 

Account Number:

 

 

Account Name:

 

 

o  Brokerage Account           o  Mutual Fund Only           o  Managed           o  Other :                         

 

 

o   Opened            o    Closed              o  Changed

 

Brokerage Firm/Bank/Employer:

 

 

Account Number:

 

 

Account Name:

 

 

 

October 2020 F-1
 

Appendix F

 

o  Brokerage Account           o  Mutual Fund Only           o  Managed           o  Other :                         

 

 

Access Person Signature   Date
     
     
Compliance Approval   Date

 

October 2020 F-2
 

Appendix G

 

Managed Account Certification

 

Instructions: Please complete the certification regarding the following investment account(s) that are maintained and managed on a discretionary basis by a third-party manager or trustee, and in which you have a beneficial interest:

 

Account Number Account Name Investment Manager
     
     
     
     
     

 

I HEREBY CERTIFY THAT:

 

1.I do not have any direct or indirect influence or control over the account(s);
   
2.I do not exercise any investment discretion over the account(s);
   
3.I do not direct purchases or sales of investments in the account(s);
   
4.I do not suggest purchases or sales of investments in the account(s);
   
5.I have no knowledge of, and am neither consulted nor advised of, purchases or sales of investments in the account(s) prior to execution; and
   
6.I have no right to intervene in the trustee or asset manager’s decisions.

 

  Access Person’s Signature  
     
     
  Print Name  
     
     
  Date  

 

Note: You will be asked to make this certification periodically going forward.

 

October 2020 G-1
 

EXHIBIT 99p9

 

 

This Code of Ethics (“Code”) sets out the minimum standards of performance and conduct for employees of Colchester Global Investors Limited and its affiliates (together “Colchester”). Its purpose is to promote honest and ethical conduct and to ensure compliance not only with all legal and regulatory requirements, but with current best practices in the investment management industry as well. The Code is approved each year by Colchester’s Board of Directors, and each Colchester employee must attest that they have read the Code and agree to comply with its provisions at all times. The Code is sent to all Colchester separate account clients annually, and to prospects, consultants and fund investors upon request.

 

1. Values

 

The values that underlie Colchester’s business are as follows:

 

Focus. Investment professionals require a focused and stable environment in order to be consistently effective in their work. Colchester views employee ownership and control as one of the best ways of avoiding the uncertainties that can threaten focus and stability. Many Colchester employees own shares in the business, and Colchester believes that its ownership structure aligns employees’ interests with those of its clients. Portfolio managers may also invest in Colchester’s funds.

 

Integrity and Trust. Colchester works for its clients (and their beneficiaries) and clients’ interests take precedence over any other interests at Colchester. Colchester treats its clients fairly.

 

Perspective. Colchester, in both its investments and its business outlook does not permit short term expediency to outweigh medium term benefits.

 

Service. Colchester aims to provide accurate reporting, timely information and efficient administration.

 

Humility. Colchester strives to build and nurture an environment where employees are encouraged to behave with humility and respect for others.

 

Teamwork and devolved leadership. Creating and maintaining an environment where everyone can contribute to the success of the Company is part of Colchester’s ethos. Different skills and perspectives are valued, and Colchester recognises that employees work better as a diverse team who all support each other.

 

Innovation and constant improvement. Colchester focuses on its core expertise whilst doing everything it can to be the most capable, knowledgeable and leading company in its field.

 

2. Regulatory Status

 

Colchester is authorised by or registered with a number of regulators across the globe:

 

In the United Kingdom, Colchester is authorised and regulated by the Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000 (“FSMA”).
   
In the United States, Colchester is registered as an investment adviser with the Securities and Exchange Commission (“SEC”).
   
In South Africa, Colchester is registered as a Financial Services Provider with the Financial Services Conduct Authority (“FSCA”).

 

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In the Bahamas, Colchester is registered with the Securities Commission of The Bahamas, as the investment manager for an investment fund licensed as a Smart Fund model 003, in accordance with the provisions of the Investment Funds Act, 2019.
   
In Singapore, Colchester Global Investors (Singapore) Pte. Ltd is registered with the Monetary Authority of Singapore (“MAS”) under the Securities and Futures Act 2001.
   
Colchester Global Investors (Singapore) Pte. Ltd also holds an offshore discretionary investment management services licence issued by the Financial Services Commission of Korea.
   
In Dubai, Colchester Global Investors Middle East Limited is regulated by the Dubai Financial Services Authority (“DFSA”) under the laws of the Dubai International Financial Centre (“DIFC”).
   
In Brunei, Colchester Singapore does not hold a Capital Markets Services License for the provision of investment advice and is required to apply for temporary exemptions in respect of itself and MCS staff intending to visit Brunei for each prospective/existing client visit.
   
In Australia, neither Colchester nor Colchester Singapore holds an Australian financial services licence for the provision of financial services, and both are exempt from the requirement to hold an Australian financial services licence under the Corporations Act 2001 (Cwlth) in respect of the financial services provided to wholesale clients in Australia. Both Colchester and Colchester Singapore are registered as foreign companies in Australia in connection with the services provided to Australian wholesale clients.
   
In Ireland, Colchester Global Investors (Dublin) Management Limited is authorised and regulated by the Central Bank of Ireland (“CBI”) as a UCITS management company together with MiFID top up authorisation in respect of Individual Portfolio Management services.

 

3. Commercial Policies

 

General Scope of Colchester’s Business

 

Colchester deals directly only with ‘professional clients’, or as permitted by relevant regulations. It does not engage directly with retail investors.

 

Discretionary Clients - Colchester does not deal as principal in transactions for discretionary clients, but as agent on behalf of clients. All transactions entered into on behalf of such clients are traded with counterparties that are independent of Colchester.

 

Separate Account Client Assets - Colchester does not hold client money or assets or operate any client bank accounts, nor is it authorised to do so. Third party custodians, who are chosen by the client, always hold Colchester’s separate account client assets. These custodians handle all documents of title and certificates for financial instruments belonging to clients. Custodians may, on occasion, loan client assets to third parties if such transactions are permitted under the relevant custodian agreement. Colchester does not initiate any such securities lending. Income earned from such transactions is payable to the client’s account. Colchester may transfer or pledge client assets as collateral to meet margin requirements. Colchester does not borrow to leverage, unless specifically requested by clients.

 

Commingled Fund Assets – Colchester operates various commingled funds and a UCITS (“Funds”), the assets of which are held by custodians. Colchester does not lend Fund assets to third parties. However, Colchester may transfer or pledge assets in these Funds to meet margin requirements. The Funds do not borrow to leverage.

 

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Marketing

 

Colchester’s marketing activities include the promotion of its services to institutional investors either directly or through suitable consultants or distributors, and through responses to proposal requests. Colchester maintains a corporate website that provides descriptions of the firm and its services including its UCITS.

 

Soft Commissions

 

Colchester does not share, directly or indirectly, in any of the revenues generated by client account or Fund brokerage transactions. Furthermore, Colchester does not receive “soft-dollar” benefits from, or pay “soft-dollar” commissions to, counterparties.

 

Prohibited Transactions

 

Colchester is not permitted to engage in the following activities (this list is non-exhaustive):

 

Advising a client on appointing a suitable custodian;
   
Advising any retail client;
   
Holding client money;
   
Corporate finance activities;
   
Sponsoring of public offerings of securities;
   
Acting for any person in connection with take overs, mergers or substantial acquisitions of shares.

 

Compliance with regulatory requirements

 

Colchester’s policy is to comply at all times with the principles, rules and regulations applicable to its business. Colchester’s conduct is restricted to activities and jurisdictions for which it is authorised by the FCA, SEC, MAS, DFSA, CBI and other applicable regulatory authorities (the “Regulatory Authorities”). In other jurisdictions, Colchester complies with relevant local regulation. Observing high standards of conduct in all aspects of its business is of the utmost importance to Colchester, and the firm therefore complies with the ‘Principles’ as laid down by the FCA (and equivalent in other jurisdictions), and all employees attest to compliance with the relevant Conduct Rules annually. In addition to adhering to these Principles, Colchester complies with the requirements of Regulatory Authorities to provide, maintain and periodically verify information.

 

Colchester respects the scope of the authorisations the Regulatory Authorities have granted it. Accordingly, Colchester will not expand its business activities beyond this scope without permission, if applicable, from such Regulatory Authorities.

 

Privacy and Confidentiality

 

Colchester is committed to maintaining the confidentiality, integrity and security of confidential information provided by current, past and potential clients. Confidential information may be obtained in a number of ways, such as during the pre- investment period or from ongoing communications between Colchester and its clients. Unless it is publicly available, Colchester treats all such information as confidential, applying the same standard of care it does in dealing with the firm’s internal confidential information.

 

Colchester protects confidential information from unauthorised access or use in a number of ways:

 

By ensuring its systems are secure through the use of a next-generation anti-virus and endpoint detection and response system, multi-factor authentication, passwords, managed firewalls, email and web filtering, encryption technologies and other mechanisms;

 

Colchester Global Investors  |  May 2022 3
 

 

By establishing physical and procedural safeguards (an Information Security Policy is available to clients on request);
   
By imposing strict policies regarding client confidentiality, as more fully set out below.

 

Each new employee must agree, by signing a confidentiality undertaking, that during their employment with Colchester or at any time thereafter, they will not disclose to any person or any other firm, any information concerning the affairs of Colchester, its associates or clients, the disclosure of which may damage the interests of Colchester or its clients or which is of a confidential nature, unless that employee has the written permission of the Chief Executive Officer or Chief Compliance Officer.

 

All employees should be aware that nothing in Colchester’s confidentiality policy prohibits them from reporting possible violations of any law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of the UK, or any other applicable law or regulation. No prior authorisation is required of anyone at Colchester to make such reports or disclosures, and no employee is required to notify anyone at Colchester that they have made such reports or disclosures. Retaliation of any kind for making such reports or disclosures, regardless of whether they are found to be valid, is expressly prohibited unless it is proven that the employee has knowingly made a false or misleading disclosure.

 

All documents obtained or generated by Colchester or its employees in their work for Colchester (both originals and copies) that contain confidential information, are Colchester’s sole property. Upon termination of employment for any reason, or upon Colchester’s request at any time, employees must promptly return all copies of such material. During employment with Colchester and at all times thereafter, no employee may remove or cause to be removed from Colchester’s premises any confidential information, except in furtherance of their duties as an employee or, where relevant, in accordance with Colchester’s BC/DR Plan.

 

4. Conflicts of Interest

 

Colchester discloses the general nature and/or sources of potential conflicts of interest to its clients before undertaking business for such clients, and periodically thereafter for existing clients. These are set out below.

 

Colchester takes all reasonable steps to identify, manage and prevent these conflicts of interest having an adverse effect on the interests of its clients.

 

a) Material Interests

 

Colchester may engage in certain transactions that have the potential to present either direct or indirect conflicts of interest between clients. For example, potential conflicts may arise because:

 

Colchester provides investment management services to other clients, and may therefore act as agent for one client in transactions in which it is also acting as agent for other clients;
   
A director (or employee) of Colchester may be a director of an entity such as one of the Funds whose securities are held by clients;
   
Colchester, or a director (or employee) of Colchester, may have some interest in an entity such as one of the Funds whose securities are held by clients.

 

All of these areas of potential conflict are managed through the maintenance of policies and procedures, supplemented by internal and external monitoring.

 

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b) Performance Fees

 

Colchester may enter into performance fee arrangements with clients. Theoretically, this type of fee arrangement provides an incentive for an investment manager to favour an account or accounts that pay performance fees over those that do not. Colchester does not believe its performance fee arrangements disadvantage any of its clients, and takes all reasonable steps to ensure the fair and equitable allocation of investment opportunities amongst its clients without regard to fee arrangements. Accordingly, Colchester has procedures and monitoring processes in place to ensure that transactions for all accounts are dealt with on the same basis. A register of performance fee bearing client accounts is maintained.

 

c) Valuation of Securities

 

Colchester may on occasion be required to determine an appropriate valuation source for certain hard-to-price securities held in client portfolios. As Colchester is paid a fee which is a percentage of the net asset value of portfolios, a conflict could arise whereby Colchester is paid a higher fee if the valuation of those securities is higher. To address this potential conflict, Colchester operates a Valuation Committee whose membership includes representatives from Operations, Compliance, Risk and Dealing (but excluding Investment Management and Board-level representation). The objective of the Valuation Committee is to ensure accuracy, transparency and consistency in Colchester’s adopted valuation sources whilst confirming there are no conflicts of interest when standard valuation sources are not used.

 

d) Insurance

 

Colchester arranges its insurance through a major insurance broker. This broker operates a separate investment consulting division that may recommend its clients to invest through Colchester. Insurance brokers, as regulated businesses, have information barriers in place between their insurance and consulting divisions. Colchester however takes care to operate an impartial process when negotiating its annual renewal of insurance cover. The renewal process is undertaken by Colchester’s Finance department with no representation or influence from Marketing or other client facing personnel.

 

e) Investment Research

 

Where required by regulation, Colchester pays for investment research at rates which it deems to be representative of the value of that investment research to its investment process and for the benefit of its clients. Execution venue decisions are made by a dedicated dealing team, which operates independently from the investment management team which selects and receives the investment research.

 

f) Remuneration

 

All senior investment professionals have an ownership interest in Colchester and receive competitive base salaries. Bonuses are tied to the overall profitability of Colchester, and the majority of income before compensation is distributed to those active in the business. Bonus and total compensation levels are reviewed and set annually based on contribution. For the investment staff, no set performance criteria or algorithms are used, but rather an overall assessment of work quality and commitment is made during the remuneration process.

 

g) Personal Account Dealing

 

The rules and procedures contained in this section apply to all personal dealings in “Reportable Securities” in which “Supervised Persons” (all permanent employees and any temporary or contract workers engaged by Colchester) and their Connected Persons have a “Beneficial Interest”. 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 security.

 

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Reportable Securities includes formal or informal offers to buy and sell listed or unlisted securities (such as shares, bonds and Exchange-Traded Funds), taking up a rights issue, participating in an Initial Public Offering (IPO) or limited offering, exercising conversion or subscription rights, or buying, selling, exercising or assigning an option.

 

Reportable Securities do not include:

 

Money Market instruments including bank deposit/savings accounts;
   
Foreign Exchange (spot and forward);
   
Open ended funds including Mutual Funds/Unit Trusts/UCITS;
   
Investment Trusts, if the Trust is solely invested in Mutual Funds;
   
Cryptocurrencies, excluding Cryptocurrency Derivatives and ‘Tokens’ structured as Initial Coin Offerings (ICOs);
   
Managed accounts, automatic investment plans or family trusts holding reportable securities where a Supervised Person is a beneficiary but has no direct or indirect influence or control over the decisions made to purchase or sell reportable securities therein.

 

A Connected Person of a Supervised Person can be any of the following:

 

Their spouse or civil partner;
   
Their dependent child or stepchild;
   
Their other relatives sharing the same household; or
   
Any person with whom a Supervised Person has close links.

 

Restrictions on personal transactions

 

The following prohibitions apply to personal account dealing in Reportable Securities by Supervised Persons:

 

No Supervised Person may deal or effect personal transactions in Reportable Securities unless they have signed an undertaking to comply with the provisions of Colchester’s Compliance Manual and this Code of Ethics;
   
No Supervised Person may deal for their own account with any of Colchester’s clients, unless the client is themselves an “Authorised Person” (under the Financial Services and Markets Act 2000);
   
No Supervised Person may deal, nor seek permission to deal, if they are aware that such dealing may have a direct adverse impact on, or divert the Supervised Person’s attention from or impair the performance of their duties in relation to, Colchester, its associates, a client or a colleague;
   
No Supervised Person may knowingly deal on their own account or on behalf of Colchester with a person who is an employee of another firm who is trying to evade their personal dealing rules or insider trading regulations;
   
No Supervised Person may advise or cause another person to deal in contravention of any of these rules or any insider trading regulations; and
   
No Supervised Person may sell a Reportable Security which has been held for fewer than 35 calendar days.
   

Approval for Personal Transactions

 

Supervised Persons (and their Connected Persons) may only undertake a personal transaction in Reportable Securities if the Supervised Person has sought prior written approval from the Chief Compliance Officer or their designate for the

 

Colchester Global Investors  |  May 2022 6
 

 

transaction under these procedures. Consent will generally be given where the Chief Compliance Officer is satisfied that the proposed transaction:

 

Falls outside Colchester’s current investment programme;
   
Does not present a conflict with Colchester’s or any client’s interests;
   
Does not involve securities in which trading is restricted;
   
If a sale, the security has been held for at least 35 calendar days, unless the Supervised Person or Connected Person can demonstrate emergency and unforeseen personal reasons for selling within the 35 day window, which have been evidenced to the Chief Compliance Officer and approved by the Chief Executive Officer.

 

If approval is granted, the trade must be executed within the specified approval window (24 hours unless agreed otherwise in writing) after which the approval will lapse and the Supervised Person will need to seek re-approval. After executing the transaction, a copy of the contract note must be sent to Compliance.

 

Supervised persons are encouraged to adhere to the best practice principle that all security dealing should be for long-term investment purposes rather than short-term trading profits.

 

Initial and Annual Disclosure Requirements

 

All new Supervised Persons are required to provide the Chief Compliance Officer with details of Reportable Securities held no later than 10 calendar days after they begin employment with Colchester.

 

On an annual basis, all Supervised Persons are required to sign a declaration that they have complied with the Code of Ethics (including these Personal Account Dealing Rules) over the period since their initial/last declaration. Where Reportable Securities are held, annual holdings reports are required as at 31 December, and these should be submitted to the Chief Compliance Officer within 45 days of the year end.

 

The Chief Compliance Officer reserves the right to additionally request quarterly reports from Supervised Persons and their Connected Persons.

 

h) Gifts, Hospitality, Sponsorship and Political Contributions

 

Giving to, or receiving gifts or other items of value from persons doing business or seeking to do business with Colchester may call into question the independence of that person’s judgment. Accordingly, Colchester has set limitations on this type of conduct. These limitations also apply to networking events/hospitality with external industry contacts where there may not be a clear connection with seeking to gain business, but where there still remains the potential for a perceived conflict of interest.

 

The acceptance and giving of gifts and hospitality in exchange for any business advantage is unacceptable. Extraordinary or extravagant gifts and hospitality are not permitted and must be declined or returned. Offers of payment for accommodation and travel must be declined. Compliance will seek confirmation in all cases that there is a business element to all hospitality received or given, and that there is supporting evidence that the gift or hospitality is designed to enhance the quality of service to the client or to enhance the client’s best interests. Repetitive gifts and hospitality to or from the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality to or from that person or company. Care should be taken to ensure that there is no discussion which may constitute ‘Investment Research’ unless a fee for that research has been agreed in advance.

 

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Any potential breaches of this gifts and hospitality policy will be investigated by Compliance and, if it is determined to be a breach of the Code of Ethics, will be reported to the Board.

 

Accepting Gifts and Hospitality

 

The receipt of cash gifts and cash equivalents (eg gift vouchers), of whatever value, is prohibited.

 

The acceptance of gifts and hospitality by employees in excess of £25 per person must be reported to the Chief Compliance Officer or their designate in writing as soon as possible after receipt

 

Gifts and hospitality whose approximate value is no more than £100 per person may be accepted without prior compliance approval, but are still reportable to the Chief Compliance Officer as soon as possible after receipt, unless below the de minimis

£25 per person

 

All gifts and hospitality received with a value over £100 per person requires prior approval of the Chief Compliance Officer or their designate. In the event that it only becomes apparent after the event that the the value of the gift or hospitality is over £100 per person, post approval should be requested from the Chief Compliance Officer or their designate together with an appropriate explanation, as soon as possible after receipt.

 

Hospitality received requires the host to be present, if not, the expenditure is a gift.

 

Such restrictions on accepting gifts and hospitality are consistent with Colchester’s recognition that the receipt of gifts or hospitality could compromise an employee’s duty to act in the best interests of all clients or be interpreted as bribery.

 

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

 

Giving of Gifts and Providing Hospitality

 

Employees and persons associated with Colchester (i.e. individuals or firms who perform services for or on behalf of the firm) may provide reasonable hospitality to clients/prospective clients, counterparties, third party service providers and and other external industry contacts, provided that both the employee and recipient are present and there is a business purpose for the entertainment.

 

The provision of cash gifts and cash equivalents (eg gift vouchers), of whatever value, is prohibited.

 

Any expenditure on gifts and hospitality in excess of £25 per person requires notification to the Chief Compliance Officer or their designate as soon as practicable after the expense has been incurred.

 

Any expenditure on gifts and hospitality in excess of £100 per person including business meals and sponsorship of dinners/ conferences etc, requires prior approval by the Chief Compliance Officer or their designate. In the event that it only becomes apparent after the event that the the value of the gift or hospitality is over £100 per person, post approval should be requested from the Chief Compliance Officer, together with an appropriate explanation, as soon as possible after receipt. Repetitive gifts and hospitality given to the same person or company without justifiable explanation may lead to limitations being imposed by Compliance on future gifts and hospitality Colchester is able to provide to that person or company.

 

Any expenditure must be clearly identified in expense claims or credit card statements and the employee must provide the date, description and recipient of the gift or hospitality. Such restrictions on giving gifts and hospitality are consistent with

 

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Colchester’s recognition that any transaction that could be interpreted as bribery or the provision of gifts and hospitality to attain any business advantage will not be tolerated.

 

All monetary values specified above are in £ Sterling or the equivalent in other currencies.

 

Sponsorship

 

This involves the payment of money by Colchester in order to secure the marketing and promotion of its name, products, services or image. Sponsorship may also include the provision of services or goods for the same in return.

 

All sponsorship, regardless of value, is subject to pre approval of the Chief Compliance Officer or their designate, such approval being conditional upon an evaluation of any potential conflict of interest or a potential breach of relevant inducement rules.

 

Examples of sponsorship include supporting a conference, seminar or other non-charitable event.

 

Policy on Gifts and Entertainment for ERISA Clients

 

The Employee Retirement Income Security Act of 1974 (“ERISA”) prohibits accepting fees, kickbacks, gifts, loans, money or anything of value given with the intent of influencing decision-making with respect to any employee benefit plan. Accepting or offering gifts, entertainment or other items may be viewed as influencing decision-making and is therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

 

Political Contributions

 

All non-US political contributions by employees in excess of £250 must be reported to the Chief Compliance Officer prior to being made. Non-US political contributions equal to or less than £250 should be reported to the Chief Compliance Officer within 10 days of being made.

 

Any political contributions or fundraising activity made by employees, their spouses or dependent children to US politicians, candidates, political parties, government officials, exploratory committees, candidate committees, political committees, or party committees must be pre-cleared with the Chief Compliance Officer to ensure no conflict of interest exists with Colchester’s clients or prospective clients.

 

Any proposed charitable contribution to charities headquartered in the US to be made by employees, their spouses or dependent children, which would result in their total contribution to such charity exceeding £1 million (US$2 million) (in aggregate) in the last 12 months or exceeding £5 million (US$10 million) in the last 60 rolling calendar months (e.g., the last five years) must be pre-cleared with the Chief Compliance Officer prior to being made.

 

Charitable Contributions

 

Any proposed charitable contribution to charities headquartered in the US to be made by employees, their spouses or dependent children, which would result in their total contribution to such charity exceeding £1 million (US$2 million) (in aggregate) in the last 12 months or exceeding £5 million (US$10 million) in the last 60 rolling calendar months (e.g., the last five years) must be pre-cleared with the Chief Compliance Officer prior to being made.

 

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i) Outside Business Activities

 

Colchester’s duties to its clients require Colchester’s employees to devote their professional attention to client interests above their own and those of other organisations. Accordingly, employees may not engage in any of the following outside business activities without prior written consent as set out below:

 

Be engaged in any other business;
   
Be employed or compensated by any other person for business-related activities;
   
Serve as an employee of another organisation (other than an affiliate of Colchester);
   
Serve as a general partner, managing member or in similar capacity with limited or general partnerships, LLCs or private funds (other than those managed by Colchester);
   
Engage in personal investment transactions to the extent that it diverts the employee’s attention from or impairs the performance of his or her duties in relation to the business of Colchester and its clients;
   
Have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services from which the employee might benefit or appear to benefit materially; or
   
Serve on the board of directors (or in any similar capacity) of another company.

 

If an employee joins a working group, forum or a project of an investment management industry body or trade association, in furtherance of or in connection with their duties as an employee, this does not constitute an outside business activity.

 

Should an executive director wish to engage in an outside business activity, or a non-executive director wish to hold a directorship in an organisation with a predominantly commercial objective which is not part of the group with which such director is currently engaged, they must first obtain written consent from Colchester’s Board. The group is defined for the purposes of this policy as Silchester Partners Limited and its associated companies.

 

Other employees who wish to engage in an outside business activity must first obtain written consent from the Chief Compliance Officer. The Chief Compliance Officer will consider if the outside business interest poses a potential conflict of interest and, if so, whether the potential conflict can be effectively managed/mitigated. Additionally, the Chief Compliance Officer may check the outside business activity with the CEO and may inform the employee’s line manager and HR. Any outside business activities relating to investment management activities or involving a client or prospective client require approval and consent from the Board.

 

On an annual basis, employees are required to sign a declaration that there have been no changes to their outside business interests over the period since their initial/last declaration. Compliance maintains a register of outside business activities.

 

5. Inside Information

 

As an institutional investment manager, Colchester and its investment personnel have investment discretion over large amounts of funds which, when invested or disinvested, could have a significant impact on the securities or foreign exchange markets, or more particularly, on the value of an individual security. Through its contacts with brokers, clients or market participants, it is possible that Colchester and its employees may obtain inside information. In these circumstances, the following prohibitions apply:

 

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No employee in possession of inside information about a security shall purchase or sell the security, or procure another person to purchase or sell the security, for their account, for the account of Colchester, for any client account or for the account of anyone else.
   
Employees should not discuss investment issues with other investment management companies as this may lead to the inadvertent exchange of inside information.
   
No employee shall pass on inside information to any person outside Colchester except as required in discussions with Colchester’s professional advisors.
   
No employee shall recommend the purchase or sale of a security whilst in the possession of inside information relating to that security.

 

The overriding principle is that, under no circumstances, may an employee trade or recommend trading in any security while in possession of inside information relating to that security.

 

Colchester employees should not initiate market rumours. The discovery of any such practice will result in disciplinary action against the employee concerned (in line with documented disciplinary procedures). In the event that employees receive information which they consider to be a rumour, then this information should not be passed on to or discussed with parties outside of Colchester without emphasising that the information in question is unproven and likely to be a rumour. Rumours relating to specific securities that are likely to be traded for client accounts should be reported to Compliance.

 

6. Error Policy

 

On rare occasions, an error may occur with respect to a separate client account or Fund transaction. For example, an erroneous purchase or sale of a security or other financial instrument (such as a spot or forward currency contract) may happen, or Colchester may inadvertently breach investment guidelines. When Colchester bears responsibility for the error, the firm generally seeks to place the client account or Fund concerned in a substantially similar position as it would have been in had the error not occurred; clients and Funds will be reimbursed for losses and should benefit from any gains resulting from such errors.

 

In certain circumstances, Colchester may be required to obtain the consent of its regulators (which may include but are not limited to the FCA or the SEC ), an independent fiduciary on behalf of its clients, its fund regulators and/or its insurers before resolving an error. Obtaining these consents or correcting the error may result in, among other things, delays in placing the client account or Fund in a substantially similar position as it would have been in had the error not occurred, the payment of compensatory amounts (these payments may, in certain circumstances, be paid over a period of years) and/or the suspension of the calculation of a client account’s or Fund’s net asset value.

 

Any Colchester employee who identifies an error must immediately bring it to the attention of the Chief Compliance Officer and other appropriate senior managers. Together, they should decide on what corrective action to take to protect clients and minimise their loss.

 

The Chief Compliance Officer and/or other appropriate senior managers will, where appropriate, promptly notify a client of an error affecting that client’s account, and will discuss with the affected client any additional steps to correct the error and to prevent similar errors in the future.

 

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7. Complaints

 

A complaint is defined as any communication (whether verbal or written), whether justified or not, that expresses concern about services provided by Colchester. Colchester will deal with any complaint received from a client or other source seriously and impartially.

 

All complaints must be passed to the Chief Compliance Officer who will determine if it is appropriate to treat the matter as a ‘complaint’ subject to this Policy. This determination may be based on whether the complainant or the firm which the complainant represents has suffered (or may suffer) financial loss, material distress or material inconvenience. Provided it has been established that the matter is a complaint, the Chief Compliance Officer or their designate will investigate the complaint (or ensure that the complaint is handled in an independent manner) and thereafter agree an appropriate course of action with the Chief Executive Officer. All complaints will be acknowledged promptly in writing and, unless the matter can be resolved immediately, the complainant will be kept informed of the progress of their complaint. Colchester will investigate the complaint competently, diligently and impartially, and assess the complaint fairly, consistently and promptly. Within eight weeks of receipt of the complaint, Colchester will provide the complainant with a substantive response setting out whether it accepts the complaint, what redress or remedial action it will take, or whether the complaint is rejected, in which case Colchester will give the reasons why. If the complainant has not replied to Colchester’s substantive response within a further eight weeks, Colchester will treat the complaint as closed.

 

In certain circumstances, the complainant may be eligible to take their complaint to the UK Financial Ombudsman Service or equivalent body in another jurisdiction, if the complaint is not resolved to the satisfaction of the complainant. The Chief Compliance Officer will provide those complainants who are eligible with further details of their options in this regard.

 

The Chief Compliance Officer keeps a written record of the complaint, with details of any investigation and/or action taken, for seven years from the date of receipt of the complaint.

 

8. Training and Attestation

 

a) Training on Code of Ethics

 

Colchester believes that implementing a professional ethics training programme is essential to meeting its regulatory requirements and therefore it provides mandatory in-house ethics training to all employees on an annual basis.

 

Training is undertaken using a variety of media including in-house training sessions, online training, webinars and handouts. Training topics include a review of appropriate ethical standards, applicable jurisdictional laws and regulations relating to personal account dealing, privacy and confidentiality, conflicts of interest, conduct rules, internal controls and on-boarding procedures and market conduct, among other topics.

 

The in-house training programme (including webinars) is delivered by both the Chief Compliance Officer (qualified Lawyer) and the Senior Compliance Officer (qualified Chartered Accountant), supported by senior members of the Legal and Compliance team on specific topics. Online training is provided by Thomson Reuters who have wide experience of providing ethics and other regulatory training solutions across the investment industry.

 

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The scope of employee training is subject to annual review and modification in order to ensure compliance with the highest ethical standards and regulatory requirements. Copies of all regulatory training material and evidence of employee attendance are maintained by the Compliance Department.

 

b) Violations of Code of Ethics

 

Violations should be reported immediately to the Chief Compliance Officer who will decide whether further action is required. The Chief Compliance Officer will take steps to ensure the source of information is not disclosed.

 

c) Employee Acceptance of Code of Ethics

 

All new employees must sign an acknowledgement that they have received and read a copy of the Compliance Manual and Employee Handbook and that they agree to comply with Colchester’s policies and procedures at all times, including the Code of Ethics. Each employee is responsible for maintaining familiarity with the Code of Ethics as it may be revised from time to time.

 

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EXHIBIT 99p10

 

Macquarie Investment Management

 

Delaware Funds by Macquarie

 

Optimum Fund Trust

 

Code of Ethics

 

September 8, 2020

 

Table of Contents

 

I. INTRODUCTION 1
  A. General Principles 1
  B. Your Fiduciary Duty 1
  C. Compliance with Applicable Federal Securities Laws 2
  D. Obligation to Report Violations of the Code 2
II. YOUR OBLIGATIONS AS A COVERED PERSON 2
  A. Categories of Covered Persons 2
    1. Access Person 2
    2. Investment Person 2
    3. Affiliated Person 2
  B. Immediate Family Members 2
  C. Your Obligations at Time of Hire 2
    1. Initial Holdings Report 2
    2. Use of Approved Brokers 3
    3. Disclosure of Outside Business Activities 3
    4. Disclosure of Political Contributions 3
    5. Written Acknowledgement of Receipt of Code 3
  D. Your Obligations on a Daily Basis 3
    1. Pre-clearance of Personal Securities Transactions 3
    2. Compliance with Trading Restrictions 5
    3. Pre-clearance of Political Contributions 7
    4. Obligation to Report Changes to Personal Information 8
  E. Your Obligations on a Quarterly Basis 8
    1. Quarterly Report/Certification of Transactions 8
  F. Your Obligations on an Annual Basis 8
    1. Annual Certification of Holdings 8
    2. Annual Code of Ethics Certification 8
III. FUND PERSON RESPONSIBILITIES 8
  A. Fiduciary Duty 8
  B. Reporting and Certification Requirements 8
IV. REVIEW AND ENFORCEMENT OF THE CODE 9
  A. Administration of the Code 9
  B. Review of Employee Activity 9
  C. Sanctions for Non-Compliance with Code 9
  D. Maintenance of Records 9
Glossary to the Code of Ethics 10
 
I. INTRODUCTION
       
  A. General Principles
       
  The Code of Ethics (the “Code”) is based on the principle that Macquarie Investment Management (“Macquarie”)1, its directors, officers, trustees, and employees (each, a “Covered Person” and collectively, “Covered Persons”), owe a fiduciary duty of undivided loyalty to the Delaware Funds by Macquarie and the Optimum Fund Trust (collectively, the “Funds”) and any other investment advisory client (each, a “Client” and collectively, our “Clients”) that Macquarie advises.2  In addition, the Code is based on the principle that the directors, trustees and fund-only personnel associated with the Funds (collectively, “Fund Persons”) owe a fiduciary duty of undivided loyalty to their respective Funds.  
       
  This Code sets out standards of conduct designed to address potential conflicts of interest that might arise between this fiduciary duty to Macquarie’s Clients and a Covered Person’s personal activities. Specifically, each Covered Person must avoid participating in transactions, activities, and relationships that might interfere (or appear to interfere) with making decisions in the best interests of those Clients.
       
  As a Covered Person, you are responsible for reading the Code and understanding your obligations in order to comply with its provisions. Additionally, your duty to comply with this Code includes the requirement that your personal and business activities be conducted in compliance with all other policies and procedures governing Macquarie and its affiliates. Examples of such policies include, but are not limited to, Macquarie’s Gifts and Entertainment Policy, Political Contribution (“Pay to Play”) Policy, and Insider Trading/Material Non-Public Information Policy. If you have any questions regarding the Code and its related policies or your resultant obligations and duties, please contact the Compliance Department for assistance.
       
  B. Your Fiduciary Duty
       
  Macquarie is committed to fostering a culture that promotes honesty and high ethical standards. Consequently, all Covered Persons have an obligation to conduct themselves in accordance with the following general fiduciary principles:

 

  You have a duty to place the interests of our Clients ahead of your own interests at all times;
     
  You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of our Clients, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and
     
  You must not take inappropriate advantage of your position at Macquarie.

 

 

 

1 For the purposes of this Code, all references to “Macquarie” shall be taken to mean Macquarie Management Holdings, Inc. and its subsidiaries.

 

2 Definitions of certain capitalized terms can be found in the Glossary to the Code of Ethics. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. It is important that you review and understand all of the definitions contained in the Glossary and refer back to them as necessary to understand your responsibilities under the Code.

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  Covered Persons are reminded that violations of the Code and/or any associated policies and procedures may result in disciplinary action, including fines, disgorgement of profits, and possibly suspension and/or dismissal.
   
  C. Compliance with Applicable Federal Securities Laws
       
  As a Covered Person under this Code, it is your duty to conduct all personal and professional activities in a manner that is consistent with any and all Applicable Federal Securities Laws (as defined in the Glossary to this Code (“Glossary”).  
   
  D. Obligation to Report Violations of the Code
     
  You have a duty to report violations of the Code. If you become aware of a violation of Macquarie’s Code committed by another Covered Person, you have an ongoing obligation to report that violation to the Compliance Department. It is Macquarie’s policy to protect the confidentiality of any such report made in good faith and any Covered Person reporting such a violation will not be subject to retaliation.
       
II. YOUR OBLIGATIONS AS A COVERED PERSON
       
  A. Categories of Covered Persons
   
  Upon becoming subject to the provisions of this Code, each Covered Person is assigned to one of the following three categories below based on their responsibilities and/or privileges at Macquarie:
   
    1. Access Person
       
    2. Investment Person
       
    3. Affiliated Person
       
  You will be advised of the category to which you are assigned during your initial training on this Code. It is important to know the category to which you are assigned, as belonging to a certain category may cause you to be subject to additional obligations and/or limitations under the Code. A complete definition for each category is included in the Glossary. You are encouraged to review the definitions for each category carefully, as well as any sections of the Code that may pertain only to Covered Persons assigned to your category.
       
  B. Immediate Family Members
       
  In accordance with federal securities laws, certain restrictions and limitations found within the Code are also applicable to the personal investment activities of any immediate family members that reside in your household (“Immediate Family Members”). As a Covered Person, it is your responsibility to alert your Immediate Family Members of any applicable restrictions or limitations that may impact their personal investment activities to ensure that both you and your Immediate Family Members conduct all personal investment activities in a manner consistent with the Code.
       
  C. Your Obligations at Time of Hire
       
    1. Initial Holdings Report
       
      All Access and Investment Persons must submit an initial holdings report within ten (10) calendar days of commencing employment with Macquarie or otherwise becoming an Access or Investment Person to disclose the Required Holdings Information for both their own and their Immediate Family Members’ personal
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      securities holdings. The information included in the initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the commencement of employment with Macquarie (or becoming subject to the Code).
       
    2. Use of Approved Brokers
       
      All Covered Persons, with limited exceptions, must maintain all personal brokerage accounts with approved brokerage firms (“Approved Brokers”). A list of the Approved Brokers from which Macquarie is currently able to receive such data feeds can be found on MacNet.  
       
    3. Disclosure of Outside Business Activities
       
      Covered Persons may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie without receiving prior written approval from the Compliance Department. Any such service is considered an “Outside Business Activity,” even if performed on a volunteer basis. Any existing Outside Business Activities must be disclosed at the time that you become subject to this Code and are subject to review and approval. Similarly, you have an ongoing obligation to disclose any Outside Business Activities that you undertake during your employment with Macquarie and receive written approval from the Compliance Department prior to participating in such activities.
       
    4. Disclosure of Political Contributions
       
      In addition to the Code, all Covered Persons and their Immediate Family Members are subject to Macquarie’s Political Contribution (“Pay-to-Play”) Policy. Covered Persons are required to disclose all political contributions made during the two-year period prior to the date that they become subject to this Code. This disclosure must also include all political contributions made by your Immediate Family Members during the two-year period. The information provided may be shared in the aggregate in response to requests for proposals or client information requests but will otherwise remain strictly confidential.
       
    5. Written Acknowledgement of Receipt of Code
       
      All Covered Persons are required to certify that they have received this Code within ten (10) calendar days of their hire date. You will also be required to certify your ongoing compliance with this Code on an annual basis and whenever the Code is updated.
       
  D. Your Obligations on a Daily Basis
       
    1. Pre-clearance of Personal Securities Transactions
       
      Covered Persons and their Immediate Family Members must pre-clear each personal investment transaction and receive approval for the activity prior to executing the transaction, unless the transaction is subject to an exemption from the pre-clearance requirements of the Code as outlined below.
3
      a) Duration of Approval
           
        Approval for a pre-clearance request is valid for the same day only and the trade must be executed on the same day that approval is granted. If a transaction is not executed (or is only partially completed) on the same day that you receive approval, you must repeat the pre-clearance process and receive approval on the day that you do execute (or complete) the transaction. Similarly, if the information in your pre-clearance request changes in any material way, you must resubmit your pre-clearance request prior to executing the transaction.
           
        Note: Approvals for Covered Persons located in Australia and/or Asia only are valid for execution through the 24-hour period following approval.
           
      b) Exceptions to the Pre-clearance Requirement
           
        You are not required to pre-clear and receive approval for the personal investment transaction types listed below prior to execution, although you are still responsible for complying with the reporting requirements of this Code for these transactions, as applicable.
           
        (1) Involuntary transactions
           
          The acquisition or disposition of a security 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 does not require pre-clearance under the Code.
           
        (2) Purchases or sales of exchange-traded funds (“ETFs”)
           
          ETFs are exempt from the preapproval requirements however they are subject to the reporting and holding period requirements of the Code.
           
        (3) Transactions in Managed Accounts
           
          Pre-clearance is not required for transactions made in an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control (“Managed Account”).
           
          Note: Covered Persons and their Immediate Family Members must receive approval from the Compliance Department in order to maintain a Managed Account. Additionally, you should be aware that Managed Accounts are still subject to the reporting requirements of the Code.
4
      (4) Donated Shares
         
          Pre-clearance and approval are not required for any securities that are donated to a charitable organization. However, such transactions are still subject to the reporting requirements of the Code.
         
      c) Transactions Excluded from BOTH the Pre-clearance and Approval Requirement and the Reporting Requirement
         
        All personal investment transactions by Covered Persons must be reported under the Code with a few limited exceptions. The following types of personal investment transactions are exempt from both the pre-clearance and the reporting requirements of the Code.
         
        (1) Purchases or sales of unaffiliated pooled vehicles such as open-end mutual funds, SICAVs, UCITS and other managed investment schemes.
         
          Note: Open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction.
         
        (2) Purchases or sales of direct obligations of the U.S. Government or any other national government and futures and options with respect to such obligations;
         
        (3) Purchases or sales of bank certificates of deposit, bankers acceptances, commercial paper and other high quality short-term debt instruments (having a maturity at issuance of less than 366 calendar days and rated in one of the two highest ratings categories by a nationally recognized statistical ratings organization, including repurchase agreements);
         
        (4) Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;
         
        (5) Purchases or sales of money market funds affiliated with Macquarie; and
         
        (6) Transactions in Section 529 plans.
         
    2. Compliance with Trading Restrictions
         
     

All Covered Persons and their Immediate Family Members are subject to certain trading restrictions on their personal investment activities.

         
      a) All Covered Persons – Restrictions on Trading in Macquarie Group Limited Securities
         
      Covered Persons who wish to trade Macquarie Group Limited (“MGL”) securities directly through the Macquarie Group Employee Retained Equity Plan (“MEREP”) or through a similar plan, must complete all trades during designated staff trading windows. Transactions in MGL securities must comply with all applicable MGL policies, including the MGL Trading Policy.  
5
      b) All Covered Persons – Seven (7) Calendar Day Blackout Period
           
        All Covered Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.
       
        (1) De Minimus Exception
       
          Covered Persons will be permitted a de minimis exception when requesting to trade of up to $5,000 USD per day of any security included in the Russell 3000 Index.
       
      c) Holding Periods:
     
        All Covered Persons are prohibited from engaging in activities that could be considered “market timing” in violation of Rule 22c-1 of the 1940 Act and, therefore, subject to required holding periods.
       
        (1) Access and Affiliated Persons – 60 Calendar Day General Holding Period
       
          If you are categorized as an Access Person or Affiliated Person under this Standard, you are subject to a sixty (60) calendar days holding period for most personal securities transactions. Accordingly, Access and Affiliated Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.
       
        (2) Investment Persons – 60 Calendar Day General Holding Period
       
          Investment Persons are prohibited from engaging in short term trading in their personal investment accounts that results in a profit.  Accordingly, Investment Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.
       
        (3) All Covered Persons – 60 Calendar Day Holding Period for Affiliated Mutual Funds
       
          All Covered Persons must hold any newly opened positions in Affiliated Mutual Funds for sixty (60) calendar days before the position may be closed for a profit.
       
            Note: Investment Persons, Access and Affiliated Persons are permitted to close positions at any time at a loss of 20% or greater. The loss calculation will be based upon Last-In First-Out (LIFO).
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      d) Restricted Securities
       
        Macquarie maintains a list of certain restricted securities that may not be traded by Covered Persons (the “Restricted List”). You are generally prohibited from purchasing or selling any security on the Restricted List, except that this prohibition shall not apply to:
       
          Involuntary and/or automatic transactions;
         
          Transactions made in an approved Managed Account, provided that such transactions do not reflect a prohibited pattern of conduct; and
         
          Transactions for which specific approval has been granted due to unusual or unforeseen circumstances.
         
      e) Initial Public Offerings/Private Placements
       
        (1) Investment Persons, Access and Affiliated Persons
         
          Investment Persons, Access and Affiliated Persons are prohibited from participating in initial public offerings and may only participate in a private placement with prior written permission. Additionally, an employee who purchased privately-placed securities prior to becoming subject to this Standard is required to disclose the purchases to the Compliance Department before they can participate in the consideration of an investment in the securities of that issuer or its affiliates for a Client account. In order to avoid a potential conflict of interest, any decision to invest in the issuer in question will be subject to an independent review by additional Investment Persons that do not have a personal interest in the issuer.
         
        (2) Registered Representatives
         
          All Covered Persons holding valid Financial Industry Regulatory Authority (FINRA) registrations are prohibited from participating in initial public offerings.
         
    3. Pre-clearance of Political Contributions
   
      All Covered Persons and their Immediate Family Members must submit a pre-clearance request and receive approval prior to making a political contribution. Examples of political contributions that would require pre-clearance and approval include, but are not limited to, donations of cash, stock, service or anything of value to a candidate for public office, a sitting public official, political party or a political action committee, whether at the local, state, and/or federal level. Please review Macquarie’s Pay-to-Play Policy for more information on applicable restrictions and reporting obligations for political contributions.
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    4. Obligation to Report Changes to Personal Information
       
      You have an ongoing obligation to report any changes in your personal information that may impact your obligations under this Code. Examples include changes to your personal brokerage accounts (e.g., opening or closing an account), disclosures of new outside business activities for review and approval, and changes to your address, Immediate Family Members, or other personal information.
       
  E. Your Obligations on a Quarterly Basis
       
    1. Quarterly Report/Certification of Transactions
       
      Within thirty (30) calendar days after each quarter’s end, all Covered Persons must report and certify their personal investment activity during the previous quarter. Please note that all Covered Persons are required to complete the quarterly certification each quarter, even if they did not complete any personal investment transactions during the quarter. Additionally, Covered Persons will be asked to review the list of brokerage accounts that they have previously disclosed and certify to its accuracy.
       
  F. Your Obligations on an Annual Basis
       
    1. Annual Certification of Holdings
       
      All Access and Investment Persons are required to submit an annual report of all personal investment holdings in their personal brokerage accounts and the personal brokerage accounts of their Immediate Family Members. The report must contain information that is current as of a date no more than forty-five (45) calendar days prior to the date the report is submitted and must be submitted no later than forty-five (45) calendar days after year end.
       
    2. Annual Code of Ethics Certification
       
      At least annually, all Covered Persons must review this Code in its entirety and certify to their understanding and ongoing compliance with the Code.
       
III. FUND PERSON RESPONSIBILITIES
       
  A. Fiduciary Duty
             
  All Fund Persons have an obligation to conduct themselves in accordance with the general fiduciary principles outlined above. Specifically, you have a duty to place the interests of the applicable Fund ahead of your own interests at all times; you have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of the applicable Fund, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and you must not take inappropriate advantage of your position.
       
  B. Reporting and Certification Requirements
       
  Fund Persons are not subject to the holding’s disclosure requirements outlined above nor are they required to pre-clear all personal investment transactions prior to executing a transaction. Similarly, Fund Persons are only required to submit and certify quarterly transaction reports for any personal investment transactions where, at the time of the transaction, they knew, or in the ordinary course of fulfilling their
8
  official duties should have known, that during the fifteen (15) calendar day period immediately before or after the date of the transaction, such Security was purchased or sold by an applicable Fund or Macquarie on behalf of the applicable Fund or was being considered for purchase or sale by an applicable Fund or Macquarie on behalf of the applicable Fund. Fund Persons are required to review the Code and certify to their ongoing compliance with the Code each year.
         
IV. REVIEW AND ENFORCEMENT OF THE CODE
             
  A. Administration of the Code
             
    The Code shall be administered by the Compliance Department and/or an appropriate management committee that shall include a majority of Compliance and/or Legal Department representatives. Where exceptions are granted to any provision of this Code, the rationale for such exceptions shall be documented.
             
  B. Review of Employee Activity
             
    Trading activity may be reviewed for patterns of trading that are inconsistent with the tenets of this Code. Excessive or inappropriate trading that interferes with job performance or compromises the duty that Macquarie owes to our Clients is not permitted. Patterns of excessive trading or other trading activity that is deemed to be inappropriate may lead to sanctions, including restrictions on future trading and/or other disciplinary action under the Code.
             
  C. Sanctions for Non-Compliance with Code
             
    Appropriate sanctions for a violation will include the nature and severity of the violation, the presence of any mitigating circumstances, and any previous violations that may have been committed by the Covered Person. Examples of possible sanctions include, but are not limited to, written warnings or reprimands, monetary penalties, trading freezes, suspension, and/or termination of employment.
             
  D. Maintenance of Records
             
    Macquarie will maintain all necessary books and records required to remain compliant with applicable laws and regulations. More information on specific record-keeping requirements and processes may be found in Macquarie’s record-keeping policies and procedures.
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Glossary to the Code of Ethics

 

Access Person

 

The term “Access Person” means an officer or director, or employee of a registered investment adviser, or any other person identified as a “control person” on the Form ADV or the Form BD filed by the adviser with the US Securities and Exchange Commission, as well as any employee, (1) who, in connection with his or her regular functions or duties, generates, participates in, has access to or obtains information regarding that adviser’s purchase or sale of a security by or on behalf of an advisory client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales or has access to such recommendations that are non-public; (3) who obtains or has access to information or exercises influence concerning investment recommendations made to an advisory client of that adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund for which an adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with Macquarie.

 

Affiliated Mutual Fund

 

The term “Affiliated Mutual Fund” refers to open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction. A list of Macquarie’s Affiliated Mutual Funds can be found on MacNet.

 

Affiliated Person

 

The term “Affiliated Person” means any officer, director, partner, or employee of a Macquarie Fund or any subsidiary of Macquarie Management Holdings, Inc. and any other person so designated by the Compliance Department.

 

Applicable Federal Securities Laws

 

For the purposes of the Code, the term “Applicable Federal Securities Laws” refers to any and all federal securities laws or regulations that may be applicable, including, but not limited to, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, and the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or Department of the Treasury.

 

Approved Broker

 

The term “Approved Broker” refers to a broker-dealer that is included on Macquarie’s “Approved Broker List.” Effective September 1, 2013, all new brokerage accounts opened by a Covered Person or their Immediate Family Member must be opened with a broker-dealer that can provide Macquarie with trade confirmations and other information about employee personal trading activity electronically. This list will be updated from time-to-time to reflect changing business relationships.

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Client

 

The term “Client” refers to Macquarie’s investment advisory clients, including the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other clients that Macquarie serves.

 

Compliance Department

 

The term “Compliance Department” refers to the Macquarie Compliance Department.

 

Covered Person

 

The term “Covered Person” means a person subject to the provisions of this Code. This includes Macquarie’s employees and their Immediate Family Members, such as spouses and minor children, as well as other persons designated as Covered Persons by the Compliance Department or the Code of Ethics Committee. Such persons may include some or all of the directors, officers, trustees, and employees under the control of Macquarie or its affiliated entities.

 

Fund Person

 

Any directors, trustees and fund-only personnel associated with the Delaware Funds by Macquarie and/or the Optimum Fund Trust. Fund-only personnel are considered to be those who are not employed by Macquarie or otherwise considered a Covered Person but provide services to the Funds.

 

Immediate Family Member

 

The term “Immediate Family Member” means any family member residing in the same household as a Covered Person under this Code. This includes the Covered Person’s spouse, parents and grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and sisters-in-law, daughters-in-law and sons-in-law. Adopted, half, and step family members are also included in the definition of Immediate Family Member.

 

Investment Person

 

The term “Investment Person” means a portfolio manager who, in connection with his/her regular functions or duties, makes, or participates in the making of, investment decisions affecting an investment company, and any control person who obtains information concerning the recommendation of securities for purchase or sale by a fund or an account. Any staff working in a support role to a portfolio manager, including, but not limited to, analysts and administrative assistants, are also considered to be Investment Persons. All Investment Persons are also considered Access Persons by definition.

 

Managed Account

 

The term “Managed Account” refers to an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control. All Covered Persons must request and received approval from the Compliance Department in order to maintain a Managed Account.

 

Outside Business Activity

 

The term “Outside Business Activity” means any full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie. A Covered Person who engages in such service, whether or not s/he receives compensation for doing so, will be considered to be participating in an Outside Business Activity and must disclose such service to the Compliance Department and receive approval for same.

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Required Holdings Information

 

Certain information regarding your personal securities holdings is required to be reported. Such reports must include the date and nature of the transaction, identify the security transacted, the price at which the transaction was effected, the broker through which the transaction was effected and the date in which the Access or Investment Person submitted the report.

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EXHIBIT 99p11

 

 
   

Code of Ethics

Adoption: May 1, 1981

Last Revision: June 11, 2021

GMO LLC and related entities1

(collectively, “GMO”)

 

I.Overview and Summary Charts

 

GMO and its affiliates have adopted this Code of Ethics in order to reflect the values of the firm and to fulfill the firm’s regulatory obligations.2 Because the regulations are complex and technical, a number of terms are defined in Exhibit A and appear in the Code capitalized.

 

The following chart provides an overview of some key rules under the Code and some common exceptions. This is only an overview and there are other rules and exceptions. Each Access Person is responsible for reading, understanding, and complying with this Code in its entirety.

 

Five Basic Rules Common Exceptions

Basic Rule #1:

Do not trade in advance of clients

Mutual Funds

Most Exchange Traded Funds

Financial Futures

U.S. Government Securities

Money Market Instruments

Basic Rule #2:

Pre-Clear all trades

Mutual Funds

Most Exchange Traded Funds

Financial Futures

U.S. Government Securities

Money Market Instruments

Municipal Bonds

529 Plans

Basic Rule #3:

Report all trades

Mutual Funds (not GMO Managed Funds)

U.S. Government Securities

Money Market Instruments

Most 529 Plans

Basic Rule #4:

Don’t engage in short-term trading that results in a profit

Mutual Funds (not GMO Long-Term Funds)

Exchange Traded Funds

Financial Futures

U.S. Government Securities

Money Market Instruments

Municipal Bonds

Basic Rule #5:

No violation of laws, for example:

•  No Transactions on inside information;

•  No market manipulation.

None

 

 

 

1 Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australia Limited, GMO Netherlands B.V., GMO Singapore Pte. Ltd, and GMO U.K. Limited.
2 This policy is intended to comply with Rule 17j-1 of the Investment Company Act of 1940, as amended, and Rule 204a-1of the Investment Advisers Act of 1940, as amended.

 

Not for external distribution unless otherwise approved in advance by GMO’s Compliance Department.

 

The following chart provides a different overview of the Code’s operation, organized by the type of security. As with the previous chart, this is, however, only an overview of some of the rules applicable to different kinds of securities.

 

Type of Security Pre-
Clearance
Required
Prohibited if
Being Considered
for a GMO Client
Account
Subject to
Quarterly
and Annual
Reporting
Short-Term
Profiting
Restriction
Short Sales
Generally
Prohibited
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GMO Managed Funds No No Generally, yes4 Generally, yes5 Yes
Non-GMO Mutual Funds No No No No Yes
Most Exchange Traded Funds6 No No Yes No No
Closed-End Funds Yes Yes Yes Yes Yes
U.S. Government Securities No No No No Yes
Money Market Instruments No No No No Yes
Currencies and related forward contracts No No No No No
Financial Futures No No Generally, yes7 No No
Options on currencies (buying or writing) No No Generally, no8 No No
Municipal Bonds No Yes Yes No Yes
IPOs and ICOs Yes Yes Yes Yes Yes
Private Placements Yes Yes Yes Yes Yes
Most 529 Plans No N/A Generally, no9 N/A N/A
Most Other Investments Yes Yes Yes Yes Yes

 

Gifts and Entertainment Policy: GMO also has a “Gifts and Entertainment Policy” which is a separate, stand-alone document.

 

Special Rules for Access Persons of Subsidiaries; Non-Access Directors: Employees, partners, consultants and all other Access Persons are subject to all provisions of this Code unless you are an Independent Trustee of GMO Trust, or a Non-Access Director of GMO. If you are one of the following, you should also look at the related Code Supplement:

 

§Officers and Employees of GMO Australia Limited;
§Officers and Employees of GMO Netherlands B.V.;
§Officers and Employees of GMO Singapore Pte. Ltd;
§Officers and Employees of GMO U.K. Limited; and

 

 

 

3 Subject to limited exceptions (see Section 1.3), short selling is prohibited with respect to any investment held in any GMO Client Account.
4 GMO Mutual Fund and GMO hedge fund investments held in a GMO fund account custodied at State Street or in the GMO 401(k) Profit Sharing Plan (excluding the self-directed brokerage option offered in conjunction with this Plan) do not need to be entered in StarCompliance because the Compliance Department will have access to transactions data within GMO’s Performance & Recordkeeping System and the Vanguard Group “My Plan Manager” system.
5 Not applicable to funds excluded from the definition of GMO Long-Term Fund.
6 Does not include Closed-End Funds. Certain Exchange Traded Funds are subject to stricter rules. For a complete list of these Restricted Exchange Traded Funds, go to StarCompliance.
7 Futures on interest rates and currencies are exempt from the Code’s reporting requirements.
8 Non-exchange traded options on currencies are exempt from the Code’s reporting requirements.
9 See StarCompliance for a list of Reportable 529 Plans.
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§Non-Access Directors of GMO.

 

1.Prohibited Transactions

 

Access Persons and members of their Immediate Family are prohibited from engaging in the following transactions:

 

1.1.Securities Being Considered for Purchase or Sale

 

Except as provided below, any transaction in a Security being considered for purchase or sale by a GMO Client Account is prohibited. For this purpose, a Security is being considered for purchase or sale when a recommendation to purchase or sell the Security has been communicated or, with respect to the person making the recommendation, when such person seriously considers making the recommendation. The following Securities are not subject to this prohibition:

 

§Mutual Funds;
§Unrestricted Exchange Traded Funds (including short sales thereof);
§Financial Futures and short sales of Financial Futures;
§U.S. Government Securities;
§Money Market Instruments;
§Currencies, options on currencies, and forward contracts on currencies; and
§Securities held or to be acquired by a Discretionary Account.

 

Note: The formulation of purchase and sale orders generally begins before the trading desk is asked to execute the trade. GMO reserves the right to require the unwinding of personal trades that occur on or about the same time as client trades without proving that the Access Person or member of his or her Immediate Family had actual knowledge of the pending client trade.

 

1.2.Options on Securities

 

Holding, purchasing, or selling options on a Security is generally prohibited. The following Securities are not subject to this prohibition:

 

§Options received pursuant to a Non-GMO Employee Compensation Program, with prior approval from the Compliance Department;
§Options on currencies (including options on currency futures); and
§Options held or to be acquired by a Discretionary Account.

 

Options acquired in advance of initial designation as an Access Person, or received via gift, inheritance, or change in Immediate Family member status, may be held until the option is exercised on the expiration date (or the last business day prior to the expiration date). This transaction is not subject to pre-clearance but must be reported. Additionally, any transaction in a Security underlying the option (excluding IPOs, ICOs, or Private Placements) that an Access Person is contractually required to complete in connection with a third party’s exercise of an option written by the Access Person is not subject to pre-clearance but must be reported.

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1.3.Short Selling of Securities

 

Short selling Securities held (or being considered for purchase or sale) in any GMO Client Account is prohibited. The following Securities are not subject to this prohibition:

 

§Unrestricted Exchange Traded Funds;
§Financial Futures and options on currencies (including options on currency futures); and
§Securities held or to be acquired by a Discretionary Account.

 

Note: Forward contracts on currencies are not considered a short sale of either currency for purposes of this Code.

 

1.4.Short-Term Profiting

 

Except as provided below, profiting from the purchase and sale of the same or equivalent Securities within 60 calendar days (starting with the most recent purchase and working backwards, as applicable, in the 60-day period (i.e., LIFO method)) is prohibited.10 For the sake of clarity, except as otherwise noted, this prohibition also applies to short-term profiting through the use of derivatives, either alone or in combination with other Securities Transactions (e.g., terminating a single stock futures contract or entering into an offsetting futures contract) within 60 calendar days. The following Securities are not subject to this prohibition:

 

§Mutual Funds (other than GMO Long-Term Funds);
§Exchange Traded Funds;
§Financial Futures and short sales of Financial Futures;
§U.S. Government Securities;
§Money Market Instruments;
§Currencies, options on currencies (including options on currency futures), and related forward contracts;
§Securities acquired through the exercise of rights issued by an issuer to all holders of a class of its Securities, to the extent the rights were acquired in the issue;
§Securities acquired through a Non-GMO Employee Compensation Program;
§Transactions resulting from stop-loss orders (note that this does not apply to limit orders);
§Transactions that occur pursuant to an Automatic Investment Plan;
§Municipal bonds; and
§Securities held in a Discretionary Account.

 

1.5.Trading on Inside Information

 

Any transaction in a Security while in possession of material non-public information regarding the Security or the issuer of the Security is prohibited.

 

1.6.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.

 

 

 

10 This prohibition may not apply in limited circumstances approved by Compliance in advance of the applicable transaction.
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1.7.Other Illegal and/or Impermissible Transactions

 

All Access Persons and all members of their Immediate Family are required to comply with all applicable Federal Securities Laws. In addition to the prohibitions in Sections 1.5 (Trading on Inside Information) and 1.6 (Market Manipulation), Securities Transactions not in compliance with applicable Federal Securities Laws, or any other transactions deemed by the CCO to involve a conflict of interest, possible diversion of corporate opportunity, or an appearance of impropriety, are prohibited.

 

2.Pre-Clearance Requirements

 

Access Persons and members of their Immediate Family are prohibited from engaging in any Securities Transaction without prior approval of the Compliance Department unless otherwise provided below. Once obtained, pre-clearance is valid only for the day on which it is granted and the following three business days (or, in the case of a Private Placement, 30 days or such other time frame as determined by the COIC). Limit orders and stop-loss orders relating to Securities must be pre-cleared prior to establishment and prior to any modifications, including cancellations.

 

There is no exemption from pre-clearance for IPOs, ICOs, or Private Placements, even where such transactions are effected through Discretionary Accounts.

 

The following Securities Transactions are exempt from the pre-clearance requirement:

 

2.1.Transactions in Certain Securities

 

Securities Transactions involving the following instruments may be subject to the substantive prohibitions in Section 1, but they are exempt from the pre-clearance requirement:

 

§Mutual Funds;
§Unrestricted Exchange Traded Funds (including short sales thereof);
§Financial Futures and short sales of Financial Futures;
§U.S. Government Securities;
§Money Market Instruments;
§Currencies, options on currencies (including options on currency futures), and related forward contracts;
§Transactions that occur pursuant to an Automatic Investment Plan;
§Municipal bonds;
§529 Plans; and
§Any transaction in other Securities as may from time to time be designated in writing by the CCO (as directed by the COIC) on the grounds that the risk of abuse is minimal or non-existent.

 

2.2.Dividend Reinvestment, Corporate Reorganizations, Account Transfers, etc.

 

Securities Transactions involving (i) the acquisition or disposition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, the exercise of rights issued by an issuer to all holders of the same class of Securities, or other similar corporate reorganizations or distributions generally applicable to all holders

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of the same class of Securities, or (ii) shares bought or sold by a third party on a discretionary basis in connection with routine account administration without specific instruction by the Access Person (for example, shares sold to pay an advisory fee or the sale/removal of fractional shares in connection with an account transfer) are exempt from the pre-clearance and short-term profiting requirements.

 

2.3.Discretionary Accounts

 

Securities Transactions through Discretionary Accounts in Securities other than IPOs, ICOs, and Private Placements are exempt from the pre-clearance requirement.

 

2.4.De Minimis Purchases and Sales of Certain Large Cap Securities

 

Purchases or sales of less than US$25,000 of common stock, depository receipts, or preferred stock where the size of the relevant issue is greater than US$5 billion as of the date of such purchases or sales are exempt from pre-clearance. This exemption from pre-clearance may be utilized once per Security within multiple accounts during a 4-day pre-clearance period (i.e., the day pre-clearance is granted and the following three business days) so long as the total across all accounts is less than US$25,000.

 

2.5.Transactions Pursuant to Limit Orders or Stop-Loss Orders Previously Approved by Compliance Department

 

Transactions effected pursuant to limit orders or stop-loss orders already approved by the Compliance Department are exempt from pre-clearance, provided that the Access Person provides the Compliance Department with an attestation from the relevant broker stating that the broker will act solely in accordance with that limit order or stop-loss order, with no influence exercised or information supplied by the Access Person or anyone else acting on his or her behalf.

 

2.6.Transactions by Brokers to Satisfy Margin Calls or the Exercise of Written Options

 

Liquidations or purchases of Securities by a broker to satisfy margin calls or the exercise of options written by an Access Person are not subject to pre-clearance or short-term profiting restrictions, provided that the Access Person provides to the Compliance Department a letter or other documentation from the brokerage firm confirming that the liquidation or purchase was effected to satisfy applicable margin or written option requirements and was not requested by the Access Person.

 

2.7.Non-GMO Employee Compensation Program

 

The receipt of stock or options in connection with an Access Person or Immediate Family member’s employment is exempt from pre-clearance provided that the Compliance Department receives an initial attestation from the Access Person or Immediate Family member’s employer confirming that the Securities were acquired through a Non-GMO Compensation Program. This attestation can be documentation detailing the program, such as terms and entitlements, or such other documentation that is acceptable to the Compliance Department. This exemption is inclusive of participation in an employee stock purchase plan (ESPP), exercising a cash-settled option, and the acquisition of stock by exercising an option acquired in connection with an Access Person or Immediate Family member’s employment.

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The receipt of stock and options is still subject to the reporting requirements under the Code.11 Please note, the above exemption does not apply to the purchase of a Private Placement, which is required to be pre-cleared under section 4.5.3.

 

2.8.Donation of Securities to a Charity

 

Donations of Securities to charities are not subject to pre-clearance.

 

2.9.GMO Hedge Funds

 

Investments in GMO hedge funds, while subject to pre-clearance, are automatically pre-cleared when the subscription is accepted by GMO.

 

3.Reporting Requirements

 

3.1.Initial and Annual Disclosure of Personal Holdings

 

No later than 10 calendar days after initial designation as an Access Person and thereafter on an annual basis (currently expected of all Access Persons by January 30 of each year), each Access Person must report to the Compliance Department all of the following (subject to the exemptions in Section 3.3):

 

§The title, type, number of shares and principal amount of each Security (including, as applicable, any exchange ticker symbol, CUSIP, or SEDOL) in which that Access Person has any Beneficial Interest (including Securities held in Discretionary Accounts);
§The name of any broker, dealer, or bank with whom the Access Person maintains a Reportable Account; and
§The date that the report is submitted by the Access Person.

 

Both initial reports and annual reports must be based on information current as of a date not more than 30 days before the report is submitted.

 

3.2.Quarterly Reporting Requirements

 

Each Access Person must file a quarterly report with the Compliance Department no later than 30 calendar days following the end of each calendar quarter. The quarterly report shall include the following information regarding each transaction during the quarter in any Security in which the Access Person had any Beneficial Interest (subject to the exemptions in Sections 3.3 and 3.4):

 

§The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security (including, as applicable, any exchange ticker symbol, CUSIP, or SEDOL) involved;
§The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);
§The price of the Security at which the transaction was effected;

 

 

 

11 Please note that interest in stock or options that have not vested (or similar situations such as an interest in restricted stock that is subject to forfeiture) are not required to be pre-cleared or reported.
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§The name of the broker, dealer, or bank with or through which the transaction was effected;
§A certification that, with respect to each transaction effected during the quarter, the Access Person neither had confidential information nor was aware of any pending consideration of possible transactions or pending transactions in the relevant Security by GMO on behalf of a GMO client; and
§The date that the report is submitted by the Access Person.

 

In addition, with respect to any Reportable Account established during such quarter by the Access Person, the quarterly report must also include the name of the broker, dealer, or bank with whom the Access Person established the account.

 

3.3.Exemptions for Transactions in and Holdings of Certain Securities

 

Transactions in and holdings of the following instruments may be subject to the substantive prohibitions in Section 1 and/or the pre-clearance requirements in Section 2, but are exempt from the Reporting Requirements in Sections 3.1 (Initial/Annual Report) and 3.2 (Quarterly Reports):

 

§Mutual Funds (other than GMO Managed Funds).
§Futures on interest rates, futures on currencies, and non-exchange-traded options on currencies and currency futures (including short sales of any of the foregoing) (NOTE: Not all Financial Futures are covered by this exemption.);
§U.S. Government Securities;
§Money Market Instruments;
§Currencies and related forward contracts; and
§529 Plans (other than Reportable 529 Plans).

 

Please note that any Reportable Account in which transactions in the foregoing Securities are executed remains subject to the Reporting Requirements in Sections 3.1 (Initial/Annual Report) and 3.2 (Quarterly Reports).

 

3.4.Additional Exemption from Quarterly Reports

 

Transactions in the following are exempt from the quarterly transaction reporting requirement in Section 3.2 (but the results of these transactions must still be included in the annual report required by Section 3.1):

 

§Securities acquired or disposed through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, the exercise of rights issued by an issuer to all holders of the same class of Securities, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities; and
§Transactions that occur pursuant to an Automatic Investment Plan (please note that annual reporting requirements continue to apply).

 

3.5.Brokerage Confirmations

 

With respect to each Reportable Account, each Access Person must require the applicable broker, dealer, or bank to forward to the Compliance Department copies of confirmations of

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account transactions. The Compliance Department has forms that can be used for this purpose.

 

3.6.Procedures for Filing Reports

 

Please refer to StarCompliance for information regarding how to submit the reports and other information required by this Code.

 

4.Administration and Enforcement of Code of Ethics

 

4.1.General Principles

 

Any violations of the Code shall be reported promptly to the CCO.

 

The administration of this Code shall be guided by the general principle that, as an investment adviser, all GMO Advisory Entities (and all Access Persons) are fiduciaries with respect to the assets managed on behalf of various clients. Consequently, GMO holds all Access Persons responsible for:

 

§Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; and
§Compliance with applicable laws and governmental rules and regulations, including the requirement in Section 206(4) of the Advisers Act that GMO shall not engage in any act, practice, or course of business that is fraudulent, deceptive or manipulative.

 

4.2.Role of COIC; Delegation

 

The COIC is responsible for overseeing the application of this Code and has the authority to interpret this Code in the event of any ambiguities. The COIC may also recommend changes to the Code to the board of managing directors of GMO or a designated committee thereof (the “GMO Board”) and may authorize any changes in procedures recommended by the CCO. No member of the COIC or the CCO may review his or her own transactions. The COIC may delegate some or all of its authority to the CCO, whether as explicitly set forth in this Code or by specific resolution of the COIC. The CCO may, in turn, delegate any or all of his or her responsibilities hereunder to members of the Compliance Department; provided, however, that in the event that the Compliance Department is notified of any violation of this Code, the Compliance Department shall promptly notify the CCO.

 

The COIC will consider appropriate actions, if any, as described in Section 4.4 of this Code. The COIC may determine to delay the imposition of any sanctions pending review by the GMO Board, the Board of Trustees of GMO Trust, as applicable.

 

4.3.CCO Role, Investigations

 

The CCO shall recommend to the COIC such changes to procedures, if any, as the CCO may determine in his or her reasonable judgment may be necessary or appropriate to enable the detection of violations of this Code. The CCO is hereby delegated the authority to use those procedures and the reports made under this Code to investigate and detect any violations and/or potential violations of the Code. The CCO will report all violations to the COIC and shall also report such potential violations as the CCO may deem appropriate.

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4.4.Sanctions

 

If an Access Person (or a member of his or her Immediate Family) has committed a violation of the Code, the COIC or CCO may take such actions against the Access Person as the COIC or CCO deems appropriate, including a verbal warning, a formal violation letter , reversal of relevant trade(s) in question, forfeiture of any profit derived thereon, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and/or termination of the employment of the violator for cause. All findings and actions taken by the COIC or CCO with respect to violations of this Code will be reported by the CCO to the Trustees of GMO Trust (to the extent a violation is applicable to the Trust)and, with respect to material violations, to GMO’s CEO. The CEO or CCO may, in his or her discretion, notify GMO’s Board of material violations as appropriate.

 

The COIC may delegate to the CCO the authority to assess monetary penalties in amounts determined by the COIC from time to time (such delegation shall be limited to monetary penalties in amounts of US$10,000 or less).

 

4.5.Administration of Pre-clearance

 

Requests for pre-clearance will be handled in the first instance by the CCO, who shall operate in accordance with the following:

 

4.5.1.Blackout Policy

 

In general, pre-clearance requests to buy or sell a Security (or to sell the Security short) will be denied if the Security (a) was purchased or sold by any GMO Client Account within 3 calendar days prior to the date of the request, or (b) in the reasonable judgment of the CCO is being considered for purchase or sale by any GMO Client Account within 7 calendar days after the date of the request. Pre-clearance requests to sell a Security short will be denied if the underlying Security is owned by any GMO Client Account. The CCO will consult with appropriate representatives of the Investment Teams for purposes of determining whether a Security is being considered for purchase or sale.

 

4.5.2.IPOs and ICOs

 

Pre-clearance requests to purchase Securities in an IPO or ICO will generally be denied by the CCO, subject to the following exceptions: (i) new offerings of a registered open-end investment company, or (ii) any initial offering that an Access Person can demonstrate in the pre-clearance process is available and accessible to the general investing public through on-line or other means.

 

4.5.3.Private Placements

 

Pre-clearance requests to purchase Securities in a Private Placement will be processed in a manner prescribed from time to time by the CCO. At the date of adoption of this Code of Ethics, those procedures require the Access Person to complete and submit a questionnaire at least 10 calendar days before the date of requested approval.

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4.6.No Explanation Required for Refusals

 

The COIC and/or the CCO may refuse to authorize a pre-clearance request for a reason that is confidential. Neither the COIC nor the CCO is required to provide an explanation for refusing to authorize any transaction.

 

4.7.Review of Denied Pre-Clearance Requests

 

Upon written request by any Access Person, the COIC shall review any request for pre-clearance that is denied by the Compliance Department. The COIC may override a pre-clearance denial if, in its absolute discretion, it believes the proposed activity is not fraudulent or manipulative, and not inconsistent with GMO’s fiduciary standards.

 

5.Miscellaneous

 

5.1.Copies of Code; Annual Affirmation

 

Each Access Person will be provided with a copy of the Code and any amendments to the Code. Each Access Person will be required to acknowledge in writing (which may be by electronic means) receipt of the Code and any amendments to the Code.

 

At least once annually, each Access Person must affirm in writing (which may be by electronic means) that the Access Person has received, has read, understands, and has complied with the Code and any amendments thereto.

 

5.2.Review of Reports

 

The CCO shall review and maintain each Access Person’s reports filed pursuant to Section 3.

 

5.3.Availability of Reports

 

All information supplied pursuant to this Code will generally be maintained in a secure and confidential manner, but may, without notice to the relevant Access Person, be made available for inspection by the directors, trustees or equivalent persons of each GMO Entity employing the Access Person, the directors, trustees or senior management of each of GMO Trust, or other GMO Client, the COIC, the Compliance Department, the CCO, GMO Trust’s Chief Compliance Officer, the Access Person’s department manager (or designee), any party to which any investigation is referred by any of the foregoing, the SEC, any state securities commission, any attorney or agent of the foregoing, GMO Trust and any other person as may be approved by the COIC.

 

5.4.Exceptions to the Code

 

The COIC may in unusual or unforeseen circumstances grant exceptions to the requirements of the Code if the COIC finds that the proposed conduct involves negligible opportunity and/or motive for abuse. All such exceptions must be in writing and must be reported by the CCO to the Board of Trustees of GMO Trust at their next regularly scheduled meeting after the exception is granted. Exceptions granted prior to the date of this Code and identified by the CCO as being of continued relevance and validity are grandfathered.

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5.5.Inquiries Regarding the Code

 

Access Persons should direct all inquiries regarding this Code (or any other compliance-related matter) to the CCO. However, it is the personal responsibility of every Access Person to understand this Code and to comply with it (and for his or her Immediate Family to understand and comply with it).

 

5.6.Amendments to Code

 

The Board of Trustees of GMO Trust, including a majority of the Trustees of such Board who are not “interested persons” under the 1940 Act, and the board of directors of every GMO Managed Fund must approve any material amendment to the Code within six months of such change.

 

*          *          *          *          *          *          *          *          *          *

 

Special Note for Certain Officers of GMO Trust: In addition to the requirements set forth in this Code, the Principal Executive Officer and Principal Financial Officer of GMO Trust are also subject to a “Code of Ethics for Principal Executive Officer and Principal Financial Officer” adopted by the Board of Trustees of GMO Trust.

 

Special Note for Independent Trustees: Independent Trustees of GMO Trust are subject to separate code of ethics adopted by the Independent Trustees of the Trust and are exempt from all requirements under this Code.

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Exhibit A: Definitions

 

529 Plan” means a qualified tuition program (as defined in 26 U.S.C. § 529). It is a tax-advantaged savings plan or prepaid tuition plan designed to help pay for education.

 

Access Person” means, except as specifically noted otherwise:

 

(1)every employee or on-site consultant of any GMO Advisory Entity; every partner, member (excluding Class I-A, Special Class I-As, Capital Members, and Founding Members of GMO who are not active in the firm’s day-to-day operations), trustee, director or officer (or other person occupying a similar status or performing similar functions) of GMO Trust or any GMO Advisory Entity; and every other person who provides investment advice on behalf of a GMO Advisory Entity and that is subject to the supervision and control of a GMO Advisory Entity;

 

(2)every general partner, member, trustee, director, officer, employee or on-site consultant of GMO Trustor any GMO Advisory Entity (or any company in a control relationship to any GMO Mutual Fund or GMO Advisory Entity) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by a GMO Mutual Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

 

(3)every natural person in a control relationship to a GMO Mutual Fund or GMO Advisory Entity who obtains information concerning recommendations made to a GMO Mutual Fund with regard to the purchase or sale of Securities by the GMO Mutual Fund; and

 

(4)such other persons as the Compliance Department shall designate;

 

provided, however, that Independent Trustees are not Access Persons for purposes of this Code and provided further that, subject to applicable regulatory limitations, the CCO in consultation with GMO’s Legal Department may except certain persons based on various factors, which may include length of contract, physical location, and computer system access.

 

Automatic Investment Plan” is a plan that satisfies the following criteria: (1) 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 and (2) the plan, as well as any changes in allocation pursuant to the plan, has been approved in advance by the Compliance Department. An Automatic Investment Plan may include a dividend reinvestment plan, a U.K. employee pension scheme, or a 401(k) plan (if they satisfy the requirements outlined above).

 

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. An Access 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 (including Non-GMO Employee Compensation Programs), UTMA accounts, partnerships, trusts and controlling interests in corporations. 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. Such questions will be resolved in accordance with, and this definition shall be interpreted in a manner consistent

12

with, the definition of “beneficial owner” set forth in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

 

Client” means any GMO Client Account.

 

Closed-End Funds” 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.

 

Compliance Department” means the Compliance Department of Grantham, Mayo, Van Otterloo & Co. LLC. Communications required under this Code to be directed to the Compliance Department should in the first instance be directed to the CCO.

 

CCO” means the Chief Compliance Officer of Grantham, Mayo, Van Otterloo & Co. LLC.

 

COIC” means the GMO Conflicts of Interest Committee.

 

Discretionary Account” is an account that satisfies all of the following criteria: (1) the Access Person has no authority to make investment decisions with respect to the assets in the account; (2) the Access Person has arranged for quarterly certification from the third party manager stating that the relevant owner (Access Person or Immediate Family member) has not influenced the discretionary manager’s decisions during the period in question; and (3) the account is confirmed in advance by the Compliance Department to be a Discretionary Account.

 

Exchange Traded Funds”, or ETFs, means Securities that trade on a national securities exchange and hold portfolios of Securities that closely track an index, commodity, or basket of assets like an index fund. The ETF must be legally classified as an open-end investment company, unit investment trust, or depository receipt. For avoidance of doubt, Exchange Traded Funds do not include Closed-End Funds, even if the Closed-End Funds are traded on a national securities exchange. Examples of ETFs include iShares, ProShares, and SPDRs.

 

Federal Securities Laws” means the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, 1940 Act, Investment Advisers Act of 1940, Title V of Gramm-Leach-Bliley Act, USA PATRIOT Act of 2001, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

Financial Futures” means futures contracts on any of the following: (i) indexes of stocks, bonds or currencies (but excluding single stock futures); (ii) interest rates; (iii) currencies; or (iv) commodities.

 

GMO 401(k) Profit Sharing Plan” means the tax qualified 401(k) profit-sharing retirement plan offered by GMO.

 

GMO Advisory Entity” means Grantham, Mayo, Van Otterloo & Co. LLC, GMO Australia Limited, GMO Netherlands B.V., GMO Singapore Pte. Ltd, or GMO U.K. Limited.

 

GMO Client Account” means any investments managed for a client by a GMO Advisory Entity, including GMO Managed Funds, private investment accounts, ERISA pools and unregistered pooled investment vehicles.

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GMO Entity” means GMO Trust, and each GMO Advisory Entity.

 

GMO Long-Term Fund” means a GMO Managed Fund that seeks to limit frequent trading of its shares, as disclosed in its prospectus as amended from time to time. As of June 11, 2021, the GMO Long-Term Funds are all GMO Managed Funds other than the following (for the most current list please see Exhibit A of the GMO Trust Frequent Trading/Market Timing Policy and Procedures).

§GMO Asset Allocation Bond Fund
§GMO Benchmark-Free Fund
§GMO Implementation Fund
§GMO Strategic Opportunities Allocation Fund
§GMO Strategic Short-Term Fund
§GMO U.S. Treasury Fund

 

GMO Managed Fund” means any GMO Mutual Fund or non-GMO sponsored registered investment company for which a GMO Advisory Entity serves as an adviser or sub-adviser. A complete list of GMO Managed Funds is maintained in StarCompliance.

 

GMO Mutual Fund” means any series of GMO Trust.

 

ICO” means an initial offering of a cryptocurrency token to the public.12

 

Immediate Family” of an Access Person means 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 of an Access Person who resides in the same household as the Access Person; however, any of the foregoing (apart from spouses and domestic partners) who are adults should not be considered Immediate Family for this purpose unless they support the Access Person financially or are supported by the Access Person financially. Access Persons are encouraged to consult the Compliance Department with any questions regarding the definition of Immediate Family, including whether an individual is supported financially by an Access Person or financially supports an Access Person. Subject to the foregoing, Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Department determines could lead to the possible conflicts of interest or appearances of impropriety which this Code is intended to prevent. The Compliance Department may from time to time circulate such expanded definitions of this term as it deems appropriate.

 

Independent Trustee” means any trustee of GMO Trust who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of GMO Trust.

 

Investment Team” means any of the following functional investment teams of GMO: Asset Allocation, Developed Fixed Income, Emerging Country Debt, Emerging Markets Equity, Focused Equity, Global Equity, Systematic Global Macro and any other discrete investment team dedicated to a discrete asset class and/or style of investing.

 

 

 

12 The Compliance Department will review an offering to determine whether the token is an “investment contract.” See SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and other related SEC guidance. Those deemed to not be an investment contract will be out of scope of this definition and the Code.
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IPO” 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 Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Money Market Instruments” means money market instruments (as defined by Rule 2a-7 of the Investment Company Act of 1940, as amended) or their equivalents, including bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements.

 

Mutual Funds” means open-end investment companies registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (and does not include closed-end investment companies). For purposes of this code, Mutual Funds does not include Exchange Traded Funds.

 

Non-Access Director” means any person who is a director of GMO who (i) is not an officer or employee of a GMO Entity; (ii) has been designated as a Non-Access Director by the CCO (or a designee); (iii) is subject to any requirements of GMO’s “Procedures Regarding Certain Outside Directors”; and (iv) meets each of the following conditions:

 

§he or she does not have access to non-public information regarding any Client’s purchase or sale of Securities (other than shares of GMO Managed Funds), or non-public information regarding the portfolio holdings of any GMO Managed Fund;
§he or she is not involved in making Securities recommendations to Clients, and does not have access to such recommendations that are non-public; and
§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 a Security by a GMO Managed Fund, and his or her functions do not relate to the making of any recommendations with respect to such purchases or sales.

 

A list of Non-Access Directors may be found on Exhibit A of the “Procedures Regarding Certain Outside Directors”.

 

Non-GMO Employee Compensation Program” means a compensation program offered through the employer of an Access Person or their Immediate Family member.

 

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) of such Act or pursuant to Rule 504, Rule 505 or Rule 506 under such Act. This typically includes, but is not limited to, third party private/hedge funds, some real estate investments involving multiple owners, an ownership interest in a private company, or an ICO.

 

Reportable 529 Plan” means any 529 Plan for which GMO (or a control affiliate) manages the investments or strategies underlying the 529 Plan or for which GMO (or a control affiliate) manages, distributes, markets, or underwrites the 529 Plan. While not an exclusive list and while Access Persons are ultimately responsible for determining whether a 529 Plan is a Reportable 529 Plan, StarCompliance includes a list of Reportable 529 Plans as of the date of this Code.

 

Reportable Account” means, with respect to any Access Person, an account with a broker, dealer, or bank in which the Access Person has a Beneficial Interest and in which any Securities are held.

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Restricted Exchange Traded Fund” means any Exchange Traded Fund determined by the CCO, in consultation with GMO’s Investment Teams, to: (i) be likely to be used by an Investment Team; and (ii) possess attributes (e.g., limited liquidity or limited number of underlying Securities) suggesting that contemporaneous trading by Access Persons could result in a benefit to an Access Person or a detriment to any GMO client. A complete list of Restricted Exchange Traded Funds is maintained in StarCompliance.

 

SEC” means the Securities and Exchange Commission.

 

Security” means any security (as defined in Section 2(a)(36) of the 1940 Act) as well as any derivative instrument (including swaps) or other investment instrument that is traded in any public or private market. The definition in the 1940 Act is very broad and includes notes, bonds, debentures, participations in any profit sharing agreement, collateral-trust certificates, investment contracts, undivided interests in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security or on any group or index of securities, any put, call, straddle, option, or privilege entered into on a national securities exchange relating to a foreign currency “or, in general, any interest or instrument commonly known as a security.”

 

Securities Transaction” means a transaction (including both purchases and sales) in a Security in which the Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest. For avoidance of doubt, a donation of Securities to a charity is considered a Securities Transaction. In addition, certain investments may involve multiple Securities Transactions for purposes of this Code (e.g., short sale followed by buy to cover).

 

StarCompliance” means a web-based, automated, fully managed personal trading solution, accessible from GMO computer terminals via http://starcompliance.

 

Unrestricted Exchange Traded Fund” means any Exchange Traded Fund not designated as a Restricted Exchange Traded Fund.

 

U.S. Government Securities” means direct obligations of the Government of the United States.

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GMO Australia Limited Code of Ethics Supplement13

 

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the “Code”).

 

1.Australian Registered Managed Investment Schemes and Superannuation Funds

 

Australian Registered Managed Investment Schemes are publicly offered pooled investment products registered and regulated by the Australian Securities and Investment Commission (“ASIC”). Superannuation Funds are pooled superannuation investment products registered and regulated by the Australian Prudential Regulation authority (“APRA”). Purchases and sales of these publicly offered products are not subject to pre-clearance or reporting requirements under the Code.

 

2.Australia Government Securities

 

Direct obligations of the Government of Australia that do not trade on a secondary market are exempt from pre-clearance, reporting, short-term profiting restrictions, and the securities being considered for purchase or sale restriction.

 

 

 

13 As of August 1, 2019.

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GMO Netherlands B.V. Code of Ethics Supplement14

 

In addition to the GMO Code of Ethics (the “Code”), and in order to comply with the applicable Dutch rules, this supplement (the “NL Supplement”) applies to GMO Netherlands B.V. (“GMO NL”) and its Covered Persons15 to the extent these Covered Persons are also Access Persons within the meaning of the Code. Unless the context expressly provides otherwise, capitalized words and expressions used in this supplement shall have the meaning given to them in the list of definitions of the Handbook of GMO NL or the Code.

 

I.Application

 

Where the Code conflicts with the NL Supplement, applicable Dutch rules (including the Market Abuse Regulation16), regulations and public policies, the NL Supplement, and/or GMO NL policies shall prevail.

 

Covered Persons will only be involved in the investment services (i) reception and transmission of client orders and (ii) investment advice and will not be engaged in the actual execution of orders and the investments transactions on behalf of clients. Generally, Covered Persons are not expected to receive insider information from GMO LLC and its affiliates in the course of their daily activities.

 

To the extent the Covered Persons are personally participating in the GMO Funds17 or otherwise performing transactions not in the course of their tasks and responsibilities under their employment contract with GMO NL, the rules referred to in Chapter II of this supplement may be relevant.

 

II.Personal Transactions

 

Legal Framework

 

§Article 16 (2) MiFID II
§Article 28 and 29 MiFID II DR 2017/565

 

Definition

 

A “Personal Transaction” within the meaning of the NL Supplement is a trade in a financial instrument effected by or on behalf of a Relevant Person,18 where at least one of the following criteria are met:

 

 

 

14 As of March 10, 2020.
15 “Covered Persons” are all employees of GMO NL, members of its management board (the “Board”) and temporary employees of GMO NL, including insourced employees of GMO NL.
16 Regulation (EU) No 596/2014.
17 The investment funds (both UCITS and AIFs) managed by the GMO Fund Managers as defined in the GMO NL Handbook.
18 A “Relevant Person” in relation to GMO NL, means any of the following:
(a) a director, partner or equivalent, manager or tied agent of GMO NL;
(b) a director, partner or equivalent, or manager of any tied agent of GMO NL;
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(a)the Relevant Person is acting outside the scope of the activities he/she carries out in his/her professional capacity;
(b)the trade is carried out for the account of any of the following persons:
(i)the Relevant Person;
(ii)any person with whom he has a family relationship, or with whom he has close links;
(iii)a person in respect of whom the Relevant Person 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.

 

Exemptions Applicable to Personal Transactions

 

Personal Transactions pursuant to a discretionary management service are exempt from pre-clearance requirements. Personal Transactions in undertakings for collective investments in transferable securities (UCITS) or alternative investment funds (AIFs), where the relevant person and any other person for whose account the Personal Transactions are effected are not involved in the management of the respective funds, are exempt from pre-clearance, reporting, and short-term profiting requirements. These exemptions are in accordance with Article 29(6) MiFID II DR 2017/565.

 

III.Special Rules for Certain Investments

 

A.Netherlands Government Securities

 

Direct obligations of the Government of the Netherlands that do not trade on a secondary market are exempt from pre-clearance, reporting, short-term profiting restrictions, and the securities being considered for purchase or sale restriction.

 

B.Netherlands Employee Pension Schemes

 

Investments in Netherlands’ collective pension schemes are exempt from the pre-clearance, reporting, and short-term profiting restrictions, provided they are invested in collective investment vehicles and not equity or debt securities of individual companies.

 

IV.Enforcement of the Code

 

In deviation of the Code, the relevant and competent supervisor in relation to the rules on market abuse and Personal Transactions by Covered Persons is the Netherlands Authority for the Financial Markets.

 

Where the Code mentions the possibility of imposing monetary penalties to Covered Persons acting in violation of the Code, such authority to impose monetary penalties extends so far as permitted under Dutch labour law.19

 

 

 

(c) an employee of GMO NL or of a tied agent of GMO NL, as well as any other natural person whose services are placed at the disposal and under the control of GMO NL or a tied agent of the firm and who is involved in the provision by GMO NL of investment services and activities;
  (d) a natural person who is directly involved in the provision of services to GMO NL or to its tied agent under an outsourcing arrangement for the purpose of the provision by the firm of investment services and activities.
 19 For example, please refer to Article 7:650 of the Dutch Civil Code.
19

GMO Singapore Pte. Ltd Code of Ethics Supplement20

 

The following policies and procedures are in addition to, and where relevant supersede the policies and procedures detailed in the GMO Code of Ethics (the “Code”).

 

1.Singapore Government Securities

 

Direct obligations of the Government of Singapore that do not trade on a secondary market are exempt from pre-clearance, reporting, short-term profiting restrictions, and the securities being considered for purchase or sale restriction.

 

 

 

20 As of August 1, 2019.

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GMO U.K. Limited Code of Ethics Supplement21

 

In order to comply with the Financial Conduct Authority’s personal account dealing rules and to allow for certain UK-specific investment practices, this supplement (the “UK Supplement”) has been issued to all staff of GMO U.K. Limited as a supplement to the GMO Code of Ethics (“Code”). In the event of a conflict between the Code and the UK Supplement, the UK Supplement shall govern.

 

1.Special Rules for Certain Investments and Investment Practices

 

1.1.UCITs and AIFs

 

Transactions in undertakings for collective investments in transferable securities (UCITS) or alternative investment funds (AIFs), where the relevant person and any other person for whose account the transactions are effected are not involved in the management of the respective funds, are exempt from pre-clearance, reporting, and short-term profiting requirements. These requirements are in accordance with Article 29(6) MiFID II DR 2017/565.

 

1.2.ISA’s

 

Any proposed transaction for an ISA (Individual Savings Account) must be pre-cleared unless an available exemption exists.

 

1.3.De Minimis Purchases and Sales of FTSE 100 Stocks

 

Employees may purchase or sell up to a maximum of GBP£15,000 of any FTSE 100 stock once, within a three-business day period without obtaining pre-clearance. All such transactions are subject to all other Code provisions.

 

1.4.Contracts for Differences (CFDs) and Spread Bets

 

CFDs and spread bets are not subject to the short-term profiting prohibition set forth in Section 1.4 of the Code, provided that the Security underlying the CFD or spread bet would itself be exempted from the prohibition. CFDs and spread bets are subject to all other Code provisions.

 

1.5.U.K. Government Securities

 

Direct obligations of the Governments of the United Kingdom that do not trade on a secondary market are exempt from the pre-clearance, reporting, short-term profiting, and securities being considered for purchase or sale restrictions.

 

 

 

21 As of March 10, 2020.

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1.6.UK Employee Pension Schemes

 

Investments in UK regulated pension schemes are exempt from the pre-clearance, reporting, and short-term profiting restrictions, provided they are invested in collective investment vehicles and not equity or debt securities of individual companies.

 

2.Counseling and procuring

 

If the Code precludes you from entering into any transaction, you cannot:

 

§advise or cause any other person to enter into such a transaction; or
§communicate any information or opinion to any other person,

 

if you know, or have reason to believe, that the other person will as a result enter into such a transaction or cause or advise someone else to do so.

 

This does not apply to actions that you take in the course of your employment with us. For example, the fact that you are yourself prohibited from dealing in a certain stock as a result of one of the provisions above does not necessarily mean that you are precluded from dealing for the client’s account, subject to the insider dealing legislation summarised in the GMO UK Compliance Manual.

22

GMO Non-Access Directors Code of Ethics Supplement

 

Non-Access Directors of GMO are exempt from all requirements under the GMO Code except for the following:

 

§Non-Access Directors are subject to the Code’s restrictions relating to Inside Information (see Section 1.5) and Market Manipulation (see Section 1.6);
§Non-Access Directors are subject to any personal trading restrictions and periodic reporting requirements set forth in GMO’s “Procedures Regarding Certain Outside Directors,” as may be in effect from time to time; and
§Non-Access Directors are subject to GMO’s “Gift Policy” (which is set forth in a separate stand-alone policy), except that Non-Access Directors shall not be restricted from receiving, nor required to report, gifts received from current or former clients or business associates, notwithstanding that such persons may also be clients or prospective clients of GMO.
23

EXHIBIT 99p12

 

Code of Ethics
December 2021  

 

INTRODUCTION

 

GW&K Investment Management, LLC’s (“GW&K” or the “Company” or the “Firm”) Code of Ethics (the “Code”) (i) establishes standards of business conduct and parameters for personal securities transactions that reflect the fiduciary duty of GW&K to its advisory Clients; (ii) institutes policies and procedures designed to detect and prevent activities that may undermine this fiduciary duty or create conflicts of interest; (iii) requires individuals subject to the Code to comply with applicable Federal Securities Laws; and (iv) has been adopted in compliance with Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. Accordingly, no Access Person (as defined in Section I below), shall:

 

1.Employ any device, scheme or artifice to defraud;
2.Make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
3.Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or
4.Engage in any manipulative practice.

 

Adherence to the Code is a basic condition of employment at GW&K. Failure to adhere to the Code may result in disciplinary action, including termination of employment. Any person having questions about the meaning or applicability of the Code should contact GW&K’s Legal & Compliance Department.

 

I. Definitions

 

1940 Act” - The Investment Company Act of 1940.

 

Access Person” - Any partner or employee (collectively referred to as “employee”) of GW&K who (a) has access to non-public information about the purchase or sale of securities in GW&K Client accounts or non-public information about the holdings of Client accounts or Affiliated Funds, or (b) is involved with making securities recommendations for Client accounts or has access to such recommendations. All GW&K employees are considered Access Persons for purposes of the Code. Access Persons may include part-time employees, consultants and temporary personnel as designated by the Chief Compliance Officer.

 

Affiliated Fund - Any mutual fund for which GW&K or a GW&K affiliate serves as investment adviser or sub-adviser. A list of Affiliated Funds is maintained on the Legal & Compliance page of GW&K’s Portal.

 

Affiliated Managers Group, Inc. (“AMG”)” -

GW&K is an affiliate of Affiliated Managers Group, Inc., a publicly traded global asset management company (NYSE: AMG). GW&K operates independently and autonomously, with AMG holding a majority interest in the Firm as GW&K’s institutional partner.

 

Advisers Act” - The Investment Advisers Act of 1940.

 

Beneficial Ownership” - Any instance where an Access Person or any related Covered Person can directly or indirectly derive financial interest from the ownership, purchase, or sale of a security.

 

It is considered Beneficial Ownership when securities are:

Owned by an Access Person or Covered Person solely in their name or jointly with another individual;

 

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Code of Ethics
December 2021  

 

Owned through an account or investment vehicle for benefit of an Access Person or Covered Person (i.e. IRA, trust, partnership, etc.); or
Owned directly, indirectly or jointly.

 

Business Entertainment” - An occasion where an Access Person entertains or is entertained by someone with whom GW&K has a business relationship or is looking to establish a business relationship. Entertainment may include meals, sporting, theater or music, charitable, or other ticketed events. Any item of value given or received that does not meet the definition of Business Entertainment will be considered a Gift under the Code.

 

Considered for Transaction” - A security is being considered for purchase or sale when a recommendation to purchase or sell the security in Client accounts has been communicated by a research analyst to a portfolio manager or portfolio management team.

 

Client”- Any person or entity that has an investment advisory or sub-advisory investment management agreement with GW&K, or any person or entity for which GW&K provides investment management services through a Separately Managed Account (“SMA”) Program or similar arrangement.

 

Covered Persons” – Immediate family members that are related by blood, marriage, adoption, domestic partnership or civil union and living in the same household as the Access Person. Examples include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, partner , sibling, mother-, father-, son-, daughter-, brother- or sister-in-law, or any person related by adoption who lives in the same household with the Access Person.

 

Covered Security” - All forms of stocks, bonds, convertibles, closed-end funds and exchange traded funds (“ETFs”), and any other instrument identified as a security under the Advisers Act. Private Placements, Private Funds or other Limited Offerings are also considered Covered Securities for purposes of this Policy. Covered Securities do not include shares of registered open-end mutual funds (other than Affiliated Funds), direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, cash, direct investments in cryptocurrencies (please note – Initial Coin Offerings and any security that invests in or tracks cryptocurrencies are required to be pre-cleared and reported, all ETFs, including those ETFs that invest in or track cryptocurrencies are required to be reported to the GW&K Legal & Compliance Department), commercial paper, and other money market instruments.

 

“Derivative” – A contract between two or more parties whose value is reliant upon or based on an underlying financial asset(s). Examples of derivatives for the purpose of the Code include but are not limited to futures, forwards, options, swaps, rights and warrants.

 

“Discretionary Third-Party Managed Account” - An account: (a) for which an Access Person or Covered Person has granted a trustee or a discretionary third-party manager investment authority over the account; and (b) over which the Access Person or Covered Person has no direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments.

 

Federal Securities Laws” - 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 SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

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Code of Ethics
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Gift” - Any present, favor, or gratuity to or from someone with whom GW&K has a business relationship or is seeking to establish a business relationship. Gifts do not include promotional items of nominal value with business logos (items such as pens, tee shirts, golf balls, hats, coffee mugs, umbrellas, etc.)

 

Investment Control” - Any instance where an Access Person or other Covered Person(s) can directly or indirectly initiate the purchase or sale of a Covered Security.

 

“Private Placement”, “Private Fund” or “Limited Offering” – A securities offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rules 504, 505 or 506 under the Securities Act of 1933. Examples of private placements generally include hedge funds, private real estate investment funds, direct investment or participation in private companies, Initial Coin Offerings. Access Persons and Covered Persons may not invest or participate in a private placement unless approved by the GW&K Legal & Compliance Department.

 

Maintenance Trade”- A Trade that is part of GW&K’s normal operational or client-specific account activity. Maintenance Trades include, but are not necessarily limited to, orders related to new account investing, capital additions or withdrawals, account liquidation, or tax loss trading, etc. Orders executed as part of a portfolio management decision across an entire strategy (or strategies) are NOT Maintenance Trades.

 

Outside Business Activity” - Any business or activity carried out by an employee that is outside of the employee’s regular course or scope of employment with GW&K.

 

Reportable Account” - Any account where an Access Person or Covered Person(s) have, or is capable of having, Investment Control of Covered Securities.

 

SEC” - U.S. Securities and Exchange Commission.

 

II. Standard of Conduct and General Prohibitions

 

A. Standard of Conduct

 

GW&K employees and others subject to this Code are expected to have high ethical standards, put client interests above their own and not take advantage of the management of client assets for personal benefit. The Code sets out a number of specific restrictions on personal investing designed to capture fiduciary duty and mitigate conflicts of interest; however, no set of rules and restrictions can anticipate every situation. Any activity or transaction that violates GW&K’s duty to its clients or contrary to GW&K’s employment principles is prohibited, regardless of whether it meets the technical rules found within the Code. In addition, all persons subject to this Code are required to comply with Federal Securities Laws.

 

B. General Prohibitions

 

No Access Person or other Covered Person is permitted to benefit in their personal investment account(s) from proprietary investment research nor transactions executed by GW&K on behalf of its Clients. Accordingly, no Access Person or other Covered Person shall buy or sell, directly or indirectly, any Covered Security that is (a) being Considered for Transaction or is (b) being purchased or sold in Client accounts, with the exception of Maintenance Trades.

 

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In addition, the following activities are prohibited:

 

1.Acquiring securities in any initial public offering (“IPOs”) (generally defined to include purchasing on the day of issuance).

 

2.Trading any securities while in possession of material non-public information relating to such securities.

 

Both GW&K and AMG maintain policies and procedures related to Insider Trading that all Access Persons and Covered Persons are required to follow in addition to the Code. For additional information, please review both policies which are available within GW&K’s Portal and within the Code system or contact the Legal & Compliance Department.

 

3.Trading securities on margin.

 

4.Trading Derivatives.

 

5.Engaging in short selling.

 

6.Placing Good ‘til canceled (“GTC”) orders (unless the GTC is cancelled at end of trade day).

 

7.Trading a Covered Security within 2 trading days before, the same day or 2 trading days after it is traded in GW&K Client accounts, except where only Maintenance Trades occur. The GW&K Legal & Compliance Department may allow for an exception to this restriction where the security’s market capitalization is above $10 Billion.

 

8.Investing in a Private Placement, Private Fund or other Limited Offering without prior approval from the Legal & Compliance Department.

 

9.Taking a profit from any trading activity on covered securities within a 30-day calendar window. Gains are to be calculated based on a last in, first out (“LIFO”) method for purposes of this requirement.

 

10.Using any technique, strategy or product to circumvent a restriction in the Code.

 

III. Pre-clearance Requirements, Restricted Securities, and Exemptions

 

A. Pre-clearance Requirements

 

No Access Person or Covered Person may purchase, sell, or otherwise assume or dispose Beneficial Ownership of any Covered Security without pre-clearance approval.

 

To facilitate trade pre-clearance, oversight of personal securities transactions, and certain other administrative functions in support of the Code, GW&K utilizes a third-party vendor system (“Code system”). Each Access Person is provided with credentials to login to the Code system. Unless a security type is specifically identified as exempt from pre-clearance requirements, transactions in all Covered Securities must be pre-cleared via online request within the Code system prior to execution. Approved pre-clearances are valid only for the same trading day. Any unexecuted approved transactions must be re-submitted for pre-clearance.

 

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AMG Stock and other AMG Issued Securities – In addition to these standard pre-clearance requirements, any trades in AMG stock (ticker: AMG) or other AMG Issued Securities must also be pre-cleared by AMG. Access Persons shall coordinate this pre-clearance with GW&K’s Legal & Compliance Department. Please see the AMG Insider Trading Policies and Procedures, which can be found on GW&K’s Portal and in the GW&K Code system.

 

Cautionary note for all personal investing

Access Persons and Covered Persons may not be able to sell personal investments in individual securities such as stocks and bonds for extended periods of time due to GW&K client investment activity. As such, liquidity, tax planning, market and similar risks associated with transacting in securities that are or may be held in client accounts should be considered when investing in personal trading accounts. Exemptions to the Code are expected to be rare. See section VI. of the Code for more exemption related information.

 

B. Restricted Securities

 

GW&K maintains a restricted list comprised of securities Considered for Transaction for clients, as well as other securities when warranted as determined by the GW&K Legal & Compliance Department, in order to help Access Persons and Covered Persons maintain compliance with the Code. Access Persons and Covered Persons are prohibited from trading any security that is on the restricted list. However, it is expected that Access Persons and Covered Persons will not knowingly or willfully execute personal securities transactions that violate either explicit parameters or principles of the Code if, due to technical issue or any other reason, a pre-clearance request for a security that should be restricted is approved.

 

C. Exemptions from Pre-clearance Requirements

 

The following activities are exempt from pre-clearance requirements:

 

1.Transactions in Discretionary Third-Party Managed Accounts. Please see Section IV for additional information regarding such accounts.

 

2.Trades in Exchange Traded Funds (“ETFs”).

 

NOTE: ETFs are still subject to the 30-day holding period described in Section II. B and reporting requirements of the Code.

 

3.Trades that are part of an automatic investment plan, such as a dividend reinvestment plan, where specific transactions are executed as part of a pre-determined schedule or criteria.

 

4.Trades that are part of non-voluntary corporate actions or that are otherwise executed outside the control of Access Persons or Covered Persons.

 

D. Exemptions from Pre-clearance and Reporting Requirements

 

Investments in the following are exempt from pre-clearance and reporting requirements:

 

1.Investments in open-ended mutual funds (other than Affiliated Funds).

 

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2.Investments in Direct Obligations of the Government of the United States.
   
3.Cash
   
4.Direct investments in cryptocurrencies (with the exception of Initial Coin Offerings and most securities that invests in or track cryptocurrencies which must be pre-cleared and reported to the GW&K Legal & Compliance Department)
   
5.Banker’s Acceptances.
   
6.Bank Certificates of Deposits.
   
7.Commercial Paper.
   
8.Money Market Funds.
   
9.Trades involving Affiliated Funds within the AMG/GW&K 401k Plan do not require pre-clearance or reporting as GW&K receives separate reporting from AMG as the plan sponsor.

 

IV. Discretionary Third-Party Managed Accounts

 

Access Persons and Covered Persons may maintain Discretionary Third-Party Managed 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 Section III above.

 

Disclosure Requirements for Discretionary Third-Party Managed Accounts. All Access Persons and Covered Persons who maintain Discretionary Third-Party Managed Accounts must disclose such accounts within the Code system. 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, including any affiliation or family relationship that may exist between the Access Person and the person or firm managing the account

 

Additionally, Access Persons must attest upon inception of the account and then on a periodic basis thereafter that they or associated Covered Persons do not have direct or indirect influence or control of the account, including with respect to the purchase or sale of securities, or allocation of investments.

 

Reporting Requirements for Discretionary Third-Party Managed Accounts. GW&K’s Legal & Compliance Department will require the provision of account statements for all Discretionary Third-Party Managed Accounts annually; however, additional statements may also be required to facilitate Compliance’s oversight and monitoring of such accounts.

 

In addition, the Legal & Compliance Department will periodically request attestation from the trustee or discretionary third-party manager of each Discretionary Third-Party Managed Account to confirm the account continues to be discretionary and that there have been no instances where the Access Person had direct or indirect influence or control of the account.

 

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Accounts maintained at GW&K Investment Management are not subject to the requirements outlined above if such accounts are managed in line with the applicable Firm investment strategy as applied to Client accounts in that strategy.

 

V. Reporting of Personal Covered Securities Transactions and Post-Trade Review

 

All Access Persons are required to provide periodic transaction reports to the Legal & Compliance Department for Covered Accounts. Where applicable and appropriate, the Legal & Compliance Department may assist in meeting this obligation by facilitating electronic data feeds from brokers, creating automated reports, or other means to help alleviate the administrative burden. However, in any instances where such processes are not available, Access Persons are responsible for providing the required information.

 

Reportable Accounts and Initial Holdings Report. No later than 10 days after a person becomes an Access Person, summary information of all Reportable Accounts including the type of account (e.g. Brokerage, IRA, Trust, etc.), the brokerage firm where the account is maintained, the date the Reportable Account was established, and an initial holdings report, current as of no more than 45 days of when a person becomes an Access Person must be provided to the Legal & Compliance Department.

NOTE: Any account that can hold Covered Securities, which is under Investment Control of the Access Person or Covered Persons, is required to be disclosed, even if no reportable securities are held at the time of the holdings report.

The following information shall be included in the initial holdings report:

Account name (as identified by the Access Person) and the name of the broker where the account is maintained
Security name/description
Security ticker symbol or CUSIP number
Number of shares (or principal amount)

 

The Code system is used to facilitate disclosure of reportable investment accounts and initial holdings reports.

 

New Reportable Accounts established by Access Persons after an initial holdings report are required to be disclosed to and reviewed by the Legal & Compliance Department promptly, and before any transactions in Covered Securities occur.

 

Duplicate Brokerage Confirmations and Statements. Access Persons and Covered Persons are required to direct their brokers to provide duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for each Reportable Account to GW&K. In many cases, the Legal & Compliance Department can coordinate the receipt of this information directly from brokers via the Code system.

 

Quarterly Transaction Report. No later than 30 days after the end of each calendar quarter, every Access Person must file a report with the Legal & Compliance Department describing all transactions in Covered Securities (including those in Affiliated Funds) during that period. This Quarterly Transaction Report is required to include the following information for each trade:

Trade date
Security name/description

 

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Security ticker symbol or CUSIP
Type of transaction (buy, sell, etc.)
Number of shares or principal amount
Price at which the transaction was executed
Executing broker

 

Quarterly Transaction Reports are to be completed in the GW&K Code system.

 

NOTE: Access Persons may be excused from submitting transaction reports that would duplicate information contained in trade confirmations or account statements that GW&K holds in its records, provided GW&K has received those confirmations or statements no later than 30 days after the close of the calendar quarter in which the transaction takes place.

 

Annual Holdings Report. All Access Persons must file a report with the Legal & Compliance Department that identifies all holdings in Covered Securities as of December 31 of the prior year by January 30th of each year.

The Annual Holdings Report is required to include the following information for all Reportable Accounts with Covered Securities:

Account Name (as identified by the Access Person) and the name of the broker where the account is maintained
Security name/description
Security ticker symbol or CUSIP number
Number of shares or principal amount held as of December 31.

 

Annual Holdings Reports are to be completed in the GW&K Code system.

 

In addition, Discretionary Third-Party Managed Accounts are subject to the reporting requirements outlined in Section IV.

 

Post-Trade Review - The Legal & Compliance Department will periodically review and monitor the personal investment activity of all Access Persons and Covered Persons, including reports or brokerage confirmations and statements filed in accordance with the Code.

 

VI. Exemptions from the Code

 

The Legal & Compliance Department may grant an exemption from the Code, including pre-clearance or other trading restrictions, certain reporting requirements and other Code related matters on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interest. Such requests for exemption are expected to be infrequent and approvals are expected to be rare. All requests must be submitted in writing to the Legal & Compliance Department and the reason(s) for the exemption must be stated.

 

VII. Gifts and Business Entertainment

 

Access Persons may not give or accept any Gift or Business Entertainment that:

 

is in cash or a non-cash equivalent (such as gift cards);

 

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is excessive, lavish, or otherwise outside of industry custom and practice;
creates a real or perceived conflict of interest or is intended to influence business decisions; or
is unethical or illegal

 

In general, Access Persons may not give or accept Gifts of more than de minimis value (anything of more than $100 in value as a single Gift or an annual cumulative value of $500). This limit does not apply to (i) ordinary Business Entertainment where the donor is present as a host so long as it is not so frequent to give the appearance of impropriety; or (ii) a typical holiday Gift such as a food item received by an Access Person but shared with other GW&K employees.

 

Each Access Person must report all Gifts and Business Entertainment of $50 or more to the Legal & Compliance Department for Gifts given or received in connection with the Access Person’s employment. The Legal & Compliance Department maintains records of reportable Gifts given or received by Access Persons.

 

AMG Distributors, Inc. (“AMGDI”) Registered Representatives

 

In addition to requirements under the Code, GW&K employees who are Registered Representatives of AMGDI are required to also comply with the Gifts and non-cash compensation policies maintained in AMGDI’s Supervisory Procedures Manual.

 

VIII. Political Contributions

 

All GW&K employees are prohibited from making Gifts or contributions in the name of, or on behalf, of GW&K to any political committee, candidate or party. Employees are also subject to pre-clearance requirements and contribution limits for personal political contributions as part of Firm policies and procedures. Employees should refer to GW&K’s Political Contributions and Other Restricted Payments Policy which can be found in the GW&K Compliance Manual.

 

IX. Insider Trading Policies and Procedures

 

All GW&K employees are subject to GW&K’s Insider Trading Policy and AMG’s Insider Trading Policy and Procedures, which can be found on GW&K’s Portal and within GW&K’s Code system. Employees are required to certify at least annually that they have received, read and understood these policies as well as adhered to the guidelines and restrictions therein.

 

X. Outside Business Activities

 

It is prohibited for any GW&K employee to engage in any Outside Business Activity, or be employed or compensated by any other person, or serve as an officer, director, partner or employee of another business organization or have any direct or indirect financial interest in any other organization engaged in any securities, financial or kindred business unless such person has made a disclosure and received approval from the applicable managers, and the Human Resources and Legal & Compliance Departments.

 

All employees are required to disclose their Outside Business Activities in the Code system. GW&K’s Legal & Compliance Department will review all disclosures of Outside Business Activities to ensure there are no material conflicts of interest with GW&K clients, the Firm and with the disclosing

 

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employee’s role and responsibilities at GW&K. Examples of Outside Business Activities required to be disclosed include, but are not limited to, serving on the board of directors for publicly traded companies, non-profit, endowment or charitable foundations, even if not a for-profit business and without compensation, or any activities where the employee receives compensation.

 

XI. Reporting Potential Violations, Investigation, Penalties for Violations, and Whistleblower Rules

 

A. Reporting Potential Violations

 

If any Access Person or other Covered Persons has any doubts as to the appropriateness of any activity, believe that they have violated the Code, or become aware of a violation of the Code by another individual(s), they should consult with the Chief Compliance Officer, a member of the Legal & Compliance Department, or member of the Management Committee. This includes reporting any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by GW&K, any of our employees, or any of our service providers. 

 

All are encouraged to report actual or possible violations to the Chief Compliance Officer or other members of the Legal & Compliance Department upon discovery. It is a violation of this Code to deliberately fail to report a violation by you, or deliberately withhold relevant or material information concerning a violation of this Code. If an Access Person believes the Chief Compliance Officer is acting in potential violation of the Code, the matter is to be reported to any member of GWK’s Executive or Management Committees.

 

Good faith reporting of suspected violations of Firm Policies, including this Code, by others shall not subject the reporting person to penalty, reprisal, or retaliation by GW&K or any of its employees. Please also see subsection D below for additional information on Whistleblower Rules.

 

“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 GW&K;
fraud or illegal acts involving any aspect of GW&K’s business;
material misstatements in regulatory filings, internal books and records, Clients 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 GW&K.  

 

All reports will be taken seriously, investigated promptly and appropriately, and treated with the appropriate confidentiality as determined by GW&K in light of the circumstances.

 

B. Investigation

 

The Legal & Compliance Department will investigate all potential violations of Firm policies, including the Code. In cases where the investigation is initiated by the reporting of a potential violation by an employee, the Legal & Compliance Department may update the Access Person or other Covered Persons on the status of the investigation as appropriate. In addition, the reporting individual may request an update at any time. Such investigative procedures may include notification to the Firm’s Executive and Management Committees of the violation or possible violation, and discussion of the violation or

 

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possible violation with the relevant parties to determine whether the procedures set forth in the Code were followed.  Each investigation will be documented, including the name(s) of the relevant party(ies), the date of the investigation and identification of the violation or possible violation.  The file kept on such investigation shall include all relevant records. The determination as to whether a violation has occurred will be subject to review by the Legal & Compliance Department. The Chief Compliance Officer or other members of the Legal & Compliance Department will report findings as necessary to the Executive or Management Committees. 

 

C. Penalties for Violations

 

Penalties for violations of Federal Securities Laws or Firm policies can be severe for individuals involved and their employers. A person can be subject to penalties even if they do not personally benefit from the violation. Penalties for such violations will be determined on a case-by-case basis in the discretion of the Legal & Compliance Department with input from members of the Executive or Management Committee as appropriate. While each violation is reviewed individually, certain considerations are regularly evaluated such as the nature of the violation (whether it was a failure to follow procedure such as pre-clearance, or whether there was an actual non-compliant transaction that occurred), whether there appeared to be intent to violate or circumvent the Code or other Firm policy, and whether the individual has had previous violations. The penalties may include, but are not limited to:

 

Issuance of a disciplinary memorandum or letter of reprimand;
Requiring disgorgement of profits generated from non-compliant trades;
Requiring trades to be reversed or other corrective actions at Access Person’s expense;
Suspension of personal trading privileges;
Requiring the consolidation of Reportable Accounts with certain brokers;
Suspension or termination of employment; and
Reporting to the appropriate regulatory authorities if applicable.

 

D. Whistleblower Rules

 

Nothing in this Code or in any other agreements you may have with GW&K 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 SEC (Securities Exchange Act Rules 21F-1, et seq.).

 

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. 

 

All Access Persons are encouraged (and have the responsibility) to ask questions and seek guidance from the Chief Compliance Officer, other members of the Legal & Compliance Department or senior management 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.  Members of the Legal & Compliance Department will also provide periodic training to GW&K’s Access Persons regarding the requirements of these policies and procedures. 

 

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XII. Recordkeeping Requirements

 

In accordance with Rule 17j-1 under the Investment Company Act of 1940 and Rule 204-2 under the Investment Advisers Act of 1940, the following records will be maintained by GW&K, at its principal place of business:

 

(i) a copy of the Code and all written acknowledgements of the receipt of the Code and any amendments thereto for each Access Person within the past five years;

 

(ii) a record of any violation of the Code and of any action taken as a result of such violation shall be preserved for a period of not less than five years following the end of the fiscal year in which the violation occurs;

 

(iii) a copy of each report made by an Access Person 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;

 

(iv) a record of all Access Persons, currently or within the past five years, who are or were required to make reports under the Code, or who are or were responsible for reviewing such reports pursuant to this Code; and

 

(v) a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities in Limited Offerings by Access Persons, for at least five years after the end of the fiscal year in which the approval is granted.

 

XIII. Distribution and Certification

 

Each Access Person is to (i) receive a copy of this Code at the time of employment, annually thereafter, and anytime amendments are made to the Code; and (ii) periodically certify in writing that they have received, read and understood the Code and any amendments; and (iii) will adhere to the guidelines, restrictions, and responsibilities therein.

 

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EXHIBIT 99p13

 

 

 

 

 

Income Research + Management

 

Employee Code of Ethics for Personal
Investments and Insider Trading Policy

 

July 14, 2022

 

Table of Contents

 

INTRODUCTION  
     
  Am I subject to these rules? 1
       
RULES FOR EVERYONE  
       
  1. Acknowledging your acceptance of the rules 2
  2. Complying with Federal Securities Laws 2
  3. Reporting violations to IR+M Compliance 2
  4. Pre-clearing political contributions and payments to foreign officials 2
  5. Disclosing all Covered Accounts and holdings in Covered Securities 2
  6. Disclosing new accounts and transactions in Covered Securities 4
  7. Opening new Covered Accounts while at IR+M 4
  8. Pre-Clearing trades in Covered Securities 5
  9. Pre-clearing gifts and entertainment 7
  10. Getting approval to trade in Covered Accounts owned by others 8
  11. Complying with the 60-day rule 9
  12. Pre-clearing outside activities 9
  13. Complying with IR+M Policy on Insider Trading 9
  14. Limitations on disclosure to IR+M Non-Access Shareholders 12
       
ADDITIONAL RULE FOR PORTFOLIO MANAGERS ONLY  
       
  1. Failing to recommend a trade for a Portfolio 13
       
HOW WE ENFORCE THESE POLICIES 14

 

i

 

Introduction

 

This Employee Code of Ethics for Personal Investments and Insider Trading (“Code”) is designed to ensure that employees of Income Research + Management (“IR+M”) understand and honor their fiduciary duty towards IR+M’s clients and investors while placing the interests of IR+M’s clients and investors above their own. This fiduciary responsibility applies to all client portfolios that IR+M acts as an investment adviser, as well as to all of the investment companies (registered and unregistered investment companies) advised, sub-advised, or managed by IR+M (collectively, “Portfolios”). This fiduciary duty also means never taking unfair advantage of your relationship to the Portfolios or IR+M in attempting to benefit yourself or another party, and it means never acting in a way that interferes or conflicts with the operation of the Portfolios or IR+M’s business. Any behavior that violates your fiduciary duty—or that even gives the appearance of doing so—could harm IR+M’s business and reputation.

 

Because no set of rules can anticipate every possible situation, it is important that you follow the rules in the Code not just in letter, but also in spirit. Any activity that compromises IR+M’s integrity, even if it doesn’t expressly violate a rule, has the potential to be construed as a violation and may result in scrutiny or further action from IR+M Compliance.

 

All information obtained from you under this Code will normally be kept in strict confidence by IR+M and IR+M Compliance, except that reports of transactions and other information obtained from you may be made available to the U.S. Securities and Exchange Commission or any other regulatory or self-regulatory organization or other civil or criminal authority to the extent required by law or regulation, or to the extent considered appropriate by IR+M Compliance. In addition, in the event of violations or apparent violations of the Code, this information may be disclosed to affected IR+M clients.

 

Am I subject to these rules?

 

Yes. The Code applies to all full-time IR+M Employees, part-time employees, interns, and temporary employees. “IR+M Employees” may also include temporary employees from agencies and, in some circumstances, independent contractors.

 

Some rules may also apply to other people whose relationship to you makes them a “Covered Person.” A Covered Person includes:

 

·You

 

·Your spouse, or a domestic partner1 who shares your household

 

·Any of your children, stepchildren, and grandchildren, parents, step-parents, grandparents, siblings, parents-, children-, or siblings-in-law (whether related by blood, adoption, or marriage) if such person: (i) shares your household, and (ii) is supported financially by you

 

·Anyone else deemed by IR+M Compliance to be a Covered Person

 

WHAT DO I HAVE TO DO?

 

 

 

1 A domestic partner may arise from situations including; the filing of documentation with a government agency declaring a domestic partnership; or, those created by signing an affidavit for purposes of receipt of employment benefits.

1
1.Acknowledge your acceptance of the rules

 

When you start working at IR+M, and again each year after that, you’re required to acknowledge your acceptance of the Code and its rules.

 

TO DO:

 

If you are a new Employee:

 

·   Submit the Code Acknowledgment Form within 10-days of your hire

 

If you are a current Employee:

 

·   Submit the Code Acknowledgment Form prior to the stated deadline

 

2.Comply with Federal Securities Laws

 

In addition to complying with the rules in this Code, you also need to comply with certain Federal Securities Laws2.

 

3.Report violations to IR+M Compliance

 

If you become aware of any violation of the Code, whether committed by you or others, you must promptly report the violation to IR+M Compliance.

 

TO DO:

 

·   Promptly notify IR+M Compliance of any actual or perceived violation of the Code

 

IR+M Compliance will keep confidential the identity of the person reporting a violation and no retaliation is permitted against someone who reports a violation.

 

4.Pre-clearing political contributions and payments to foreign government officials

 

Pay-to-Play Rules and the Foreign Corrupt Practice Act prohibit certain entities from making payments to government officials and candidates for office. Please refer to IR+M’s Pay-to-Play/FCPA Compliance Policy for additional information. 

 

TO DO:

 

Prior to you or your Covered Persons making a political contribution to any domestic public officials or candidate, or payment to any foreign official, you must first obtain pre-clearance from IR+M Compliance.

 

5.Disclose Covered Accounts and holdings in Covered Securities

 

 

 

2 Federal Securities Laws include, but are not limited to, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, certain provisions of the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act, and all rules established under these Acts.

2

All Employees must disclose information about their Covered Accounts and Covered Securities.

 

A “Covered Account” is:

 

·Any security account that holds, or has the potential to hold, securities; and

 

·You or a Covered Person has actual or potential investment control over the security account and/or benefits financially from the security account.

 

A “Covered Security” is:

 

  ·Any type of equity or debt security
    
  ·Any rights to acquire, dispose of or otherwise relating to the security
    
  ·Put and call options
    
  ·Warrants and convertible securities
    
  ·Any other derivative instrument based on a security

 

·Shares of mutual funds and Exchange Traded Funds (ETFs) advised or sub-advised by IR+M

 

A “Covered Security” does NOT include:

 

·Direct obligations of the United States government

 

·Money market instruments (i.e., bankers’ acceptances, bank CDs, commercial paper, high quality short-term debt instruments, and repurchase agreements)

 

·Shares of money market funds

 

·Shares of mutual funds not advised or sub-advised by IR+M

 

·Transactions in units of a Unit Investment Trust if invested exclusively in unaffiliated Funds

 

·Transactions in ETFs not sub-advised by IR+M

 

TO DO:

 

New Employees:

 

Within 10-days of your hire or of being notified that the Code applies to you:

 

·  Arrange for duplicate copies of all your trade confirmations and monthly Covered Account statements to be sent to IR+M Compliance

 

·  Complete and submit an Initial Holdings Report showing all of your and your Covered Persons’ Covered Accounts and holdings of Covered Securities. If you don’t have anything to report, please use the Initial Holdings Report to tell us so.

 

·  The information contained in the Initial Holdings Report must be no older than 45 days from your date of hire or of being notified that the Code applies to you.

 

Current Employees:

 

Annually, complete and submit an Annual Holdings Report by a date specified by IR+M Compliance. The Annual Holdings Report will require you to show all of your and your Covered Persons’ Covered Accounts and holdings of Covered Securities. If you don’t have anything to report, please use the Annual Holdings Report to tell us so. The information contained in the Annual Holdings Report must be no older than 45 days from the date the report was submitted.

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6.Disclosing new Accounts and transactions in Covered Securities

 

At the end of each calendar quarter, you need to disclose to IR+M Compliance new Covered Accounts opened by you or your Covered Persons during the quarter, as well as transactions in Covered Securities you or your Covered Persons made during the quarter.

 

TO DO:

 

Complete a Quarterly Transaction Report by the earlier of the date specified by IR+M Compliance or no later than 30 days after the end of each calendar quarter. The Quarterly Transaction Report will ask if you or your Covered Persons opened a new Covered Account during the quarter and/or transacted in Covered Securities. If you or your Covered Persons did not open a new Covered Account or transacted in Covered Securities, please use the Quarterly Holdings Report to tell us.

 

7.Opening Covered Accounts while at IR+M3

 

While at IR+M, if you open a new Covered Account, it must be maintained at an IR+M approved broker.

 

TO DO:

 

·   Ask IR+M Compliance to provide you with a list of IR+M-approved brokers

 

·   Open new Covered Accounts at an IR+M-approved broker

 

·   Report newly opened Covered Accounts on the next Quarterly Transaction Report

 

·   

 

Exceptions

 

With approval from IR+M Compliance, you or a Covered Person can open a Covered Account at a financial institution other than an IR+M approved broker if any of the following apply:

 

·   It contains only securities that can’t be transferred

 

·   It exists solely for products or services that are unlike any that an IR+M-approved broker provides or advises

 

·   It exists solely because your Covered Persons’ employer also prohibits external Covered Accounts

 

·   It is managed solely by a third-party registered investment adviser

 

·   It is associated with an ESOP (employee stock option plan) or an ESPP

 

 

 

3 This requirement does not apply to part-time or temporary employees, interns, and independent contractors.

4

(employee stock purchase plan) in which a related Covered Person is the participant

 

·  It is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company in which regularly scheduled investments are made or planned

 

·  It is required by a trust agreement

 

·  It is associated with an estate of which you are the executor, but not a beneficiary, and your involvement with the account is temporary

 

·  The holdings are maintained in a retirement plan or other defined benefit or defined contribution plan that prohibits the transfer of these holdings to an IR+M-approved broker

 

·  You can show that transferring the holdings would create a significant hardship

 

TO DO:

 

·  Contact IR+M Compliance for permission to maintain an external Covered Account

 

·  Provide a current statement for each external Covered Account

 

·  For DPPs, and ESPPs (if applicable) provide the investment schedule to which regular investments are being made or will be made

 

8.Pre-Clearing trades in Covered Securities

 

You need to pre-clear trades in Covered Securities to reduce the possibility of conflicts between trades you personally make and trades made by Portfolios. When you apply for pre-clearance, you’re not just asking for approval – you’re guaranteeing that you:

 

·Don’t have any Inside Information on the security you want to trade

 

·Are not using knowledge of actual or potential Portfolio trades to benefit yourself or others

 

·Believe the trade is available to other investors on the same terms

 

·Will provide any relevant information requested by IR+M Compliance

 

Rules relating to pre-clearance

 

You and Covered Person must pre-clear all proposed orders to buy or sell a Covered Security. It’s important to understand these rules before requesting pre-clearance:

 

·   You have to apply for pre-clearance the same day you want to trade and prior to placing the trade

 

·   Pre-clearance approval is only good for one day. If you don’t use it that day, it expires

 

·  Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (orders that stay open indefinitely until the market price of a security reaches a specified price) are generally not permitted

 

·   Check the status of all orders at the end of the day and cancel any open

5

orders. If you or a Covered Person leaves an order open and it’s executed the next day (or later), it will generate a violation

 

·  Unless an exception applies or IR+M Compliance determines otherwise, these pre-clearance rules apply to all your Covered Accounts, including accounts at an IR+M-approved broker and any other brokerage accounts

 

Prohibited Trades

 

You or your Covered Persons may not transact in any Covered Security that is:

 

·  Issued by a client for a period of fifteen (15) days after you meet with that client

 

·  Purchased or sold on behalf of a Portfolio within the previous five (5) business days. This provision does not apply to simultaneous execution of personal accounts managed by IR+M and client trades in an aggregated order

 

 

Prohibited Trading Activities

 

·  Short selling

 

·  Using derivatives to circumvent the rules

 

·  Participating in an investment club or similar entity

 

·  Using your knowledge of transactions in Portfolios to profit by the market effect of those transactions

 

·  Influencing any Portfolio to act for the benefit of any other party other than the Portfolio itself (e.g., influence a Portfolio trade decision in order to affect that security’s price or to advance your own interests or the interests of a third party seeking to have a business relationship with IR+M)

 

·   Attempting to defraud a Portfolio or the market

 

 

Exceptions

 

With the prior approval of IR+M Compliance, there are a few situations where you may be permitted to trade without pre-clearing:

 

·   Trades in a Covered Account that is professionally managed by a third party

 

·   Trades made through an automatic, regular program that has been disclosed to and approved by IR+M Compliance

 

·   The receipt or delivery of any gift of a Covered Security

 

·   When you can show repeated rejection is causing a significant hardship

 

 

TO DO:

 

·   Notify Compliance of any accounts that are professionally managed by a third party.

 

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TO DO:

 

To avoid errors and possible sanctions, use these step-by-step instructions to apply for pre-clearance:

 

1. Sign-on to Compliance Science’s Personal Trading Control Center (“PTCC”)

 

2. In your Employee Work Center, click “Trade Request” under the “Pre-clearance” tab

 

3. Read the instructions

 

4. Enter the transaction type (buy or sell)

 

5. Enter the approximate quantity of the transaction

 

6. Look-up and enter the Covered Security you want to trade

 

7. If your transaction is not a market buy or sell and something like a limit order, please provide information about the trade in the “Additional Info” box. Use this box to provide any other relevant information about the trade

 

8. Submit your request and await approval / denial from IR+M Compliance

 

9. Check the status of your order at the end of the day and cancel any orders that have not been filled

 

 

Pre-clearance requests will expire at the close of business on the day the request was submitted. If you do not execute your trade within this window, please submit another preclearance request when you are ready to execute your transaction.

 

9.Pre-clearing gifts, gratuities, and entertainment

 

You must report all entertainment, gratuities, or gifts offered to or received from broker-dealers and/or union officials. If you believe other entertainment or gifts offered or received present the appearance of a conflict of interest, please bring it to the attention of IR+M Compliance.

 

You or your Covered Persons may not seek or accept gifts, favors, preferential treatment or special arrangements of material value from any third-party (including brokers, dealers, investment advisers, banks, financial institutions or other suppliers of goods or services to IR+M), on behalf of itself or its clients as it relates to the Portfolios.

 

You may NOT accept:

 

·  Gifts that exceed $100 from the same source during the same calendar year

 

·  Entertainment of a recurring nature from the same source, or total entertainment from all sources that is deemed to be excessive by IR+M Compliance

 

·  The cost of transportation to, and lodging and meals while in, a place outside

 

7

the Boston Metropolitan area, unless the receipt of these items has been approved in advance by IR+M Compliance

 

 

You MAY accept:

 

·   Occasional dining conducted for business purposes

 

·   Occasional attendance at theater, sporting or other entertainment events

 

·   Occasional social events conducted for business purposes

 

·   Gifts that do not exceed $100 from the same source during the same calendar year

 

 

TO DO:

 

To avoid errors and possible sanctions, use these step-by-step instructions to apply for pre-clearance:

 

1. Sign-on to Compliance Science’s PTCC

 

2. In your Employee Work Center, click “Gifts & Entertainment Request” under the “Pre-clearance” tab

 

3. Read the instructions

 

4. Enter the appropriate information to the best of your ability

 

5. Submit your request and await approval / denial from IR+M Compliance

 

 

10.Getting approval to trade in Covered Accounts owned by others

 

You or your Covered Persons can’t exercise trading authority over any account that is not a reported Covered Account. With prior approval from IR+M Compliance, you can maintain and exercise trading authority over an account owned by a member of your family, even if it doesn’t fall under the definition of Covered Account. An example of trading in a Covered Account owned by others is serving as an executor of an estate.

 

Once approved, the account will be subject to the same reporting and pre-clearance rules as your Covered Accounts, and its owner(s) will be considered Covered Person(s).

 

TO DO:

 

If you are a new Employee

 

·   Take immediate steps to terminate any authority you may have to trade Covered Securities in a non-Covered Account

 

·   To request an exception from this rule, submit a request to IR+M Compliance. Don’t direct any trades in the account without written approval from IR+M Compliance

 

If you are a current Employee:

 

·   If you want to trade in an account that may qualify for an exception, submit a

 

8

request to IR+M Compliance. Don’t execute any trades in the account until you get written approval from IR+M Compliance.

 

 

11.Complying with applicable trading limits: the 60-day rule

 

Excessive personal trading is strongly discouraged. Any trade you submit for pre-clearance will be matched against any previous purchase or sale of the same Covered Security. If the Covered Security was purchased or sold within the previous sixty (60) days of the current pre-clearance request, and you are seeking to take the opposite side of the previous trade, your pre-clearance request will be denied and you will not be allowed to purchase or sell that particular Covered Security.

 

Exceptions

 

This rule doesn’t apply to the following:

 

·  Transactions made in a Covered Account that is professionally managed by a third-party investment adviser who has discretionary trading authority. To take advantage of this exception, you need written approval in advance from IR+M Compliance

 

 

12.Pre-clearing outside activities

 

To avoid any actual or perceived conflict of interest, you need to get advance approval to participate in certain activities outside of your employment at IR+M. Outside activities that need to be pre-clearance include:

 

·Serving as a director, trustee, or board member of an unaffiliated company or organization

 

·Serving as a trustee, executor, custodian or other fiduciary, or as a private investment adviser or counselor, for any outside account. This includes serving as an executor of an estate

 

·Becoming involved in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies or organizations

 

·Any employment for compensation at an outside entity

 

TO DO:

 

Request approval from IR+M Compliance prior to participating in any covered activities

 

 

13.Complying with IR+M’s Policy on Insider Trading

 

The following is IR+M’s policy on Insider Trading and “Inside Information.” Inside Information means information about a company that is both “material” and “nonpublic.” This policy applies if you obtained the Inside Information as part of your job, or elsewhere. This policy also applies to any use of information obtained during your employment with IR+M, even if that occurs after your employment has ended. Insider trading laws impose severe sanctions for violations, and IR+M takes very seriously the need to ensure compliance with the insider trading laws and its own policies.

9

 

In order to understand and comply with this policy, you need to understand two definitions. These definitions are material” and “nonpublic.”

 

Material

 

Information is “material” if there’s a substantial likelihood that a reasonable investor would consider the information important in making his or her investment decision, or if the information could reasonably be expected to affect the price of the security. The information doesn’t need to be so important that it would have changed the investor’s decision to buy or sell.

 

Some examples of material information include:

 

·   Dividend changes

 

·   Earnings estimate (or changes to earnings estimates)

 

·   Significant merger and acquisition proposals or agreements

 

·   Major litigation

 

·   Extraordinary management developments

 

 

Nonpublic

 

Information is “nonpublic” when it has not been circulated in a manner making it available to others. Information is “public” when it has been made available to others by means such as national business and financial news services (e.g., Dow Jones, Bloomberg or Reuters), and national news services (e.g., Associated Press, New York Times or Wall Street Journal). These are only examples and information may become public in other ways.

 

 

If you are ever in doubt if information you may have is “material” or “nonpublic,” do not trade in any security issued by the company in question and do not disclose that information to anyone else. Please contact, in person, IR+M’s Chief Compliance Officer who will advise you whether the information is Inside Information.

 

How may you come into possession of Inside Information?

 

You may come into possession of Inside Information in a variety of ways. Some examples include:

 

·In the course of seeking IR+M’s agreement with a proposed corporate action, the issuer may disclose Inside Information that it believes would be pertinent to IR+M’s evaluation of that proposed action

 

·In a discussion with an issuer, you may learn information about the issuer that is Inside Information

 

·You may learn Inside Information through personal sources, such as your spouse, whose company is involved in a transaction, or even from overhearing elevator conversations
10

The fact that you have learned Inside Information does not mean that you have done anything wrong. In fact, there are situations where you could learn Inside Information about a public company as a necessary part of performing your job. At the same time, where you do not need Inside Information in order to do your job, you should try to avoid receiving it.

 

What to do when you acquire Inside Information?

 

TO DO:

 

1. IMMEDIATELY CONTACT IR+M’S CHIEF COMPLIANCE OFFICER IN PERSON

 

If you believe you have “Inside Information,” contact IR+M’s Chief Compliance Officer (“CCO”) in person. Do NOT tell anyone else about the information, including your colleagues or manager.

 

The CCO will give you instructions as to what you should do. Those instructions might include the following:

 

·   You may be told the information isn’t Inside Information and that you’re free to trade securities issued by the company in question, or disclose the information to others

 

·   You may be told the information is Inside Information and you may not disclose the information to anyone else without clearance from the CCO

 

·  You may be asked to sign a confidentiality letter or to follow additional procedures intended to prevent you from communicating the Inside Information to others

 

·    A code name for the project or company may be designated. Once a code name is designated, that code name is to be used in all written or oral communications on the subject

 

2. DON’T TRADE IN ANY SECURITIES OF THE ISSUER

 

If you have Inside Information about a company, don’t trade any security of that company until you’re informed that you are free to do so. This applies to you and your Covered Persons’ Covered Accounts and the Portfolios. If you believe the Inside Information has become public information or that it is no longer Material, contact the CCO. However, do not trade until you have received clearance to do so.

 

3. DON’T RECOMMEND ANY SECURITIES OF THE ISSUER

 

Do not recommend to anyone else that they trade, or refrain from trading, any securities of the issuer. Recommendations are prohibited even if you do not disclose the Inside Information.

 

4. DON’T DISCLOSE THE INFORMATION TO ANYONE ELSE

 

To avoid disabling IR+M and other Employees from trading in securities of an issuer when only one Employee has Inside Information, it’s often necessary to create information barriers to “wall off” those who know from those who don’t know the information. Without information barriers, the knowledge of one Employee could be imputed to IR+M as a whole. To avoid this, please following the below procedures:

 

11

 

·   Do not tell your manager

 

·   Do not tell other employees, including those who you believe need to know the information in order to do their jobs.

 

·   Do not tell anyone else outside of IR+M, including accountants, employees, or directors of the issuer.

 

5. TAKE OTHER STEPS TO PROECT THE CONFIDENTIALITY OF INSIDE INFORMATION

 

Don’t leave documents containing Inside Information at copiers, in conference rooms, or in any other place where they could be viewed by others. When such documents are not being used, please follow these helpful tips:

 

·   Store them in a secure location

 

·   Shred or discard in secure locked disposal bin

 

·   Use passwords or other means to limit access to computer material containing Inside Information

 

·  Do not discuss Inside Information in public places, such as social gatherings, hallways, open office areas, elevators, restaurants, trains, taxi cabs, other public transportation, or places where you might be overheard

 

 

Sanctions

 

Violations of this policy may also constitute violations of insider trading laws. Penalties for violating applicable laws and regulations are severe, and may include substantial fines against those who misuse Inside Information, against their supervisors and management, and against IR+M. Other sanctions possibly include jail sentences, industry bars, or a combination of these sanctions.

 

If you violate this policy, whether or not your conduct violates insider trading laws, you will be subject to disciplinary action by IR+M up to and including termination.

 

14.Limitations on disclosure to IR+M Non-Employee Shareholders

 

Do not disclose to any Non-Employee Shareholder nonpublic information regarding trading activities or investment recommendations of any Portfolio. If you believe that this information has become public, you should contact IR+M Compliance and receive an express clearance from the CCO before disclosing such information to Non-Employee Shareholders.

 

* * *

12

ADDITIONAL RULES FOR PORTFOLIO MANAGERS, TRADERS, and ANALYSTS

 

Failing to recommend a trade for a Portfolio

 

Employees who have responsibility for managing Portfolios (e.g., portfolio managers, traders, and analysts) cannot refrain from recommending or trading a suitable security for a Portfolio in order to avoid an actual or apparent conflict of interest with a transaction in that same security in one of your Covered Accounts.

 

TO DO:

 

Any time a Portfolio Manager receives directly from an issuer material information about that issuer that is publicly available, you must check to see if that information has been disclosed to IR+M. If not, you must communicate that information to IR+M Compliance before you trade any securities of that company in a Covered Account.

 

 

* * *

13

HOW WE ENFORCE THIS CODE

 

IR+M Compliance reviews all materials it receives in conjunction with the Code. If these reviews turn-up information that is incomplete, questionable, or potentially in violation of the rules of the Code, IR+M Compliance will investigate the matter and may contact you.

 

IR+M takes all Code violations seriously. You should be aware that other securities laws and regulations not addressed by the rules in this Code may also apply to you, depending on your role at IR+M.

 

This Code reflects IR+M’s desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but those situations involving even the appearance of conflicts of unethical conduct. All IR+M Employees’ and their Covered Persons’ actions and activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of our position of trust and responsibility.

 

Sanctions

 

If it is determined that you or any of your Covered Persons has violated the rules in this Code, IR+M Compliance, or another appropriate party, may take action. Sanctions for violations of this Code may include:

 

·A written warning

 

·A written note to your HR Personnel File

 

·Revocation of personal trading activity

 

·Imposition of fines

 

·Suspension of employment

 

·Demotion

 

·Termination of employment

 

·Referral to civil or criminal authorities

 

Fines

 

In light of the above listed sanctions, IR+M Compliance may assess the following minimum fines for the following violations:

 

Personal Transaction Violations

 

Failure to pre-clear a personal transaction will normally result in a fine, you having to reverse the trade and bear all costs in doing so, and a written note to your HR Personnel File. Fines will be assessed as follows:

 

·   First offense: up to $500

 

·   Second offense: up to $1,000

 

·   Third offense: up to $5,000

 

14

Pre-clearance Violations

 

Failure to pre-clear or report the following activities will normally result in a fine up to $500 and a written note to your HR Personnel File:

 

·   Outside business or fiduciary activities

 

·   Receipt of gifts or entertainment

 

·   Payments to foreign government officials

 

·   Political contributions

 

 

Reporting Violations

 

Failure to provide all required Code reports and related documentation within the stated deadlines will normally result in a fine up to $500 and a written note to your HR Personnel File.

 

 

The above referenced monetary fines must be donated to a charity of your choice. You must provide written confirmation and proof of payment.

 

Exceptions

 

If you believe you qualify for an exception to the rules in this Code, you need to get prior approval from IR+M Compliance. The way to request an exception is discussed in the text of the relevant rules of this Code. However, if you believe that you have a situation that warrants an exception and it is not discussed in this Code, please submit a written request to IR+M Compliance. Your request will be considered by IR+M Compliance in consultation with members of IR+M Senior Management, if appropriate, and you will be notified of the outcome.

 

 

Nature of these rules

 

These rules create an obligation of all IR+M Employees and their Covered Persons to IR+M and its Client’s Portfolios. These rules, however, are not a promise or contract, and may be modified at any time by IR+M Compliance. IR+M Compliance also retains the discretion to decide if any rule applies to a specific situation, how it should be interpreted, and any resulting sanction.

 

 

Legal information

 

This Code has been adopted by IR+M to: (1) comply with the provisions of Rule 17j-1 under the Investment Company Act of 1940, and the provisions of Rules 204A-1, 204-2(a)(12), and 204(a)(13) under the Investment Advisers Act of 1940; and (2) prevent violations of insider trading laws. IR+M is required to provide a copy of this Code, and any amendments to it, to all employees covered under it.

15

EXHIBIT 99p14

 

Revised March 31, 2022

 

Code of Ethics and Personal Trading Policy and Procedures

 

Contents

 

I.     Code of Ethics Policy   3  
Overview   3  
Standards of Professional Conduct   3  
Reporting Concerns & Non-Retaliation Policy   4  
Related Policies   4  
II.     Personal Trading Policy   5  
III.     Personal Trading Procedures   5  
Section 1:   Employee Monitoring Classifications   5  
Section 2:   Securities Account Maintenance   6  
Securities Accounts and Authorized Broker-Dealers   6  
Mutual Fund Only Accounts and 529 Accounts   7  
Discretionary Managed Accounts   7  
Cryptocurrency   7  
Section 3:   Preclearance Requirements   8  
Preclearance Requirements – General   8  
Preclearance Requirements – Margin Accounts and Limit Orders   8  
Preclearance Requirements – Voluntary Corporate Actions   8  
Preclearance Requirements – Gifts of Covered Securities   8  
Submitting a Preclearance Request   8  
Section 4:   General Trading and Other Restrictions   9  
Material Nonpublic Information (MNPI):   9  
Blackout Period   9  
Exceptions to the Blackout Period   9  
Investment Persons   10  
Sixty Day Mutual Fund Holding Period   10  

 

 
Code of Ethics and Personal Trading Policy and Procedures 2

 

Sixty Day Covered Security Holding Period   10  
Short Sales   10  
Excessive Trading   11  
Security Ownership   11  
Prudential Securities   11  
Employer-issued Stock Option Transactions   11  
Direct Stock Purchase Plans   11  
Options and Futures   12  
Initial Public Offerings   12  
Private Investments   12  
Restricted Lists   12  
Investment Clubs   12  
Section 5:   Additional Requirements for Designated Persons   12  
Trading Windows for Designated Persons   13  
Preclearance Requirements for Designated Persons   13  
Trading Prohibitions for Designated Persons   13  
Account Maintenance for Designated Persons   13  
Section 6:   Additional Requirements for Dual Hat Employees   14  
Section 7:   Certifications   14  
Initial and Quarterly Code of Ethics, Personal Trading Policy and Compliance Program Policies Certification   14  
Initial and Quarterly Securities Accounts Certification   14  
Quarterly Transaction Certification   14  
Initial and Annual Holdings Certifications   15  
Broker Consent   15  
Initial and Annual Information Barrier Standards Certification   15  
Other Compliance Acknowledgements and Certifications   15  
Section 8:   Exceptions   15  
Section 9:   Violations   15  
IV.     Internal Controls   16  
V.      Escalating Concerns   16  
VI.     Discipline and Sanctions   16  
Exhibit A – Glossary   17  
Exhibit B – Compliance and Reporting of Personal Transactions Matrix   20  

 

 
Code of Ethics and Personal Trading Policy and Procedures 3

 

I.Code of Ethics Policy

 

Overview

 

Rule 204A-1 under the Investment Advisers Act of 1940 as amended requires investment advisers to adopt a written code of ethics designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code of Ethics must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.

 

Jennison’s Code of Ethics and Personal Trading Policy (the “Code”) applies to all employees. Jennison (or the “Company”) expects that all employees will adhere to this Code without exception.

 

Standards of Professional Conduct

 

It is Jennison’s policy that its employees adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of the Company. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. As a fiduciary1, Jennison owes its clients a duty of honesty, good faith, and fair dealing when discharging our investment management responsibilities. It is a fundamental principle of the Company 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. It is each employee’s responsibility to ensure that we:

 

·Nurture a company culture that is highly moral and make decisions based on what is right

 

·Build lasting customer relationships by offering only those products and services that are appropriate to customers’ needs and provide fair value

 

·Maintain an environment where employees conduct themselves with courage, integrity, honesty and fair dealing at all times

 

·Ensure no individual’s personal success or business group’s bottom line is more important than preserving the name and goodwill of Jennison

 

·Regularly monitor and work to improve our ethical work environment

 

Jennison employees should use the Code, as well as the related policies and procedures, as an educational guide that is complemented by Jennison’s training protocol.

 

 

 

1 Investments Advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA.

 

 
Code of Ethics and Personal Trading Policy and Procedures 4

 

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.

 

Reporting Concerns & Non-Retaliation Policy

 

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 Concerns 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.

 

Related Policies

 

In addition to this document the following policies are designed to manage actual and potential conflicts of interest related to employees and abuse of an employee’s position of trust and responsibility.

 

·Conflicts of Interest Policy and Procedures
·Gifts and Entertainment Policy and Procedures
·Personal Conflicts and Outside Business Activities Policy and Procedures
·Political Contribution Policy and Procedures
·Safeguarding the Receipt of MNPI Policy and Procedures
·Prudential Code of Conduct – Making the Right Choices

 

 
Code of Ethics and Personal Trading Policy and Procedures 5

 

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 is 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 Jennison’s pre-approval and reporting requirements is listed in Exhibit B

 

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.Personal Trading Procedures

 

The following rules, regulations and restrictions apply to the personal security transactions of all Employees.

 

  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 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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 6

 

·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. 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. Additionally, Employees must submit documentation to the Personal Trading Compliance Team upon request to re-validate exceptions that were previously granted.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 7

 

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 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, either the Employee or the financial professional 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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 8

 

  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.

 

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.

 

Preclearance Requirements – Gifts of Covered Securities

 

Preclearance is required if Access Person or Investment Person gifts a Covered Security to a person. Preclearance is not required if Access Person or Investment Person donates a Covered Security to charity/non-profit organization that the Employee does not own or control.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 9

 

  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:

 

·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

 

 
Code of Ethics and Personal Trading Policy and Procedures 10

 

·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.

 

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 the broad based indices list maintained by the Personal Trading Compliance Team and available on PTA for your reference.

 

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, First 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.

 

A list of Affiliated Open-End Mutual Funds subject to the Sixty Day Mutual Fund Holding Period restrictions can be found in PTA.

 

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 on the broad based indices list maintained by the Personal Trading Compliance Team and available on PTA for your reference.

 

Short Sales

 

Access Persons and Investment Persons may not short Prudential related securities under any circumstances. Additionally, Access Persons and Investment Persons are prohibited from taking a short position in a security that is held in a fundamental Client account.

 

 
Code of Ethics and Personal Trading Policy and Procedures 11

 

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 preclearance 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. Investments in 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, 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.

 

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 the approval 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

 

 
Code of Ethics and Personal Trading Policy and Procedures 12

 

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 preclearance.

 

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.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 13

 

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.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 14

 

  Section 6: Additional Requirements for Dual Hat Employees

 

Access Persons who are identified as Dual Hat Employees are subject to the requirements outlined in Prudential’s Information Barrier Standards. Compliance monitors Dual Hat Employees’ personal trading activity against the restricted lists of the other Investment Sector(s). Those employees are also required to attest annually that they have complied with the Standards.

 

  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 an initial and 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

 

Additionally, all Access Persons and Investment Persons must confirm compliance with all applicable federal securities laws on a quarterly basis.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 15

 

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.

 

Initial and Annual Holdings Certifications

 

Within ten calendar days of becoming an Access Person or Investment Person and annually thereafter, all Employees must disclose their personal securities holdings in all Covered Securities.

 

This Initial and Annual 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 or an Annual Holdings Certification. All Initial and Annual 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 Information Barrier Standards Certification

 

All Access Persons and Investment Persons must receive training on Prudential’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.

 

  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

 

 
Code of Ethics and Personal Trading Policy and Procedures 16

 

appropriate.

 

In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.

 

Penalties will generally be assessed in accordance with a schedule maintained by the Personal Trading Compliance Team. 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. Disgorgement of profits and reversal of the trade may also be required for Policy violations. 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.

 

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.

 

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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 17

 

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 sub-advised 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 sub-advised 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 sub-advised by Prudential, and any investment company whose investment adviser or principal underwriter is controlled by or under common control with Prudential, including Jennison.

 

Authorized Broker-Dealer – the Authorized Broker-Dealers include:

 

·Charles Schwab
·E*TRADE
·Edward Jones
·Fidelity Investments
·Goldman Sachs
·JP Morgan Chase
·Merrill Lynch
·TD Ameritrade
·UBS Financial Services
·Vanguard
·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”).

 

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 Blackout Period also includes pending buy or sell orders in the same or equivalent security, otherwise known as an Open Order.

 

Company – Jennison Associates LLC

 

 
Code of Ethics and Personal Trading Policy and Procedures 18

 

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. Government2
·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 a state sponsor

 

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.

 

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

 

 

 

2 Includes securities that carry full faith and credit of the U.S. Government for the timely payment of principal and interest such as Ginnie Maes, U.S. Savings Bonds and U.S. Treasuries

 

 
Code of Ethics and Personal Trading Policy and Procedures 19

 

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-Volitional – Securities Account activity related to: i) transactions in approved Discretionary Managed Accounts; ii) transaction in preapproved dividend reinvestment plans; iii) transactions resulting from automatic rebalancing plans; and v) 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 Employee Compliance Manager – 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;
·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.

 

 
Code of Ethics and Personal Trading Policy and Procedures 20

 

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 Instrument3 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 Open-End Mutual Funds N Y Quarterly
  Non-Affiliated Open-End Mutual Funds, not managed by Jennison or Prudential 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)4 Y Y Quarterly
  Holders Y Y Quarterly
         
COMMODITIES Physical Commodity N N N/A
  Commodity Futures N Y Quarterly
  ETFs tracking price of a Physical Commodity Y Y Quarterly
         
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

 

 

 

3 “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.

4 Preclearance is not required for certain Covered Securities tracking broad based indices, commodities and cryptocurrency. The list of exempt securities is maintained by the Personal Trading Compliance Team and available on PTA for your reference.

 

 
Code of Ethics and Personal Trading Policy and Procedures 21

 

Investment Category/Method Sub-Category Required
Pre-
Approval
(Y/N)
Reportable
(Y/N)
If reportable,
minimum
reporting
frequency
  Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts Y Y Quarterly
  Broad Based Index Options N Y Quarterly
  Broad Based Index Futures Contracts and Options on Broad Based Index Futures Contracts 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.

 

 

EXHIBIT 99p15

 

LOOMIS, SAYLES & CO., L.P.

LOOMIS SAYLES INVESTMENTS LIMITED

LOOMIS SAYLES INVESTMENTS ASIA PTE. LTD.

 

Code of Ethics

 

  Policy on Personal Trading and
Related Activities
by Loomis Sayles Personnel
 

 

EFFECTIVE:

January 14, 2000

 

AS AMENDED:

December 16, 2020

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Table of Contents

1. INTRODUCTION 3
2. STATEMENT OF GENERAL PRINCIPLES 3
3. A FEW KEY TERMS 4
3.1. Covered Security 4
3.2. Beneficial Ownership 5
3.3. Investment Control 7
3.4. Maintaining Personal Accounts 7
4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING 8
4.1. Pre-clearance 8
4.2. Good Until Canceled and Limit Orders 10
4.3. Short Term Trading Profits 10
4.4. Restrictions on Round Trip Transactions in Loomis Advised Funds 11
4.5. Derivatives 11
4.6. Short Sales 12
4.7. Competing with Client Trades 12
4.8. Large Cap/De Minimis Exemption 13
4.9. Investment Person Seven-Day Blackout Rule 13
4.10. Research Recommendations 14
4.11. Initial Public Offerings 15
4.12. Private Placement Transactions 15
4.13. Insider Trading 16
4.14. Restricted and Concentration List 17
4.15. Loomis Sayles Hedge Funds 18
4.16. Exemptions Granted by the Chief Compliance Officer 18
5. PROHIBITED OR RESTRICTED ACTIVITIES 18
5.1. Public Company Board Service and Other Affiliations 18
5.2. Participation in Investment Clubs and Private Pooled Vehicles 19
6. REPORTING REQUIREMENTS 19
6.1. Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code 19
6.2. Brokerage Confirmations and Brokerage Account Statements 21
6.3. Quarterly Transaction Reporting and Account Disclosure 21
6.4. Annual Reporting 22
6.5. Review of Reports by Chief Compliance Officer 23
6.6. Internal Reporting of Violations to the Chief Compliance Officer 23
7. SANCTIONS 25
8. RECORDKEEPING REQUIREMENTS 25
9. MISCELLANEOUS 26
9.1. Confidentiality 26
9.2. Disclosure of Client Trading Knowledge 26
9.3. Notice to Access Persons, Investment Persons and Research Analysts as to Code Status 27
9.4. Notice to Personal Trading Compliance of Engagement of Independent Contractors 27
9.5. Questions and Educational Materials 27
2

Code of Ethics

 

  Policy on Personal Trading and
Related Activities
 

 

1.INTRODUCTION

 

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis US”), Loomis Sayles Investments Limited (“Loomis UK”) and Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Asia”) (collectively (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

 

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

 

2.STATEMENT OF GENERAL PRINCIPLES

 

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws. The Investment Management Association of Singapore’s (“IMAS’”) Code of Ethics & Standards of Professional Conduct provides that Loomis Asia (as a member of IMAS) should have in place appropriate policies and internal controls governing personal dealing and appropriate structures in place to carry out monitoring and to ensure compliance. Therefore, all employees of Loomis Asia must also comply with the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), the Financial Advisers Act, Chapter 110 of Singapore (the “Financial Advisers Act”), and all other applicable Singapore laws, rules and regulations.

 

Under the requirements of the Financial Conduct Authority (FCA), there are Conduct Rules within the Senior Managers and Certification Regime (SM&CR) with which all employees of Loomis UK must comply. These rules are designed to improve the levels of responsibility and accountability, honesty and integrity, and to act at all times with due care, skill and diligence.

 

The Code is designed to comply with all of the above regulations.

 

The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

3

Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles’ clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

 

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person’s failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non-Select Broker without proper approval as set forth in the Code.

 

It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles’ clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles’ fiduciary duty to any of its clients.

 

You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance.

 

Personal Trading Compliance, the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

 

3.A FEW KEY TERMS

 

Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms “Covered Security”, “Beneficial Ownership” and “Investment Control” as used in the Code.

 

3.1.Covered Security

 

This Code generally relates to transactions in and ownership of an investment that is a Covered Security. Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs, GDR’s, etc.), any derivative, instrument representing, or any rights relating to, a Covered Security, and any closely related security (such as certificates of participation, depository receipts, collateral–trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.

 

Additionally, the shares of any investment company registered under the Investment

4

Company Act and the shares of any collective investment vehicle (“CIV”), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate (“Reportable Funds”) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm’s intranet site under the Legal and Compliance page.

 

Explanatory Note:  While the definition of Reportable Funds encompasses funds or CIVs that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds or CIVs advised or sub-advised by Loomis Sayles (“Loomis Advised Fund”) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds and CIVs that are only subject to reporting requirements under the Code (all Reportable Funds), and those that are subject to both the reporting requirements and the aforementioned trading restrictions (Loomis Advised Funds).

 

Shares of exchange traded funds (“ETFs”) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from certain provisions of the Code (“Exempt ETFs”). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firm’s intranet site under the Legal and Compliance page.

 

Explanatory Note:  Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data.

 

All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two, prior to making an investment in a Reportable Fund or ETF.

 

It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.

 

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.

 

3.2.Beneficial Ownership

 

The Code governs any Covered Security in which an Access Person has any direct or indirect “Beneficial Ownership.” Beneficial Ownership for purposes of the Code means a direct or indirect “pecuniary interest” that is held or shared by you directly or indirectly (through any

5

contract, arrangement, understanding, relationship or otherwise) in a Covered Security. The term “pecuniary interest” in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (“SEC”) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

 

·ownership of a Covered Security by your spouse or minor children;

 

·ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

 

·ownership of a Covered Security by your other family members sharing your household (including an adult child (even if that child is currently living away at a college/university), a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

 

·your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;

 

·your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;

 

·your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

 

·your right to acquire a Covered Security through the exercise or conversion of a “derivative Covered Security.”

 

In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

 

Explanatory Note:  All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc.).

 

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

6
3.3.Investment Control

 

The Code governs any Covered Security in which an Access Person has direct or indirect “Investment Control.” The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security.

 

You should know that you are presumed under the Code to have Investment Control as a result of having:

 

·Investment Control (sole or shared) over your personal brokerage account(s);

 

·Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse’s assets (subject to the approval of the Chief Compliance Officer);

 

·Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

 

·Involvement in an Investment Club;

 

·Trustee power over an account(s); and

 

·The existence and/or exercise of a power of attorney over an account.

 

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

 

3.4.Maintaining Personal Accounts

 

All Access Persons that reside within the U.S.(“Loomis US Access Persons”), who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Baird, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Interactive Brokers, JP Morgan Chase & Co., Morgan Stanley Smith Barney, TD Ameritrade, UBS, Vanguard, or Wells Fargo (collectively, the “Select Brokers”). In addition, shares of Reportable Funds must be held through either: a Select Broker; directly through the Reportable Fund’s transfer agent, or through one or more of Loomis Sayles’ retirement plans, unless an exception to the Select Broker requirement, as described below, is granted.

 

Accounts in which the Loomis US Access Person only has either Investment Control or Beneficial Ownership; certain retirement accounts with the Loomis US Access Person’s prior employer; accounts managed by an outside adviser in which the Loomis US Access Person exercises no investment discretion; accounts in which the Loomis US Access Persons spouse is employed by another investment firm and must abide by that firm’s Code of Ethics; and/or the retirement accounts of a Loomis US Access Person’s spouse may be maintained with a firm other than the Select Brokers upon the prior written approval of Personal Trading Compliance or the Chief Compliance Officer. In these cases, Loomis US Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are

7

executed in such accounts, and statements on a monthly basis, if available, or at least quarterly for non-Select Brokers. In addition, Personal Trading Compliance or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Loomis US Access Person has a reasonable hardship for maintaining their accounts with a Select Broker.

 

Access Persons with a residence outside the U.S., are exempt from maintaining their personal accounts at a Select Broker. However, such Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly.

 

All Access Persons must receive pre-clearance approval from Personal Trading Compliance prior to the opening of any new personal accounts that can hold Covered Securities in which the Access Person has direct or indirect Investment Control or Beneficial Ownership. This includes Select Broker accounts. In addition, the opening of all reportable accounts must also be reported to Personal Trading Compliance as set forth in Section 6.2 and Section 6.3 of the Code.

 

Finally, Access Persons must inform the Select Broker or other financial institution of his/her association with Loomis Sayles during the account opening process.

 

Explanatory Note:  While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre-clearance requirements of the Code (e.g. joint accounts) as set forth in Section 4.1 of the Code. The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Persons failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code.

 

4.SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

 

The following are substantive prohibitions and restrictions on Access Persons’ personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control.

 

4.1.Pre-clearance

 

Each Access Person must pre-clear through the PTA Pre-Clearance System (“PTA”) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership. Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds, and CIVs meeting the criteria described below, Exempt ETFs listed in Exhibit Two, and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five.

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Explanatory Note:  A CIV is exempt from pre-clearance under the following conditions: issues shares that shareholders have the right to redeem on demand; calculates an NAV on a daily basis in a manner consistent with the principles of Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder; issues and redeems shares at the NAV next determined after receipt of the relevant purchase or redemption order consistent with the “forward pricing” principles of Rule 22c-1 under the 1940 Act; and there is no secondary market for the shares of the CIV.
   
Explanatory Note: Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since PTA cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code.
   
Explanatory Note: Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, and 4.10 of the Code. A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the pre-clearance and trading restrictions detailed under Section 4 of the Code.
   
  All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code.

 

Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Person’s trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.

 

For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday – Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.

 

If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person

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who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately. If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person’s transaction.

 

If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person’s transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

 

4.2.Good Until Canceled and Limit Orders

 

No Access Person shall place a “good until canceled,” “limit” or equivalent order with his/her broker except that an Access Person may utilize a “day order with a limit” so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.

 

4.3.Short Term Trading Profits

 

No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Loomis Advised Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance.

 

An Access Person may sell a Covered Security (including Loomis Advised Funds) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.

 

Explanatory Note:  For purposes of calculating the 60 day holding period, the trade date of a given purchase or sale is deemed to be day zero. 60 full days must pass before an Access Person can trade that same Covered Security for a profit and therefore, allowing the Access Person to do so on the 61st day.
   
Explanatory Note:  The Short Term Trading Profits provision is applicable to transactions that are executed across all of an Access Person’s accounts. For example, if an Access Person sold shares of ABC in his/her Fidelity brokerage account today, that Access Person would not be allowed to buy shares of ABC in his/her Charles Schwab IRA account at a lower price within 60 days following the sale.
   
Explanatory Note:  Please refer to Exhibit One for a current list of Loomis Advised Funds. Please also note that all closed-end funds are subject to the trading restrictions of Section 4.3 of the Code.
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4.4.Restrictions on Round Trip Transactions in Loomis Advised Funds

 

In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (“Round Trip Restriction”). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.

 

The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds. Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm’s 401K plan will not be considered when applying the Round Trip Restriction.

 

Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund, Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.

 

Explanatory Note:  Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds.

 

4.5.Derivatives

 

No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security.

 

Explanatory Note:  When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF, as well as futures on currencies, commodities, cash instruments (such as loans or deposits), stock indexes and interest rates do not require pre-clearance, but do require reporting. For more detailed information, please see Section 4.1 of the Code.
   
Explanatory Note: Futures and Options on virtual currency (e.g., Bitcoin, Ethereum) are exempt from pre-clearance and the Code’s trading restrictions, similar to futures and options on other currencies, but they are subject to the Code’s reporting requirements. Futures and Options on an Initial Coin Offering require pre-clearance, reporting and are subject to the Code’s trading restrictions.
   
Explanatory Note: Entering into Financial Spread Betting or Contract for Difference
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  transactions, the act of taking a bet on the price movement of a security or underlying index is strictly prohibited under the Code.

 

4.6.Short Sales

 

No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

 

Explanatory Note:  If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, PTC will compare the value of the underlying long position to the option to determine whether the Access Person’s net position would be long or short. If short, the option transaction will be denied.

 

4.7.Competing with Client Trades

 

Loomis Asia is required to give priority to Loomis Sayles’ client orders. Loomis Asia cannot purchase or sell securities that are permitted to be traded on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) or on the securities market of any recognized market operator in Singapore if it were to act as a principal or on behalf of a person associated with or connected to Loomis Asia, where a client of Loomis Sayles who is not associated with or connected to Loomis Asia has instructed Loomis Asia to purchase or sell securities of the same class and Loomis Asia has not complied with the instruction. In addition, Loomis Asia must also accord priority to transactions for the purchase or sale of securities or to investments made on behalf of clients, over those made for the following persons: (i) Loomis Asia; (ii) Loomis Asia’s associated persons; (iii) Loomis Asia’s officers; (iv) Loomis Asia’s employees; (v) Loomis Asia’s representatives; (vi) any person whom Loomis Asia knows to be an associated person of the persons in (iii), (iv) or (v). However, neither Loomis Asia nor its employees will act in a principal capacity.

 

Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security (Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client’s Covered Securities transactions.

 

Generally pre-clearance will be denied if:

 

  · a Covered Security or a closely related Covered Security is the subject of a pending “buy” or “sell” order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.
     
  · the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

 

The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For

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Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.

 

4.8.Large Cap/De Minimis Exemption

 

An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

 

·the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a “Large Cap Security”); AND

 

·the aggregate amount of the Access Person’s transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

 

Such transactions will be subject to all other provisions of the Code.

 

4.9.Investment Person Seven-Day Blackout Rule

 

No Investment Person shall, directly or indirectly, purchase or sell any Covered Security (Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security. It is ultimately the Investment Person’s responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

 

Explanatory Note:  The “seven days before” element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction.
   
  It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Person’s personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time
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  of that person’s personal trade. Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer.
   
  The Chief Compliance Officer, or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Person’s proposed transaction is conflicting with client “cash flow” trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such “cash flow” transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the client’s portfolio.
   
Explanatory Note:  The trade date of an Investment Person’s purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security, 7 full calendar days before or after an Access Person’s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule.
   
Explanatory Note: While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not effect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity.

 

4.10.Research Recommendations

 

The Loomis Sayles Fixed Income Research Analysts issue “Buy,” “Sell,” and “Hold” recommendations on the fixed income securities that they cover. The Equity products have their own Research Analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as “Recommendations”.

 

Recommendations are intended to be used for the benefit of the firm’s clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firm’s investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations:

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· During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security, the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.

 

Explanatory Note:  It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst’s personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security. It would constitute a breach of a Research Analyst’s fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction.
   
  Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

 

· Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

 

Explanatory Note:  Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person. An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

 

4.11.Initial Public Offerings

 

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer.

 

4.12.Private Placement Transactions

 

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction, including hedge funds and Initial Coin Offerings, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate

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member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publically traded company as a result of the Private Placement.

 

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

Explanatory Note:  If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a client’s subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer.

 

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement, must receive pre-clearance approval from the Chief Compliance Officer. In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.

 

Explanatory Note:  To submit a pre-clearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

 

4.13.Insider Trading

 

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI.

 

Some examples of MNPI may include:

 

·Earnings estimates or dividend changes
·Positive or negative forthcoming news about an issuer
·Supplier discontinuances
·Mergers or acquisitions
·Regulatory Actions

 

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not:

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·purchase or sell that security in question, including any derivatives of that security;
·recommend the purchase or sale of that security, including any derivatives of that security; or
·relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles.

 

If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firm’s Restricted List thereby restricting trading by the firm’s client accounts and Access Persons. The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firm’s Firewall Procedures.

 

In addition, under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), Loomis Asia is required under the Notice on Reporting of Misconduct of Representatives by Holders of Capital Markets Services License and Exempt Financial Institutions to report to the Monetary Authority of Singapore (“MAS”) upon discovery of, inter alia, any involvement of its representatives in market misconduct or insider trading.

 

For Loomis UK, the Market Abuse Regulation (“MAR”) requires that firms and individuals report suspicious transactions and orders (STORs), as defined in Article 16 of MAR, as well as attempted market abuse, to the FCA, without delay. The STOR report should be submitted via the FCA’s Connect system.

 

Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (“Related Person”) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the Related Person’s company’s securities.

 

Explanatory Note:  An Access Person may not trade in the securities of a company with which a Related Person is associated without receiving prior approval from PTC in order to ensure that the Access Person is not trading while in possession of material non-public information relating to the company.

 

Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm’s Intranet, for complete guidance on dealing with MNPI.

 

4.14.Restricted and Concentration List

 

The Loomis Sayles Restricted and Concentration List (“Restricted List”) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company’s securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles’ clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis

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Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.

 

At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the company’s securities until such time as the Chief Compliance Officer has deemed the information in the Access Person’s possession to be in the public domain or no longer material.

 

If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.

 

4.15.Loomis Sayles Hedge Funds

 

From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge fund’s investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited number of outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds’ total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets.

 

By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

 

4.16.Exemptions Granted by the Chief Compliance Officer

 

Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five, from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities, where, in the opinion of the Chief Compliance Officer, such an exemption is appropriate in light of all the surrounding circumstances.

 

5.PROHIBITED OR RESTRICTED ACTIVITIES

 

5.1.Public Company Board Service and Other Affiliations

 

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly

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traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of Loomis Sayles.

 

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management.

 

To pre-approve an Outside Activity the Access Person must complete the Outside Activity Form, that can be found within the ‘Important Links’ section of the PTA Homepage. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles’ ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles’ or the Access Person’s duties to clients. Loomis Asia Compliance will also be involved in this review process to be alerted on activities that require prompt notifications to MAS.

 

Explanatory Note:  Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners’ organizations (such as condos or coop boards), or other civic activities.

 

5.2.Participation in Investment Clubs and Private Pooled Vehicles

 

No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

 

6.REPORTING REQUIREMENTS

 

6.1.Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

 

Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance, a report of all Covered Securities holdings (including holdings of Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control. The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person.

 

Additionally, within 10 days of becoming an Access Person, such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access

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Person has Beneficial Ownership or Investment Control. The information must be as of the date the person became an Access Person. An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities. An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person. The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP or ISIN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. With the exception of the Access Persons of Loomis Asia and Loomis UK, newly hired Access Persons must close existing non-Select brokerage accounts and transfer the assets to a Select Broker within 30 days of their start date at Loomis Sayles, unless the Access Person receives written approval from Personal Trading Compliance or the Chief Compliance Officer to maintain his/her account(s) at a non-Select Broker.

 

Explanatory Note:  Loomis Sayles treats all of its employees and certain consultants as Access Persons. Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm.
   
Explanatory Note: Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of your partner, accounts of minor children living in your household, accounts of your adult children (18 years or older) living at college / university, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, pension accounts, cash management accounts (e.g. checking, savings, ATM or other banking accounts that allow transactions and holdings in Covered Securities), microsavings and mobile based application accounts, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities must also be reported. An Access Person should contact Personal Trading Compliance if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed.

 

At the time of the initial disclosure period, each Access Person must also submit information pertaining to:

 

·His/her participation in any Outside Activity as described in Section 5.1 of the Code;

 

·His/her participation in an Investment Club as described in Section 5.2 of the Code;

 

·Holdings in Private Placements including hedge funds; and

 

·A Related Person that is an officer and/or director of a publicly traded company; if any.

 

Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts,

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Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

 

6.2.Brokerage Confirmations and Brokerage Account Statements

 

Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Broker’s daily electronic broker feed, which supplies PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the account’s confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Reporting Form must be completed and submitted to Personal Trading Compliance. This form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

Explanatory Note:  If the opening of an account is not reported immediately to Personal Trading Compliance, but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code.
   
Explanatory Note: For those accounts that are maintained at a Select Broker and are eligible for the broker’s daily electronic confirm and position feed, Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance. However, it is the Access Person’s responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify Personal Trading Compliance if there are any discrepancies.

 

6.3.Quarterly Transaction Reporting, Account Disclosure and Related Person of a Public Company Certification

 

Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security). Non-volitional transactions in Covered Securities (including Reportable Funds) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code’s annual reporting requirements. If no transactions in any Covered Securities,

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required to be reported, were effected during a quarterly period by an Access Person, such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:

 

The date of the transaction, the title of the security, ticker symbol, CUSIP or ISIN, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

 

With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

 

Finally Access Persons must report any Related Person that is an officer and/or director of a publicly traded company.

 

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

 

6.4.Annual Reporting

 

On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds) in which such Access Person has Beneficial Ownership and/or Investment Control. This reporting requirement also applies to shares of Covered Securities, including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control. The information in the Annual Package shall reflect holdings in the Access Person’s account(s) that are current as of a date specified by Personal Trading Compliance. The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:

 

The title of the security, the ticker symbol, CUSIP or ISIN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

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Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer. Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

 

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

 

Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance.

 

6.5.Review of Reports by Chief Compliance Officer

 

The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.

 

6.6.Internal Reporting of Violations to the Chief Compliance Officer

 

Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1 and FCA (MAR and COBS) While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance. It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer. All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.

 

6.7.Register of Interests in Securities

 

Pursuant to regulations 4 and 4A of the Securities and Futures (Licensing and Conduct of Business) Regulations, all employees of Loomis Asia who have been appointed as representatives under the Securities and Futures Act are required to maintain a register of their interests in securities which are listed for quotation, or quoted on the Singapore Exchange Securities Trading Limited or any recognized market operator recognized by the Monetary Authority of Singapore under the Securities and Futures Act. For purposes of the register of interests in securities, “securities” includes any type of equity or debt security, any equivalent, any derivative, instrument representing, or any rights relating to a security, and any closely related security, as well as units in any open-ended funds, closed-end funds and business trusts. In addition, all employees are deemed to have an “interest” in securities if he/she has Beneficial Ownership or Investment Control (whether formal

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or informal, expressed or implied) over those securities. Section 4 of the SFA also sets out instances under which a person is deemed to have an “interest” in securities (for instance, where a person has an interest in securities through a corporation in which such person has a controlling interest. If you are unsure whether your personal trading activity needs to be entered into your register of interests in securities, please consult Personal Trading Compliance.

 

Representatives of Loomis Asia must enter into their register of interests in securities, within 7 days after the date that they acquire any interest in securities, particulars of the securities in which they have an interest and particulars of their interests in those securities. Where there is a change in any interest in securities, representatives must enter in their register, within 7 days after the date of the change, particulars of the change (including the date of the change and the circumstances by reason of which the change occurred). Representatives of Loomis Asia maintain records of their holdings and transactions in securities on an Automated System (PTA). Such records must be produced for the MAS’ inspection upon request.

 

Loomis Asia separately maintains a nil register of interest in securities for the entity which does not hold any such interest.

 

The register of interests in securities is kept in Loomis Asia’s office (as notified to MAS) and Loomis US. Each entry in the register must be retained in an easily accessible form for a period of not less than 5 years after the date on which the entry was first made.

 

6.8.Mandatory Notification to the MAS for Loomis Asia’s Directors and Appointed Representatives

 

Pursuant to the license conditions set out upon being granted the Capital Markets Services License to conduct the regulated activity of Fund Management and Dealing in Capital Markets Products in Singapore, Loomis Asia’s Directors and Chief Executive Officer (“CEO”) are required to inform MAS via email or other means directed, of any change in business interests and substantial shareholdings promptly (i.e., 5% or more ownership of the outstanding voting securities in any entity).

 

Notification of Substantial Shareholdings

For Loomis Asia’s Appointed Representatives, Directors and CEO, substantial shareholdings need to be recorded in PTA in a timely fashion upon the acquisition date of a 5% position, and thereafter for any 1% change in a 5% position.  For Loomis Asia’s Directors and CEO who are not an Appointed Representatives, notification of substantial shareholdings to MAS is required and usually made via email unless otherwise directed to be made in other means.

 

Appointed Representatives, the CEO and Directors of Loomis Asia are responsible for notifying Personal Trading Compliance within 14 calendar days upon acquiring a 5% position and any 1% changes thereto for review and mitigation of potential conflict of interests arising of such substantial shareholdings. Loomis Asia Compliance will also rely on ad hoc reviews, monthly certifications and quarterly checklists to identify reportable holdings.

 

Notification of Business interests

Business interests refer to any role with any business entity arising from pre-approved Outside Activities or internal roles within Loomis’s corporate and affiliated entities usually held by senior officers and directors. Loomis Asia’s Appointed Representatives, Directors and CEO must notify Personal Trading Compliance within  14 calendar days from the effective date of any

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changes to their business interests. Changes in business interests of Loomis Asia’s Directors or CEO would be separately notified to MAS via email or other means directed.

 

For internal roles within Loomis’s corporate and affiliated entities held by certain Loomis Asia’s directors, Loomis Asia’s Compliance will work with the Legal and Compliance of Loomis US to periodically obtain updates on potential changes to the internal roles for prompt notification to MAS.

 

7.SANCTIONS

 

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm’s then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

 

·a letter of caution or warning (i.e. Procedures Notice);

 

·payment of a fine,

 

·requiring the employee to reverse a trade and realize losses or disgorge any profits;

 

·restitution to an affected client;

 

·suspension of personal trading privileges;

 

·actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

 

·referral to the SEC, FCA or MAS and other civil authorities or criminal authorities.

 

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator’s history of prior compliance.

 

Explanatory Note:  Any violation of the Code, following a “first offense” whether or not for the same type of violation, will be treated as a subsequent offense.

 

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

 

8.RECORDKEEPING REQUIREMENTS

 

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

 

·in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

 

·in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;
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·a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

 

·copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

 

·in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons, the holdings and transactions reports made by these Access Persons, and records of all Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

 

·a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

 

·a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.

 

Explanatory Note:  Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance. Under the IMAS Code of Ethics & Standards of Professional Conduct, Loomis Asia is required to keep records related to its policies and internal controls governing personal dealing, including any violations and the resultant investigations and actions taken where appropriate, for a period of six years. Under MAR, the FCA requires all records be retained for 5 years.

 

9.MISCELLANEOUS

 

9.1.Confidentiality

 

Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC, FCA, MAS or any other regulatory or self-regulatory organizations to the extent required by law, rule or regulation, and in certain circumstances, may in Loomis Sayles’ discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

 

9.2.Disclosure of Client Trading Knowledge

 

No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned

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by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

 

9.3.Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

 

Personal Trading Compliance will initially determine an employee’s status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.

 

All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Person’s responsibilities change during the Access Person’s tenure at Loomis Sayles.

 

9.4.Notice to Personal Trading Compliance of Engagement of Independent Contractors

 

Any Access Person that engages as a non-employee service provider (“NESP”), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.

 

NESPs are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESP’s must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.

 

At times, NESP’s are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESP’s and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.

 

9.5.Questions and Educational Materials

 

Employees are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities, accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

 

Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

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GLOSSARY OF TERMS

 

The boldface terms used throughout this policy have the following meanings:

 

1.Access Person” means an “access person” as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

 

a.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;

 

b.He or she does not have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

 

c.He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

 

Loomis Sayles treats all employees as Access Persons.

 

2.Advisory Person” means an “advisory person” and “advisory representative” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), 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 by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person’s access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

 

3.Beneficial Ownership is defined in Section 3.2 of the Code.

 

4.Chief Compliance Officer refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of
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  purchases and sales by Access Persons, and to address issues of personal trading. “Personal Trading Compliance” means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer, and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer.

 

5.Covered Security” is defined in Section 3.1 of the Code.

 

6.“Exempt ETF” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

 

7.Federal Securities Laws” refers to 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 SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

 

8.Investment Control” is defined in Section 3.3 of the Code. This means “control” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

 

9.Initial Public Offering” means an “initial public offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

10.Investment Company” means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

 

11.Investment Person” means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person.

 

12.“Loomis Advised Fund” is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One.

 

13.Non-volitional transactions are any transaction in which the employee has not
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determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the pre-clearance or quarterly reporting requirements under the Code.

 

14.Portfolio Manager” means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person.

 

15.Private Placement Transaction” means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

 

16.Recommendation” means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.

 

17.Related Person” means a spouse/partner and/or immediately family member of an Access Person.

 

18.Reportable Fund is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One.

 

19.Research Analyst” means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person.

 

20.Select Broker” is defined in Section 3.4 of the Code.

 

21.Supervised Person” is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

 

22.Volitional” transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code.
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EXHIBIT 99p16

 

LSV ASSET MANAGEMENT

 

CODE OF ETHICS

AND

PERSONAL TRADING POLICY

 

May 12, 2022

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

I. GENERAL POLICY

 

LSV Asset Management (“LSV” or the “Firm”) serves as discretionary investment adviser to a variety of clients, including pension plans, foundations, endowments, corporations, unregistered pooled funds, mutual funds, sovereign funds, foreign funds (such as UCITS and SICAVs), other investment advisers and other U.S and international institutions (“Advisory Clients”). The securities accounts over which LSV has investment discretion on behalf of these Advisory Clients are referred to in this document as “Investment Vehicles”.

 

All natural persons who are employees of LSV (“Staff Members”) must act in accordance with this Code of Ethics and Personal Trading Policy (“Policy”) and in a manner which avoids any actual or potential conflict of interest. Staff Members must not take advantage of their position of trust and responsibility, and must place the interests of Advisory Clients first. When buying or selling securities, Staff Members must not employ any device, scheme or artifice to defraud, mislead, or manipulate any Investment Vehicle, Advisory Client or any other investor in any security.

 

Staff Members are subject to different restrictions and pre-clearance requirements for their personal trades, depending on their responsibilities or location. It is important that all Staff Members read this document carefully and understand the restrictions, pre-clearance, and reporting requirements applicable to them.

 

In addition to the Policy, Staff Members are subject to all applicable policies and procedures discussed in LSV’s Investment Adviser Policies and Procedures Manual (the “Compliance Manual”) and Information Security Policy.

 

Every Staff Member must read and retain a copy of this Policy, the Compliance Manual, the Information Security Policy and all amendments thereto, and agree to abide by the terms of each document.

 

Any questions regarding LSV’s policy or procedures should be referred to the Compliance Department (“Compliance”). All violations must be promptly reported to the Chief Compliance Officer (“CCO”). No retaliation will be taken against any Staff Member solely for, in good faith, reporting a violation of this Policy, the Compliance Manual or the Information Security Policy.

 

II. CODE OF CONDUCT

 

  All Staff Members are to maintain the highest standard of professional conduct.
     
  All Staff Members must maintain the confidentiality of all information entrusted by clients.
     
  All Staff Members must serve the best interest of clients. All recommendations to clients and decisions on behalf of clients must be made solely in the best interest of clients.
     
  All Staff Members must provide to clients all reasonably requested information as well as other information they may need to make informed decisions. All client inquiries must be answered promptly, completely and truthfully.
     
  All Staff Members involved in sales situations must discuss fully with the prospective client the nature of services provided by LSV for the compensation it receives. All material facts

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 
    relating to any actual or potential conflicts of interest involving LSV must be fully disclosed to prospective clients. In addition, these Staff Members, in particular, must comply with the anti-bribery provisions of the Foreign Corrupt Practices Act (“FCPA”).
     
  All Staff Members must comply fully with all applicable Federal securities laws and regulatory requirements.

 

III. DEFINITIONS

 

A. Access Person – A Staff Member who meets any of the following criteria:

 

  has access to nonpublic information regarding clients’ purchase or sale of securities;
  is involved in making securities recommendations to clients;
  has access to securities recommendations that are nonpublic;
  has access to nonpublic information regarding the portfolio holdings of Affiliated Mutual Funds;
  works in LSV’s Chicago office; or
  is a director, officer, or partner of LSV.

 

B. Affiliated Mutual Fund – any U.S.-registered mutual fund to which LSV or an SEI Investments entity serves as investment adviser, investment sub-adviser or principal underwriter (“LSV Funds” and “SEI Funds”).

 

C. Reportable Security – any interest or instrument commonly known as a security (whether publicly traded or privately offered) including the following:

 

  Equity and equity-like securities, including initial public offerings (“IPOs”)
  Fixed income securities (excluding the short-term instruments listed below)*
  Affiliated Mutual Funds(includes all LSV Funds, including funds sub-advised by LSV, and SEI Funds)**
  iShares and exchange-traded funds
  Convertible bonds
  Derivatives
  Cryptocurrencies
  Private placements1
  Equity and equity-like securities which an Access Person presents as a gift to a third party, including members of an Access Person’s immediate family

 

    * This includes obligations issued by state and municipal governments with maturities longer than 366 days.
     
    ** Reporting of Affiliated Mutual Fund transactions is not required if such transactions are made pursuant to an automatic investment plan, such as the 401(k) plan; provided that if a Staff Member opens a brokerage account within the 401(k) plan, the transactions in such account must be

 

 

1 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 Rules 504, 505 or 506 of the Securities Act of 1933 (e.g., hedge funds, private equity funds and limited liability companies).

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 
    reported on the quarterly securities transaction report or by providing duplicate statements for the account to Compliance.

 

  Reportable Security does not include:
   
  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 funds (other than Affiliated Mutual Funds); and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than Affiliated Mutual Funds).

 

D. Pre-Clearance Security INCLUDES:

 

  Equities (from any country)
  Initial public offerings (IPOs)
  Private placements
  Any equity-like securities (warrants, rights, options, futures, swaps, etc. on individual equities)
  Convertible bonds

 

  Pre-Clearance Securities DO NOT INCLUDE publicly-traded fixed income securities, mutual funds, including Affiliated Mutual Funds, exchange-traded funds, closed-end funds and derivatives on indexes or commodities.

 

E.A Security is “being purchased or sold” by an Investment Vehicle from the time the purchase or sale order for the security has been recorded as an active order in LSV’s trade order management system (Charles River IMS), until the time when the order has been completed or terminated.

 

F.Security generally will have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), such that it includes: (i) any note, stock, treasury stock, security future, bond, debenture or evidence of indebtedness; (ii) any certificate of interest or participation in any profit-sharing agreement; (iii) any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, or certificate of deposit for a security; (iv) any fractional undivided interest in oil, gas or other mineral rights; (v) 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); (vi) any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or (vii) 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.

 

IV. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

 

Access Persons who work in the Chicago office may not purchase or sell, directly or indirectly, any Pre-Clearance Security if the security is currently being purchased or sold, or has been purchased or sold by LSV for an Investment Vehicle in any of the 3 business days prior to the Access Person’s proposed trade in that security.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

If an Access Person who works in the Chicago office trades in a Pre-Clearance Security and LSV subsequently purchases or sells that security for an Investment Vehicle during the 3 business day period after the Access Person’s trade in that security, the Access Person’s trade is subject to review and any gains or profits realized may be subject to forfeiture.

 

If an Access Person who works in the Chicago office has requested pre-clearance to sell a Pre-Clearance Security and that request has been denied, the Access Person can appeal to the CCO if they can evidence that it is a financial hardship for them not to be able to sell the security until LSV is no longer active in that security.

 

While LSV does not have a formal holding period, once a Pre-Clearance Security has been purchased, the trading patterns of Access Persons who work in the Chicago office and request pre-clearance to sell the same security within 30 days after the initial purchase will be reviewed by Compliance in order to understand the reasoning for the sale, whether similar sales on similar timeframes are expected in the future and other factors that may be relevant based on the particular transaction.

 

V. PERSONAL TRADING PRE-CLEARANCE

 

Access Persons who work in the Chicago office must pre-clear personal transactions in any Pre-Clearance Securities. This includes the personal transactions in any Pre-Clearance Securities of the Access Person’s immediate family members (i.e., parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships living in the same household as the Access Person), personal transactions in any Pre-Clearance Securities in any account over which the Access Person exercises investment discretion or control and in such other circumstances as determined by Compliance.

 

Access Persons who do not work in the Chicago office are permitted to only pre-clear personal transactions in IPOs and private placements with the prior approval of Compliance.

 

For Access Persons’ personal investments in LSV’s private funds, acceptance of the Access Person’s subscription document will be deemed to be approval of a pre-clearance request.

 

Unless otherwise specified by Compliance, any clearance granted is valid for 1 business day, the day on which clearance is granted.

 

Pre-clearance requests are currently made via the ComplySci platform and must be made during the regular trading hours of the New York Stock Exchange (“NYSE”), provided that trades can be executed during NYSE after-hours trading if, and on the same day, pre-clearance has been granted during the regular trading hours of the NYSE. Compliance will address on a case-by-case basis pre-clearance requests involving non-U.S. securities that only trade on non-U.S. exchanges or requests made by Access Persons who work in the Chicago office outside of the regular trading hours of the NYSE.

 

A determination as to whether non-employees who are working in the Chicago office are subject to the Policy is made on a case-by-case basis by Compliance.

 

The following transactions do not have to be pre-cleared:

 

Purchases or sales of instruments that are not Pre-Clearance Securities;

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 
  Purchases or sales over which the Access Person has no direct or indirect influence or control;
     
  Purchases or sales which are non-volitional on the part of the Access Person, such as purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call (though the establishment of equity-like Securities giving rise to such non-volitional transactions shall require pre-clearance);
     
  Purchases or sales effected within the pre-determined parameters of an automatic investment plan;
     
  Purchases 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;
     
  Transactions effected in accounts over which a third party exercises discretion, if such account is identified to Compliance and an exception is granted by Compliance; provided that reporting of transactions and holdings in such accounts will typically be required; and
     
  Transfers of equity or equity-like securities which are made as a gift to a third party, including a member of the Access Person’s immediate family.

 

Transactions which appear upon reasonable inquiry and investigation by Compliance to present no reasonable likelihood of harm to any Investment Vehicle and which are otherwise in accordance with Rule l7j-l of the Investment Company Act of 1940 (the “1940 Act”) and other applicable SEC rules shall be entitled to clearance.

 

VI. OTHER RESTRICTIONS

 

Gifts and Entertainment

 

Staff Members may not receive gifts exceeding $200 per year from any person or entity that does or seeks to do business with LSV on behalf of any Investment Vehicle. For purposes of this section, “gift” does not include gifts that are shared in the office by multiple Staff Members (for example, holiday gift baskets). Subject to the following restrictions, Staff Members may accept meals, local transportation and reasonable entertainment received in the normal course of a business relationship from such persons or entities. If a Staff Member has any concerns regarding whether or not such entertainment is reasonable, he or she should consult with Compliance prior to accepting such entertainment. If a Staff Member receives an invitation to an entertainment event (such as a sporting event, a concert or other similar event) the value of which exceeds or is expected to exceed $200, such Staff Member must notify Compliance prior to accepting and/or attending such event. In addition, the Staff Member must report the name of the party extending the invitation, the relationship to LSV of such party and the name of the representative(s) of the party that will be present at the event. In addition to the $200 prior notification requirement, Staff Members are also required to report a gift (other than gifts shared in the office (e.g., holiday baskets)) or entertainment, in each case, of $50 or more on their quarterly securities transaction report.

 

Gifts (other than meals, local transportation and reasonable entertainment provided in the normal course of a business relationship) may not be made to the following clients and prospective clients without the prior approval of the CCO or Compliance Officer: fiduciaries of ERISA clients (i.e., those that exercise discretion over the ERISA plan), Taft-Hartley clients or their representatives and public fund clients or their representatives

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

Subject to the following, meals, local transportation and reasonable entertainment provided in the normal course of a business relationship (“Business Entertainment”) may be extended to prospective clients and clients. For Business Entertainment provided to fiduciaries of ERISA clients, Taft-Hartley clients or their representatives or public fund clients or their representatives, certain restrictions, including reporting requirements, may apply. Staff members should consult with the CCO or Compliance Officer prior to incurring any such expenses if they have any questions regarding the incurrence of such expenses. Business Entertainment expenses are reviewed by the Chief Operating Officer for appropriateness.

 

The CCO or Compliance Officer must receive prior notification of ALL gifts exceeding $200 in value (whether or not CCO or Compliance Officer approval is required) to any person or entity that does or seeks to do business with LSV on behalf of any Investment Vehicle. ALL such gifts exceeding $200 in value must be recorded in a log provided by Compliance. This includes gifts made to consultants and anyone who is a fiduciary to the client. In addition, charitable contributions, sponsorship of scholarships or support of other events and other similar expenses incurred by the Firm from time to time may not be made to improperly influence business with any client or other party and must be pre-cleared by Compliance.

 

At all Business Entertainment activities provided by the Firm or its personnel, a Firm representative must attend the activity. In addition, when participating in Business Entertainment provided by others, a representative of the third party must be present. Accepting or providing Business Entertainment activities where the giver or a Firm representative, as applicable, does not attend is considered a gift subject to the restrictions on gifts described herein.

 

Notwithstanding the foregoing specific restrictions, no Staff Member may participate in any business relationship or accept any gift that could reasonably be expected to affect their independence, objectivity, or loyalty to clients.

 

Outside Business Activities

 

Staff Members may not serve on the board of directors of any publicly-traded company absent prior authorization from the CCO, and any employment or other outside business activity in the financial services industry must be reviewed and approved in advance by the CCO. In addition, all outside business activities, including membership on any for-profit or non-profit company board or other employment, must be reported to Compliance.

 

Political Contributions

 

Staff Members may not make political contributions to any elected official, any candidate for office, any successful candidate (hereinafter a “local official”) or any political party in any state in the United States or any political subdivision thereof (hereinafter a “local political party”). Staff Members are also prohibited from making contributions to a local official’s political action committee (“PAC”) or to a Super PAC supporting a particular local official. Contributions include anything of value (such as donation of office space or resources) even if not a cash contribution.

 

In addition, Staff Members may not solicit or coordinate campaign contributions from others for any local official or any local political party. Prohibited solicitation and coordination activities include hosting or sponsoring fundraising events.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

Staff Members may not pay a third party, such as a solicitor or placement agent, to solicit a government client on behalf of LSV.

 

Staff Members may make contributions to the campaigns, PACs or Super PACs of or relating to candidates running for federal office if such candidate is not currently holding office in any state or political subdivision thereof and is not otherwise a local official. In addition, Staff Members may make contributions to the national committees or governing bodies of any recognized national political party and to PACs not connected to any local official or small group of local officials. A record of all contributions to PACs by the Firm and its personnel is required to be maintained by the Firm under applicable SEC regulations. Prior to making any contribution to any PAC, Staff Members must consult with Compliance so that appropriate documentation can be obtained.

 

Political contributions and other political activities of spouses and other immediate family members of a Staff Member are not prohibited by this policy so long as they are not directed by a Staff Member.

 

In addition, Staff Members should note that SEC rules broadly prohibit doing anything indirectly that cannot be done directly (such as making a contribution to a PAC that will, in turn, give the contribution to a prohibited candidate).

 

Prior to employment, all prospective Staff Members will be required to report all (i) contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof and (ii) payments to a political party or to a PAC, in each case, within the previous two years of the date of employment.

 

Social Media and use of Electronic Communications

 

Staff Members may not use any form of social media, i.e. Facebook, Twitter, LinkedIn, etc., to discuss or share information about LSV, or any of its clients or products. Staff Members may post their current employment status and title at LSV (e.g., on LinkedIn), but may not post any other information about the Firm’s business or products.

 

Staff Members must refrain from using personal e-mail services or other forms of personal electronic communications, such as text messages or other third-party messaging applications, for business-related purposes other than for logistics or scheduling.

 

Anti-bribery and the FCPA

 

Staff Members are prohibited from engaging in any conduct on behalf of the Firm that may be construed as a bribe. In general, such conduct includes (1) offering, promising or giving any financial or other advantage to a person with the intention of influencing the person to perform his or her function improperly or where the acceptance of the advantage itself would be improper or illegal and (2) requesting, agreeing to receive or accepting any financial or other advantage where such request, agreement or acceptance would be improper or illegal or would be likely to influence the Staff Member in the performance of his or her role.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

All Staff Members must comply with any applicable anti-bribery law. In addition, Staff Members involved in sales situations are prohibited from engaging in any conduct that would violate the anti-bribery provisions of the FCPA, specifically the making of any payments, including any offer, payment, promise to pay or authorization of the payment of money or anything of value, directly or indirectly (such as through a third party), to foreign government officials, including representatives of state-owned enterprises, representatives of sovereign wealth funds, royal family members, political parties and candidates and representatives of public international organizations (such as the International Monetary Fund), to assist in obtaining or retaining business.

 

Intermediaries engaged to solicit clients or provide other services to LSV are also prohibited from engaging in such prohibited activities described in this section on behalf of LSV. Staff Members that work with such parties should exercise reasonable oversight over their activities and must report any suspicious activities to Compliance.

 

VII. REPORTING REQUIREMENTS

 

The requirements of this section are applicable to Reportable Securities directly or indirectly owned by the Access Person or a member of the Access Person’s immediate family (i.e., parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships living in the same household as the Access Person), or in any account over which the Access Person exercises investment discretion or control and in such other circumstances as determined by Compliance.

 

1. Access Persons must report transactions in Reportable Securities on a quarterly basis, within 30 days after the end of the quarter. Duplicate account statements may be substituted for the report if they are received by Compliance within 30 days after the end of the quarter.

 

2. Access Persons must report ALL new and terminated Securities accounts, including accounts that do not hold Reportable Securities and accounts over which they do not have investment discretion, within 30 days after the opening or termination of the account. This information must include the name of the broker dealer or bank at which the account is held and the date the account was established or terminated.

 

3. Access Persons must report all holdings of Reportable Securities and a list of all Securities accounts as of the end of the year (or as of an earlier date in December of that year) within 30 days after the end of each calendar year. Information in this report must be current as of a date no more than 45 days before the report is submitted. Duplicate account statements may be substituted for this report if they are received by Compliance within 30 days after the end of the calendar year.

 

4. Access Persons must report all holdings of Reportable Securities and a list of all accounts that hold Securities, even accounts that do not hold Reportable Securities, within 10 days of commencement of employment or of becoming an Access Person. The report must show holdings as of a date not more than 45 days prior to the employee becoming an Access Person.

 

5. Access Persons who have reported to Compliance accounts over which they do not have investment discretion, must provide acknowledgement that the status of those accounts has not changed on an annual basis via the ComplySci platform.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

6. Staff Members must provide acknowledgement of the Policy and any amendments thereto, on an annual basis via the ComplySci platform.

 

7. Non-employees who work in the Chicago office, and have been deemed to be subject to some or all of the parts of the Policy, must report, on a quarterly basis, transactions in Reportable Securities.

 

VIII. COMPLIANCE REVIEW DUTIES

 

Compliance will (i) review the reports and information listed in VII above to ensure that pre-clearance has been appropriately obtained and all information required under the Advisers Act and the 1940 Act is contained in such reports; (ii) review the trading of Access Persons for patterns that may indicate abuse; (iii) decide on appropriate interpretations of and exceptions to the Policy and disciplinary action in the event of violation of the Policy; (iv) report material violations to LSV senior management; (v) report annually to the board of directors of investment company clients regarding material violations of the Policy and certify that appropriate procedures are in place; and (vi) provide copies of the Policy and any amendments thereto to all Staff Members.

 

IX. RECORDKEEPING

 

LSV shall preserve in an easily accessible place:

 

  A copy of the current Policy in effect and a copy of any predecessor policy for a period of five years after it was last in effect;
     
  A record of any violation of the Policy and of any action taken as a result of the violation, for a period of five years from the end of the fiscal year in which the violation occurred;
     
  A record of all acknowledgments, either written or via the ComplySci platform, for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Policy and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Staff Member of LSV and until five years after the person ceases to be a Staff Member of LSV;
     
  A record of each report (or broker confirmations and statements provided in lieu thereof) made by an Access Person for a period of five years from the end of the fiscal year in which the report was made, the first two years in an easily accessible place;
     
  A record of the names of persons who are currently, or within the past five years were, Access Persons of LSV;
     
  A record of any decision, and the reasons supporting the decision to approve Access Persons’ acquisitions of IPOs or private placements for at least five years after the end of the fiscal year in which the approval is granted; and
     
  A copy of each report furnished to the board of any investment company pursuant to Rule 17j-1(c)(2)(ii) of the 1940 Act, describing issues arising under the Policy and certifying that LSV has adopted procedures reasonably designed to prevent Access Persons from violating this Policy.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

X. PROHIBITION ON INSIDER TRADING

 

All Staff Members are required to refrain from engaging in personal transactions in Securities or trading on behalf of any Investment Vehicle on the basis of material nonpublic information about Advisory Clients, their affiliates, or the issuers of any Securities. Personal transactions also may not be made on the basis of material nonpublic information about LSV or its affiliates. This section provides basic information to assist Staff Members in determining if they are in possession of inside information.

 

What is “Material” Information?

 

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, if disclosing certain information will have a substantial effect on the price of a company’s securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material. However, information may be material even if it does not have any immediate direct effect on price or value.

 

What is “Nonpublic” Information?

 

Information about a publicly-traded security or issuer is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or other governmental agency, the Dow Jones “tape”, the Wall Street Journal or other publication of general circulation or televised or electronic media, including social media platforms, and after sufficient time has passed so that the information has been disseminated widely.

 

Information about securities that are not publicly traded, or about the issuers of such securities, is not ordinarily disseminated broadly to the public. However, for purposes of this Policy, such private information may be considered “public” private information to the extent that the information has been disclosed generally to the issuer’s security holders and creditors. For example, information contained in a private placement memorandum to potential investors may be considered “public” private information with respect to the class of persons who received the memorandum, but may still be considered “nonpublic” information with respect to creditors who were not entitled to receive the memorandum. As another example, a controlling shareholder may have access to internal projections that are not disclosed to minority shareholders; such information would be considered “nonpublic” information.

 

Who Is an Insider?

 

Unlawful insider trading occurs when a person with a duty not to take advantage of material nonpublic information violates that duty. A person in possession of such information but not subject to such a duty is not prohibited from trading. Whether a duty exists is a complex legal question. This portion of the Policy is intended to provide an overview only, and should not be read as an exhaustive discussion of ways in which persons may become subject to insider trading prohibitions.

 

Insiders of a company include its officers, directors (or partners), and employees, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company. Investment advisers, lawyers, auditors, financial institutions, and

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

certain consultants and all of their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.

 

Officers, directors or partners, and employees of a controlling shareholder may be temporary insiders of the controlled company, or may otherwise be subject to a duty not to take advantage of inside information.

 

What is Misappropriation?

 

Misappropriation usually occurs when a person acquires inside information about Company A in violation of a duty owed to Company B. For example, an employee of Company B may know that Company B is negotiating a merger with Company A; the employee has material nonpublic information about Company A and must not trade in Company A’s shares or, in certain circumstances, shares of companies sufficiently comparable to Company A that news of the proposed merger would reasonably be expected to be material to investors in such companies.

 

As another example, Staff Members who, because of their association with LSV, receive inside information as to the identity of the companies being considered for investment by Investment Vehicles or by other clients, have a duty not to take advantage of that information.

 

What is Tipping?

 

Tipping is passing along material nonpublic information; the recipient of a tip becomes subject to a duty not to trade while in possession of that information. A tip occurs when an insider or misappropriator (the “tipper”) discloses material nonpublic information to another person, who knows or should know that the tipper was breaching a duty by disclosing the information and that the tipper was providing the information for an improper purpose.

 

For example, though unlikely, it is possible that a Staff Member may receive material nonpublic information from an Advisory Client’s key persons, concerning the Advisory Client’s publicly traded affiliate or its other investment decisions, or from a data or service provider concerning its discussions with publicly traded companies or other misappropriated information. Staff Members are required to immediately notify Compliance of any potential receipt of material nonpublic information and to not take advantage of such information.

 

What to do if you have Inside Information

 

Before executing any securities transaction for your personal account or for others, including Investment Vehicles, you must consider and determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

 

i. Report the information and proposed trade immediately to Compliance.

 

ii. Do not purchase or sell the securities on behalf of yourself or others.

 

iii. Do not communicate the information inside or outside LSV, other than to Compliance.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

Acknowledgements

 

Staff Members make the following acknowledgement via the ComplySci platform.

 

I have read and I understand the Policy. I certify that I have, to date, complied and will continue to comply with the Policy and any amendments thereto, and applicable Federal securities laws. I understand that any violation may lead to sanctions, including my dismissal.

 

o If applicable, I certify that the status of any account(s) I have previously reported to Compliance as accounts over which a third party exercises investment discretion has not changed. Please only check this box if you have identified accounts as managed.

 

I further certify that I am not disqualified from employment with an investment adviser as described in Section 9 of the 1940 Act.

 

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LSV Asset Management Code of Ethics and Personal Trading Policy

 

EXHIBIT 99p17

 

 

Every day we make individual choices which reflect on the collective reputation of the Manulife and John Hancock brands. Our global standards for business ethics and our well-regarded reputation for integrity differentiates our brands in the marketplace, and are critical factors to our past and future success. We are proud of Manulife’s culture of doing business the right way and underscore the need to continue to conduct our business in this manner.

 

To this end, Global Wealth and Asset Management and General Account Investments have adopted this code of ethics to promote compliance with applicable law, as well as to address certain potential and actual conflicts of interest which can arise between our personal interests and the interests of our Clients. This code of ethics has been designed to reflect our values as a global organization and demonstrate the importance of the trust our Clients have placed in Manulife and the duties we owe to our Clients.

 

Paul Lorentz Scott Hartz
   
President & CEO, Chief Investment Officer
Global Wealth and Asset Management Manulife Financial Corporation
 

Table of Contents

 

1. Purpose 7
     
2. Code Applicability 8
2.1 GWAM AND GA ASSOCIATE 8
2.2 GWAM AND GA ACCESS PERSON (“ACCESS PERSON”) 8
     
3. Access Classification Levels and Applicable Rules 9
3.1 ACCESS CLASSIFICATION LEVELS – SCHEMATIC 9
     
4. General Principles of Business Conduct 10
4.1 GENERAL PRINCIPLES OF BUSINESS CONDUCT 10
4.2 PERSONAL TRADING CONFLICTS OF INTEREST 11
4.3 CONFIDENTIAL INVESTMENT INFORMATION 11
4.4 MNPI RELATED TO MANULIFE SECURITIES AND MANULIFE AFFILIATED FUNDS 11
4.5 FALSE RUMOURS 11
4.6 SUPERVISORY OVERSIGHT 11
4.7 SPECIAL REQUIREMENTS FOR REAL ASSETS 11
4.8 SHARED BUSINESS ENTERTAINMENT AND GIFTS 11
4.9 PAY TO PLAY 12
4.10 OUTSIDE BUSINESS ACTIVITIES 12
4.11 REPORTING VIOLATIONS OF THE CODE 12
4.12 INITIAL CODE CERTIFICATION 12
4.13 QUARTERLY CODE CERTIFICATION 12
4.14 ANNUAL CODE CERTIFICATION 12

 

Code of Ethics Rev. 4.12.2022

 

3

 

Table of Contents

 

5. Personal Trading Rules 13
  5.1 NO LIABILITY FOR LOSSES 13
  5.2 WHAT SECURITIES ARE SUBJECT TO THE PERSONAL TRADING RULES? 13
  5.3 REQUIREMENT TO REPORT SECURITIES ACCOUNTS 13
  5.3.1 MANAGED ACCOUNTS 14
  5.3.2 MANAGED ACCOUNT QUALIFICATION PROCESS 14
  5.4 DUPLICATE TRANSACTION CONFIRMATIONS AND STATEMENTS 14
  5.5 U.S.-BASED PREFERRED BROKERAGE ACCOUNT REQUIREMENT 14
  5.6 INITIAL HOLDINGS REPORT AND CERTIFICATION 14
  5.7 QUARTERLY TRANSACTIONS REPORT AND CERTIFICATION 15
  5.8 REPORTING OF SECURITIES AS GIFTS, DONATIONS AND INHERITANCES 15
  5.9 ANNUAL HOLDINGS REPORT AND CERTIFICATION 15
  5.10 ACCESS PERSON’S RESPONSIBILITY REGARDING TRANSACTIONS AND HOLDINGS DATA 15
  5.11 PRE-CLEARANCE APPROVAL REQUIREMENT 16
  5.12 TERMS OF PRE-CLEARANCE 16
  5.12.1 SAME DAY APPROVAL WINDOW 16
  5.12.2 RESTRICTION ON SECURITIES UNDER ACTIVE CONSIDERATION 16
  5.12.3 LIMIT ORDERS AND SPECIAL ORDERS 16
  5.12.4 MIM PUBLIC MARKETS INVESTMENT TEAM HOLD UNTIL SOLD RULE 16
  5.12.5 INITIAL PUBLIC OFFERINGS & INITIAL COIN OFFERINGS & PRIVATE PLACEMENTS 16
  5.12.6 INITIAL PUBLIC OFFERINGS, INITIAL COIN OFFERINGS & PRIVATE PLACEMENT APPROVALS 16
  5.13 INVESTMENT CLUBS 16
  5.14 RESTRICTIONS ON MANULIFE SECURITIES 16
  5.14.1 REQUIREMENT TO PRE-CLEAR SALES OF MFC SHARES IN THE GSOP PROGRAM 17
  5.15 SHORT TERM PROFIT BAN (“60 DAY RULE”) 17
  5.16 SAME DAY BLACKOUT PERIOD RULE 18
  5.16.1 MARKET CAP SECURITIES EXCEPTION 18
  5.17 EXCESSIVE TRADING IS DISCOURAGED 18
  5.18 INFORMATION BARRIERS 18

 

Code of Ethics Rev. 4.12.2022

 

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Table of Contents

 

6. Additional Personal Trading Rules for Front-Office Access Persons 19
  6.1 15 DAY BLACKOUT PERIOD RULE 19
  6.1.1 MARKET CAP SECURITIES EXCEPTION 19
  6.1.2 DE MINIMIS TRADING EXCEPTION 19
  6.2 INITIAL PUBLIC OFFERING BAN 19
  6.3 INVESTMENT CLUB BAN 19
  6.4 ADDITIONAL RESTRICTIONS - HONG KONG-BASED ACCESS PERSONS ONLY 19
     
7. Additional Personal Trading Rules for MIM Public Markets Front-Office Access Persons 20
  7.1 MIM PUBLIC MARKETS INVESTMENT TEAM HOLD UNTIL SOLD RULE 20
     
8. Administration of the Code 21
  8.1 PENALTIES FOR CODE VIOLATIONS 21
  8.2 EXEMPTIONS AND APPEALS 21
  8.3 CODE AMENDMENTS 21
  8.4 PRIVACY 21
  8.5 CODE ADMINISTRATION 22
  8.5.1 CONTACT 22
  8.6 RECORDKEEPING 22

 

Appendix A 23
Definitions of Italicized Code of Ethics Terms 23
   
Appendix B 28
Legal Entity Adoption of the Code 28
   
Appendix C 29
Securities Reporting & Pre-Clearance Summary Chart 29

 

Code of Ethics Rev. 4.12.2022

 

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Code of Ethics Rev. 01.20.2020

 

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1. Purpose

 

Global Wealth and Asset Management (“GWAM”) and General Account Investments (“GA”) and certain regulated entities listed in Appendix B (together the “Firm”) have adopted this Code of Ethics (the “Code”) to promote compliance with applicable law.1

 

This Code is separate and distinct from the Manulife Code of Business Conduct and Ethics. It is a supplementary standard of business conduct for asset managers and their employees to prevent those abuses in the investment management business that can arise when certain conflicts of interest exist between an investment manager, including its personnel and affiliates, and accounts managed for its Clients.

 

By adopting and enforcing this Code, we strengthen the trust and confidence entrusted in us by demonstrating that at Manulife, Client interests come first.

 

1This Code has been designed to be applicable across GWAM and GA and certain regulated entities listed in Appendix B (together the “Firm”), however it is being implemented in a multi-phased, multi-year project. In the interim, Associates may be subject to another code of ethics. See Appendix B for the legal entities that have adopted this Code to date.

 

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2. Code Applicability

 

This Code is applicable to Associates of the Firm.

Adherence to the General Principles of Business Conduct, and other provisions of this Code as applicable, are a condition of employment.

 

2.1 GWAM AND GA ASSOCIATE

 

Associates are:

 

(i)any partner, officer, director, or other person occupying a similar status or performing similar functions of the Firm
  
(ii)an employee of the Firm
  
(iii)any person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm
  
(iv)any person meeting the definition of Access Person
  
(v)an Advisory Person of a Fund
  
(vi)certain Manulife Affiliate persons who engage, directly or indirectly, in the Firm’s investment advisory activities and
  
(vii)any other person who the Code Administrator deems an Associate.2

 

2.2 GWAM AND GA ACCESS PERSON (“ACCESS PERSON”)

 

Additionally, Associates who have access to certain investment information and the investment decision-making process are further classified by the Code Administrator into one of three Access Person levels and therefore subject to the personal trading rules and obligations of their Access Person classification level.

 

2The Code Administrator may modify the requirements of this Code for those Associates whose covered status is expected not to exceed 90 days (for instance contractors, co-ops and interns) or in instances where a person is subject to another code of ethics or fiduciary duty and where the modification is not otherwise specifically prohibited by law. In reliance on an SEC no-action letter, the Code Administrator may include in the definition of “Associate” any person of a Manulife Affiliate who is engaged, directly or indirectly in the Firm’s investment advisory activities.

 

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3. Access Classification Levels and Applicable Rules

 

Associates are categorized into one of the following Access Classification Levels for purposes of applying the rules in this Code:

 

ACCESS CLASSIFICATION LEVELS DEFINITION APPLICABLE SECTION(S) OF RULES IN THIS CODE
Non-Access Person Associates (as defined in Section 2.1) who are not deemed to be an Access Person. Section 4
Regular Access Person

Any Associate who, in connection with their regular functions or duties: (i) has or may have access to non-public information regarding the purchase or sale of securities or non-public information regarding the portfolio holdings of Client or Firm accounts (ii) has or may have access to material, non-public Securities information.


Examples: Sales, Marketing, Product, Client Service, IT, Finance, Operations, Legal, Compliance, Risk, Audit and certain related support staff.

Section 4

Section 5
General Account/Manulife Investment Management Private Markets (“MIM Private Markets”) Front- Office Access Person Any GA or MIM Private Markets Associate who, in connection with their regular functions or duties, makes or participates in/supports making recommendations regarding the purchase or sale of Securities for Client or Firm accounts, or provides direct administrative support to a General Account/MIM Private Markets Associate who makes or participates in/supports recommendations.

Examples: Portfolio Management, Analysts, Traders, Credit, ALM, Real Estate, Commercial Mortgages and certain related support staff
Section 4

Section 5

Section 6
Manulife Investment Management Public Markets (“MIM Public Markets”) Front-Office Access Person Any MIM Public Markets Associate who, in connection with their regular functions or duties, makes or participates in/supports making recommendations regarding the purchase or sale of Securities for Client or Firm accounts, or provides direct administrative support to a MIM Public Markets Associate who makes or participates in/supports recommendations.

Examples: Portfolio Managers, Analysts, Traders and certain related support staff
Section 4

Section 5

Section 6

Section 7

 

3.1 ACCESS CLASSIFICATION LEVELS – SCHEMATIC

 

ACCESS CLASSIFICATION LEVELS GENERAL PRINCIPLES OF BUSINESS CONDUCT
(SECTION 4)
PERSONAL TRADING RULES
(SECTION 5)
ADDITIONAL PERSONAL TRADING RULES
(SECTION 6)
ADDITIONAL PERSONAL TRADING RULES
(SECTION 7)
Non-Access Person      
Regular Access Person    

GA/MIM Private Markets Front-Office Access Person
 
MIM Public Markets Front-Office Access Person

 

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4. General Principles of Business Conduct

 

Applicable to All Access Classification Levels

 

The rules in this Section are applicable to all Access Classification Levels:

 

•       Non-Access Person

 

•       Regular Access Person

 

•       GA/MIM Private Markets Front-Office Access Person

 

•       MIM Public Markets Front-Office Access Person.

 

4.1 GENERAL PRINCIPLES OF BUSINESS CONDUCT

 

Adherence to the General Principles of Business Conduct and other provisions of this Code is a condition of employment. Additionally, while the Code contains specific restrictions and limitations designed to prevent certain defined types of conflicts, the Firm recognizes that not every potential conflict of interest can be anticipated by the Code. Therefore, it is critical that the Code’s General Principles of Business Conduct be followed in the absence of a specific Code requirement or limitation.

 

Each Associate is expected to adhere to a high standard of professional and ethical conduct and should be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with the accounts we manage, or situations that have the potential to cause damage to Manulife or a Manulife Affiliates’ reputation. To this end, each Associate must act with integrity, honesty and in an ethical manner. The following General Principles of Business Conduct govern the activities of our business and every Associate:

 

We have a fiduciary duty to place the interests of our Clients first. Consistent with our fiduciary duty, we must also never (i) employ any device, scheme or artifice to defraud a Client (ii) make any untrue statement of a material fact to the Client or an account we manage or omit to state a material fact necessary in order to make the statements made to a Client, in light of the circumstances under which they are made, not misleading

 

All personal Securities transactions must be conducted consistent with the applicable provisions of the Code, and in such a manner as to avoid any actual or potential conflict of interest and any other abuse of trust or responsibility.

 

We should not take inappropriate advantage of our position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to the accounts we manage.

 

We must treat as confidential any non-public or confidential information concerning the identity of Security holdings and financial circumstances of the Firm or our Clients.

 

We must comply with all applicable laws including applicable domestic and foreign Securities Laws.

 

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4.2 PERSONAL TRADING CONFLICTS OF INTEREST

 

The Code represents a balancing of important interests. On the one hand, we owe a duty of loyalty to our Clients, and we must avoid even the appearance of a conflict that might be perceived as abusing the trust Clients have placed in us. On the other hand, the Firm does not want to prevent conscientious professionals from investing for their own accounts where conflicts do not exist or are immaterial to investment decisions affecting our Clients or the accounts we manage.

 

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, Associates owe a fiduciary duty to our Clients, and the accounts we manage. In most cases, this means that the affected Associates will be required to forego conflicting Securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting Client portfolios or taking unfair advantage of the account relationship.

 

4.3 CONFIDENTIAL INVESTMENT INFORMATION

 

Information acquired by Associates in connection with their duties for the Firm including information regarding actual or contemplated investment decisions, non-public portfolio composition, proprietary research, research recommendations, investment recommendations, or Firm or Client interests, is confidential and may not be used in any way that might be contrary to, or in conflict with the interests of the accounts we manage. Additionally, Associates are reminded that certain Clients have specifically required their relationship with us to be treated confidentially.

 

4.4 MNPI RELATED TO MANULIFE SECURITIES AND MANULIFE AFFILIATED FUNDS

 

Material, non-public information (“MNPI”) related to Manulife Securities, Manulife Affiliated Mutual Funds, or Affiliated Regulated Closed-End Funds acquired by Associates in connection with their duties for the Firm is confidential and may not be used for direct or indirect personal or family benefit including personal trading.

 

4.5 FALSE RUMOURS

 

The Securities Laws prohibit the deliberate or reckless use of manipulative devices or activities with an intention to affect the Securities markets, including the intentional creation or spreading of false or unfounded rumors or other information. Accordingly, Associates may not communicate information regarding companies, Securities, or markets that they know to be false.

 

4.6 SUPERVISORY OVERSIGHT

 

All Associates with managerial responsibility are responsible for the reasonable supervision of their staff to prevent and detect violations of this Code and applicable rules and regulations. Failure to perform adequate oversight can result in the manager being held personally liable by regulators for violations of the Securities Laws and the Code.

 

4.7 SPECIAL REQUIREMENTS FOR REAL ASSETS

 

Associates are prohibited from knowingly engaging in for (direct or indirect) personal or family benefit any of the following activities:

 

Employing, hiring, or contracting with vendors for the provision of goods or services to Manulife or Manulife-managed properties or businesses;

 

Utilizing for personal purposes the paid or unpaid services of a Manulife or Manulife-managed property vendor (including the services of the vendor’s employees);

 

Purchasing or selling property adjacent to existing or proposed Manulife or Manulife-managed properties or businesses;

 

Purchasing, selling, or transferring mineral or other land-related rights impacting existing or proposed Manulife or Manulife-managed properties or businesses;

 

Leasing a real estate interest to or from a Manulife or Manulife-managed property; or

 

Exploiting Manulife or Manulife-managed properties or assets (including rental space and equipment or supplies) for personal use.

 

4.8 SHARED BUSINESS ENTERTAINMENT AND GIFTS

 

The Firm has adopted the “GLOBAL ENTERTAINMENT & GIFT POLICY.” Although the Firm recognizes that the giving or receiving of shared business entertainment and modest gifts is a customary way to strengthen business relationships, and with some restrictions, is a lawful and proper business practice, they have adopted the policy to:

 

Protect Associates from being improperly influenced (or perceived to be improperly influenced) in the discharge of their responsibilities because of excessive or improper shared business entertainment or gifts from a business partner or Client;

 

Ensure that the giving of shared business entertainment or gifts to business partners or Clients does not exclude the Firm from certain investment management and business opportunities; and

 

Ensure that Associates do not engage in shared business entertainment or gift practices that constitute (or appear to constitute) a corrupt business practice, including bribery.

 

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All Associates must abide by the specific standards and disclosure requirements of the “GLOBAL ENTERTAINMENT & GIFT POLICY.”

 

Additionally, Associates are required to report their shared business entertainment and gift activity in StarCompliance, the Code of Ethics administrative system, as well as certify to their adherence to the “GLOBAL ENTERTAINMENT & GIFT POLICY” on a quarterly basis.

 

4.9 PAY TO PLAY

 

The Firm has adopted the “PAY TO PLAY POLICY” to ensure that certain GWAM and GA legal entities (each a “U.S. Adviser”) comply with applicable pay to play laws and are not disqualified from pursuing new government Client opportunities (including public pension fund Clients), or from receiving advisory compensation from existing government Clients.

 

The Policy outlines its applicability to certain U.S. Advisers and Associates of those U.S. Advisers that must comply with the specific standards and requirements of the policy.

 

Additionally, Associates are required to pre-clear and report their political contributions and certify to their adherence to the “PAY TO PLAY POLICY” in StarCompliance on a quarterly and annual basis.

 

4.10 OUTSIDE BUSINESS ACTIVITIES

 

The Firm has established a reporting and pre-clearance process to identify and address certain actual or potential conflicts of interest related to an Associate’s outside business activities.

 

Associates are required to pre-clear and disclose in StarCompliance their outside employment positions, board or officer positions with a business or charitable organization, positions with portfolio companies or other portfolio advisory positions, positions on loan or creditor committees, positions with government or quasi-government bodies, and board or officer positions with industry or professional organizations. This includes activities on both a paid and unpaid basis.

 

Additionally, Associates are required to certify that they have disclosed all outside business activities in StarCompliance on a quarterly and annual basis.

 

4.11 REPORTING VIOLATIONS OF THE CODE

 

Associates who know or have reason to believe that the Code has been or may be violated must bring such actual or potential violations to the immediate attention of the Code Administrator and/or the relevant Chief Compliance Officer.

 

Associates are encouraged to communicate with the Code Administrator and/or the relevant Chief Compliance Officer, if they have a doubt about a provision of the Code pertinent to a specific situation, business practice or potential conflict of interest.

 

It is a violation of the Code for an Associate to deliberately fail to report a violation or deliberately withhold relevant or material information concerning a violation of the Code.

 

No person will be subject to penalty or reprisal for reporting in good faith suspected violations of the Code.

 

Additionally, unethical, unprofessional, illegal, fraudulent or other questionable behavior may also be anonymously reported by visiting the confidential Manulife Ethics Hotline at www.ManulifeEthics.com.

 

4.12 INITIAL CODE CERTIFICATION

 

Each Associate is required to certify in StarCompliance their initial receipt of the Code including that they have read and understood the Code and agree to comply with the applicable provisions of the Code.

 

4.13 QUARTERLY CODE CERTIFICATION

 

Each Associate is required to certify in StarCompliance on a quarterly basis that they are in compliance with the applicable provisions of the Code.

 

4.14 ANNUAL CODE CERTIFICATION

 

Each Associate, on an annual basis, is required to certify in StarCompliance that they have read and understood the Code, have complied with the applicable provisions of the Code (or have disclosed any failure to comply with the provisions of the Code to the Code Administrator) during the past year.

 

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5. Personal Trading Rules

 

Applicable to All Access Persons

 

The rules in this Section are applicable to the following Access Classification Levels:

 

Regular Access Person

 

General Account/MIM Private Markets Front-Office Access Person

 

MIM Public Markets Front-Office Access Person

 

5.1 NO LIABILITY FOR LOSSES

 

Manulife and/or Clients will not be liable for any losses incurred or profits avoided by any Access Person or Household Family Member resulting from the implementation or enforcement of the Code. The definition of a Household Family Member includes an Access Person’s spouse, significant other, minor children or other family members who also share the same household with the Access Person.

 

Access Persons must understand that their ability (as well as the ability of their Household Family Members) to buy and sell Securities may be limited by the Code and that trading activity by the Firm, Clients and/or other Manulife Affiliates may affect the timing of when an Access Person (as well as a Household Family Member) can buy or sell a particular Security.

 

5.2 WHAT SECURITIES ARE SUBJECT TO THE PERSONAL TRADING RULES?

 

Securities in which the Access Person has a Beneficial Interest are subject to the Code’s personal trading restrictions and requirements. An Access Person is deemed to have a Beneficial Interest in any Security where the Access Person controls or can directly or indirectly profit or share in the profit derived from a transaction in a Security. An Access Person is presumed to have a Beneficial Interest in the following Securities:

 

Securities owned by an Access Person in their name;

 

Securities owned by Household Family Members;

 

Securities owned by an Access Person indirectly through an account or investment vehicle for their benefit, such as an IRA/RRSP/ RESP/ISA/SIPP, family trust, or family partnership;

 

Securities in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account; and

 

Securities over which the Access Person has discretion or gives advice (other than for a Firm or Client account). This includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion.

 

5.3 REQUIREMENT TO REPORT SECURITIES ACCOUNTS

 

Access Persons are required to report the name of the broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Securities are or can be held for the Access Person’s Beneficial Interest (including accounts of Household Family Members).

 

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Access Persons are required to report all Securities accounts within 10 calendar days of initially being designated an Access Person. After this initial report of Securities accounts, any Securities accounts opened in the future time must be reported no later than 10 calendar days following the opening of the account or prior to the first discretionary transaction in the account (whichever comes first).

 

The following is a non-exhaustive list of commonly reported Securities Accounts:

Brokerage Accounts
Mutual Fund Only Accounts
Custodial Securities Accounts
Manulife GSOP Plan Accounts
Certain 529 Plans (plans affiliated with or plans with investment options managed by Manulife or a Manulife-affiliated entity)
IRA Accounts
Stock Purchase Plans
Transfer Agent Accounts
Variable Life or Annuity Insurance Policies with underlying Affiliated Mutual Fund investment options
Manulife Loan Program Mutual Fund Account
John Hancock Unified 401k Plan/Manulife RPS
Registered Savings Plan (RRSP/ RESP/TFSA)
Uncertified Book Entry Securities
Physical possession of certified Securities
Employee Stock Option Account
U.K. Individual Savings Account (ISA)
U.K. Self Invested Pension Plan (SIPP)

 

As an Access Person, you are also required to inform any broker/dealer when you open a new account that you are employed by a financial institution and also whether you are registered with a broker/dealer.

 

5.3.1 MANAGED ACCOUNTS

 

As outlined in Section 5.3 above, the requirement to report accounts in which any Securities are or can be held for the Access Person’s Beneficial Interest includes Managed Accounts (accounts where a professional money manager is charged with sole discretionary authority over the account). However, Securities transactions in Managed Accounts may be exempt from Section 5.7: Pre-Clearance Approval Requirement (below) provided the Code Administrator qualifies the account to be a Managed Account.

 

5.3.2 MANAGED ACCOUNT QUALIFICATION PROCESS

 

The Code Administrator may qualify an account to be a Managed Account provided the Access Person furnishes a copy of the client Advisory Agreement for the Managed Account. The Code Administrator will review the agreement to determine if the account qualifies to be a Managed Account. Once the Code Administrator approves an account to be a Managed Account, any Securities transactions in the Managed Account are exempt from Section 5.7: Pre-Clearance Approval Requirement.

 

5.4 DUPLICATE TRANSACTION CONFIRMATIONS AND STATEMENTS

 

Access Persons must arrange for the Code Administrator to receive duplicate copies of trade confirmations of Reportable Securities transactions and periodic account statements for any Reportable Securities accounts in which the Access Person has a Beneficial Interest in, if the account holds, or has the ability to hold, Reportable Securities. This requirement also applies to the Securities confirmations and statements of Household Family Members.3

 

5.5 U.S.-BASED PREFERRED BROKERAGE ACCOUNT REQUIREMENT

 

U.S.-based Access Persons are required to maintain all Reportable Securities accounts (including the Reportable Securities accounts of Household Family Members) at one of the firm’s Preferred Brokers unless the account has been qualified by the Code Administrator as an Exempt Securities Account. A current list of the Firm’s Preferred Brokers can be found on StarCompliance or by contacting the Code Administrator.

 

Upon designation as an Access Person, a person has 45 calendar days to (i) transfer all assets to a Preferred Broker and close the non-compliant account or (ii) qualify any non- compliant Securities account as an Exempt Securities Account.

 

5.6 INITIAL HOLDINGS REPORT AND CERTIFICATION

 

After reporting all Reportable Securities accounts (as outlined in Section 5.3) Access Persons must file an Initial Holdings Report. This Initial Holdings Report is due within 10 calendar days after the person became an Access Person and the submitted information must be current as of a date no more than 45 calendar days prior to the date the person became an Access Person.

 

An Access Person is required to submit with their Initial Holdings Report a certification that they have disclosed or reported all required Reportable

 

3 The Code Administrator may rely on the operating groups of Manulife/John Hancock for administration of trading activity limitations and monitoring of market timing policies for Manulife Affiliated Mutual Funds. To the extent the Code Administrator has ready access to Securities transaction and holdings information, the Code Administrator is not required to obtain duplicate paper confirmations or statements for such accounts.

 

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Securities holdings and all Reportable Securities accounts in which they have a Beneficial Interest (including Household Family Member accounts).

 

The Initial Holdings Report must include: (i) the title and type of each Reportable Security in which the Access Person has any Beneficial Interest, (ii) the exchange ticker symbol or CUSIP number and the number of shares or principal amount of each Reportable Security (each as applicable), (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Reportable Securities are or can be held for the Access Person’s direct or indirect Beneficial Interest, and (iv) the date the report is submitted by the Access Person.

 

5.7 QUARTERLY TRANSACTIONS REPORT AND CERTIFICATION

 

Access Persons must file a Quarterly Transaction Report that discloses certain information about each Reportable Security transaction in which they have (or as a result of the transaction acquired) a Beneficial Interest (including transactions for Household Family Members) during the quarter covered by the Quarterly Transaction Report.

 

Each Access Person’s Quarterly Transaction Report is due within 30 calendar days after the end of each calendar quarter. Each Access Person’s Quarterly Transaction report must also include a certification that the submitted Quarterly Transaction Report includes all information required to be reported. In connection with the Quarterly Transaction Report Certification, Access Persons are required to certify to the accuracy of the listing of Securities accounts displayed in StarCompliance.

 

The Quarterly Transaction report must include: (i) the date of the transaction (“trade date”), (ii) the title of the Reportable Security, (iii) the exchange ticker symbol or CUSIP number, the interest rate and maturity date, the number of shares or principal amount of each Reportable Security, the type of transaction or acquisition, the price at which the transaction was effected (each as applicable), (iv) the name of any broker, dealer, bank, or other entity with or through which the transaction was effected, and (v) the date the report is submitted by the Access Person.

 

5.8 REPORTING OF SECURITIES AS GIFTS, DONATIONS AND INHERITANCES

 

An Access Person’s gift or donation of a Pre-Clearable Security is considered a “sale” event (this includes gifts or donations by Household Family Members) and therefore is subject to pre-clearance approval prior to making the gift or donation. Refer to Section 5.11: Pre-Clearance Approval Requirement. Additionally, any approved gift or donation event of a Reportable Security must be accurately reflected in the next Quarterly Transaction Report (Refer to Section 5.7).

 

The receipt of a gift or inheritance of Reportable Securities should be promptly reported to the Code Administrator to ensure the new holding is accurately accounted for. However, the receipt of a gift or inheritance is not subject to pre-clearance.

 

5.9 ANNUAL HOLDINGS REPORT AND CERTIFICATION

 

Access Persons must file an Annual Holdings Report.

 

The Annual Holdings Report is due within 45 calendar days of December 31st and must be current as of a date no more than 45 calendar days prior to the date this information is reported.

 

Each Access Person must submit each Annual Holdings Report with a certification that they have reported all required Reportable Securities holdings and Securities accounts for which the Access Person holds a Beneficial Interest (including the applicable holdings and accounts of Household Family Members).

 

The Annual Holdings Report must include: (i) the title and type of each Reportable Security in which the Access Person has any Beneficial Interest, (ii) the exchange ticker symbol or CUSIP number and the number of shares or principal amount of each Reportable Security (each as applicable), (iii) the name of any broker, dealer, bank, or other entity with which the Access Person maintains an account in which any Reportable Securities are or can be held for the Access Person’s direct or indirect Beneficial Interest, and (iv) the date the report is submitted by the Access Person.

 

5.10 ACCESS PERSON’S RESPONSIBILITY REGARDING TRANSACTIONS AND HOLDINGS DATA

 

As a convenience to Access Persons, the Code Administrator works with certain brokers to obtain Securities transactions and holdings data to pre-populate Quarterly Transaction and Annual Holdings Reports in StarCompliance (where available). However, the pre-populated data may contain omissions or inaccuracies. It is each Access Person’s responsibility to contact the Code Administrator to correct any inaccurate transactions or holdings data prior to submitting a report or certification.

 

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5.11 PRE-CLEARANCE APPROVAL REQUIREMENT

 

Access Persons may not purchase, sell or otherwise acquire or dispose of any Security in which they have (or because of such transaction will establish) a Beneficial Interest without obtaining advance pre-clearance approval for such transaction from StarCompliance (or the Code Administrator) unless the Security transaction is exempt from the Code’s pre-clearance requirement. Remember, Access Persons are required to obtain pre-clearance approval for all Securities transactions of persons who qualify as a Household Family Member of the Access Person unless the Security transaction is exempt from the Code’s pre-clearance requirement.

 

Refer to APPENDIX C for a list of Securities and Securities transactions exempt from the pre-clearance requirement.

 

5.12 TERMS OF PRE-CLEARANCE

 

During the pre-clearance process, Access Persons will be required to attest to the following terms of pre-clearance:

 

5.12.1 SAME DAY APPROVAL WINDOW

 

The pre-clearance approval is valid only for the same day it is granted.

 

5.12.2 RESTRICTION ON SECURITIES UNDER ACTIVE CONSIDERATION

 

Access Persons may not purchase, sell or otherwise dispose of any Security in which the Access Person has (or because of such transaction will establish) Beneficial Interest if the Access Person at the time of the transaction has actual knowledge that:

the Security (or a related Security) is under Active Consideration for Purchase or Sale by or on behalf of the Firm or any Client account;
the Security is on an MNPI Restricted Trading List; and/or
the Access Person is in possession of material non-public information regarding the Security.

 

5.12.3 LIMIT ORDERS AND SPECIAL ORDERS

 

Due to the same-day approval window outlined in Section 5.12.1, multi-day special orders such as “good until cancelled orders” or “limit orders” are prohibited. “Day orders” (i.e., orders that automatically expire at the end of the trading day session) are allowed, however the onus is on the Access Person to check the status of day orders at the end of the trading day to ensure any orders that have not been executed are cancelled. If a trade order is left open beyond the same-day pre-clearance window, any resulting executed trade will constitute a Code violation.

 

5.12.4 MIM PUBLIC MARKETS INVESTMENT TEAM HOLD UNTIL SOLD RULE

 

Please note this term of pre- clearance is only applicable to the following Classification Level: MIM Public Markets Front-Office Access Persons.
   
  Refer to Section 7.1 – MIM Public Markets Investment Team Hold Until Sold Rule.

 

As outlined in Section 7.1, MIM Public Markets Front-Office Access Persons associated with an Investment Team (including Household Family Members) are not permitted to sell a holding if the same holding is held in a Client account managed by the MIM Public Markets Front-Office Access Person’s Investment Team.

 

5.12.5 INITIAL PUBLIC OFFERINGS & INITIAL COIN OFFERINGS & PRIVATE PLACEMENTS

 

As outlined in Section 5.11, Access Persons must obtain advance pre- clearance approval for transactions of reportable Securities. This includes Initial Public Offerings, Initial Coin Offerings, and Private Placements.

 

Please note that the following Classification Levels may not participate in Initial Public Offerings (Refer to Section 6.2 – Initial Public Offering Ban):
General Account/MIM Private Markets Front-Office Access Person
MIM Public Markets Front-Office Access Person.

 

5.12.6 INITIAL PUBLIC OFFERINGS, INITIAL COIN OFFERINGS & PRIVATE PLACEMENT APPROVALS

 

As part of the pre-clearance process, pre-clearance requests for Initial Public Offerings, Initial Coin Offerings and Private Placements will be subject to the approval of the relevant Chief Investment Officer or designee. Pre-clearance approvals for Initial Public Offerings, Initial Coin Offerings and Private Placements are valid for the duration of the subscription period.

 

5.13 INVESTMENT CLUBS

 

Access Persons (including Household Family Members) are required to pre-clear and report all pre-clearable and Reportable Securities of their Investment Club in the same manner as their own personal trades.

 

Please note that the following Classification Levels may not participate in Investment Clubs (Refer to Section 6.3 – Investment Club Ban):
General Account/MIM Private Markets Front-Office Access Person
MIM Public Markets Front-Office Access Person.

 

5.14 RESTRICTIONS ON MANULIFE SECURITIES

 

The Corporate Law Department has a Policy entitled: Manulife Financial Corporation (“MFC”): Insider Trading & Reporting Policy. This Policy prohibits Manulife employees from speculating in MFC Securities. Speculation includes the purchase or sale of MFC Securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such Securities, buying or selling options, or short selling. The

 

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Policy also outlines requirements for Manulife employees that are deemed to be “Reporting Insiders” and/or “Designated Employees.” Questions related to this Policy and whether you have been deemed a “Reporting Insider” and/or “Designated Employees” should be directed to the Corporate Law Department or to the General Counsel.

Notwithstanding the above, Access Persons are subject to pre-clearance requirements for transactions in MFC Securities, just like any other Security (refer to Section 5.11: Pre-Clearance Approval Requirement).

5.14.1 REQUIREMENT TO PRE-CLEAR SALES OF MFC SHARES IN THE GSOP PROGRAM

 

Access Persons are required to pre-clear sales of MFC Shares in the MFC Global Share Ownership Program (GSOP).

Refer to Section 5.11: Pre-Clearance Approval Requirement.

Access Persons are not required to pre- clear purchases of MFC Shares in the MFC GSOP.

5.15 SHORT TERM PROFIT BAN (“60 DAY RULE”)

 

Access Persons (including Household Family Members) cannot directly or indirectly profit from a discretionary purchase and sale of the same Pre-Clearable Security within 60 calendar days. However, Pre-Clearable Securities whose issuer’s market capitalization is $5 Billion USD or more at the time of the transaction are exempt from the 60 Day Rule.

A voluntary transaction related to a derivative Security (including options) which results in a profit is permitted so long as the voluntary transaction occurs more than 60 calendar days after the initial related transaction event.

The following Securities activities are exempt from the 60-Day Rule:

All money market fund transactions
Automatic Investment Plan transactions (including payroll deduction purchases)
Dividend reinvestment purchase transactions
Issuer Pro Rata Discretionary Transactions
Involuntary issuer transactions (i.e. stock dividends, stock splits/reverse splits or other similar
reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders)
Automatic purchases into a default investment option by a retirement plan
Other involuntary purchase or sales activity not at the direction of the Access Person or the Access Person’s Household Family Member.

Conversely, giving gifts and donations of Securities are considered “Sales” and are not exempt from the 60-Day Rule.

The Code Administrator in consultation with the relevant Chief Compliance Officer may approve waivers to the 60 Day Rule.

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5.16 SAME DAY BLACKOUT PERIOD RULE

Access Persons (and Household Family Members) may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which they have (or as a result of such transaction will establish) a Beneficial Interest if that same or Related Pre-Clearable Security traded in a Client or Firm account on the same day the Access Person (or Household Family Member) transacts unless (1) the Access Person has no actual knowledge that the same or Related Pre-Clearable Security is under Active Consideration for Purchase or Sale by an account and (2) the transaction can satisfy the following exception:

 

5.16.1 MARKET CAP SECURITIES EXCEPTION

May permit the transaction if the Access Person’s pre-clearance request is in the Securities of an issuer whose market capitalization is at least $5B USD or more.

If a Client or Firm account trades in a Pre-Clearable Security during the pre-clearance window and an Access Person successfully obtained pre-clearance approval of a trade, the Access Person may still be required to demonstrate that they did not know that the same or Related Pre-Clearable Security was under Active Consideration for Purchase or Sale for an account at the time of the personal trade. Access Persons failing to demonstrate to the firm “no knowledge” when requested may be required to sell any Security purchased and/or disgorge any profits realized as a result of a transaction being found by the Firm to have violated the Same Day Blackout Period Rule.

 

 Please note that the following Access Person Classification Levels are subject to a stricter Blackout period Rule. (Refer to Section 6.1 - 15 Day Blackout Period Rule.):
General Account/MIM Private Markets Front-Office Access Person
MIM Public Markets Front-Office Access Person.

 

5.17 EXCESSIVE TRADING IS DISCOURAGED

While active personal trading may not in and of itself raise issues under the Securities Laws, a high volume of personal trading by an Access Person can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, high levels of discretionary personal trading activity by an Access Person is strongly discouraged and will be subjected to enhanced scrutiny including reporting to the Ethics Oversight Committee. Additionally, limitations may be imposed on the number of Pre-Clearable Securities pre-clearance requests permitted during a given period for Access Persons.

 

5.18 INFORMATION BARRIERS

 

The Firm has adopted the “INFORMATION BARRIER POLICY” to establish, maintain, and enforce information barriers reasonably designed to meet its business needs and satisfy its contractual and regulatory obligations. In addition, the policy establishes safeguards and controls to ensure the integrity of these information barriers and prevent the improper transfer or sharing of sensitive information between business units.

 

Access Persons must comply with the specific standards and requirements of the “INFORMATION BARRIER POLICY”.

 

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6. Additional Personal Trading Rules for Front- Office Access Persons

Applicable to all General Account/MIM Private Markets Front-Office Access Persons and all MIM Public Markets Front-Office Access Persons

The rules in this Section are applicable to the following Access Classification Levels:

General Account/MIM Private Markets Front-Office Access Person
MIM Public Markets Front-Office Access Person.

 

6.1 15 DAY BLACKOUT PERIOD RULE

Front-Office Access Persons (and Household Family Members) may not purchase, sell or otherwise acquire or dispose of any Pre-Clearable Security in which they have (or as a result of such transaction will establish) a Beneficial Interest if that same or Related Pre-Clearable Security traded in a Client or Firm account 7 calendar days before such a transaction (or will trade in a Client or Firm account 7 days following such a transaction) unless (1) the Front-Office Access Person has no actual knowledge that the same or Related Pre-Clearable Security is under Active Consideration for Purchase or Sale by an account and (2) the transaction can satisfy one of the following exceptions:

 

6.1.1 MARKET CAP SECURITIES EXCEPTION

May permit the transaction if the Front-Office Access Person’s pre-clearance request is in the Securities of an issuer whose market capitalization is at least $5B USD or more.

 

6.1.2 DE MINIMIS TRADING EXCEPTION

May permit the transaction if all of the Front-Office Access Person’s aggregate total same-day pre-clearance requests for the same or Related Pre-Clearable Security have a transaction market value of less than $25,000 USD and (in the case of equities) the same day transactions in the Pre-Clearable Security total no more than 500 equity shares.

If a Client or Firm account trades in a Pre-Clearable Security during the pre-clearance window and a Front-Office Access Person successfully obtained pre-clearance approval of a trade, the Front-Office Access Person may still be required to demonstrate that they did not know that the same or Related Pre-Clearable Security was under Active Consideration for Purchase or Sale for an account at the time of the personal trade. Front-Office Access Persons failing to demonstrate to the Firm “no knowledge” when requested may be required to sell any Security purchased and/or disgorge any profits realized as a result of a transaction being found by the Firm to have violated the 15 Day Blackout Period Rule.

 

6.2 INITIAL PUBLIC OFFERING BAN

Front-Office Access Persons may not directly or indirectly acquire a Beneficial Interest in a Security through an Initial Public Offering (IPO). Consequently Front-Office Access Persons (including Household Family Members) must wait to purchase newly-issued IPO Securities until the next business (trading) day following the offering date of the IPO.

 

6.3 INVESTMENT CLUB BAN

Front-Office Access Persons (including Household Family Members) are prohibited from participating or holding an interest in any Investment Club.

 

6.4 ADDITIONAL RESTRICTIONS – HONG KONG-BASED ACCESS PERSONS ONLY

 

Access Persons who are employees of SFC-licensed entities in Hong Kong must comply with the requirements in the “Staff Ethics” section of the Fund Manager Code of Conduct.

 

Hong Kong-based Front-office Access Persons (and their Household Family Members) are prohibited from the following: (i) short selling any Security, (ii) delay of personal transaction settlement beyond the normal settlement time for the relevant market and (iii) cross trades between Access Persons and Client accounts.

 

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7. Additional Personal Trading Rules for MIM Public Markets Front-Office Access Persons

 

Applicable to all MIM Public Markets Front-Office Access Persons

 

The rules in this Section are applicable to the following Access Classification Levels:

MIM Public Markets Front-Office Access Person.

 

7.1 MIM PUBLIC MARKETS INVESTMENT TEAM HOLD UNTIL SOLD RULE

 

MIM Public Markets Front-Office Access Persons associated with an Investment Team (including Household Family Members) are not permitted to sell a Pre- Clearable Security holding in which they have a Beneficial Interest if (i) the same Security is held in a Client account managed by the MIM Public Markets Front- Office Access Person’s Investment Team and (ii) the MIM Public Markets Front- Office Access Person (or Household Family Member) purchased the Security after the date of the Code’s initial adoption or the date the person was named to the relevant Investment Team (whichever date is later).

 

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8. Administration of the Code

 

8.1 PENALTIES FOR CODE VIOLATIONS

 

Penalties for violating the Securities Laws can be severe, both for the individuals involved and their employers. A person can be subject to penalties even if they did not personally benefit from the violation. Penalties may include civil injunctions, payment of profits made or losses avoided (“disgorgement”), jail sentences, fines for the person committing the violation, and fines for the employer or other controlling person.

In addition, any violation of the Code is subject to the imposition of sanctions by the Firm as may be deemed appropriate under the circumstances by the Firm. These sanctions could include, without limitation, bans on personal trading (including Household Family Member trading), disgorgement of trading profits, and personnel action, including termination of employment, where appropriate.

 

8.2 EXEMPTIONS AND APPEALS

In cases of hardship, exemptions from Code provisions may be granted by the Code Administrator, in consultation with the relevant Chief Compliance Officer, where warranted by applicable facts and circumstances, if permitted by law, and if the Code Administrator and/or Ethics Oversight Committee determines an exemption would be in accordance with the spirit of the General Principles of the Code and the Securities Laws. Associates and Access Persons may direct their request for an exemption to the Code Administrator or the relevant Chief Compliance Officer. The Code Administrator and/ or Ethics Oversight Committee is also authorized to modify the personal trading provisions of this Code where local law would prohibit the application of a specific provision.

If an Associate or Access Person believes that a Code-related request for exemption has been incorrectly denied by the Code Administrator and/or Ethics Oversight Committee, or that a Code-related action is not warranted, they may make a written appeal of the decision or action within 30-days of the decision or action to the Ethics Oversight Committee. The Code Administrator will arrange an appropriate forum or communication for the consideration of appeals.

 

8.3 CODE AMENDMENTS

The Code Administrator, in consultation with the relevant Chief Compliance Officer, is permitted to approve non-material amendments to the Code and the Ethics Oversight Committee (or relevant Board, if applicable) is responsible for approving any material amendments.

For certain Affiliated Mutual Fund and Affiliated Registered Closed-End Fund Clients, the respective Board of Trustees must approve any material changes to the Code within 6 months of the adoption of the material change in accordance with the requirements of SEC Rule 17j-1 under the Investment Company Act of 1940.

 

8.4 PRIVACY

All confidential information received by the Code Administrator or Code service providers is kept confidential and will only be disclosed to others as required to administer this Code, or to report violations to the Ethics Oversight Committee, management, regulators, or other legal authority.

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8.5 CODE ADMINISTRATION

The Firm’s relevant Chief Compliance Officers, together with the Code Administrator, maintain responsibility for establishing policies and procedures for the administration of the Code; monitoring and testing for Code compliance; ensuring Code training is provided to Associates and Access Persons; granting exemptions to any provision of the Code, on an individual or class basis; and considering and recommending material amendments to the Code to the Ethics Oversight Committee (or relevant Board, if applicable).

The Ethics Oversight Committee (or relevant Board, if applicable) retains the ultimate discretion as to the interpretation the Code’s provisions in any given situation, rendering material sanctions for violations of the Code, and rendering final judgments on any Associate’s or Access Person’s appeal of any decision or ordinary sanction imposed by the Code Administrator.

 

8.5.1 CONTACT

The Code Administrator can be contacted at The Code of Ethics, Global Center of Expertise - INVDIVCodeofEthics@manulife.com

 

8.6 RECORDKEEPING

The Code Administrator maintains or causes to be maintained, the following records: (1) a copy of the Code or any predecessor code of ethics which has been in effect during the most recent 7-year period; (2) a record of any violation of the Code, or any predecessor code of ethics, and of any action taken as a result of such violation in the 7-year period following the end of the fiscal year in which the violation took place; (3) a list of all persons currently or within the most recent 7-year period who were required to make reports pursuant to the Code (or any predecessor Code) and the person(s) who were responsible for reviewing these reports; (4) copies of all acknowledgements of each person’s receipt of the Code, Initial and Annual Holdings Reports, Quarterly Transaction Reports, and duplicate brokerage confirmations and Securities account statements (as applicable) filed during the most recent 7-year period; and (5) a record of the approval of, and rationale supporting, the acquisition of Securities by Access Persons in an Initial Public Offering or Limited Offering for at least 7 years after the end of the fiscal year in which the approval is granted.

Code records will be maintained for the first 2 years in an office of the Firm (in paper or accessible electronically) and in an easily accessible place for the time period as required by any applicable regulations thereafter.

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Appendix A

 

Definitions of Italicized Code of Ethics Terms

 

Access Person

Access Persons are any Associate who, in connection with their regular functions or duties: (i) has regular access to non-public information regarding the purchase or sale of securities or non-public information regarding the portfolio holdings of Client or Firm accounts, (ii) has a job function that relates to the making (or participating in making) of recommendations regarding the purchase or sale of Securities for Firm or Client accounts, or (iii) regularly has or may have access to material, non-public securities information. See Section 3: Access Classification Levels and Applicable Rules.

Active Consideration for Purchase or Sale

A Security is under Active Consideration for Purchase or Sale once an analyst wishes to recommend or a portfolio manager forms a specific intent to purchase or sell a Security for a Client or Firm account.

Advisory Person of a Fund

An Advisory Person of a Fund is (i) any “Access Person” of the Fund (as defined by SEC Rule 17j-1), (i) any director, officer, general partner, or employee of a Fund or its investment adviser (or of any company in a control relationship to the Fund or its investment adviser who, in connection with their regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of “covered securities” (as defined by SEC Rule 17j-1) by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; or (iii) any natural person in a control relationship to the Fund or investment adviser who obtains information regarding recommendations made to the Fund with regard to the purchase or sale of covered securities. Note: Advisory Persons of a Fund that are also personnel of John Hancock Investment Management, LLC (“JHIM LLC”) are covered under a separate joint Fund and JHIM LLC code of ethics. Additionally, Advisory Persons of a Fund that are also independent trustees of a Fund are covered under a separate Fund independent trustee code of ethics.

Affiliated Mutual Fund

Any Mutual Fund for which Manulife serves as an investment adviser (or sub-adviser) or whose investment adviser (or sub-adviser) controls, is controlled by, or is under common control with Manulife. (e.g., Manulife or John Hancock Mutual Funds).

Affiliated Registered Closed-End Fund

Any U.S. registered Closed-End Investment Company or business development company for which Manulife serves as an investment adviser (or sub-adviser) (e.g., John Hancock GA Mortgage Trust, etc).

Associate

Associates are: (i) any partner, officer, director, or other person occupying a similar status or performing similar functions of the Firm (ii) an employee of the Firm (iii) any person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm (iv) any person meeting the definition of Access Person; (v) an Advisory Person of a Fund; (vi) certain Manulife Affiliate persons who engage, directly or indirectly, in the Firm’s investment advisory activities; and (vii) any other person who the Code Administrator deems an Associate.

See Section 3.1.

Automatic Investment Plan

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. Examples include automatic dividend reinvestment plans and payroll deduction purchase plans.

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Beneficial Interest

An Access Person is deemed to have a Beneficial Interest in any transaction in which the Access Person controls or has the opportunity to directly or indirectly profit or share in the profit derived from the Securities transacted. An Access Person is presumed to have a Beneficial Interest in the following Securities and related transaction activities: (1) Securities owned by an Access Person in their name; (ii) Securities (and Securities accounts) owned by Household Family Members; (iii) Securities owned by an Access Person indirectly through an account or investment vehicle for their benefit, such as an IRA/RRSP/RESP/ISA/SIPP, family trust or family partnership; (iv) Securities owned in which the Access Person has a joint ownership interest, such as Securities owned in a joint brokerage account; and (v) Securities over which the Access Person has discretion or gives advice (other than Firm or Client accounts) and includes Securities owned by trusts, private foundations or other charitable accounts for which the Access Person has investment discretion. Beneficial Interest is interpreted in the same manner under the Code as it would be under Rule 16a-1(a)(2) under the U.S. Securities Exchange Act of 1934.

Chief Compliance Officer

The term Chief Compliance Officer refers to the Chief Compliance Officer of each applicable entity adopting this Code.

Client

For purposes of this Code, the term “Client” means the specific person or entity that has an investment advisory or investment sub-advisory services agreement (or supervised investment delegation affiliate arrangement) with a specific entity adopting this Code. The term “Client” also includes a Fund.

Closed-End Investment Company

A Closed-Fund Investment Company is a registered investment company that issues a fixed number of shares and is usually traded on a major stock exchange. In contrast, an open- end investment company (i.e., mutual fund) continuously offers new shares to the public and repurchases shares at net asset value. Note: Many REITs are Closed-End Investment Companies.

Code Administrator

Code Administrator refers to the person (or persons) primarily responsible for the day-to-day administration of the Code. The Code Administrator can be contacted at The Code of Ethics, Global Center of Expertise - INVDIVCodeofEthics@manulife.com.

Cryptocurrencies

A cryptocurrency (or crypto currency) is a digital asset designed to work as a medium of exchange that uses strong cryptography to secure financial transactions, control the creation of additional units, and verify the transfer of assets. Cryptocurrencies use decentralized control as opposed to centralized digital currency and central banking systems. The decentralized control of each cryptocurrency works through distributed ledger technology, typically a blockchain, that serves as a public financial transaction database.

Direct Obligations of the Government of the U.S. or U.K.

Any Security directly issued or guaranteed as to principal or interest by the United States. Examples of direct obligations include Cash Management Bills, Treasury Bills, Notes and Bonds, and STRIPS. It is important to note that Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac) Securities are not Direct Obligations of the Government of the United States. Direct Obligations of the U.K. refers to the following list of Securities issued and guaranteed by the United Kingdom Treasury: Premium Savings Bonds, Index Linked Savings Certificates, Fixed Interest Savings Certificates, Guaranteed Equity Bonds, Capital Bonds, Children’s Bonus Bonds, Fixed Rate Savings Bonds, Income Bonds, and Pensioners Guaranteed Income Bonds. Refer to M&G Investment Management Ltd. SEC No-Action Letter (Sept. 10, 2002).

Ethics Oversight Committee

The Ethics Oversight Committee is an ad hoc or standing compliance committee composed of Code Administrator personnel, relevant Chief Compliance Officers and certain senior management.

Exchange-Traded Fund (ETF)

An Exchange-Traded Fund (ETF) is an investment fund traded on stock exchanges. An ETF holds assets such as stocks, commodities or bonds. Most ETF’s track an index, such as a stock index or bond index. ETF transactions require annual and quarterly reporting, but do not require advance pre-clearance approval. Refer to APPENDIX C for further information on reporting ETF transactions and holdings.

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Exempt Securities Accounts

With written approval from the Code Administrator, U.S.-based Access Persons (and Household Family Members) subject to the Preferred Broker Requirement of Section 5.5 are permitted to maintain a Securities account with an entity other than with a Preferred Broker, if the Securities account can meet one of the following exemptions: (i) it contains only Securities that can’t be transferred; (ii) it exists solely for products or services that one of the Preferred Brokers cannot provide; (iii) it exists solely because your spouse’s or significant other’s employer prohibits external covered accounts; (iv) it is managed by a third-party registered investment adviser; (v) it is restricted to trading interests in 529 College Savings Plans; (vi) it is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan); (vii) employee sponsored phantom stock or option plan; (viii) it is required by a direct purchase plan, a dividend reinvestment plan, or an Automatic Investment Plan with a public company in which regularly scheduled investments are made or planned; (ix) it is a Mutual Fund only account; (x) it is required by a trust agreement; (xi) it is associated with an estate of which the Access Person is the executor, but not a beneficiary, and involvement with the account is temporary; (xii) transferring the account would be inconsistent with other applicable rules; or (xii) other exception approved by the Code Administrator.

Firm

Global Wealth and Asset Management (“GWAM”) and General Account Investments (“GA”) business groups and the entities listed in Appendix B of this Code.

Fund(s)

Fund (or collectively Funds) means the John Hancock GA Mortgage Trust, John Hancock Private Placement Trust, and John Hancock GA Senior Loan Trust.

High Quality Short Term Debt Instrument

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 rating organization (e.g., S&P, Moody’s, Fitch, A.M. Best).

Household Family Member

An Access Person’s spouse, “significant other,” minor children, or other family member who also shares the same household with the Access Person. An Access Person’s “significant other” is defined as a person who (i) shares the same household with the Access Person; (ii) shares living expenses with the Access Person; and (iii) is in a committed personal relationship with the Access Person and there is an intention to remain in the relationship indefinitely.

The Code Administrator, after reviewing all the pertinent facts and circumstances, may determine, if not prohibited by applicable law, that an indirect Beneficial Interest over Securities held by members of the Access Person’s Household Family Members does not exist or is too remote for purposes of the Code’s requirements.

Initial Coin Offering

An Initial Coin Offering (ICO) is the cryptocurrency industry’s equivalent to an Initial Public Offering (IPO) (see IPO definition below). ICOs act as a way to raise funds, where a company looking to raise money to create a new coin, app, or service launches an ICO. Interested investors can buy into the offering and receive a new cryptocurrency token issued by the company. This token may have some utility in using the product or service the company is offering, or it may just represent a stake in the company or project.

Initial Public Offering

An offering of Securities registered under the U.S. Securities Act of 1933 (or comparable non-U.S. registration statute or regime), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (or comparable non-U.S. compulsory reporting requirements).

Investment Club

A group of people who pool their assets in order to make joint decisions (typically a vote) on which Securities to buy, hold or sell.

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Investment Team

An individual Investment Team describes the grouping of analysts and portfolio managers who make or participate in making recommendations regarding the purchase or sale of securities for designated Client accounts. The Code Administrator or CCO may also assign certain traders to specific Investment Teams if the trader regularly participates in the Security recommendation process with the analysts or portfolio managers.

Limited Offering

A Securities offering that is exempt from registration under the U.S. Securities Act of 1933, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933, or equivalent foreign statute or regulation. Also known as a private placement Security (e.g., private investment funds, “hedge funds,” limited partnerships, etc.)

Manulife

Manulife Financial Corporation.

Manulife Affiliate

All persons or entities controlled by Manulife.

Mutual Fund

(a) Any U.S. registered open-end investment management company (i.e., mutual fund); or

(b) a Canadian or foreign regulated mutual fund (UCITs etc.) which meets the following 4 requirements: (i) redemption on demand at the net asset value of fund shares, (ii) forward pricing reflecting the net asset value of fund shares, (iii) daily calculation of the fund’s net asset value in a manner consistent with principles and rules adopted under the Investment Company Act of 1940, and (iv) absence of a secondary market. Refer to SEC No-Action Letter, Manufacturers Adviser Corp., Sept. 10, 2002.

No Direct or Indirect Control Over Account

Purchases, sales or dispositions of Securities over which a person has no direct or indirect influence or control (e.g., a “blind trust” or certain managed accounts which the Access Person has obtained from the Code Administrator a written exemption).

Pre-Clearable Security

All Securities except those Securities listed on APPENDIX C of the Code as exempt from the pre-clearance requirements of the Code.

Preferred Brokers

A current list of Preferred Brokers can be found on StarCompliance or by contacting the Code Administrator. Refer to Section 5.5 for further information regarding the U.S.-Based Preferred Brokerage Account requirements.

Private Placement

Private Placement (or non-public offering) is a funding round of Securities which are not sold through a public offering, but rather through a private offering, mostly to a small number of chosen investors.

Pro Rata Discretionary Transactions

Purchases or other acquisitions or dispositions of Securities resulting from the discretionary exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of the issuer. (e.g., discretionary participation in takeovers, rights & tender/exchange offerings).

Reportable Security

All Securities except those Securities listed as exempt from the Initial and Annual Holdings Report and Quarterly Transaction Report requirements on APPENDIX C of the Code.

Same (or Related) Pre-Clearable Security

For an equity Security, the Same Pre-Clearable Security would include all other equity securities of the same issuer or, other instrument whose value is derived from the value of the issuer’s equity Securities. For a debt Security, the Same Pre-Clearable Security would include all other debt instruments of the same issuer as well as any instrument whose value is derived from the credit, value or reference to the issuer’s debt.

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Security (Securities)

A “security” as defined by Section 1(1) of the Ontario Securities Act, the Hong Kong Securities and Futures Ordinance, Section 3(a)(10) or the Investment Advisers Act of 1940. Examples include but are not limited to: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, mutual funds, closed-end funds, unit investment trusts, REITS, ETFs, commodity funds, broker cds, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, security-based swap, 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 privileged entered into on a national securities exchange related 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. References to a Security also includes any warrant for, option in, or “security” or other instrument immediately convertible into or whose value is derived from that “security” and any instrument or right which is equivalent to that “security.” The definition of Security applies regardless of the registration status or domicile of registration of the Security (i.e., the term Security includes both private placements/ limited partnership interests and publicly-traded securities as well as domestic and foreign Securities). For purposes of this Code, the definition of Securities also includes other instruments and interests labeled as reportable on APPENDIX C of this Code.

Securities Laws

The Securities Laws include various domestic and foreign securities-related laws, statutes and rules/regulations that govern the Firm’s investment management activities and includes: Ontario Securities Act, U.K. Financial Services Authority regulations, the Securities and Futures Ordinance of Hong Kong, Securities and Futures Act (Singapore), the Securities Act of 1933 (U.S.), the Securities Exchange Act of 1934 (U.S.), the Sarbanes-Oxley Act of 2002 (U.S.), the Investment Company Act of 1940 (U.S.), the Investment Advisers Act of 1940 (U.S.), Title V of the Gramm-Leach-Bliley Act (U.S.), and the Bank Secrecy Act (U.S.) (as it applies to funds and investment advisers).

StarCompliance

The web-based reporting and certification system used by the Firm to facilitate compliance with certain reporting and pre-clearance obligations imposed under the Code (a.k.a., Star). The Code Administrator may approve alternate reporting methods if deemed appropriate.

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Appendix B

1Legal Entity Adoption of the Code

 

Legal Entity:

Jurisdiction/ Country

Initial Adoption Date

Hancock Natural Resource Group, Inc. U.S. April 6, 2020
John Hancock GA Mortgage Trust U.S. April 6, 2020
John Hancock GA Senior Loan Trust U.S. April 6, 2020
Manulife Asset Management and Trust Corporation Philippines April 6, 2020
Manulife Data Services Inc. Barbados April 6, 2020
Manulife General Account Investments (HK) Limited Hong Kong April 6, 2020
Manulife General Account Investments (Singapore) Pte. Ltd. Singapore April 6, 2020
Manulife IM (Switzerland) LLC Switzerland April 6, 2020
Manulife Investment (Shanghai) Limited Company China April 6, 2020
Manulife Investment Management (Europe) Limited U.K. April 6, 2020
Manulife Investment Management (Ireland) Limited Ireland April 6, 2020
Manulife Investment Management (North America) Limited Canada April 6, 2020
Manulife Investment Management (US) LLC U.S. April 6, 2020
Manulife Investment Management Distributors Inc. Canada April 6, 2020
Manulife Investment Management Limited Canada April 6, 2020
Manulife Investment Management Private Markets (Canada) Corp Canada April 6, 2020
Manulife Investment Management Private Markets (US) LLC U.S. April 6, 2020
Manulife Investment Management Private Markets Holdings (US) LLC U.S. April 6, 2020
Manulife Overseas Investment Fund Management (Shanghai) Limited Company China April 6, 2020

Manulife US Real Estate Management Pte, Ltd. (Definition of Associate only includes officers and employees of the entity).

Singapore

April 6, 2020

The General Account Investments and the Manulife Investment Management Private Markets Groups of John Hancock Life Insurance Company (U.S.A.)

U.S.

April 6, 2020

The General Account Investments and the Manulife Investment Management Private Markets Groups of The Manufacturers Life Insurance Company

Canada

April 6, 2020
John Hancock Personal Financial Services, LLC U.S. April 5, 2021

 

1This Code has been designed to be applicable across GWAM and GA and certain regulated entities listed in Appendix B (together the “Firm”), however it is being implemented in a multi-phased, multi-year project.

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Appendix C

 

Securities Reporting & Pre-Clearance Summary Chart

 

Only applicable to Access Persons in the following Access Classification Levels:

•   Regular Access Person

•   General Account/MIM Private Markets Front-Office Access Person

•   MIM Public Markets Front-Office Access Person.

Reportable Security?

Initial and Annual Holdings Reports

Reportable Security?

Quarterly Transaction Reports

Pre-Clearable

Security?

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly (italicized terms are defined in the Code). Does the Access Person need to report the following types of Securities holdings? Does the Access Person need to report transactions in the following types of Securities? Does the Access Person need to obtain pre- clearance approval prior to transacting in the following types of Securities?

 

Government Securities

Direct Obligations of the Government of the U.S. or U.K. No No No
State, Province or Municipal Bonds Yes Yes Yes

Direct Obligations of the Governments of Canada, Japan, Germany, France or Italy

Yes

Yes

Yes

 

Money Market Instruments/Commodities/Currency

Bankers Acceptances No No No
Bank Certificates of Deposit No No No
Brokerage Certificates of Deposit Yes Yes No
Commercial Paper No No No
High Quality Short-Term Debt Instruments No No No
Repurchase Agreements No No No
Money Market Funds (including Money Market Affiliated Mutual Funds) No No No
Physical Commodities and Options and Futures on Commodities (not commodity ETFs or closed-end funds)

No

No

No

Foreign and Domestic Currency Holdings/Transactions. This includes currency options (unless they are traded on a national securities exchange) and futures.

No

No

No

Cryptocurrencies (only Initial Coin Offerings “ICO’s” are reportable and pre-clearable)

No

No

No

 

29

 

Only applicable to Access Persons in the following Access Classification Levels:

•   Regular Access Person

•   General Account/MIM Private Markets Front-Office Access Person

•   MIM Public Markets Front-Office Access Person.

Reportable Security?

Initial and Annual Holdings Reports

Reportable Security?

Quarterly Transaction Reports

Pre-Clearable

Security?

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly (italicized terms are defined in the Code). Does the Access Person need to report the following types of Securities holdings? Does the Access Person need to report transactions in the following types of Securities? Does the Access Person need to obtain pre- clearance approval prior to transacting in the following types of Securities?

 

IPOs / ICOs, Private Placements / Limited Offerings

IPOs & ICOs

(Note: IPO’s are prohibited for the following Classification Levels: GA/MIM Private Markets Front-Office Access Persons & MIM Public Markets Front-Office Access Persons)

 

Yes

 

Yes

 

Yes

Private Placements/Private Funds/Limited Offerings Yes Yes Yes

 

Issuer Event Transactions / Automatic Investment Plans

Involuntary Issuer Transactions and Holdings (stock dividends, stock splits/reverse splits, or other similar reorganizations or distributions, call of a debt security, and spin-offs of shares to existing holders)

Yes

Yes

No

Issuer Pro Rata Discretionary Transactions/Elections (purchases or other acquisitions or dispositions resulting from the discretionary 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) (e.g., discretionary participation in takeovers, rights & tender/exchange offerings)

Yes

Yes

Yes. Pre-clearance approval for discretionary elections should be sought by manually phoning or emailing the Code Administrator directly. It is important to contact the Code Administrator to avoid having your request improperly denied.

Automatic Investment Plans

(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)

(for Mutual Funds AIPs Refer to below)

Yes.

You must add up all of the Plan transactions for the year and reflect the activity on the Annual Holdings Report

No.

You do not need to report automatic (non-discretionary) Plan transactions on the Quarterly Transaction Report

No. However, transactions that override the automatic preset schedule (discretionary purchases /sales, discretionary changes in individual security selection) must be pre-cleared. Note: You do not need to pre-clear a change to your money contribution level into a Plan.

30

 

Only applicable to Access Persons in the following Access Classification Levels:

•   Regular Access Person

•   General Account/MIM Private Markets Front-Office Access Person

•   MIM Public Markets Front-Office Access Person.

Reportable Security?

Initial and Annual Holdings Reports

Reportable Security?

Quarterly Transaction Reports

Pre-Clearable

Security?

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly (italicized terms are defined in the Code). Does the Access Person need to report the following types of Securities holdings? Does the Access Person need to report transactions in the following types of Securities? Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities?

 

Issuer Event Transactions / Automatic Investment Plans

Dividend Reinvestment Plan Automatic Transactions Yes No No
Issuer Direct Stock Plan Automatic Transactions Yes No No

Issuer Direct Stock Plan Non-Automatic Transactions (discretionary transactions)

Yes

Yes

Yes. A pre-cleared transaction instruction is valid until executed by the Plan.

 

Investment Company Securities

Closed-End Investment Companies Yes Yes Yes
Exchange Traded Funds (ETFs) and Exchange Traded Notes Yes Yes No
Money Market Funds (including Money Market Affiliated Mutual Funds) No No No
Mutual Funds (non-affiliated) No No No
Affiliated Mutual Funds Yes Yes No

Affiliated Mutual Funds interests held by or through the Manulife Registered Pension Plan (RPS), Manulife Registered Retirement Savings Plan (RRSP), John Hancock Unified 401k Plan, other employer- sponsored retirement plan, 529/RESP plan, or any other account.

Yes

Yes, however do not report automatic transactions/ rebalances (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction Report

No

Affiliated Mutual Funds held through a variable (annuity or life) insurance product separate account/unit investment trust

Yes (report Affiliated Mutual Fund unit values)

Yes, however do not report automatic transactions/ rebalances (in accordance with a predetermined schedule/ allocation) on the Quarterly Transaction Report

No

31

 

Only applicable to Access Persons in the following Access Classification Levels:

•   Regular Access Person

•   General Account/Private Markets Front-Office Access Person

•   MIM Public Markets Front-Office Access Person.

Reportable Security?

Initial and Annual Holdings Reports

Reportable Security?

Quarterly Transaction Reports

Pre-Clearable

Security?

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly (italicized terms are defined in the Code). Does the Access Person need to report the following types of Securities holdings? Does the Access Person need to report transactions in the following types of Securities? Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities?

 

Employee Compensation Instruments

      Automated Purchases—No

MFC Shares in the MFC Global Share Ownership Plan (GSOP)

Yes

Automated Purchases—No

Sales—Yes

Sales—Yes. A pre-cleared transaction instruction is valid until executed by the Plan.

MFC Restricted Share Units (RSU), Deferred Share Units (DSU), or Performance Share Units (PSU)

No

No

No

Options Acquired from MFC or Other Public Company Employer as Part of Employee Compensation (MFC Solium Account options)

Yes

Yes

No

Employer Phantom Stock/Phantom Option Interest (granted as compensation to employee, only employer can redeem interest and interest is non-transferable)

No

No

No

      Automatic Grants— No

Employer (non-MFC) Stock Grant (unvested grant of employer stock, vesting event, sales of vested shares)

Unvested and Vested Amounts— Yes

Grants—No

Vesting Events — No (however if upon vesting the shares are transferred to a brokerage account then yes)

Automatic Vesting Event—No

Sale of Vested Shares:

Yes—if employee directs sale, No—if employer automatically sells vested without direction from employee)

32

 

Only applicable to Access Persons in the following Access Classification Levels:

•   Regular Access Person

•   General Account/Private Markets Front-Office Access Person

•   MIM Public Markets Front-Office Access Person.

Reportable Security?

Initial and Annual Holdings Reports

Reportable Security?

Quarterly Transaction Reports

Pre-Clearable

Security?

Unless otherwise indicated on this chart, (i) all Securities positions must be reported initially and annually thereafter, (ii) all Securities transactions must receive advance pre-clearance approval, and (iii) all Securities transactions must be reported quarterly (italicized terms are defined in the Code). Does the Access Person need to report the following types of Securities holdings? Does the Access Person need to report transactions in the following types of Securities? Does the Access Person need to obtain pre-clearance approval prior to transacting in the following types of Securities?

 

 Gifts / Blind Trusts / Managed Accounts

Gifts, Inheritances, or Donations of Reportable Securities (received or given)

Yes

Yes

Securities Gifts & Inheritances Received - No

Securities Given or Donated - Yes

      No*

No Direct or Indirect Control Over Account (Securities held in, purchased/sold for an account where a person does not have direct or indirect influence or investment/ proxy voting control, e.g., Blind Trusts, Certain Managed Accounts)

No

No

*However, you must report initial and annual holdings in (as well as pre-clear and report quarterly transactions for) a Managed Account unless the Access Person has obtained a specific written pre-clearance or reporting exemption from the Code Administrator.

33

 

EXHIBIT 99p18

 

MARTINGALE ASSET MANAGEMENT, L.P.

 

Code of Ethics

 

Effective as of March 18, 2022

 

Introduction

 

A primary duty of all Advisory Persons (as defined below) of Martingale Asset Management, L.P. (the “Adviser”), when dealing with investment advisory clients (each defined below as an “Advisory Client”), is to conduct themselves in conformance with the highest ethical standards. Thus, no Advisory Person of the Adviser shall engage in any activity that could result in an actual, potential or perceived conflict of interest, and each Advisory Person must avoid any action that could be considered a breach of one’s fiduciary duties.

 

This Code of Ethics sets forth the policies concerning the purchase or sale of Securities (as defined below) by Advisory Persons of the Adviser and the conduct expected of Advisory Persons. It further sets forth the procedures to be used to report the purchase or sale of any Securities by such person or address any violation of this Code of Ethics. This Code of Ethics is designed to ensure compliance with the requirements of Sections 204 and 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder, as well as Section 17(j) of the Investment Company Act of 1940 (the “1940 Act”) and Rule 17j-1 thereunder. In addition, this Code of Ethics is designed to provide a program for detecting and preventing insider trading by Advisory Persons of the Adviser.

 

Section 204A of the Advisers Act requires investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse (whether under the Advisers Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the rules and regulations thereunder) of material, nonpublic information by investment advisers or any person affiliated with an investment adviser. Rule 204A-1 requires each registered investment adviser to adopt a written code of ethics containing provisions reasonably necessary to prevent Advisory Persons from engaging in conduct prohibited by Rule 204A-1.

 

Section 17(j) of the 1940 Act makes it unlawful for an affiliated person of a registered investment company to engage in transactions in Securities that are also held or are to be acquired by a registered investment company, if such transactions are in contravention of rules adopted by the Securities and Exchange Commission to prevent fraudulent, deceptive, or manipulative practices. Section 17(j) broadly prohibits any such affiliate from engaging in any type of manipulative, deceptive, or fraudulent practice with respect to the investment company and, in furtherance of that prohibition, requires each adviser to a registered investment company to adopt a written code of ethics containing provisions reasonably necessary to prevent Advisory Persons from engaging in conduct prohibited by Rule 17j-1. The Rule also requires that reasonable diligence be used and procedures instituted to prevent violations of such code of ethics.

 

Martingale Asset Management, L.P.

 

A copy of this Code of Ethics (and any amendments adopted from time to time) shall be circulated to each Advisory Person by one of the members of the Adviser’s compliance committee (the “Compliance Committee”), the members of which are set forth on Exhibit A attached hereto (each such member of the Compliance Committee, a “Designated Compliance Officer”), together with an acknowledgment of receipt, which shall be signed and returned to a Designated Compliance Officer by each Advisory Person. The Compliance Committee is charged with the responsibility for ensuring that all Advisory Persons adhere to the requirements of this Code of Ethics, as amended from time to time.

 

This Code of Ethics is not intended to cover all possible areas of potential liability under the Advisers Act or the 1940 Act or under the federal securities law in general. This Code of Ethics is not all-inclusive and does not cover all of the expectations that the Adviser has for Advisory Persons. Advisory Persons are expected to conduct themselves with the highest ethical and business standards and always to comply with all applicable securities laws, including the Advisers Act. Persons covered by this Code of Ethics, therefore, are advised to seek advice before engaging in any transactions involving Securities held or under consideration for purchase or sale by the Adviser on behalf of Advisory Clients to ensure compliance with all applicable federal securities laws including the Advisers Act.

 

In addition, the Securities Exchange Act of 1934 and other federal and state securities laws may impose fiduciary obligations and trading restrictions on Advisory Persons in certain situations. It is expected that Advisory Persons will be sensitive to these areas of potential conflict, even though this Code of Ethics does not address specifically these other areas of fiduciary responsibility.

 

Definitions

 

1.        “Advisory Person” means any officer, director or employee of or partner in the Adviser who is involved in the advisory process, including portfolio managers; traders; employees whose duties or functions involve them in the investment process; any employee who makes, participates in or has access to information concerning the investment decisions that are being made for an Advisory Client or concerning the portfolio holdings of any fund for which the Adviser serves as investment adviser; and any affiliated, control or supervised person of the Adviser; provided, that a Designated Compliance Officer or another person listed on Exhibit A hereto may affirmatively determine, based on a review and evaluation of the specific facts and circumstances, that an officer, director or partner of the Adviser shall not be considered an “access person” (as defined in Rule 204A-1(e)(1) of the Advisers Act) or an Advisory Person for purposes of this Code if such officer, director or partner (a) is not involved in the advisory process for any of the Adviser’s Advisory Clients, whether in respect to providing advice on or having access to nonpublic recommendations made by the Adviser regarding purchases or sales of Securities; and (b) does not have access to nonpublic information regarding either (x) any Advisory Clients’ purchase or sale of Securities or (y) the portfolio holdings of any reportable fund (as such term is defined in Rule 204A-1 of the Advisers Act). For purposes of this Code of Ethics, Advisory Person also includes members of an Advisory Person’s immediate family (i.e., husband, wife and children who are (i) directly or indirectly dependents of, and (ii) members of the same household as, an Advisory Person), accounts in which an Advisory Person or members

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Martingale Asset Management, L.P.

 

of his or her family has a Beneficial Ownership (as defined below) interest or over which an Advisory Person has investment control or exercises investment discretion (e.g., a trust account).

 

2.       “Advisory Client” means any client (as that term is defined in Rule 203(b)(3)-1 of the Advisers Act) or any individual, group of individuals, partnership, trust or company, including a registered investment company, for whom the Adviser acts as investment adviser.

 

3.       “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.

 

4.       “Beneficial Ownership” shall mean any interest by which you, or any member of your immediate family (i.e., spouse, child or stepchild, parent, sibling or other relative living in the same home), can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security. Without limiting the foregoing, the term “Beneficial Ownership” also shall be interpreted with reference to the definition of Beneficial Ownership contained in the provisions of Section 16 of the Exchange Act, and the rules and regulations thereunder, as such provisions may be interpreted by the Securities and Exchange Commission. Thus, you may be deemed to have Beneficial Ownership of Securities held in accounts in your own name, your spouse’s name, and in all other accounts over which you do or could be presumed to exercise investment decision-making powers, or other influence or control, including, trust accounts, partnership accounts, corporate accounts or other joint ownership or pooling arrangements. The determination of direct or indirect beneficial ownership shall apply to all Securities that an Advisory Person presently owns or later acquires.

 

5.       “Cash Compensation” means any discount, concession, fee, service fee, commission, asset-based sales charge, loan, override or cash employee benefit received in connection with the offering of the Adviser’s services.

 

6.       “Control” means the power to exercise a controlling influence over the management or policies of the Adviser.

 

7.       “Non-Cash Compensation” means any form of compensation received in connection with the offering of the Adviser’s services that is not Cash Compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging.

 

8.       The “purchase” or “sale” of a Security includes the writing of an option to purchase or sell a Security.

 

9.       “Security” or “Securities” shall have the meaning set forth in Section 202(a)18 of the Advisers Act, except that it shall not include shares of registered open-end investment companies; securities issued by or holdings in direct obligations of the government of the United States (including federal government agencies) (“Government Securities”); 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 funds other than funds for which the Adviser is an Investment Adviser; shares issued by unit investment trusts that are invested exclusively in one or more open-end

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Martingale Asset Management, L.P.

 

funds, none of which are funds for which the Adviser is an investment adviser; and shares in exchanged-traded funds that are organized as open-end funds, none of which are funds for which the Adviser is an investment adviser.

 

Pre-Approval of Transactions

 

All purchases and sales (including short sales and option transactions) of individual Securities by Advisory Persons must be pre-approved before an order is placed. Prior to any purchases or sales of Securities, Advisory Persons must receive approval in writing (or, in unusual circumstances, promptly confirmed in writing), initialed by one of the persons listed on Exhibit A, and, once approved, purchase or sale orders must be executed within one business day of the approval date. As necessary, before giving approval, the person providing approval will consult (on a “no name” basis) with the appropriate trader to determine whether the proposed purchase or sale in any way conflicts with any trading being carried out on behalf of an Advisory Client. Advisory Persons seeking approval to acquire or dispose of individual Securities should allow sufficient time for this review and approval process. Records of each approval, and the rationale supporting each such approval, shall be maintained for at least five years after the end of the fiscal year in which such approval is granted and shall be kept at the offices of the Adviser for at least two years. The Adviser may maintain and preserve these records through electronic media or hard copy documentation.

 

Prohibited Purchases and Sales

 

No approval will be given for proposed transactions that violate the following rules, subject to the limited exceptions given below. No Advisory Person shall purchase or sell (including short sales and option transactions), directly or indirectly, any Security in which he or she has, or by such transaction acquires, any direct or indirect Beneficial Ownership, which Security at the time of such purchase or sale:

 

(a)is being purchased or sold for the account of an Advisory Client; or

 

(b)was purchased or sold for the account of an Advisory Client within seven days before and seven days after the date of such purchase or sale.

 

Additionally, no Advisory Person shall engage in a transaction, directly or indirectly, that involves an opportunity that an Advisory Client could utilize, unless one of the persons indicated on Exhibit A has (i) confirmed, on behalf of the Adviser, that the account of the Advisory Client does not wish to take advantage of the opportunity and (ii) approved of such transaction.

 

These restrictions shall not apply to purchases and sales of Securities that receive the prior approval of a person listed on Exhibit A where that person, in his or her discretion with an eye toward preventing abuse, has reasonably determined that such purchases or sales are only remotely potentially harmful to any Advisory Client; where it would be unlikely for any such purchase or sale to affect a highly institutional market; or where the Securities being purchased or sold are clearly not related economically to the Securities being purchased, sold or held by the account of an Advisory Client.

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Martingale Asset Management, L.P.

 

Additional Policies

 

1.       Investment Through Mutual Funds and Exchange-Traded Funds Organized as Open-End Funds Encouraged (Other Than Those Advised by the Advisor). All Advisory Persons are encouraged to make personal investments exclusively through mutual funds and exchange-traded funds organized as open-end funds (other than any such funds for which the Advisor provides advisory services) and to limit their investments in individual Securities to mutual funds or Government Securities. No prior approval is needed to make such investments.

 

2.       Investments Through Mutual Funds and Exchange-Traded Funds to which the Advisor Provides Advisory Services Prohibited. All Advisory Persons are prohibited from making personal investments in any Advisory Client, mutual fund or exchange-traded funds for which the Advisor provides advisory services.

 

3.       No Trading. All individual Security positions are expected to be taken for investment purposes. Securities trading, as distinct from investment, is discouraged. If an Advisory Person desires to sell a position he or she has held for less than sixty (60) days (or desires to re-acquire a recently liquidated position), the approval request submitted by such Advisory Person for such second transaction must include an explanation of the reason for the proposed transaction.

 

4.       Ownership Reports and New Employees. All Advisory Persons shall submit an annual holdings report not later than July 31 of each calendar year, such report to be current as of a date not more than forty-five days prior to the date on which the report is submitted to the Adviser. Advisory Persons who are new employees of the Adviser shall submit a schedule of current security holdings within ten days of the date their employment commences, such report to be current as of a date not more than forty-five days prior to the date on which the report is submitted to the Adviser. Any such annual holdings report (or schedule of holdings for a new employee) shall include: (i) the name, exchange ticker or CUSIP number (as applicable), number of shares and cost basis (if readily available) of all Securities owned by such Advisory Person and (ii) any Securities accounts such Advisory Person maintains with a broker, dealer or bank. Subsequently, each new employee shall comply with the requirements of this Code of Ethics in receiving approvals to liquidate or add to their Security positions.

 

5.       Private Placements, Limited Offerings and Initial Public Offerings. Investments in private placements, limited offerings (as defined in Rule 204A-1 of the Advisers Act), initial public offerings (“IPOs”) and other individual Securities that are not generally available to the public may present conflicts of interest even though such Securities may not be currently eligible for acquisition by some or all of the accounts of the Adviser’s Advisory Clients. Consequently, as with any other individual Security transaction, Advisory Persons must obtain prior approval before buying or selling any such Securities. In addition, with respect to private placements, the approval request must indicate that the investment is being purchased (or liquidated) on terms that are substantially the same as the terms available to other similarly situated private investors, and that the Advisory Person does not have any specific knowledge of an imminent public offering by the issuer of the Security. It is expected that any investment in a private placement, IPO or similar Security will be held for at least six months. If the Security subsequently becomes eligible for investment by an account of an Advisory Client and is, in fact, purchased by the

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Martingale Asset Management, L.P.

 

Adviser on behalf of any Advisory Client, any Advisory Person who owns the Security will be expected to continue to hold such Security for at least six months following the date of its eligibility for purchase by the Adviser on behalf of an Advisory Client.

 

6.       Private Investment Partnerships. Although venture limited partnerships, limited liability companies, hedge funds or other similar entities are preferred over individual private placements, investments in these types of entities nevertheless can present potential conflicts. Accordingly, any such transaction must be approved by a person listed on Exhibit A prior to an Advisory Person buying or selling any such Securities.

 

7.       No Directorships. No Advisory Person may serve on the board of directors of or in another comparable role for any private or public operating company without prior written approval from one of the persons on Exhibit A. Such directorships or other comparable positions are generally discouraged because of their potential for creating conflicts of interest. Advisory Persons should also restrict their activities on committees (e.g., investment or other advisory committees or shareholder / creditor committees). These restrictions are necessary because of the potential conflicts of interest involved and the potential impediments created for the Adviser’s Advisory Clients. Advisory Persons serving on boards or committees of or in other comparable roles for operating companies may obtain material nonpublic information in connection with their directorships or positions on committees or otherwise that would effectively preclude the investment freedom that would otherwise be available to the Adviser on behalf of its Advisory Clients.

 

8.       No Special Favors. No Advisory Person may purchase or sell Securities on the basis of material nonpublic information or as a means of reciprocating for a brokerage allocation, buying Securities in an account of an Advisory Client, or any other business dealings with a third party. Information on or advisory to personal investments as a favor for doing business on behalf of Advisory Clients – regardless of what form the favor takes – is strictly prohibited. The appearance of “special favor” is also sufficient to make a personal transaction prohibited under these guidelines.

 

9.       Gifts, honoraria and other payments. No Advisory Person, on his or her own behalf or on behalf of the Adviser, shall accept payments in any form from any person or entity that has a business relationship with the Adviser if the Advisory Person is in a position to influence a business relationship for the benefit of the gift giver, except as provided below. No Advisory Person shall make payments to any person or entity that has a business relationship with the Adviser, on his or her own behalf or on behalf of the Adviser, if the recipient is in a position to influence a business relationship for the benefit of the Adviser or any Advisory Person, except as provided below.

 

The following are gifts that an Advisory Person may give or receive, as the case may be:

 

(a)An Advisory Person may accept a gift or gifts other than cash, such as meals or tickets to the theater or sporting events (where the Advisory Person is not accompanied by the gift giver) from any person or entity that has a business relationship with the Adviser; provided, that the value of such gift or gifts does not exceed $100;
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Martingale Asset Management, L.P.

 

(b)The Adviser or an Advisory Person may give a gift of gifts other than cash, such as meals or tickets to the theater or sporting events (where the recipient of the gift or gifts is not accompanied by an Advisory Person) to any one person or entity that has a business relationship with the Adviser; provided, that the value of such gift or gifts does not exceed $100;

 

(c)The Adviser or an Advisory Person may accept payment or reimbursement of expenses (by a person or entity that has a business relationship with the Adviser) in connection with meetings attended by an Advisory Person that are held for the purpose of training or education of Advisory Persons or other persons; provided, that:

 

(i)the Advisory Person obtains the Adviser’s prior written approval to attend the meeting;

 

(ii)the payment or reimbursement received by the Adviser or Advisory Person is not applied to the expenses of any persons other than an Advisory Person unless explicitly approved in writing by the Adviser; and

 

(iii)the location is appropriate to the purpose of the meeting.

 

No Advisory Person shall accept a gift from or give a gift to any one person or entity that has a business relationship with the Adviser if the gift is valued in excess of $100, unless a Designated Compliance Officer first approves of such Advisory Person’s receipt or giving of such gift.

 

Under no circumstances shall an Advisory Person, on his or her own behalf or on behalf of the Adviser, accept any gift or other Non-Cash Compensation from any person or entity that has a business relationship with the Adviser if such compensation is preconditioned on the achievement of a sales target or any other objective pursuant to a Non-Cash Compensation arrangement.

 

Annual Reporting

 

Each Advisory Person shall submit to a Designated Compliance Officer, within ten days of first becoming an Advisory Person and annually not later than July 31 of each calendar year, a report, which shall be current as of a date not more than forty-five days prior to the date on which such Advisory Person submits the report to the Adviser, that discloses:

 

(a)The title and type of Security, the exchange tracker symbol or CUSIP number (if applicable), number of shares and principal amount of all Securities in which the Advisory Person had any direct or indirect Beneficial Ownership;

 

(b)the name of any broker, dealer or bank with whom the Advisory Person maintains an account in which any Securities are held for the direct or indirect benefit of the Advisory Person; and
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Martingale Asset Management, L.P.

 

(c)the date on which the Advisory Person submits this holdings report.

 

Quarterly Reporting

 

1.       Subject to the exceptions set forth below, every Advisory Person shall report the information described in subsection 2 below using the compliance reporting portal designated by one or more members of the Compliance Committee with respect to transactions in any Security in which such Advisory Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Securities.

 

2.       Every report using the Adviser’s designated compliance reporting portal shall be made not later than ten days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:

 

(a)the date of the transaction, the title, the exchange ticker or CUSIP number (as applicable), the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Security involved;

 

(b)the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

(c)the price of the Security at which the transaction was effected;

 

(d)the name of the broker, dealer or bank with or through which the transaction was effected; and

 

(e)the date on which the Advisory Person submits this transaction report.

 

3.       Any such report using the Adviser’s designated compliance reporting portal may contain a statement that making such report should not be construed as an admission that the Advisory Person making the report has any direct or indirect Beneficial Ownership interest in the Security to which the transaction report relates.

 

4.       If such Advisory Person established a Securities account during the prior quarter, such report using the Adviser’s designated compliance reporting portal must disclose the name of the broker, dealer or bank with which the account was established and the date on which the account was established.

 

5.       An Advisory Person shall submit or cause to be submitted to a Designated Compliance Officer copies of bank statements or broker’s advice containing the information specified in subsection 2 above in addition to listing the transactions in each such report; provided, that such submission by or on behalf of an Advisory Person shall be required only if such documentation has not otherwise been made available to the Adviser through its designated compliance reporting portal.

 

Other Reporting Obligations

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Martingale Asset Management, L.P.

 

In addition to the Annual and Quarterly reporting obligations described above, each Advisory Person shall direct each broker, dealer or bank with whom the Advisory Person maintains an account in which any Securities may be held for the direct or indirect benefit of the Advisory Person to send, transmit or otherwise provide to a Designated Compliance Officer a true, complete and correct copy of each regularly prepared brokerage statement, transaction report or other statement of account for each such account. Such direction shall include a request that each such statement be sent, transmitted or otherwise provided to a Designated Compliance Officer at the same time that it is sent, transmitted or otherwise provided to the Advisory Person.

 

Exceptions to Reporting Requirements and Prohibited Sales and Purchases

 

The reporting provisions and prohibitions on sales and purchases contained in this Code shall not apply to:

 

(a)purchases or sales of Securities that are part of an Automatic Investment Plan;

 

(b)transactions with respect to Securities held in accounts over which the Advisory Person does not have direct or indirect influence or control; provided, that an Advisory Person is presumed to have Beneficial Ownership of Securities that are held by his or her immediate family members sharing the Advisory Person’s home;

 

(c)transactions that, if reported hereby, would duplicate information contained in broker trade confirmations or account statements that the Adviser already holds in its records, so long as the Adviser receives the confirmations or statements no later than thirty days after the end of the applicable calendar quarter.

 

Reporting of Violations

 

Each Advisory Person shall promptly report any known or suspected violation of this Code of Ethics by an Advisory Person to a Designated Compliance Officer. The Compliance Committee, upon receipt of notice of any alleged violation of this Code of Ethics by an Advisory Person, shall promptly investigate such allegations and determine whether any violation of this Code of Ethics has in fact occurred. If the Compliance Committee determines that a violation of this Code of Ethics has occurred, the Compliance Committee shall promptly take reasonably appropriate action to punish such offense.

 

Review by Compliance Committee

 

The Compliance Committee shall compare all reports of personal Securities transactions with completed and contemplated portfolio transactions of Advisory Clients to determine whether a violation of the Code of Ethics may have occurred. No Designated Compliance Officer shall review his or her own report; instead, another Designated Compliance Officer shall review any other Designated Compliance Officer’s report. Before making any determination that an Advisory Person has violated this Code of Ethics, the Compliance Committee shall give such Advisory Person an opportunity to supply additional explanatory material.

- 9 -

Martingale Asset Management, L.P.

 

If the Compliance Committee determines that a violation of the Code of Ethics has or may have occurred, a Designated Compliance Officer shall submit his or her written determination, together with the transaction report, if any, and any additional explanatory material provided by the individual, to the Chairman or, if the Chairman shall be a Designated Compliance Officer, the President, who shall make an independent determination of whether a violation has occurred.

 

If it is determined that a material violation has occurred, a report of the violation shall be made to such person or persons as required by law.

 

If a Securities transaction of a Designated Compliance Officer is under consideration, such Designated Compliance Officer shall be excluded from deliberations of the Compliance Committee with respect to such Designated Compliance Officer’s transaction.

 

If the Adviser determines that an Advisory Person has committed a violation of this Code of Ethics, the Adviser may impose sanctions and take other actions as it deems appropriate.

 

Oversight by Governing Board

 

The Adviser’s governing board has approved this Code of Ethics, as revised. Any material change to this Code of Ethics shall be approved by such board within six months after the adoption of such material change.

 

The Compliance Committee shall provide a written report to the Adviser’s governing board no less frequently than annually that (i) describes any issues arising under this Code of Ethics or procedures adopted since the last report to the governing board, including, but not limited to, information about material violations of this Code of Ethics and procedures or sanctions imposed in response to such material violations; and (ii) certifies to such board that the Adviser has adopted procedures reasonably necessary to prevent Advisory Persons from violating this Code of Ethics.

 

Confidentiality

 

All reports of Securities transactions and any other information filed with the Adviser pursuant to this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and by personnel of the Securities and Exchange Commission.

 

Certification

 

Each Advisory Person shall re-certify annually in writing his or her familiarity and compliance with this Code of Ethics and any amendments hereto.

 

* * * * * * *

- 10 -

Martingale Asset Management, L.P.

 

EXHIBIT A

 

Persons Designated to Give Approval of Transactions:

 

Jennifer N. Cooper
Alan J. Strassman
William E. Jacques
Marisa N. Renaud

 

Compliance Committee:

 

Jennifer N. Cooper
Alan J. Strassman
Marisa N. Renaud

 

EXHIBIT 99p19

 

 

MFS® Code of Ethics Policy

 

October 15, 2021

 
 

 

Personal Investing

 

 

Applies to

 

All MFS full-time, part-time and temporary employees globally

 

All MFS contractors, interns and co-ops who have been notified by Compliance that they are subject to this policy

 

All MFS entities

 

Questions?

 

iComply@mfs.com

Compliance Helpline, x54290

Ryan Erickson, x54430

Elysa Aswad, x54535

Carrie Arnott, x55971

 

For more information on administration
such as regulatory authority,
supervision, interpretation and
escalation, monitoring, related policies,
amendment or recordkeeping please

click this link.

 

The inherent nature of MFS’ services in selecting and trading securities has the potential to create a real or apparent conflict of interest with your personal investing activities. As a result, every individual subject to this policy has a fiduciary duty to avoid taking personal advantage of any knowledge of our clients’ investment activities.

 

Following the letter and spirit of the rules in this policy is central to meeting client expectations and ensuring that we remain a trusted and respected firm.

 

Personal Investing | Page 1

 

 

Rules That Apply to Everyone

 

 

Your fiduciary duty

 

Always place client interests ahead of your own. You must never:

 

Take advantage of your position at MFS to misappropriate investment opportunities from MFS clients.

 

Seek to defraud an MFS client or do anything that could have the effect of creating fraud or manipulation.

 

Mislead a client.

 

Account reporting obligations

 

Make sure you understand which accounts are reportable accounts. To determine whether an account is reportable, ask the following questions:

 

1Is the account one of the following?

 

  ŭ A brokerage account.
     
  ŭ Any other type of account (such as employee stock option or stock purchase plans or UK Stocks and Shares ISA accounts) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 8).

 

  ŭ Any account, including MFS-sponsored retirement or benefit plans, that holds a reportable fund (see definition of reportable fund on page 9 and a list of these funds on iComply).

 

2Is any of the following true?

 

  ŭ You beneficially own the account.

 

  ŭ The account is beneficially owned by your spouse or domestic partner.

 

  ŭ The account is beneficially owned by another member of your household such as a parent, sibling or child for whom you provide financial support, such as sharing of household expenses.

 

  ŭ The account is beneficially owned by anyone who you claim as a tax deduction.

 

  ŭ The account is controlled (such as via trading authority or power of attorney) by you or another member of your household (other than to fulfill duties of employment) for whom you provide financial support, such as sharing of household expenses.

 

If you answered “yes” to both questions, the account is reportable.

HELPFUL TO KNOW

Beneficial ownership

 

The concept of beneficial ownership is broader than that of outright ownership. Anyone who is in a position to benefit from the gains or income from, or who controls, an account or investment is considered to have beneficial ownership. This means that this policy applies not only to you, but to others that share beneficial ownership in these accounts or securities. See examples on page 7. Frequently Asked Questions on the topic can be found here.

 

Ensure that MFS receives account statements for all your reportable accounts. Depending on the type of account or your location, you may need to provide them to Compliance directly.

 

Promptly report any newly opened reportable account or any existing account that has become reportable (including those at an approved broker). This includes accounts that become reportable accounts through life events, such as marriage, divorce, power of attorney or inheritance.

 

 

ADDITIONAL REQUIREMENT FOR US EMPLOYEES

Does not include interns, contractors, co-ops, or temporary employees

 

Maintain your reportable accounts at an approved broker. When you join MFS, if you have accounts at non- approved brokers you must close them or move them to an approved broker (list available on iComply).

 

In rare cases, if you file a request that includes valid reasons for an exception, we may permit you to maintain a reportable account at a broker not on the approved broker list (for instance, if you have a fully discretionary account).

 

 

HELPFUL TO KNOW

Mobile Investing Apps

 

Many brokerage firms offer apps for mobile devices that allow you to quickly invest in reportable securities. Be aware that these apps are brokerage accounts that are covered by this policy, and all of its rules apply to those accounts as they would to any other brokerage account. Be aware of these rules and be sure to speak with your family or household members about the applicability of this policy when using such apps.


 

Personal Investing | Page 2

 

 

 

HELPFUL TO KNOW

Discretionary accounts and automatic investment plans

 

Discretionary accounts (accounts that are managed for you by a third-party registered investment adviser or bank or trust company) and transactions made under an automatic investment plan (such as an Employee Stock Ownership Plan) are reportable, but with approval from Compliance they are:

 

exempt from quarterly transaction and annual holdings certifications (though you must still provide account statements).

 

exempt from the Access Person and Research Analyst/Portfolio Manager trading rules (such as the rules concerning pre-clearance and the 60-day holding period, pp. 5–6), but you still must obtain pre-approval before your advisor participates in an IPO or private placement.

 

exempt from certain “Ethical Personal Investing” trading rules such as excessive trading and trading of MFS funds (pp. 3–4).

 

Request approval for these accounts using the Account Exception form found in iComply.

 

Securities reporting obligations

 

Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange- traded funds (ETFs), futures, options, structured products, private placements and other unregistered securities even if they are not held in a reportable account. See the table on page 8.

 

Report all applicable accounts, transactions and holdings timely. Use the iComply system and submit all reports by these deadlines:

 

Initial Accounts & Holdings reports: Submit within 10 calendar days of hire or upon an access level change. Information about these holdings must be no more than 45 days old when submitted.

 

Quarterly Personal Transaction Report: Submit within 30 days of the end of each calendar quarter.

 

Annual Holdings Report: Submit within 30 days of the end of each calendar year.

 

Note that you must submit each report even if no transactions or other changes occurred during the time period.

 

The Quarterly Personal Transaction Reports do not need to include:

 

Transactions or holdings in non-reportable securities.

 

Transactions or holdings in discretionary accounts for which there is an approval on file with Compliance.

 

Involuntary transactions, such as automatic investment plans, dividend reinvestments, etc. The Annual Holdings Report, however, must reflect these transactions.

 

ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE

 

Provide a copy of the contract note for any trade of any security, including reportable securities and non- reportable securities, to Singapore Compliance, within 7 days of the trade. Check with Singapore Compliance on the information you must provide.

 

 

Ethical Personal Investing

 

Never trade securities based on the improper use of information, and never help anyone else to do so. This includes any trade based on:

 

Information about the investments of any MFS client, including front-running and tailgating (trading just before or just after a similar trade for a client account).

 

Confidential information or inside information (information about the issuer of a security, or the security itself, that is both material and non-public).

 

Do not buy or sell options on Reportable Securities. This includes options on equities (but not employee stock options), ETFs and indexes. This rule does not apply to those securities listed in the Exempt Securities box below.

 

Do not sell securities short. This rule does not apply to those securities listed in the Exempt Securities box below.

 

IMPORTANT TO KNOW

Securities exempt from options and short selling rules

 

Options on, or ETFs that track, the following indexes: S&P 500; NASDAQ 100; Russell 2000; S&P Europe 350; FTSE 100; FTSE Mid 250; Hang Seng 100; Nikkei 225; S&P ASX 200; S&P TSX

 

Options (but not ETFs) based on non-reportable securities (e.g. commodities, currencies, US Treasuries)

 

Consult with Compliance when uncertain. Compliance may update this list with approval from the Employee Conduct Oversight Committee and maintain a current list on iComply.


 

Personal Investing | Page 3

 

 

 

Do not trade excessively. At MFS, personal trading is a privilege, not a right. It should never interfere with your job performance. MFS may limit the number of trades you are allowed during a given period, or may discipline you for trading excessively. In addition, frequent trading in MFS funds may trigger other penalties, as described in the relevant fund prospectuses.

 

Do not accept investment discretion over accounts that are not yours. In limited circumstances, and with advance approval from Compliance, you may be allowed to assume power of attorney relating to financial or investment matters for another person or entity.

 

If you become an executor or trustee of an estate and it involves control over a securities account, you must notify Compliance upon assuming the role, and you must meet any reporting or pre-clearance obligations that apply.

 

Do not participate in any investment contest or club. This applies whether or not any compensation or prize is awarded.

 

Do not trade securities that MFS has restricted. Follow MFS’ instructions when you are notified of a restriction in designated securities.

 

Only make investments in MFS open-end funds or funds sub- advised by MFS through these methods:

 

Directly through MFS Service Center (for US open-end funds) or State Street (Lux) (for Meridian Funds)

 

Through an MFS Approved Broker (US employees)

 

Non-US employees may invest through a financial institution of their choice

 

Through an MFS-sponsored benefit plan account

 

Accounts for which you have received an exception from Compliance, such as a fully discretionary account

 

Note that investments in non-MFS accounts are publicly available share classes only. You must also follow all rules of the relevant prospectus and all rules in this policy, such as reporting and statements.

Do not participate in initial public offerings (IPOs) or other limited offerings of securities except with advance approval from MFS. This rule includes initial, secondary and follow-on offerings of equity securities and closed-end funds and new issues of corporate debt securities.

 

To request approval for an IPO or secondary offering, enter an Initial Public Offering Request using the form found on iComply. Note that approval is not typically granted, and when granted often involves strict limits.

 

Never use a derivative, or any other instrument or technique, to get around a rule. If an investment transaction is prohibited, then you are also prohibited from effectively accomplishing the same thing by using futures, options, ETFs or any other type of financial instrument.

 

Do not invest in Contracts for Difference or engage in spread betting on financial markets. This includes any wagering on market spreads or behaviors and any off-exchange trading.

 

HELPFUL TO KNOW

Changes in job status and life events

 

When changing jobs within MFS, ensure that you understand the rules that apply to you. Confirm with your new manager and Compliance what your access level is and what restrictions and requirements apply to you.

 

When going on leave, you must continue to comply with this policy unless otherwise approved by Compliance. When you return from leave you must complete any outstanding obligations.

 

Be cognizant of reporting obligations under this policy when life events occur such as marriage, divorce or inheritance of an account. Consult with Compliance when uncertain.


 

Personal Investing | Page 4

 

 

Rules that Apply Only to Access Persons

 

 

Pre-clearing personal trades

 

WHICH ACCESS LEVEL ARE YOU?

Access Persons Most MFS personnel, including all officers and directors, are designated as Access Persons. You should consider yourself an Access Person unless it has been communicated to you by Compliance that you are not.

 

Research Analysts and Portfolio Managers In addition to the rules for Access Persons, these individuals are subject to additional rules, as noted on the following pages.

 

Compliance may designate other personnel as Access Persons. This may include consultants, contractors or interns who provide services to MFS, and employees of Sun Life Financial Inc.

 

Make sure you understand which securities require pre- clearance. Note that there are some differences between which securities require pre-clearance and which must be reported. See the table on page 8 of this policy.

 

Pre-clear all personal trades in applicable securities. Request pre-clearance on the day you want to place the trade by entering your request in the iComply system. Remember that you must pre-clear trades for all of your reportable accounts (such as those of a spouse or domestic partner) as well as for securities not held in an account.

 

Once you have requested pre-clearance, wait for a response. Do NOT place any trade order until you have received notice of approval for that trade. Note that pre-clearance requests can be denied at any time and for any reason.

 

Pre-clearance approvals expire at the end of the trading day on which they are issued.

 

Obtain advance approval for any private investments or other unregistered securities. This includes private placements (investments in private companies), private investment in public equity securities (PIPES), hedge funds or other private funds, “crowdfunding” or “crowdsourcing” investments, peer-to-peer lending, pooled vehicles (such as partnerships), Initial Coin Offerings (ICO’s), Security Tokens and other similar investments.

 

Before investing, enter a Private Placement/Unregistered Securities Approval Request found on iComply, and do not act until you have received approval.

HELPFUL TO KNOW

Not recommended: Good ‘til canceled orders and buying on margin

 

These practices can create significant risk of policy violations.

 

Good ‘til canceled orders may execute after your pre-clearance approval has expired. Placing day orders avoids this risk. With margin, you might not be able to receive pre-clearance approval for those securities you wish to sell to meet a margin call

 

Limits to personal investment practices

 

Do not buy and then sell (or sell and then buy) at a profit the same or equivalent reportable security within 60 calendar days. MFS may interpret this rule very broadly. For example, it may look at transactions across all of your reportable accounts and may match trades that are not of the same size, security type or tax lot. Any gains realized in connection with these transactions must be surrendered. Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion, or to involuntary transactions. Japan-based personnel: See rule with higher standard below.

 

 

ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL

 

Do not buy and then sell (or sell and then buy) the same or equivalent reportable security within six months.

 

Never trade personally in any security you have researched in the prior 30 days or are scheduled to research in the future.

 


 

Personal Investing | Page 5

 

 

 

 

ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS

including Research Associates and Portfolio Managers who may write research notes

 

Never trade (or transfer ownership of) reportable securities personally while in possession of material information about an issuer you have researched or been assigned to research unless you have already communicated the information in a research note.

Japan-based personnel: See rule with higher standard above.

 

Understand and fulfill your duties with regard to research recommendations. You have an affirmative duty to provide unbiased and timely research recommendations in a research note. You must:

 

Disclose trading opportunities for client accounts prior to trading personally in any securities of that issuer.

 

Provide a research recommendation if a security is suitable for the client accounts even if you have already traded the security personally or if making such a recommendation would create the appearance of a conflict of interest. Notify Compliance promptly of any apparent conflicts, but do not refrain from making a research recommendation.

 

 

ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS

including Research Analysts assigned to a fund as a portfolio manager

 

Never personally trade (or transfer ownership of) a reportable security within seven calendar days before or after a trade in any security or derivative of the same issuer in any client account that you manage. In practice, this means:

 

Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past seven calendar days (but do not refrain from making a trade that is suitable for a client account even if you have traded the security personally).

 

Refraining from personally trading any reportable securities you think any of your client accounts might wish to trade within the next seven calendar days.

 

Delaying personal trades in any reportable securities your client accounts have traded until the eighth calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest).

 

Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion or to involuntary transactions.

 

Never buy and then sell (or sell and then buy), within 14 calendar days, any shares of a fund you manage.

 

Contact Compliance before any fund you manage invests in any securities of an issuer whose private securities you own or if the private entity enters into a material transaction with a public issuer. You will need to disclose your private interest and assist Compliance in performing review.


 

Personal Investing | Page 6

 

 

Additional Information for all Personnel Subject to this Policy

 

 

BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES

Accounts of parents or children

 

You share a household with one or both parents, but you do not provide any financial support to the parent(s): You are not a beneficial owner of the parents’ accounts and securities.

 

You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: You are a beneficial owner of the child’s accounts and securities.

 

You have a child who lives elsewhere whom you claim as a dependent for tax purposes: You are a beneficial owner of the child’s accounts and securities.

 

Accounts of domestic partners or roommates

 

You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: You are a beneficial owner of the domestic partner’s accounts and securities.

 

You provide financial support to a domestic partner, either directly or by paying any portion of household costs: You are a beneficial owner of the domestic partner’s accounts and securities.

 

You have a roommate: Generally, roommates are presumed to be temporary and to have no beneficial interest in one another’s accounts and securities.

 

UGMA/UTMA accounts

 

Either you or your spouse is the custodian of a Uniform Gift/ Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: You are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.)

 

Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): You are a beneficial owner of the account.

 

Transfer on death (TOD) accounts

 

You automatically become the registered owner upon the death of the prior account owner: You are a beneficial owner as of the date the account is re- registered in your name, but not before.

 

Trusts

 

You are a trustee for an account whose beneficiaries are not immediate family members: Beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy).

 

You are a trustee for an account and you or a family member is a beneficiary: You are a beneficial owner of the account.

 

You are a beneficiary of the account and can make investment decisions without consulting a trustee: You are a beneficial owner of the account.

 

You are a beneficiary of the account but have no investment control: You are a beneficial owner as of the date the trust is distributed, but not before.

 

You are the settlor of a revocable trust: You are a beneficial owner of the account.

 

Your spouse or domestic partner is a trustee and a beneficiary: Beneficial ownership is determined on a case-by-case basis.

 

Investment powers over an account

 

You have power of attorney over an account: You are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before.

 

You have investment discretion over an account that holds, or could hold, reportable securities: You are a beneficial owner of the account, regardless of the location, account type or the registered owner(s) (other than to fulfill duties of employment).

 

You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: Beneficial ownership is determined on a case-by-case basis.

 

 

HELPFUL TO KNOW

How we enforce this policy

 

Compliance is responsible for interpreting and enforcing this policy. Exceptions may only be granted by Compliance. In that capacity, Compliance reviews and monitors transactions and reports and also investigates potential violations.

 

The Employee Conduct Oversight Committee reviews potential violations, and where it determines that a violation has occurred, it usually imposes a penalty. These may range from a violation notice to a requirement to surrender profits to a termination of employment, among other possibilities.

 

Personal Investing | Page 7

 

 

Additional Information for all Personnel Subject to this Policy

 

 

Security types and transactions that must be reported and/or pre-cleared Report
All personnel
Pre-clear
Access persons only
Note: Securities terminology varies widely in global markets. If a security type is not listed here or you are unsure how a security is treated under this policy, please contact Compliance directly.
     
Funds    
Money market funds (MFS or other) No No
Open-end funds and other pooled products that are advised or sub-advised by MFS (and are not money market funds) Yes No
Open-end funds that are not advised or sub-advised by MFS No No
529 Plans holding MFS advised or sub-advised funds Yes No
Closed-end funds (including venture capital trusts, investment trusts and MFS closed-end funds) Yes Yes
Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes and other Yes No
derivatives related to these exchange-traded securities    
Private funds Yes Yes
     
Equities    
Sun Life Financial Inc. (publicly traded shares) Yes Yes
Equity securities, including real estate investment trusts (REITS), and including options, futures, structured notes or Yes Yes
other derivatives on equities    
     
Fixed income    
Corporate and municipal bond securities, including options, futures or other derivatives Yes Yes
US Treasury securities and other obligations backed by the full faith and credit of the US government No No
US government agency debt obligations that are not backed by the full faith and credit of the US government (such as Fannie Mae, Freddie Mac, Federal Home Loan Banks, Federal Farm Credit Banks and Tennessee Valley Authority) Yes Yes
Non-US government securities, and options, futures or other derivatives on these securities. Yes Yes
Money market instruments, such as certificates of deposit and commercial paper No No
     
Other types of assets    
Initial and subsequent investments (including capital calls) in any private placement or other unregistered securities (including real estate limited partnerships or cooperatives) Yes Yes
Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc. No No
Limited offerings, IPOs, secondary offerings Yes Yes
Derivatives (such as options, futures or swaps) on security indexes Yes No
Derivatives (such as options, futures or swaps) on commodities and currencies, including virtual currencies Only if notified by
Compliance
Only if notified by
Compliance
     
Other types of transactions    
Involuntary transactions (see definition below) No No
Gifts of securities, including charitable donations, transfers of ownership, and inheritances Yes No

 

Personal Investing | Page 8

 

 

 

 

 

Terms with special meanings

Within this policy, the following terms carry the specific meanings indicated below.

contract for difference A contract for difference (CFD) is a contract between an investor and an investment bank or a spread-betting firm. At the end of the contract, the parties exchange the difference between the opening and closing prices of a specified financial instrument, including shares or commodities.

involuntary transaction Transactions that are not under your direct or indirect influence or control, such as inheritances, gifts received, automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs and reorganizations), exercise of a conversion or redemption right or automatic expiration of an option.

 

 

reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the iComply system Policies & Procedures page for a current list of reportable funds.


 

Personal Investing | Page 9

 

EXHIBIT 99p20

 

Ninety One North America, Inc.

 

U.S. Code of Ethics

 

Effective November 1, 2021

 

 

 

 

Version 5.0 i  
 
 

Ninety One NA. Code of Ethics

 

U.S. Compliance | Business Confidential| For internal use only

 

This U.S. Code of Ethics is confidential you may not distribute this U.S. Code of Ethics or any portion of it to anyone not employed by Ninety One North America, Inc. or its advisory affiliates without express permission of the Chief Compliance Officer.

 

Document Ownership

 

Department Owner: U.S. Legal and Compliance  
Owner/s: U.S. Chief Compliance Officer
Responsible for Local Communication/Implementation: U.S. Legal and Compliance

 

Revision History

 

Version 1.0
Supersedes U.S. Compliance Manual dated as of November 1, 2019
Effective Date November 1, 2021
ii
 

Ninety One NA. Code of Ethics

 

1.INTRODUCTION

 

This Ninety One North America, Inc. (“Ninety One NA”) U.S. Code of Ethics (the “Code of Ethics”) sets forth the standards for business conduct and guidelines for personal investing and business activities that are required by Rule 204A-1 for Registered Investment Advisers registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Code of Ethics is also intended to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act,” and together with the Advisers Act, the “Rules”) which applies to Ninety One NA because we serve as an investment adviser to registered investment companies (each, a “Registered Fund”). Rule 17j-1 specifically requires us to adopt a Code of Ethics that contains provisions reasonably necessary to prevent an Access Person from engaging in fraudulent conduct and any unlawful actions, including insider trading. This Code of Ethics applies in addition to the Policy and Procedures Manual (the “Compliance Manual”) for Ninety One NA. Together, the Code of Ethics and the Compliance Manual underscore Ninety One NA’s commitment that in all our dealings, we will act with fairness, decency and integrity, and adhere to the highest standards of ethics. The success of this commitment depends on the conduct of each Ninety One NA employee.

 

In order to comply with the requirements set forth in the Rule 204A-1 of the Advisers Act, Ninety One NA has adopted this Code of Ethics which:

 

Aims to place the interest of Ninety One NA’s clients over the interests of any Supervised Person;
Imposes standards of business conduct for all Supervised Persons;
Requires Supervised Persons to comply with the Federal Securities Laws;
Regulates an Access Person’s personal securities transactions;
Mandates periodic reporting and review of personal Securities transactions; and
Requires Supervised Persons to report violations of the Code of Ethics and determines consequences for the failure to comply.

 

All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Glossary.

 

2.sCOPE AND APPLICATION OF THIS Code of Ethics

 

Ninety One NA must comply with the requirements set forth under the Advisers Act, the rules thereunder, and relevant provisions of other U.S. laws, if applicable, such as regulations pursuant to Employee Retirement Income Security Act of 1974 (“ERISA”), the 1940 Act, Commodity Futures Trading Commission (“CFTC”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”) and, if relied upon, Securities Exchange Commission (“SEC”) guidance, including exemptive, no-action and interpretive positions. The Code of Ethics states the applicable U.S. requirements. All of Ninety One NA’s officers, directors, partners and employees (or other persons occupying a similar status or performing a similar function) (each, a

 

Version 1.0 Effective November 1, 2021
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Ninety One NA. Code of Ethics

 

Supervised Person”) are expected to read, understand and comply fully with all requirements herein. The personal account reporting or pre-clearance mandates applies to Access Persons. On an annual basis, Supervised Persons are required to acknowledge receipt of the Code of Ethics and represent in writing that they have read and understood it. Ninety One NA also considers consultants, temporary employees, interns and individuals who occupy similar roles as Supervised Persons who are subject to this Code of Ethics.

 

In particular, Ninety One NA expects all Supervised Persons to act with fairness, integrity and adhere to the highest standards of ethics, avoiding any activity, interest, or external association that could impair or give the appearance of impairing the Supervised Persons ability to perform their work objectively. Ninety One NA expects all Supervised Persons to exercise sound judgment in the performance of their duties.

 

Ninety One NA’s reputation for integrity is its most important asset. Ninety One NA, therefore, must enforce the standards outlined in the Code of Ethics vigorously. Every Supervised Person has a responsibility for knowing and following these policies and procedures. Each Supervised Person in a supervisory role (each, a “Supervisor”) is also responsible for those individuals under his/her supervision. Supervisors are responsible for instituting reasonable measures to ensure that employees understand them, are kept up-to-date of any changes, and comply with them. The Chief Compliance Officer (“CCO”) has the responsibility for creating and disseminating Ninety One NA’s compliance policies and procedures to the various business units and teams, as well as ensuring efficiency and enforcement of these policies and procedures through adequate monitoring and testing.

 

Please note that this Code of Ethics does not address Ninety One UK’s compliance with any Financial Conduct Authority (“FCA”) rules, regulations or policies as a separate manual exists for such purposes. In addition, there are a number of global policies that are applicable to Ninety One NA and its Supervised Persons, who are expected to read and comply with such policies. In case of discrepancies between local and global laws, generally, the more restrictive law should get precedence. Supervised Persons should bring any possible regulatory conflict promptly to the CCO’s attention.

 

3.WHAT TO DO WHEN IN DOUBT?

 

When in doubt, ask before you act. The Code of Ethics cannot cover every possible situation that may arise in the course of conducting business in the United States or managing the assets of clients. You may be unsure about application of the policies and procedures in a particular situation. Do not try to resolve difficult questions yourself. Instead, please contact the CCO or the CCO’s designee. In addition, all Supervised Person are told to contact the CCO if there is any reason to believe that a violation of the requirements set forth in the Code of Ethics has occurred or is about to occur. Our integrity is of the utmost importance and critical to our long-term success.

 

Technical compliance with the requirements set forth in the Code of Ethics will not insulate anyone from scrutiny for any actions that create the appearance of a violation. Supervised Persons are expected to also

 

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abide by the spirit of the requirements set forth in the Code of Ethics. Ninety One NA may impose penalties for breaches of the Code of Ethics. Depending on the nature of the breach, penalties may include a breach memo to the Supervised Person’s file, a formal letter of censure, disgorgement of profits, civil or criminal fines and penalties, referrals to regulatory or self-regulatory bodies, including and up to termination of employment.

 

4.Fiduciary principles

 

The Advisers Act requires the registration of certain investment advisers and imposes detailed requirements on the activities of registered investment advisers.

 

Fiduciary Duty

 

Under the laws and regulations governing advisers, the SEC has consistently taken the view that an adviser owes a “fiduciary duty’’ to its clients. It is the policy of Ninety One NA to act in a manner consistent with this position. Consistent with this obligation to act in the best interest of its clients, the interests of Ninety One NA clients take priority over the investment or business interests of Ninety One NA, its affiliates and its personnel. An investment fiduciary duty encompasses both the duty of care and the duty of loyalty as described below.

 

Duty of care includes without limitation, at least three duties:

 

i. A duty to provide advice that is in the best interest of the client – the adviser must have a reasonable understanding of its client’s investment profile or investment mandate and have a reasonable belief that advice is in the best interest of the client. A critical component of this duty means the adviser must have a reasonable understanding of the client’s objectives after reasonably inquiring into such objectives. The adviser’s advice needs to be suitable for the client.
ii. A duty to seek best execution – the adviser must seek to obtain the execution of transactions for each of its clients such that the total cost of proceeds in each transaction are most favorable under the circumstances. The goal must be to maximize value for the client under the circumstances occurring at the time of transaction. Price is often a determinate factor, but the adviser also needs to consider whether the transaction represents the best qualitative execution.
iii. A duty to provide advice and monitoring over the course of the relationship – the adviser must provide advice and monitoring at a frequency that is in the best interest of the client, taking into account the scope of the agreed relationship.

 

Duty of loyalty: An adviser must not place its own interests ahead of its client’s interests. To meet its duty of loyalty, the adviser must either eliminate or provide full and fair disclosure of all conflicts of interest which might incline an investment adviser—consciously or unconsciously—to render advice which is not disinterested. Such that a client can provide informed consent to the conflict.

 

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5.AnTIFraud provisions -general

 

The Adviser is also subject to antifraud provisions. The Rules prohibits misstatements or misleading omissions of material facts and other fraudulent acts and practices in connection with the conduct of an investment advisory business.

 

Section 206 of the Advisers Act makes it unlawful for advisers to, directly or indirectly:

 

Employ any device, scheme or artifice to defraud any client or prospective client;
Engage in any transaction, practice, or course of business that operates as a fraud or deceit upon any client or prospective client;
Act as a principal for its own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of any such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining consent of the client to such transaction; or
Engage in any act, practice or course of business that is fraudulent, deceptive or manipulative.

 

Among the many types of activities that have been found to violate Section 206 of the Advisers Act (this is not an exhaustive list) are:

 

Failing to make full and fair disclosures, in particular with respect to conflicts of interests
“Front-running” (i.e., purchasing or selling a security for an account for the adviser or an affiliate or Supervised Person of an adviser prior to its purchase for a client account);
“Trading with” clients – misusing confidential client information for an access person’s own gain;
Misrepresenting pricing methodology and/or deliberately mispricing client holdings;
Favoring certain clients or favoring accounts in which the adviser has a proprietary interest when allocating initial public offerings or other limited investment opportunities;
Failing to disclose the financial interest of the adviser or its affiliates in issuers whose securities are recommended to clients;
Misappropriating funds under management;
Failure to disclose “double fees’’ received from clients’ assets invested in a fund also advised by the adviser;
Miscalculating fees or “massaging” valuations;
Making any materially misleading statement or omission in Form ADV or otherwise;
Not having a compliance risk inventory and a policy on conflicts of interest and the means to address them, and not following these.

 

Supervised Persons must conduct themselves in a manner consistent with the principles, requirements and procedures set forth in this Code of Ethics. Supervised Persons must never improperly use their position with Ninety One NA for personal or private gain to themselves, their family or any other person. Supervised

 

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Persons are reminded that Federal Securities Laws have antifraud provisions, most notably, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

 

6.Business COnduct Standards

 

Ninety One NA and its Supervised Persons owe a fiduciary duty to its clients. As noted earlier, a fiduciary must avoid activities, interests and relationships that interfere or appear to interfere with its ability to make decisions in the best interests of its clients.

 

Supervised Persons are required to satisfy the fiduciary duty placed on advisers including, but not limited to, the following standards of contact:

 

Place the Interest of Client Accounts First: Ninety One NA has the fiduciary duty to act at all times in the interests of its clients first. As fiduciaries, Supervised Persons must rigorously avoid servicing their own personal interests ahead of the interests of its clients. Supervised Persons may not cause a client to take action, or not to take action, for their personal benefit rather than for the client’s benefit.
Do Not Engage in Fraudulent Activity: Information obtained in course of business activities for Ninety One NA, which is not otherwise generally available to the public, is proprietary and strictly confidential. In particular, no Supervised Person shall (i) misuse material non-public information whether obtained in the course of business activities for Ninety One NA or otherwise; (ii) employ any device, scheme or artifice to defraud Ninety One NA’s clients; (iii) make any untrue statement of a material fact to Ninety One NA’s existing and potential clients; (iv) engage in any act, practice or course of business which operates to defraud or deceive clients or potential clients of Ninety One NA; (v) engage in any manipulative practice with respect to Ninety One NA’s existing and potential clients or (vi) misappropriate any assets or investment opportunities of a client.
Conduct all business done on behalf of Ninety One NA in a professional, fair and legal manner.
Communicate on behalf of Ninety One NA in a professional manner and ensure such communications are clear, fair, balanced and accurate to the best of your knowledge.
Attend all applicable training and education programs.
Maintain the confidentiality of all information about Ninety One NA, its affiliates, its clients and other companies that you create, control or have access to.
Use Ninety One NA’s approved systems and facilities for business purposes.
Do not trade or recommend securities (or encourage others to do so) on the basis of “Inside information.”
Report promptly any suspected violation of Ninety One NA or illegal conduct.
Obey all applicable anti-bribery laws and adhere to Ninety One NA’s anti-bribery compliance policies.

 

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7.Confidentiality

 

Supervised Persons must maintain the confidentiality of sensitive information entrusted to them by Ninety One NA or its affiliates or their respective clients and must not disclose such information to any persons except when disclosure is authorized by Ninety One NA or mandated by law other than to (1) other of Ninety One NA’s or its affiliates’ Supervised Persons who have an “need to know” in connection with their duties, or (2) persons outside Ninety One NA (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from Ninety One NA or its affiliates or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements. Confidential information includes all non-public information that is not known to the general public. It also includes our intellectual property (such as confidential product information, trade secrets, patents, trademarks and copyrights), business, marketing and service plans and processes, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to Ninety One NA.

 

The obligation to preserve Confidential Information continues even after a Supervised Person’s employment with Ninety One NA ends.

 

8.PREVENTING THE MISUSE OF Confidential Information

 

Types of Confidential Information

 

Proprietary Information” is information that is internal to Ninety One NA about its internal workings, its asset management operations, its internal operations and its financial information. This includes information not known to the public that may have intrinsic value or that may provide Ninety One NA with a competitive advantage. Proprietary Information includes information that is obtained, developed or utilized during the ordinary course of employment, whether by the Supervised Person or someone else, such as professional service providers (e.g., lawyers, accountants, consultants or auditors).

 

Examples of Proprietary Information include intellectual property and proprietary processes, materials supplied to vendors or third-party suppliers that are not available to the public, minutes of meetings and conference calls. It also includes all non-public information that might be of use to competitors, or harmful to Ninety One NA or its affiliates or their respective customers, if disclosed. It also includes Ninety One NA’s intellectual property (such as confidential product information, trade secrets, patents, trademarks and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us Proprietary Information may be present in various media and forms, including written documents, computer files, diskettes, videotapes, audiotapes and oral communications.

 

Confidential Client Information” includes the names of clients, contract details, client positions, orders

 

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being worked for client and advice or recommendations prepared for used for clients. This also includes non-public information regarding potential clients.

 

Other Confidential Information” is any other information not known to the public that is not classified as client, inside or proprietary information.

 

The term Confidential Information is used herein to refer to all three types of above information.

 

Please note that Ninety One NA has special requirements to handle Inside Information (as defined below). Generally, Inside Information is material, non-public information, as defined in relevant U.S. court cases under and for the Federal Securities Laws and the rules and regulations thereunder.

 

Handling Confidential Information

 

Supervised Persons must maintain the confidentiality of sensitive non-public and other confidential information entrusted in them by Ninety One NA or its affiliates or their respective clients and must not disclose such information to any persons except when disclosure is authorized by Ninety One NA or mandated by law other than to (1) those Supervised Persons who have an “need to know” in connection with their duties, or (2) persons outside Ninety One NA (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from Ninety One NA or its affiliates or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements.

 

Special precautions must be taken when handling Confidential Information. Supervised Persons should adhere to the following guidelines in situations involving Confidential Information (other than Inside information for which there are special rules more fully described below):

 

Confidential Information is available or used, if at all, on a documented need to know basis.

 

No one may provide Confidential Information to any person without observing the provisions of this Policy – any exceptions require prior written approval from Legal or Compliance.

 

Confidential Information may not be circulated and should not be discussed inside or outside the office in the presence of unauthorized individuals. Do not discuss Confidential Information in public places, such as elevators, hallways or social gatherings.

 

Avoid use of speaker phones when unauthorized persons may overhear conversations.

 

If word-processed documents, faxes, electronic mail, spreadsheets or other such materials containing Confidential Information are printed or transmitted, the hard copy should be immediately retrieved from the printer or fax machine. Papers related to non-public matters should be appropriately safeguarded.

 

Exercise care when sending or discussing Confidential Information on voicemail, electronic mail, cell or cordless phones, fax machines or message services. Make sure to use correct electronic mail addresses or telephone extension numbers and, when applicable, use project and code names.

 

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To the extent practical, access to office areas where Confidential Information could be observed or overheard should be limited.

 

Care should be taken when using portable computers and similar devices in public places.

 

Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained.

 

Documents containing Confidential Information that are computer-generated and/or computer-stored must be protected against hacking, deletion, alteration and corruption.

 

Special caution should be taken in any surroundings to ensure that neither casual conversation is overheard nor documents circulated. Confidential Information should be discussed only with individuals who have a documented need to know the information.

 

Exercise care to avoid placing documents containing Confidential Information in areas where they may be read by unauthorized persons and any such documents should be stored in secure locations when they are not in use.

 

Secure copies of Confidential Information in accordance with our record retention requirements when no longer needed for a project. Destroy such information only with prior Legal or Compliance approval.

 

Special confidentiality arrangements may be required for certain parties, including outside business associates, governmental agencies and trade associations, seeking access to material non-public information.

 

E-mail messages and attachments containing material non-public information should be treated with similar discretion and awareness of the recipients.

 

Ensure that all Confidential Information, in any format, is properly secured and stored at your work station before leaving for the day. Compliance will periodically review workspaces to ensure Confidential Information and MNPI is not in plain sight.

 

Post-Employment Use of Confidential Information

 

Supervised Persons must not misuse, disclose, provide or take Confidential Information when seeking employment or after termination. Ninety One NA reserves the right to review all materials that an Supervised Person plans to take with him or her when leaving and to impose conditions as are proper and reasonable to protect such information. Ninety One NA will seek appropriate injunctive or legal relief if warranted.

 

The CCO may impose disciplinary measures for serious breaches and possible impose disciplinary measures for any breach at the discretion of Ninety One NA.

 

Please note that this section is supplemented by Ninety One’s Market Conduct Policy.

 

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9.REGULATION S-P/PRIVACY NOTICE

 

The Gramm-Leach-Bliley Act (“GLBA”) requires all financial institutions, defined to include advisers, investment companies and broker-dealers, to establish procedures and systems to ensure privacy of client and financial information. The privacy requirements set forth herein apply only to individual, non-entity clients, including U.S. individuals who invest in the Funds. Ninety One NA does not provide investment advice to individual, non-institutional clients. Compliance will periodically review this policy to determine whether Ninety One NA has any individual, non-entity clients, and will update this policy in accordance with GLBA.

 

Further, outside business providers, including Ninety One NA’s attorney’s, auditors and administrators, may be given access to NPPI concerning U.S. individual investors necessary to effect, administer, or enforce a transaction authorized by clients or in connection with the provision of services to Ninety One NA and the Funds. It is Ninety One NA’s reasonable belief that such service providers are capable of maintaining and have in place appropriate safeguards to protect client information.

 

Please note that this section is supplemented by Ninety One’s Secure & Acceptable Usage Policy.

 

10.PROTECTION OF MATERIAL NONPUBLIC INFORMATION

 

From time to time, Supervised Persons may become recipients of material, nonpublic information (“MNPI”). Ninety One NA is required to establish, maintain and enforce policies and procedures to prevent the misuse of MNPI. These requirements are included in the Insider Trading and Securities Fraud Enforcement Act of 1988. Ninety One NA and its affiliates have established policies and procedures reasonably designed to prevent the misuse of MNPI considering Ninety One NA’s business, structure, size and other relevant factors. In all instances, MNPI shall be protected and preserved in strict compliance with this policy.

 

Definition and Application of Inside Information and Tipping

 

Material, nonpublic Information and the terms “insider trading” and “tipping” are not defined in the Federal Securities Laws but were developed through case law under the Exchange Act and Rule 10b-5 thereunder. Other provisions of the Exchange Act and the Advisers Act and the rules thereunder also address the misuse of MNPI; in particular, Section 204A and Rule 204A-1 of the Advisers Act.

 

The law concerning MNPI, insider trading and tipping is dynamic, and the SEC enforces cases on a regular basis. U.S. authorities do not hesitate to sue persons outside the United States and are often able to detect and take action within hours.

 

Broadly, the law prohibits any misuse of MNPI, including:

 

Trading or tipping by an insider while in possession of MNPI;

 

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Trading or tipping by a non-insider, while in possession of MNPI, where the information was either disclosed to the non-insider in breach of an insider’s duty to keep it confidential or was misappropriated; or

 

Communicating MNPI to others.

 

At Ninety One NA concerns about the misuse of Inside Information may arise primarily in two ways. First, a Supervised Person may come into possession of MNPI about another company, such as an issuer in which he or she (or his or her personnel) will invest either for clients or his or her own account. If a Supervised Person has or believes to have such MNPI, he or she must notify the CCO immediately and must not act on that that information.

 

Second, Ninety One NA as an adviser might acquire or have MNPI in relation to its own business activities. In this context, the SEC has stated that the term “MNPI” may include information about an adviser’s recommendations and client securities holding and transactions – this clearly is confidential client information. It is our policy that all such Confidential Client Information is to be kept in strict confidence by those who receive it and may be divulged only within Ninety One NA on a need to know basis in connection with the performance of services to Ninety One NA’s clients.

 

Who is an Insider?

 

The concept of “insider” is broad. It includes officers, directors and employees of a company. Ninety One NA may be deemed an insider when it comes into possession of Inside Information through its various business activities or through a Supervised Person who has been tipped off outside Ninety One NA’s activities. Ninety One NA will remain an insider as long as it has Inside Information. A person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of Ninety One NA’s affairs and, as a result, is given access to information solely for Ninety One NA’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An employee, for example, could become a temporary insider to a company because of such employee’s relationship to the company (e.g., by having contact with company executives while researching the company). Such company must expect Ninety One NA as the adviser to keep the disclosed MNPI confidential, and the relationship must at least imply such a duty before Ninety One NA will be considered an insider or temporary insider.

 

It may also be the case that a connected person of an access person may have MNPI and be deemed to be an insider. Supervised Persons are cautioned in such situations in order to avoid liability for tipping or misappropriating MNPI and must notify the CCO immediately if they believe to have been tipped off with MNPI.

 

What is “Material” Information?

 

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Material” information is generally 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 security. The information is deemed to “alter the total mix of information available.” Such information includes, but is not limited to:

 

dividend changes, profit forecasts, earnings, estimates, changes in previously released earnings and estimates, significant merger or acquisition proposals or agreements;

 

major litigation;

 

liquidation problems and knowledge of an impending default; or

 

knowledge of an impending change in a rating by a rating agency and/or extraordinary management developments.

 

Material information does not have to relate to company’s business. For example, certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security has been considered material by U.S. courts. More specifically, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the WSJ and whether those reports would be favorable or not.

 

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 a fact to show that the information is generally public and not “just released within a few moments.” For example, information in a report filed with the SEC, or appearing in Dow Jones, Reuters, The Wall Street Journal or other publications of general circulation would be considered public.

 

What is Tipping?

 

Tipping is giving or making available MNPI to anyone who might be expected to trade while in possession of that MNPI. A Supervised Person may become a “tippee” by acquiring MNPI from a tipper, which would then require such Supervised Person to follow the procedures below for reporting and limiting use of the MNPI.

 

Penalties and Consequences of Misusing MNPI

 

The improper use or unauthorized disclosure of MNPI by any employee, including trading while in possession of the MNPI, can inflict great damage on Ninety One NA, its clients, affiliates and employees. At a minimum, the misuse of MNPI can create a negative impression in the eyes of clients, regulators, the public and the business community. Penalties for trading on or communicating MNPI are severe. For both individuals involved in such unlawful conduct and their employers the penalties may include fines or damages up to three times the amount of any profit gained or loss avoided. A person may be subject to some or all of the applicable penalties even if he or she does not personally benefit from the violation. Penalties include civil injunctions, treble damages, disgorgements of profits, jail sentences or fines for the

 

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person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited. Fines for the employer and other controlling persons can total up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. Any violation of this policy can be expected to result on serious sanctions by Ninety One NA, including dismissal of the person(s) involved.

 

It is the duty of every Supervised Person to remain constantly alert to possible violations of this policy regarding the use of dissemination of Inside Information. All employees who suspect such improper use by any other person must immediately communicate the relevant facts to the General Counsel or the CCO.

 

Guidelines on the Treatment of MNPI

 

Learning of MNPI: It is not illegal to learn MNPI. It is, however, illegal to trade on such MNPI or to pass it on to others who have no legitimate business reason for receiving such MNPI.

 

Steps to Follow When You Think You Have MNPI: If, after consideration of the above, a Supervised Person believes that they have learned MNPI, or if a Supervised Person has questions as to whether the information is MNPI, you should contact only Compliance immediately. Supervised Persons are prohibited from trading on or disclosing the potential MNPI the Supervised Person has learned without consulting Compliance.

 

Investigation of Trading Activities: From time to time, various stock exchanges, FINRA and the SEC may request information from Ninety One NA concerning trading in the specific securities that may coincide with market news. Requests from a stock exchange or regulator for this type of information should be referred directly to the CCO. The Supervised Person may be asked to sign a sworn affidavit stating that at the time of the trading, the employee did not have any MNPI about the securities in question. Ninety One NA may submit these affidavits to the applicable stock exchanges, FINRA or SEC.

 

Procedures to Detect and Prevent Insider Trading

 

The role of Compliance is critical to the implementation and maintenance of Ninety One NA’s procedures against insider trading. Supervisory procedures can be divided into two classifications, prevention of the insider trading and detection of insider trading.

 

Detection of Insider Trading

 

To detect insider trading, the compliance department will (i) periodically review the personal trading activity of Access Persons and (ii) review trading activity of Ninety One NA’s accounts.

 

Prevention of Insider Trading

 

To prevent insider trading, Compliance will:

 

Provide, on a periodic basis, a compliance training program to familiarize Access Persons with

 

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Ninety One NA’s insider trading procedures.

 

Answer questions regarding Ninety One NA’s insider trading procedures.

 

Resolve issues of whether information received by a Supervised Person is material and non-public.

 

Review on a regular basis and update as necessary Ninety One NA’s insider trading procedures.

 

When it has been determined that a Supervised Person has material, non-public information: (i) implement measures to prevent dissemination of such MNPI; (ii) if necessary, restrict employees from trading the securities and (iii) maintain Restricted Lists.

 

Require prior written approval before a Supervised Person may serve on board of directors or other governing board of a publicly traded company.

 

Maintain a log in a manner consistent with Ninety One’s policies and procedures, of all incidents brought to Compliance’s attention when potential MNPI was received by an employee. Such a log shall remain confidential.

 

The Use of Expert Networks

 

The use of Expert Networks may result in an employee obtaining MNPI. We have instituted Expert Network procedures to prevent the actual, or appearance of, misuse of MNPI. These procedures apply to all employees who utilize Expert Networks. The Expert Network procedures include conducting due diligence on the proposed Expert Network, Compliance calendaring of calls, employee training and guidelines on how an employee must conduct themselves on an Expert Network call.

 

Please note that this section is supplemented by Ninety One’s Market Conduct Policy.

 

11.Conflicts of Interests

 

Conflicts of interest may exist between Ninety One NA or Supervised Persons, on the one hand, and its clients, on the other. Conflicts of interests may also exist between clients.

 

Every adviser must identify its material conflicts, the effect(s) that they have on the adviser, Supervised Persons and its clients and the means to mitigate or resolve them. This means keeping and maintaining a conflicts policy, developing procedures for when conflicts of interest arise, and disclosing such conflicts of interest and the means to address them.

 

The disclosure in Form ADV Part 2 of such material conflicts and the means to address them must be sufficiently clear and concrete so that a reasonable prospect or client understands clearly the conflict and how it is addressed. There have been severe penalties resulting from SEC enforcement actions for deficient disclosure or failure to act in accordance with disclosures. Advisers may also be sued if their disclosures are

 

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materially incorrect, in particular, if there is a material omission, such as an undisclosed conflict of interest.1

 

Examples of conflicts of interest and means to address them include the following (although we note that this is not an exhaustive list of conflicts of interest, in general, or the conflicts facing Ninety One NA or Supervised Persons, more specifically):

 

If an adviser receives compensation, directly or indirectly, from a source other than the client for recommending a security, the adviser must disclose the nature and extent of the compensation;
If an adviser or an affiliate of the adviser has an interest (e.g., selling commissions) in an investment being recommended, the extent of the adviser’s interest must be disclosed;
If an adviser recommends that clients effect transactions through the Adviser’s broker-dealer affiliate, the extent of all adverse interests, including the amount of any compensation the adviser or affiliated broker dealer will receive in connection with the transactions, should be disclosed;
If an adviser or an affiliate will be buying or selling the same securities as a client, the client should be informed of this fact and also whether the adviser (or the affiliate) is or may be taking a position inconsistent with the client’s position; or
An adviser or related party compensates a third party for referring a client, the material terms of the arrangement must be disclosed to, and acknowledged by, the client.

 

Supervised Persons are responsible for and have a duty to identify and escalate to line management and Compliance any potential or actual conflicts of interest of which they become aware.

 

Please note that this section is supplemented by Ninety One’s Conflicts of Interest Policy.

 

12.Disclosure of Outside Interests

 

A Supervised Person may not maintain a Material Outside Business Affiliations without the prior written approval of Compliance and, where appropriate, such Supervised Person’s Supervisor and/or the CEO. Each Supervised Person must also submit an annual declaration of his or her Material Outside Interests.

 

Policies and procedures designed for Supervised Persons to declare any material outside interests are set forth in the Compliance Manual.

 

Please note that this section is supplemented by Ninety One’s Outside Business Activity Policy.

 

 

1 See e.g. SEC v. Gabelli, 2011 WL 3250556 (2d Cir. Aug. 1, 2011).

 

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13.Personal Trading Activity

 

A.Personal Trading Activity

 

Supervised Persons’ personal securities transactions must be conducted in such a manner to avoid any actual, potential or perceived conflicts of interest or any abuse of an individual’s position of trust and responsibility. Therefore, Supervised Persons or persons designated as Access Persons must comply with the personal trading guidelines set forth in the Code of Ethics. These guidelines are supplemented by Ninety One’s Personal Account Dealing policy (the “PAD Policy”).

 

1.Prohibition Against Fraudulent Trading Activity

 

As a general matter, it is a violation of Federal Securities Laws and the policies of Ninety One NA for any of its Supervised Persons to engage in any act, practice or course of business in connection with the purchase and sale of any Securities for a Supervised Person Account which violates any of the Federal Securities Laws designated to prevent fraudulent, deceptive, or manipulative acts. Two common examples of such prohibited activities are described below. However, any fraudulent practice in connection with the purchase or sale of Securities for an Access Person Account is prohibited by the Federal Securities Laws and the Compliance Manual.

 

2.Common Examples of Fraudulent Personal Trading

 

Front-Running: The practice of trading on the basis of the anticipated market effect of trades for Client Accounts, which is known as “front-running” or “scalping,” is a violation of the Federal Securities Laws. Examples of front-running or scalping include:

 

An Access Person Account uses knowledge of a future purchase of a security for a Client Account and acquires direct or indirect ownership in the security before the Client Account buys the security.
An Access Person Account uses knowledge of a future sale of a security by a Client Account and sells (short or long) the security before the Client Account sells the security.

 

Trading Client Accounts to Benefit Access Persons: The practice of trading a Client Account for the purpose of benefiting an Access Person’s Account is prohibited by the Federal Securities Laws.

 

If you are designated as an “Access Person” you are subject to both the Code of Ethics’ Personal Securities Transactions procedures below and the PAD Policy.

 

B.Reporting

 

Access Persons are under the duty to provide the reports described below unless specifically exempted by

 

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the CCO.

 

1.Access Persons have the reporting requirements below for Reportable Securities.

 

All securities are “Reportable Securities”. There are exceptions to reporting requirements, or “Non-Reportable Securities” and these are detailed in the PAD Policy.

 

2.Initial and Annual Holding Reports

 

All Access Persons are required to submit holdings in Reportable Securities in which the Access Person has any direct or indirect Beneficial Ownership Interest as follows:

 

Access Persons must submit within 10 days of becoming Access Person an (“Initial Holdings Report”);
On a date selected by the CCO (typically in November), Access Persons must also submit their holdings in Reportable Securities in which the Access person has any direct or indirect Beneficial Ownership Interest (“Annual Holdings Report”);
Access Persons are required to promptly disclose new holdings in Reportable Securities if acquired prior to submitting the Annual Holdings Report; and
Holdings reports must be current as of a date no more than 45 days prior to the date that person became an Access Person (for Initial Holdings Report) or 45 days prior to the date the holdings report is submitted (for Annual Holdings Report).

 

Initial Holdings Reports and Annual Holdings Reports must contain, at a minimum, the following information:

 

The title and type of Covered Security, and as applicable the exchange ticker symbol or CUSIP number;
Number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership Interest;
The name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the Access Person’s direct or indirect benefit; and
The date the Access Person submits the report.

 

Initial Holding Reports and Annual Holding Reports are submitted through StarCompliance unless your broker is not supported by Star Compliance, in which case Access Persons need to arrange and provide duplicate account statements. For a list of brokers supported by StarCompliance please consult the CCO.

 

3.Quarterly Transaction Reports

 

Within 30 days after the end of each calendar quarter, each Access Person must submit a quarterly transaction report of all Reportable Securities transactions (a “Quarterly Transaction Report”) to the CCO or

 

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designee that contains, at the minimum, the following information (if applicable) regarding each transaction in a Reportable Security in which the Access Person has a Beneficial Ownership Interest:

 

The date of the transaction;
The title, and as applicable, the exchange ticker symbol or CUSIP number;
Interest rate and maturity rate;
Number of shares, and principal amount of each Covered Security involved;
The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);
The price of the Covered Security at which the transaction was effected;
The name of the broker, dealer or bank with or through which the transaction was effected; and
The date the Access Person submits the report.

 

If you have questions about the Beneficial Ownership Interest in a security, please contact Compliance. Quarterly Transaction Reports are captured through StarCompliance for Access Persons with brokers who are supported by StarCompliance. If the broker is not supported by StarCompliance the Access Person must arrange and provide duplicate statements to Compliance.

 

4.Exceptions

 

An Access Person is not required to submit:

 

Any transaction or holding report with respect to securities held in accounts over which the Access Person has no direct or indirect influence or control; or
A transaction report with respect to transactions effects pursuant to an Automatic Investment Plan.

 

5.Periodic Statement Reporting Requirement

 

Any Access Person who has a brokerage account, even if such account contains only Non-Reportable Securities, must arrange for copies of duplicate statements of such brokerage account to be sent to Compliance via StarCompliance if it is a broker supported by StarCompliance. If the broker is not supported by StarCompliance the Access Person must arrange and provide duplicate statements to Compliance.

 

C.Pre-Clearance

 

Access Persons must pre-clear all trades in their Access Person Accounts including, without limitation, transaction in Initial Public Offerings and private placements in the manner described in Ninety One’s Personal Account Dealing (PAD) Policy. These pre-clearance requirements do not apply (i) to the receipts of gifts and bequests of securities (i.e., those which are not entirely controlled by the owner of the Access Person Account) or (ii) to Non-reportable Securities.

 

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D.Restrictions/Rules

 

1.Initial Public Offerings

 

Access Persons must obtain approval prior to investing in an initial public offering (“IPO”) or private placement.

 

2.Restricted Lists

 

In addition to the 15-Day Restrictive Rule, several other restrictions apply:

 

Ninety One plc and Ninety One Ltd – Full and Staff Restricted Lists;
Ninety One plc and Ninety One Ltd – “Closed Period” Restriction; and
Insider Information.

 

3.Blackout Period / The 15-Day Restrictive Rule

 

A blackout period applies to Access Persons’ Accounts related to certain trades (the “15-Day Restrictive Rule”), in which Supervised Persons are restricted from trading a security within 15 days, on either side, of a client trade involving the same security.

 

4.Ban on Short Term Trading

 

Access Person Accounts are not allowed to profit from the purchase and sale of the same security or to have a “round trip” purchase and sale of the same security within six months (each, a “Short Term Trade”) without the prior consent of one of the co-Chief Investment Officers. Any profits realized on Short Term Trades may be required to be disgorged. Note that the six-month holding period starts with the most recent purchase of the same security, (e.g., if you purchase 100 shares of Stock A on March 1, then purchase additional 100 shares of Stock A on August 1, you must now hold all 200 shares of Stock A for six months from August 1).

 

5.Mandatory Closing Out of Access Person’s Positions

 

Ninety One NA reserves the right to require an Access Person to liquidate or otherwise close-out a position in an Access Person Account at the Access Person’s expense if it is determined that any of his or her investments violate the provisions of the Code of Ethics. Even though a particular transaction may not be explicitly prohibited by the Code of Ethics, Ninety One NA reserves the right to restrict trading in any financial instrument and/or require an Access Person to liquidate any position held in any Access Person Account (whether at a profit or loss) and disgorge any profit earned.

 

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E.Escalation & Breaches

 

Account statements, confirmations, pre-clearance requests and reports required to be submitted pursuant to the Code of Ethics are monitored and reviewed for compliance with this procedure. Any breaches are escalated to the CCO.

 

Ninety One NA is required by law to keep a record of all violations of this Code of Ethics, including the failure by an Access Person to submit a transaction or holding report required by this of Ethics in a timely fashion. If you become aware of any violations or potential violations of any of the provision of the Code of Ethics you must report such violations or potential violations promptly to the CCO. Failure to report any violations of the Code of Ethics that you are aware of in a prompt manner will be considered itself a violation of the Code of Ethics and subject to remedial action at the discretion of Board. If in doubt about the legality or ethics of any conduct, please contact the CCO to request guidance. If you have witnessed the violation of Federal Securities Laws, you may be eligible to participate in the SEC’s whistleblowing program as outlined in the Compliance Manual.

 

Please note that this section is supplemented by Ninety One’s Personal Account Dealing (PAD) Policy.

 

14.Acknowledgment of the code of Ethics

 

Annually, Ninety One NA Supervised Persons will be required to acknowledge receipt of the Code of Ethics and represent in writing that they have read and understood it and will adhere to it. Understanding and complying with this Code of Ethics and truthfully completing the written acknowledgment are the obligation of all Ninety One NA Supervised Persons.

 

15.Interpretations and Exceptions

 

The Ninety One NA’s CCO and their designee shall have the right to make final and binding interpretations of this Code of Ethics and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Supervised Person must obtain written approval from Compliance before taking action regarding such exception.

 

*****

 

If you have any questions about this Code of Ethics or any matter discussed herein, please contact Compliance as follows:

 

Dana Troetel (( 108 5136); dana.troetel@ninetyone.com

 

Laura Carolina Frattaroli (( 108 5195); laura.frattaroli@ninetyone.com

 

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Mathew Marino (( 108 5137) mathew.marino@ninetyone.com

 

14. GlossarY  
TERM

Definition

 

ACCESS PERSON

Any Supervised Person of an adviser who:

 

(i) has access to nonpublic information regarding any advisory clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of a reportable fund or

 

(ii) is involved in making securities recommendations to advisory clients, or who has access to such recommendations that are nonpublic.

 

Access Person Account

Any account in which an Access Person has a direct or indirect Beneficial Ownership Interest in the Securities held in the account unless such an account is specifically excluded from this Code of Ethics’ requirements by the CCO. An Access Person Account does not include any account over which the Access Person has no direct or indirect influence or control or in which transactions are effected without the Access Person’s prior notifications. Generally, it includes but is not limited to:

   
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1)   each Access Person’s personal account; and

 

2)   any account of any immediate family member sharing a household with the Access Person; or

 

3)   any other account including a trust or partnership, over which the Access Person or her or his family member exercises investment discretion.

 

Automatic Investment Plan Program in which regular periodic purchases (or withdrawals) are made automatically to (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership Interest

Any interest in securities where a person directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect “pecuniary interest’ in such securities. While the definition of “Pecuniary Interest” is complex, a Supervised Person generally has a pecuniary interest in securities if such Supervised Person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities.

 

Client Account

A Managed Account, LLC or other commingled fund or mutual fund managed by Ninety One NA in its capacity as an adviser or as a sub-advisor.

 

Federal Securities Laws The Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the GLBA (as defined below), any rules adopted by the SEC under these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury
Initial Public Offering An offering of Securities registered under the Securities Act, the issuer of which immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
Material OUtside Business Activity

Are outside business interests That:

●    That might lead to a potential or actual conflict between the interests of a staff member and/or those of Ninety One and/or those of a client of Ninety One;

●    The existence of which could detrimentally affect the reputation or standing of Ninety One;

●    Which may interfere with or hinder the proper performance of a staff member’s work obligations; or

●    That results in a staff member being remunerated or compensated for their time spent or services offered/rendered, regardless of the nature of the OBA.

Reportable Security Any Security other than Non-Reportable Securities
Restricted List A list of issuers and/or Securities about which Ninety One NA may have received material non-public information. The Restricted List is maintained and monitored to
   
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  ensure that no Access Person is trading or transacting in Restricted Securities and to ensure that issuers and/or Securities are added and removed in a systematic manner. Once an issuer is on the Restricted List, no trading in client or personal accounts may take place until the company has been removed from the list.
Restricted Securities Those Securities that are restricted from being purchased or sold by Access Persons for a particular period of time.
Security

Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or an 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 related to foreign currency or, in general, any interest or instrument commonly known as “security” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, of warrant or right to subscribe to or purchase, any security of the foregoing.

 

Supervised Person All of Ninety One NA’s officers, directors, partners and employees (or other persons occupying a similar status or performing a similar function).
   
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XXI.   CODE OF ETHICS, INSIDER TRADING, AND PERSONAL SECURITIES TRANSACTIONS  
    (Section 204a and Rule 204A-1 of the Investment Advisers Act and Rule 17j-1 of the Investment Company Act)

 

I. INTRODUCTION

 

This Code of Ethics (“Code”) is intended to assist all employees of O’Shaughnessy Asset Management, LLC (“OSAM” or the “Company”) in meeting the high standards we follow in conducting our business. One of our most important assets is our reputation for integrity and professionalism. The responsibility of maintaining that reputation rests with you and all other employees. This shared commitment underlies our success as individuals and as a business. As part of this responsibility employees must abide by the standards set forth in Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Company Act, as amended (the “1940 Act”).

 

The Code contains procedural requirements that you must follow to meet certain regulatory and legal requirements. Such procedures:

 

·Establish standards of conduct with respect to OSAM’s clients and outside parties, including the duty to protect the confidentiality of client information and rules relating to gifts and business entertainment.

 

·Establish sanctions for infractions of the Code.

 

·Define “non-public information” and set forth the parameters for appropriate use of such information.

 

·Address trading restrictions applicable to personal investments.

 

The Code does not and cannot cover every possible set of facts and circumstances. Technical compliance with the Code is not sufficient if a particular action would violate the spirit of the Code.

 

Unless defined as they are used, the capitalized terms used in this Code are defined in Section VI below.

 

A.    Individuals Covered by the Code.

 

Access Persons: All of OSAM’s officers, directors and employees, as well as anyone else who provides investment advice on OSAM’s behalf and is subject to the Company’s supervision and control.

 

II. STANDARDS OF BUSINESS CONDUCT

 

This Code is based on the principle that OSAM owes a fiduciary duty to its clients, and that all Access Persons must therefore avoid activities, interests and relationships that might (1) present a conflict of interest or the appearance of a conflict of interest with OSAM’s clients, or (2) otherwise interfere with the Company’s or an Access Person’s ability to make decisions in the best interests of its clients. As used herein, the term “Client” includes the Company’s individual and institutional clients, as well as the mutual funds OSAM advises or sub-advises.

 

Access Persons must at all times comply with the following standards of business conduct:

 

A.    Fiduciary Duty.

 

As a registered investment adviser, OSAM has a fiduciary relationship with its Clients. Therefore, all Access Persons must carry out their duties solely in the best interests of Clients and free from all compromising influences and loyalties. Under no circumstances may an Access Person cause a Client to take action or not take action for the Access Person’s own benefit. Any doubtful situation should be resolved in the Clients’ favor.

 

B.    Compliance with Applicable Law.

 

All Access Persons must understand and comply with their obligations under Federal Securities Laws, as that term is defined in Section VI of the Code. Among other things, Federal Securities Laws make clear that it is illegal to defraud Clients in any manner, mislead Clients by affirmative statement or by omitting a material fact that should be disclosed, to perform any act that would operate as a fraud or deceit on Clients, or to engage in any manipulative conduct with respect to Clients or the trading of securities.

 

Each Access Person is responsible to know, understand and follow the laws and regulations that apply to his or her responsibilities on behalf of OSAM. While no Access Person is expected to be an expert on all applicable Federal Laws and regulations, they are expected to know the Federal Laws and regulations well enough to recognize when an issue arises and to seek the advice of the Compliance Department.

 

C.    Excessive Personal Trading.

 

Access Persons may not engage in excessive personal trading, or any other trading that interferes with their duties for OSAM’s Clients. See Section V. of the Code for more information about personal trading.

 

D.    Avoiding Conflicts of Interest.

 

Access Persons may not take advantage of their knowledge or position to place their interests ahead of the interests of Clients. This duty includes an obligation to maintain complete objectivity and independence in making decisions that affect the management of Client assets. Access Persons must disclose all material facts concerning any potential conflict of interest that may arise to the Chief Compliance Officer (“CCO”) in writing.

 

In adhering to this principle, Access Persons:

 

·   may not use personal influence or personal relationships improperly to influence financial reporting by OSAM;

 

·   may not improperly cause OSAM to take action, or fail to take action, for the personal benefit of the Access Person rather than for the benefit of OSAM or its clients;

 

·   may not improperly use their positions with OSAM, or information that belongs to OSAM or its clients, for personal gain;

 

·   may not bind OSAM to any agreement or arrangement with an entity in which the Access Person, directly or through family members, has any material economic interest;

 

·   must disclose to his or her department management (hereinafter, his or her manager) any situation of which they become aware in which OSAM is entering into an arrangement or agreement with an entity in which the Access Person, directly or through family members, has any material economic interest; and

 

·   should avoid any activities, interests or associations outside OSAM that could impair their ability to perform their work for OSAM objectively and effectively, or that could give the appearance of interfering with their responsibilities on behalf of OSAM.

 

E.    Treating All Clients Fairly.

 

Neither OSAM nor its Access Persons shall favor the interests of one Client over another. In particular, they will not favor large accounts over small accounts, or personal or family accounts over the accounts of other clients. Although it may not be possible to treat each Client identically in every single transaction, on the whole, no client or group of Clients will be disadvantaged to benefit any other Client or group of Clients.

 

F.    Sharing in Profits and Losses.

 

No Access Person shall directly or indirectly agree to share in the profits earned or losses incurred in any Client’s account. This does not limit OSAM from entering into performance-based fee arrangements with clients under applicable Federal Securities Laws.

 

G.    Guarantees.

 

No Access Person shall warrant or guarantee the future value of or return on any security. In addition, no Access Person shall warrant or guarantee the success or profitability of any investment advice that OSAM renders or any trading strategy that OSAM employs.

 

H.    Confidential Information.

 

Access Persons may be in a position to know about Clients’ identities, investment objectives, funding levels, and future plans as well as information about the transactions that OSAM executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared with persons outside the Company, such as vendors, family members, or market participants unless otherwise permitted.

 

In addition, Access Persons are prohibited from trading in any Investment (or Equivalent Instrument) at a time when the Access Person possesses material nonpublic information regarding the Investment or the issuer of the Investment. Without limiting the generality of the foregoing, all Access Persons are subject to and shall abide by the Insider Trading Procedures in Section IV of this Code.

 

In order to ensure that confidential information is appropriately protected, Access Persons may not disclose or misuse confidential information of third parties or OSAM’s confidential proprietary information to which they gain access through their relationships with OSAM, except when disclosure is authorized by OSAM or the person to whom the information belongs, or is required by law. In addition, Access Persons generally should not disclose confidential information about OSAM or its clients to other employees of OSAM unless such other employees have a need to know such information in connection with their jobs.

 

I.    Corporate Opportunities.

 

Access Persons are required to advance the interests of OSAM when an Access Person becomes aware of a financial opportunity as a result of that person’s relationship with OSAM, or through the use of OSAM property, that opportunity belongs, in the first instance, to OSAM. No Access Person may take for himself or herself any opportunity for the sale or purchase of products, services or interests that belongs to OSAM without the prior written approval of OSAM’s Compliance Department. If an Access Person is presented with an investment opportunity in his or her capacity as a representative of OSAM, the Access Person may personally take advantage of the opportunity only if the investment is approved in writing by the Compliance Department. In considering any request regarding an opportunity, including an investment opportunity, the Compliance Department may consult with the Compliance Committee.

 

J.    Gifts and Business Entertainment.

 

a.Scope: For purposes of this Section, the terms “gifts” and “business entertainment” are intended to be construed broadly and include accepting anything of value, including meals, lodging, travel, cash, Investments, merchandise, loans and expense reimbursements, except to the extent specifically excluded below. Note that these terms include anything of value provided directly or indirectly, e.g., anything provided to an Access Person on behalf of the third party from whatever source.

 

For an item to be considered “business entertainment,” the vendor must be present at the event/meal and there must be an opportunity to discuss matters relating to OSAM’s business. For example, if an Access Person receives theater tickets from a vendor, the tickets are “business entertainment” only if the vendor attends the event and there is an opportunity to discuss business matters. If not, the tickets should be treated as a “gift” for purposes of this Section and subject to the limitations set forth below.

 

b.Interpretation: All questions regarding interpretation of this Section shall be referred to OSAM’s Compliance Department.

 

1.Giving Gifts:

 

No Access Person shall give a gift of any other thing of value in excess of $250 per individual per year to any person where the gift relates to the business of the recipient’s employer. Nor may an Access Person make a cash payment of any amount to such individual. The prohibitions in this paragraph do not apply to gifts to persons with whom the Access Person has a family or other personal relationship that exists apart from his or her association with OSAM.

 

These prohibitions also shall not apply to ordinary and usual business entertainment hosted by OSAM, so long as such entertainment is neither so frequent nor so extensive as to raise any questions of propriety. Special requirements may apply with regard to gifts or business entertainment directed to employees of a public pension plan or Taft-Hartley pension plan. The requirements relating to Taft-Hartley pension plans are spelled out in Appendix A to this Code.

 

  2. Receiving Gifts:

 

An Access Person may not receive any gift or any other thing of value in excess of $250 per individual per year from any person or entity that does business with or on behalf of

 

OSAM. This prohibition does not apply to receiving gifts from persons with whom the Access Person has a family or other personal relationship that exists apart from his or her association with OSAM. Further, these prohibitions also shall not apply to ordinary and usual business entertainment hosted by a party who does business with OSAM, so long as such entertainment is neither so frequent nor so extensive as to raise any questions of propriety. Under no circumstances may an Access Persons solicit a gift from a person who does business with OSAM.

 

  3. Procedure:

 

OSAM’s Compliance Department maintains a gift log. On a quarterly basis, Access Persons must report and acknowledge all gifts received and given. Access Persons should use reasonable judgment in estimating the value of any gifts received. Any questions about the fair market value of a gift should be referred to the Compliance Department. See Appendix B.

 

K.    Lending and Borrowing.

 

Access Persons shall not lend or borrow money, securities, or commodities to or from a client.

 

L.    Outside Business Activities.

 

No Access Person may engage in outside business activities or serve on the board of directors of a publicly-held company absent prior written authorization by OSAM’s Compliance Committee.

 

No Access Person shall serve as the General Partner to a limited partnership, the managing member of a limited liability company, the trustee of a trust, or the executor of an estate if such limited partnership, limited liability company, trust or estate is a Client of OSAM’s, unless the Access Person first receives written permission from the Chief Compliance Officer. Such permission shall not be granted if it would cause OSAM to be deemed to have technical custody over the assets. Nor will an Access Person be allowed to accept payment for acting in any such capacity if OSAM is also paid to manage the account.

 

M.    Political Contributions.

 

No Access Persons shall directly or indirectly make any political contribution to any government entity, municipality, official or candidate for the purpose of obtaining or retaining OSAM or its affiliates as investment advisers. Access Persons are specifically prohibited from making political contributions to any person who may influence the selection or retention of an investment adviser by a government entity. This prohibition shall not apply to contributions made to officials for whom the Access Person is entitled to vote, so long as the total amount of the contributions does not exceed $350 per election. Regardless of this policy, Access Persons are required to request pre-approval from the Firm’s CCO prior to making any political contributions, as well as disclose all political contributions and certify annually that they have and will comply with this provision. CCO will periodically review publicly available political contribution web databases (i.e. opensecrets.org, etc.) on the Federal, State and Local levels to ensure compliance with the same. Additionally this Policy will apply to all Access Persons “Immediate Family” residing in the Access Persons’ household as defined below in Section VI DEFINITIONS.

 

N.    Charitable Contributions.

 

Access Persons shall not cause OSAM to directly or indirectly make contributions to any charitable organization or cause, without first obtaining written permission. Any decision to grant such permission will depend on the specific facts and circumstances involved.

 

O.     Fair Dealing.

 

It is OSAM’s policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly and honestly. OSAM seeks to succeed by providing clients with excellent service, diligence, effort and knowledge, and not through unfair advantage. To this end, OSAM is committed to dealing fairly with its clients, customers, vendors, competitors and employees. No Access Person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information or misrepresentation of material fact.

 

P.    Safeguarding Assets and Property.

 

OSAM’s assets and properties represent a key portion of OSAM’s value as an enterprise and are very important to OSAM’s ability to conduct its business. OSAM’s assets and properties include both physical assets such as cash, securities, physical property and equipment and intangible assets such as business strategies and plans, intellectual property, services and products. Each Access Person is responsible for safeguarding OSAM’s assets and properties that are under his or her control. Theft of, or fraudulently obtaining OSAM assets or property is forbidden under applicable laws and company policies, and any suspected theft or misappropriation of OSAM assets or property should be reported to the Compliance Department immediately for investigation. Furthermore, except where permitted by OSAM, Access Persons should not abuse OSAM assets or property for their personal benefit. In addition to protecting OSAM’s assets and property from theft or misuse, Access Persons should be careful not to waste any of OSAM’s assets or property.

 

As part of its business, OSAM may come into possession of property of clients, vendors and other third parties. It is vitally important to OSAM’s business and reputation that all client property that comes into OSAM’s possession is protected and maintained with the same degree of skill and care as OSAM uses to safeguard its own property. Each Access Person is responsible for safeguarding the properties, belonging to clients, vendors and other third parties, which are under his or her control.

 

Q.    Accuracy of Books and Records.    

 

OSAM engages in various business activities that are subject to Federal Securities Laws. As such, OSAM is subject to numerous regulations regarding its books and business records. These regulations require that OSAM maintain accurate and complete business records, books and data in a timely manner. Each Access Person is responsible to ensure the accuracy and completeness of any business information, reports and records under his or her control. No Access Person may intentionally make false or misleading entries in any of OSAM’s books and records. In providing information to be included in OSAM’s books and records, Access Persons must be candid and accurate.

 

R.    Treatment of Others.

 

Access Persons must treat all persons with whom they come into contact, including other employees, clients and suppliers, fairly and with respect. Each employee should be able to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, OSAM expects that all relationships among persons in the workplace will be professional and

 

free of bias, harassment or violence. Access Persons who violate laws or OSAM policies requiring fairness and respectful treatment of others are subject to disciplinary action by OSAM and, potentially, civil or criminal liability. Access Persons are encouraged to report to your Manager or a member of OSAM’s Management Committee any violations of these laws or policies of which they become aware.

 

OSAM is committed to the diversity of its workforce in order to help achieve growth and success for the organization. OSAM strives to provide an environment that promotes respect, integrity, teamwork, achievement and acceptance regardless of race, gender, age, national origin, or any other factor that makes people unique. While all representatives of OSAM share the common goal of responsiveness to clients and each other, at the same time they should embrace and value the differences in employees.

 

III.         OSAM’S COMPLIANCE PROGRAM

 

A.OSAM shall provide each Access Person with a copy of this Code and any amendments thereto. Each Access Person shall be required annually to deliver an Information Statement to the CCO. This statement (a sample of which is attached as Appendix C to this Code) includes information regarding the Access Person’s disciplinary history, outside business activities personal securities holdings and political contributions. Access Persons will also be asked to acknowledge their receipt of and compliance with the Code of Ethics. Acknowledgement of the receipt of any future amendments to the Code will be required as well.

 

B.OSAM’s Compliance Department and the Compliance Committee, if necessary, shall be responsible for maintaining a surveillance program reasonably designed to monitor the activities of all Access Persons, in order to ensure compliance with this Code of Ethics and OSAM’s other compliance policies and procedures. This surveillance program shall include, but not be limited to; reviewing e-mails and other electronic communications transmitted through OSAM’s facilities and reviewing Access Persons’ personal trading activities, as described in more detail below.

 

C. Access Persons must promptly report any existing or threatened violations of this Code of Ethics (by themselves or others) to the CCO. Such reports may be oral or in writing, but if in writing, should not be sent via e-mail. Reports need not be signed; anonymous reports will be accepted. OSAM will not retaliate or allow its Access Persons to retaliate against any Access Person who, in good faith, reports a perceived violation of the Code of Ethics. The CCO will create and retain a record of the reported violation and any action OSAM takes in response thereto. Such action may include sanctioning the volatile conduct, as described below. OSAM may be required to turn such records over to the SEC.    

 

D.OSAM’s Compliance Committee may impose sanctions or take other action against an Access Person who violates this Code of Ethics or other OSAM compliance policy or procedure. Possible action includes a verbal warning, letter of reprimand, suspension of personal trading privileges, suspension of employment (with or without pay) or termination of employment. The Company may also require an Access Person to reverse an improper personal securities trade and forfeit any profit or absorb any loss derived there from. The Compliance Committee shall compute the amount of any profit to be forfeited, and shall donate this amount to a charitable organization of the Compliance Committee’s choosing. Such donations shall not result in any net tax benefit to the Access Person. OSAM may also report material violations to the SEC or criminal authorities.

 

E.OSAM will conduct such compliance training sessions as circumstances warrant. The purpose of these meetings is to ensure that Access Persons are familiar with the complex regulatory requirements that apply to our business. Attendance at these meetings is mandatory.
 
F.OSAM’s Compliance Committee or its designee may, in its sole discretion, grant exceptions to the requirements of this Code of Ethics if the circumstances warrant. All exceptions must be in writing and may be subject to such conditions as the Compliance Committee or its designee may impose.

 

G.On an annual basis, in accordance with Rule 17j-1(c)(2)(ii) of the Investment Company Act of 1940 (the “1940 Act”), OSAM’s Chief Compliance Officer shall prepare a written report describing any issues arising under the Code, including information about any material violations of the Code or its underlying procedures, and any sanctions imposed due to such violations, and submit the information to Advisors Series Trust’s Chief Compliance Officer for review by Advisors Series Trust’s Board of Trustees.

 

On an annual basis, in accordance with Rule 17j-1(c)(2)(ii) of the 1940 Act, OSAM’s Chief Compliance Officer shall certify to Advisors Series Trust’s Board of Trustees that OSAM has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code.

 

IV.          INSIDER TRADING

 

Stiff criminal and civil penalties are imposed upon persons who trade on the basis of inside information or who communicate such information to others in connection with a securities transaction. OSAM’s Insider Trading policy applies to all Access Persons and extends to Access Persons’ conduct both within and outside of their duties at OSAM.

 

A.“Inside information” is defined as material nonpublic information about an issuer or security. Such information typically originates from an “insider” of the issuer, such as an officer, director, or controlling shareholder. However, insider trading prohibitions also extend to trading while in possession of certain market information.

 

“Market information” is material nonpublic information which affects the market for an issuer’s securities but which comes from sources outside the issuer. A typical example of market information is knowledge of an impending tender offer, which may come from sources other than an insider. However, not all market information raises insider trading concerns. For example, portfolio managers or analysts may learn material, nonpublic market information that did not come from an insider or from someone who otherwise misappropriated the information. Or, a portfolio manager or analyst may be able to predict a corporate action or event based on a perceptive assembly and analysis of material public information or nonmaterial nonpublic information. Since this activity lies at the heart of what a good portfolio manager or analyst is supposed to do, such information or conclusions may be used to make investment decisions.

 

B.In order to assess whether a particular situation runs afoul of the prohibition against insider trading, Access Persons should consider the following:

 

1.Information is deemed “material” if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.

 

2.Information is considered “nonpublic” if it has not been released through appropriate public media in such a way as to achieve a broad dissemination to the investing public generally, without favoring any special group. Unfortunately, the question of publicity is very fact-specific; there are no hard and fast rules. In the past, information has been deemed to be publicly disclosed if it was given to the Dow Jones Broad Tape, Reuters Financial Report, the Associated Press, United Press International, or one or more newspapers of general circulation in the New York City area. On the other hand, public dissemination is not accomplished by disclosure to a select group of analysts, broker-dealers and
 
  market makers, or via a telephone call-in service for investors. Note that there also is authority that disclosure to Standard and Poor’s and Moody’s alone may not suffice.
   
3.By virtue of SEC Rule 10b5-1, a person will be presumed to have traded “on the basis of” inside information if he was aware of the material, non-public (i.e., inside) information when he made the purchase or sale. Notwithstanding this presumption, a person will not be deemed to have traded on inside information if he can show that: (a) before becoming aware of the information, he had (i) entered into a binding contract to buy or sell the security, which contract adequately specified the terms of the trade or did not permit the trader to exercise subsequent influence over the trade details; (ii) provided instructions to another person to execute the trade or (iii) adopted a written plan for trading the securities, and (b) the purchase or sale that occurred was pursuant to the contract, instruction or plan.

 

An entity other than a natural person may also escape the presumption of trading on the basis of inside information if the entity can show that the person who made the investment decision on behalf of the entity was not aware of the information, and if the entity had implemented reasonable policies and procedures to ensure against insider trading violations.

 

C.SEC Rule 10b5-2 addresses the question of when insider trading liability arises from the misappropriation of confidential information in the context of a family or other personal relationship. Under this rule, a person receiving confidential information could be liable for insider trading where:

 

1.the person agreed to keep the information confidential;

 

2.a reasonable expectation of confidentiality can be implied from the fact that the parties to the communication have a history or practice of sharing confidences; or

 

3.the person supplying the information is a spouse, partner, child or sibling of the person who receives the information, unless there is an affirmative showing based on the particular circumstances of the family relationship that there was no reasonable expectation of confidentiality.

 

D.The selective disclosure of material nonpublic information by corporate insiders may lead to insider trading violations by an outsider — OSAM, for example — under the following conditions:

 

1.the insider intentionally breached a duty of confidentially owed to the issuer’s shareholders;

 

2.the insider received some personal benefit from this breach, either by way of monetary gain or a reputational benefit that could translate into future earnings;

 

3.the outsider knew or should have known that the insider breached a duty by disclosing the information; and

 

4.the outsider acts with a mental state showing an intent to deceive, manipulate or defraud.

 

An outsider might also run afoul of the prohibition against insider trading under a “misappropriation” theory. This theory applies to those who trade on information they have taken in breach of some fiduciary duty, even though that may not be a duty to the issuer’s shareholders. An example of this would be an employee of an investment adviser who trades while in possession of material, nonpublic information she learns in the course of her advisory duties. Investment information relating to OSAM’s Clients should be treated as inside information.
 
E.In order to prevent even inadvertent violations of the ban on insider trading, or even the appearance of impropriety regarding other forms of personal trading, all Access Persons must adhere to the following standards of conduct:

 

1.All information about Clients, including but not limited to the value of accounts; securities bought, sold or held; current or proposed business plans; acquisition targets; confidential financial reports or projections; borrowings, etc. must be held in strictest confidence. Using or sharing this information other than in connection with the investment of OSAM’s managed accounts is strictly prohibited.

 

2.When obtaining material information about an issuer from insiders of the company, determine whether this information has already been disseminated through public channels.

 

3.In discussions with securities analysts, it also may be appropriate to determine whether the information the analyst provides has been publicly disseminated.

 

If you suspect that you or the firm has learned material, nonpublic information, you should immediately contact the Compliance Department and refrain from disclosing the information to anyone else, unless specifically advised to the contrary. The Compliance Department will review the information and consult with the Compliance Committee and/or outside counsel, if necessary, to determine whether the information is material and non-public. The following measures will be taken if deemed necessary:

 

OSAM will place the affected company on a “Watch List” and restrict the flow of material, non-public information to allow OSAM’s portfolio managers, analysts and traders who do not come into possession of the information to continue their ordinary investment activities. (This list is highly confidential and may not be disseminated to anyone outside OSAM’s Compliance Department.)

 

In the alternative, OSAM will place the affected company on a “Restricted List” in order to prohibit trading in any security of the affected company, except non-solicited trades after specific approval by OSAM’s Compliance Department. (This list is highly confidential and may not be disseminated to anyone outside OSAM’s Compliance Department.)

 

V.PERSONAL TRADING ACTIVITIES

 

The provisions contained in this Section apply to all transactions in which an Access Person has or acquires a Beneficial Interest. As explained more fully in Section VI below, an Access Person is generally deemed to have a Beneficial Interest in any Investment he or she owns individually or jointly (spousal accounts are deemed to be jointly owned) with another person, and any Investment owned by a member of the Access Person’s Immediate Family who resides in the Access Person’s household. The terms “Investment” and “Immediate Family” are also defined below.

 

Even where there is no misuse of material, nonpublic information, the purchase or sale of securities by an investment adviser or its employees for their own accounts may be problematic. Because OSAM is compensated to render investment advice to Clients, fiduciary concerns arise where Access Persons also trade for their own accounts. Therefore, Access Persons must conduct any personal securities trading in a manner which avoids not only actual improprieties but even the appearance of impropriety. In order to achieve these goals, Access Persons must strictly comply with the following requirements.

 

A.    Prohibited Conduct.

 

Access Persons may not:

 

1.Initial Public Offerings and Limited Offerings. Any purchase of an Investment in an initial public offering or a limited offering (other than a new offering of a registered open-end investment company) to avoid any violations of Rule 17j-1(e).

 

2.Independent Judgment. Allow the independent judgment they exercise on behalf of Clients to be compromised. Under no circumstances, may an Access Person take or fail to take any action for Client accounts in order to benefit his or her own Investment interests.

 

3.Market Manipulation. Engage in transactions intended to raise, lower, or maintain the price of any Investment or to create a false appearance of active trading.

 

4.Front-Running Transactions. Make any purchase or sale of an Investment (or Equivalent Instrument) at a time when the Access Person knows that (a) OSAM is or may be considering a purchase or sale of such Investment on behalf of its Clients, or (b) OSAM is in the process of acquiring or selling that Investment on behalf of Clients.

 

5.Market Timing. Use their knowledge of the portfolio holdings of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Fund that may conflict with the best interests of the Fund and its shareholders.

 

6.Others. Engage in transactions intended to raise, lower or maintain the price of any Investment or to create a false appearance of active trading;

 

-Divert trading opportunities in any Investment away from managed accounts in favor of the Access Persons’ own accounts or OSAM’s proprietary accounts;

 

-Allocate executed trades in such a way as to favor their own or OSAM’s proprietary accounts and to disadvantage the accounts of Clients;

 

-Engage in and any other transaction deemed by the OSAM Compliance Department to involve a potential conflict of interest, possible diversions of corporate opportunity, or an appearance of impropriety or conflict.

 

B.    Pre-Clearance Requirements.

 

1General Requirements.

 

Unless an exemption applies, any Transaction in which an Access Person has or acquires a Beneficial Interest must be pre-cleared in accordance with the procedures established by OSAM’s Compliance Department.

 

a.Length of Trade Authorization Approval. The authorization for a personal securities Transaction is effective until the earliest of (i) its revocation by the Compliance Department, (ii) the moment the Access Person learns that the information provided to the Compliance Department pursuant to the Pre-Clearance Procedures is not accurate, or (iii) the close of business on the trading day on which the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Monday).
 
i.If the order for a Transaction is not placed within that period, a new authorization must be obtained before the Transaction can be placed.

 

b.No Explanation Required for Refusals. In some cases, OSAM’s Compliance Department may refuse to authorize a Transaction for a reason that is confidential. The Compliance Department is not required to give an explanation for refusing to authorize any Transaction.

 

2Investment Transactions Requiring Prior Written Approval.

 

Access Persons are only allowed to engage in the following types of transactions if the Compliance Committee (CCO, President, COO, and/or their delegates) grants prior written approval. (Please complete approval form Appendix D.)

 

a.Closed–End Mutual Funds. Pre-approval is required for all transactions in Closed-End Mutual Funds, and is “Only Good For the Date Approved.”

 

b.Fully Discretionary Accounts. This account is defined as an account that has transactions in which the Access Person has no knowledge before they are completed. This would include, for example, (i) transactions effected for an Access Person by a trustee of a blind trust, or (ii) discretionary trades by an investment manager retained by the Access Person, in each case, in connection with which the Access Person is neither consulted nor advised of the trade before it is executed. In order to qualify for this exception, an Access Person will be required to supply the Compliance Department with a certification in the form attached hereto as Appendix H-1. He or she also will be obliged to identify each Managed Account in the Access Person’s annual Holdings Report, and have duplicate statements for such Managed Account automatically sent to the Compliance Department. The Compliance Department may from time to time at its own discretion, request that the manager of the account attest that they have not discussed any investment decisions prior to any transactions being executed for the account.

 

c.Fully Discretionary OSAM Managed Accounts. This account is defined as an employee account that is managed by OSAM and that has transactions in which the Access Person has no knowledge before they are completed. The Client/Access Person is neither consulted nor advised of the trade before it is executed. In order to qualify for this exception, an Access Person will be required to supply the Compliance Department with a certification in the form attached hereto as Appendix H-1. He or she also will be obliged to identify such Managed Account in the Access Person’s annual Holdings Report, and have duplicate statements for such Managed Account automatically sent to the Compliance Department. The Compliance Department may from time to time at its own discretion, request that OSAM attest that they have not discussed any investment decisions prior to any transactions being executed for the account. Custodians are subject to approval by the Management Committee.

 

d.Access Persons’ – Existing Accounts & Client Transactions. In the spirit of the Code and in fairness to its Access Persons OSAM has decided to allow its Access Persons the opportunity to sell securities that the Access Person has acquired in existing accounts prior to employment with OSAM. At the onset of employment, if an Access Person has an existing account that owns any security that OSAM is currently trading in the security at the time that the Access Person is requesting an approval to sell the security, the Access Person must wait until one calendar day after the trade has been completed to sell the security from his/her account (basically a “24 hour black-out period” for that security). For example, if OSAM completes the current trade in the security on Day 0, Day 1 is the first day the Access Person may trade the security for his or her own account.
 

  Duplicate statements for these types of Managed Accounts are to be automatically sent to OSAM’s Compliance Department.
  (Exceptions may be made on a case-by-case basis at OSAM’s discretion.)

 

3Investment Transactions Requiring Special Prior Written Approval.

 

Access Persons are prohibited from engaging in the following types of transactions unless the Compliance Committee grants prior written approval, given the special conflict-of-interest issues these transactions raise. (Please complete approval form Appendix D.)

 

a.Private Placements. Hedge Funds, Limited Partnerships, Private Equity Partnerships and Venture Capital Funds. Any acquisition of a Beneficial Interest in an Investment through a Private Placement, including without limitation, investments in limited partnerships, hedge funds, private equity partnerships and venture capital funds.

 

4Sanctions For Personal Trading Violations

 

If OSAM’s Compliance Department determines that a violation of these trading policies has occurred, they shall so advise OSAM’s Management Committee. Depending on the severity of the violation, they may impose such sanctions, as they deem appropriate, which may include a:

 

a.Warning (verbal or written);
b.Reprimand;
c.Reassignment of duties;
d.Suspension of activities (e.g., your ability to trade for personal accounts);
e.Request the employee to sell the security in question and disgorge all profits to a charity;
f.Require the trade to be broken (if not too late);
g.Monetary fine (e.g., including a reduction in salary or bonus);
h.Suspension or termination of employment; or
i.A combination of the foregoing.

 

C.    Exemptions Relating to Pre-Clearance Requirements.

 

Notwithstanding the foregoing, the following types of Transactions are exempt from the pre-clearance requirements and trading restrictions of Section V. B and C:

 

1.Mutual Funds and ETFs. Any purchase or sale of an Investment issued by any registered open-end investment companies (including College Savings Plans established under Section 529(a) of the Internal Revenue Code known as “Section 529 Plans”) or exchange-traded fund. However, transactions in Reportable Funds are subject to the additional trading restrictions set forth in Section V.D below, and all Transactions in Reportable Funds and exchange-traded funds must be reported to the OSAM Compliance Department pursuant to Section V.E below.

 

2.No Knowledge. Transactions where the Access Person has no knowledge of the Transaction before it is completed (for example, Transactions effected for an Access Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Access Person, in connection with which the Access Person is neither consulted nor advised of the trade before it is executed);

 

3.Certain Corporate Actions. Any acquisition of an Investment 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
 
  Investment.
   
4.Automatic Investment Plans. Any Transaction in an Investment pursuant to an Automatic Investment Plan (as defined in Section VI), except where such Plan has been overridden.

 

5.Other Exempt Transactions. Any Transaction involving the following types of Investment:

 

a.Government fixed-income instruments (i.e., direct obligations of the U.S. Government or states and their political subdivisions);

 

b.bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 

D.    Trading in Reportable Funds.

 

1.60-Day Holding Period. No Access Person may redeem (or exchange out of) shares of a Reportable Fund in which the Access Person has a Beneficial Interest within sixty (60) calendar days of a purchase of or exchange into shares of the same Reportable Fund for the same account, including any individual retirement account or 401(k) participant account.

 

2.Exemptions. The following Transactions involving Reportable Funds are exempt from sixty-day holding period set forth in this Section:

 

a.Money Market Funds. Transactions in any Reportable Funds that are money market funds.

 

b.No Knowledge. Transactions in any Reportable Funds where the Access Person has no knowledge of the Transaction before it is completed (for example, Transactions effected for an Access Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Access Person, in connection with which the Access Person is neither consulted nor advised of the Transaction before it is executed).

 

c.Automatic Investment Plans. Transactions in Reportable Funds pursuant to an Automatic Investment Plan, except where such Plan has been overridden.

 

d.Access Person - 401(k) Account Reallocations. Account reallocations (transactions) in Reportable Funds pursuant to a Defined Benefit 401 (k) Plan.

 

E.    Duty to Report Information on Personal Trades.

 

1.Holdings Reports. Within 10 days after an Access Person joins the Company and once a year thereafter, he or she must supply the CCO with a list of all his or her securities holdings. The information in the Holdings Report must be current as of a date not more than 45 days prior to the individual’s becoming an Access Person or — for annual reports — the date the report is submitted. A sample Holdings Report form is included with the Annual Certification attached as Appendix C.

 

Instead of creating a separate document, an Access Person can satisfy the initial Holdings Report requirement by timely filing and dating a copy of a securities account statement listing all of his or her securities holdings, so long as that statement provides all the required information. Likewise, an Access Person can satisfy the annual Holdings Report requirement by confirming in writing the accuracy and completeness of composite account statements that have already been supplied to the CCO or composites that have already been created by the Compliance Department.
 
 2.Transaction Reports. In addition to the Holdings Reports, Access Persons are also required to report their securities transactions to the CCO on a quarterly basis, and in accordance with Rule 17j-1(d)(1)(ii) of the 1940 Act, such reports must be completed and returned within 30 days of a quarter end. In order to satisfy this obligation, Access Persons must direct each of their broker-dealers and banks1 to send copies of confirmations and monthly or quarterly account statements directly to the CCO. A form letter that can be used for this purpose is attached as Appendix E. In the event that an Access Person engages in a securities transaction that does not appear on his or her account statement, he or she will be required to file a separate Transaction Report regarding the trade within 15 days after the end of the calendar quarter in which the trade took place. A Transaction Report Form to be used for this purpose is attached as Appendix B.
   
3.New Reportable Accounts. If an Access Person opens a new reportable account that has not been previously disclosed, the Access Person must immediately notify OSAM’s Compliance Department in writing of the existence of the account and make arrangements to comply with the reporting requirements set forth in Appendix F. Additionally, OSAM has retained the services of Schwab Technologies Schwab Compliance Tool (SCT fka Compliance 11) to assist in the compiling of OSAMs associated persons personal securities accounts and review of the same by OSAM’s CCO. Please see SCT list below (at Appendix H-9) and consult with OSAM’s CCO with regard to the SCT “recommended” broker list to facilitate with the capture of the same.

 

4.Exceptions to the Reporting Requirements. Access Persons do not need to include the following Transactions in either Holdings or Transactions Reports:

 

  a.Approved Retirement Plan Participant Accounts. Transactions effected in participant accounts in 401(k) retirement plans approved by the Compliance Department, where automated feeds are received by OSAM Compliance Department.
    
  b.Managed Accounts. Transactions about which the Access Person has no knowledge before they are completed. This would include, for example, (i) transactions effected for an Access Person by a trustee of a blind trust, or (ii) discretionary trades by an investment manager retained by the Access Person, in each case, in connection with which the Access Person is neither consulted nor advised of the trade before it is executed. In order to qualify for this exception, an Access Person will be required to supply the Compliance Department with a certification in the form attached hereto as Appendix H-1. He or she also will be obliged to identify each Managed Account in the Access Person’s annual Holdings Report, and have statements for any Managed Accounts automatically sent to the Compliance Department. The Compliance Department may from time to time at its own discretion, request that the manager of the account attest that they have not discussed any investment decisions prior to any transactions being executed for the account.
    
  c.Transactions in Non-Reportable Securities. Transactions in any of the following securities: (i) government fixed-income instruments (i.e., direct obligations of the U.S. Government or states and their political subdivisions) (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper, (v) high-quality short-term debt instruments (including repurchase agreements), shares issued by a registered open-end investment company that is not a Reportable Fund, and (vi) shares issued by unit investment trusts that are invested exclusively

 

 

1 Information is required with regard to securities accounts only. Regular bank account statements need not be supplied.

 
  in one or more open-end funds. However, an Access Person must report the names of all brokers, dealers or banks with which the Access Person maintains an account in which ANY securities are held for the Access Person’s direct or indirect benefit, even if the only securities in those accounts are not reportable securities described in this paragraph.
   
d.Automatic Investment Plans. Transactions effected pursuant to an Automatic Investment Plan, except where such Plan has been overridden.

 

e.Special Note for Mutual-Fund Only Accounts. Because transactions in mutual funds other than Reportable Funds need not be reported to the Compliance Department, Access Persons need not arrange to have copies of confirmations and account statements for Mutual-Fund Only Accounts delivered to OSAM. “Mutual fund-only” accounts are accounts that hold only non-Reportable Funds and in which no other type of Investment may be held. Mutual fund-only accounts do not include participant accounts in OSAM’s 401(k) Retirement Plan. Notwithstanding this exemption, copies of statements for these accounts must be made available for review upon request by the Compliance Department, and as noted above, the existence of such accounts must be noted on the Access Person’s Holdings Reports.

 

  5.Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to: (a) OSAM’s Compliance Department, (b) OSAM’s Compliance Committee, (c) the Access Person’s department manager or designee, (d) OSAM’s Management Committee, (e) the chief compliance officer or board of directors of any Reportable Fund, (f) any attorney or agent of the foregoing or of a Reportable Fund, (g) any party to which any investigation is referred by any of the foregoing, (h) the Securities and Exchange Commission, (i) any self-regulatory organization governing the activity involved, (j any state regulatory authority, and/or (l) any federal or state criminal authority.
    
   All records shall be maintained in accordance with Rules 204-2 under the Advisers Act and Rule 17j-1(f) under the 1940 Act.

 

VI.          DEFINITIONS

 

When used in the Code, the following terms have the meanings set forth below:

 

A.    General Defined Terms.

 

OSAM Compliance Committee” or “Compliance Committeemeans the committee that is responsible for establishing compliance policies and procedures in accordance with Rule 206-4(7) of the Investment Advisers Act of 1940 (the “Advisers Act”). Current members of the Compliance Committee are: CCO (Raymond Amoroso), CEO (Patrick O’Shaughnessy), Chairman (James P. O’Shaughnessy), President (Christopher S. Loveless), COO (Scott Bartone).

 

OSAM Compliance Department” or “Compliance Department means OSAM employees organized under the Chief Compliance Officer, who administer the compliance program. Current Compliance Department members are: (Raymond Amoroso, III, Esq. - CCO).

 

Federal Securities Laws means the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”) the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Advisers Act, 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 OSAM and any

 

Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

B.    Terms Defining the Scope of a Beneficial Interest in an Investment.

 

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 Investment.

 

An Access Person is deemed to have a Beneficial Interest in the following:

 

(1) any Investment owned individually by the Access Person;

 

(2) any Investment owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and

 

(3) any Investment in which a member of the Access Person’s Immediate Family has a Beneficial Interest if:

 

a.   the Investment is held in an account over which the Access Person has decision making authority or otherwise influences and controls (for example, the Access Person acts as trustee, executor, or guardian); or

 

b.   the Investment is held in an account for which the Access Person acts as a broker or investment adviser representative.

 

Section V of this Code is not intended to impede OSAM from hiring Access Persons who may have Immediate Family (as defined below) who are employed or seek to be employed in the investment industry (i.e., act as a broker or investment adviser representative for their own personal or non-OSAM client accounts). However, to rebut the presumption of Beneficial Interest and have an Access Person’s Immediate Family member generally be allowed to engage in Personal Securities transactions (the Immediate Family member only) not be subject to the pre-clearance requirements, an Access Person must submit a Certification of No Beneficial Interest to the Compliance Department, as well as an Insider Trading Acknowledgement. The forms that can be used for this purpose are attached as Appendices G & H-3.

 

By doing so the Access Person will be deemed to qualify under Section V.C.2. However, in requesting account statements and/or trade confirmations, OSAM reserves the right to audit these potential outside accounts.

 

Immediate Family of an Access Person means any of the following persons:

 

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 other relationships (whether or not recognized by law) that OSAM’s Compliance Department determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety, which this Code is intended to prevent.

 

C.    Terms Defining the Scope of a Reportable Transaction.

 

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.

 

“Client” means a natural person, any minor child of the natural person, any relative, spouse, or relative of the spouse of the natural person who has the same principal residence, all trusts of which the natural person and/or the persons referred to are the only primary beneficiaries, a corporation, general partnership, limited partnership, limited liability company, trust, fund or other legal organization that receives investment advice based on its investment objectives rather than the individual investment objectives of its shareholders, partners, limited partners, members, or beneficiaries.

 

Equivalent Instrument means any security issued by the same entity as the issuer of a subject Investment, 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 Investments are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

 

Initial Public Offering means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

 

Investmentincludes any instrument that may be considered a security for purposes of the Federal Securities Laws, including stocks, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), bank loans, limited partnership interests, investment contracts, or investment company shares. The term “Investment” also includes any derivative instruments on any the foregoing, such as futures, swaps, options and warrants, and any investment in currencies, commodities or commodities-related instruments, or any other financial instrument, whether or not such instruments might be considered a “security” for purposes of the Federal Securities Laws.

 

Private Placement means an Investment offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities, as amended, or pursuant to Rules 504, 505 or 506 of Regulation D thereunder.

 

Reportable Fund means any fund registered under the 1940 Act that (a) is advised or sub-advised by OSAM.

 

Transaction means the purchase, sale, redemption or other transaction in an Investment in which an Access Person has or acquires a Beneficial Interest.

 

A copy of the required Firm Acknowledgements are enclosed at Exhibit “L” & “S”.

 

A copy of Rule 204A-1 is enclosed at Exhibit “B”.

 

EXHIBIT 99p22 

 

Origin Asset Management LLP

(‘Origin’ or the ‘Firm’)

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

Fiduciary responsibility of the Firm, and its Partners and Employees

Origin has a fiduciary responsibility to place the interests of the Firm’s clients before its interests or those of its partners and employees. The Firm has therefore adopted the following general principles which all its partners and employees are expected to uphold:

 

·The interests of the Firm’s clients must always be placed first.
·All Personal Account Dealing (“PAD”) must be conducted in a manner consistent with the Code of Ethics (the “Code”) (see Appendix One) and must avoid any actual or potential conflicts of interest or any abuse of a position of trust and responsibility.
·Partners and employees must not take any inappropriate advantage of their positions at the Firm.
·Information on the securities held by and the financial circumstances of clients must be kept confidential.
·The investment decision making process must be independent at all times.

 

Personal account transactions

 

With effect from 1st August 2017 all personnel are prohibited from purchasing any common stock securities or other equity-linked instruments in the firm’s investible universe to prevent any potential conflicts of interest that may arise from personal account trading in such securities that are held in, or may be considered for client portfolios. “Personal account” means any securities account in which personnel have any direct or indirect “beneficial ownership”, including any personal account of that person’s immediate family, and is further defined below.

 

Existing partners and staff who hold any common stock securities in the firm’s investible universe acquired prior to the policy effective date of 1st August 2017 will be permitted to sell them in accordance with the firm’s current personal account dealing rules and procedures.

 

New partners and new employees who hold any common stock securities in the firm’s investible universe acquired prior to joining the firm will be permitted to sell them in accordance with the firm’s current personal account dealing rules and procedures.

 

In order to comply with FCA and SEC rules on personal account transactions you are required to comply with the provisions within this Code.

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

Permission to deal

For the investments detailed under ‘General exemptions’ below, partners and employees of the Firm may not deal in any investments without obtaining the prior written consent of any Authorised Partner and the Compliance Officer.

 

Each investment or divestment will be considered on a case by case basis by an Authorised Partner (see Appendix Two) and the Compliance Officer and if approved by the Compliance Officer, the dealing should comply with the general rules and procedures set out below.

 

The PAD Form is required to be used for prior written consent to deal. The prior written consent will be valid for 48 hours, if the approved deal has not been executed within 48 hours from approval, a new PAD Form will be required.

 

When making purchases or sales the transactions will only be approved if the partner or employee agrees to be bound by the following:

·Any purchases of permitted securities outside the firm’s investible universe are held for a minimum period of thirty days.
·No dealing can take place ahead of the Investment Manager on days when the Investment Manager has made the decision to or is doing the same action for the Funds.
·No dealing can take place in any placements that have been offered to the Firm’s clients.
·Partners and employees must continue to adhere to the rules as laid out in the PAD Rules.

 

Note that where a general or specific permission is given for a transaction, the other requirements set out below in this notice (e.g. reporting) still need to be complied with. You will need to ensure that you do not contravene the dealing or disclosure restrictions in the insider dealing provisions of the Criminal Justice Act 1993.

 

Rights issues and takeovers

Please note that the restrictions in this notice extend to making any formal offer to buy or sell, taking up rights on a rights issue and exercising conversion or subscription rights and exercising an option.

 

The restrictions also extend to buying or selling an investment under any offer, including a takeover or tender offer that is made to the public, or all (or substantially all) of the investment concerned.

 

Trustees, personal representatives and agents

The restrictions also extend to dealings by you:

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 
·As a trustee of a trust or as a personal representative of an estate in which you or an associate1 of yours has a significant beneficial interest.
·As a trustee of any other trust or a personal representative of any other estate, unless you are relying entirely on the advice of another person (such as another broker, accountant or a solicitor).
·For the account of an associate¹.

 

General exemptions

The restrictions do not extend to:

1.Any transaction by you in an authorised unit trust, a regulated collective investment scheme or a life assurance policy (including a pension).
2.Any transaction entered into, without consultation with you, through a discretionary account.
3.Listed instruments based on indices including equities, fixed interest, and currency indices, and Exchange Traded Funds (ETFs).

 

Selling to or buying from a Client

You may not sell to or buy from any client of the Firm for your own account.

 

Reporting transactions

It is a requirement to forward a copy of the contract note to the Compliance Officer for all transactions that

i) you have received approval for; and

ii) have been executed for you within a discretionary account that you do not take decisions for but have appointed a discretionary investment manager.

 

Covered Accounts and Securities

Personal accounts

The term “personal account” means any securities account in which personnel have any direct or indirect “beneficial ownership” and includes any personal account of that person’s immediate family (including any relative by blood or marriage either living in the person’s household or dependant on that person).

 

Covered Securities

The term “covered securities” includes all securities defined as such under the Investment Advisers Act of 1940 (the “Advisers Act”) and includes:

·Debt and equity securities;
·Options on securities, on indices and on currencies;
 

1 “Associate” includes any person (including members of your family, companies or Partnerships) whose business or domestic relationship with you would give rise to a community of interest between you.

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 
·All forms of limited partnerships and limited liability company interests, including interests in private investment funds (such as hedge funds) and interests in investment clubs; and
·Foreign unit trusts and foreign mutual funds.

The term “covered securities” however does not include the following:

·Direct obligations of the US government (e.g. treasury securities);
·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 open-end mutual funds that are not advised or sub-advised by the Firm (or the Firm’s affiliates); and
·Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds, none of which are funds advised or sub-advised by the Firm (or the Firm’s affiliates).

 

Initial and Annual Holdings Reports

Contents of holdings reports

All personnel are required by the Advisers Act to submit to the Firm both initial and annual holdings reports that disclose all covered securities held in any personal account. In lieu of a holdings report and at the discretion of the Compliance Officer, personnel may submit to the Compliance Officer or arrange to have sent to the Compliance Officer brokerage statements for every personal account. The brokerage statements, however, must be received within the time frame specified below and contain at least the following information:

·The title and type of covered security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each covered security in any personal account;
·The name of any broker, dealer or bank with which the person maintains any personal account; and
·The date on which the person submits the report.

If covered securities are held in a personal account that are not disclosed in the brokerage statements submitted to the Compliance Officer they must be disclosed in a separate holdings report and submitted to the Compliance Officer. In connection with this process all personnel will be required to certify that all covered securities in all personal accounts have been disclosed to the Compliance Officer.

 

Timing of holdings reports

All personnel must submit holdings reports (and any substitute brokerage statements) to the Compliance Officer within the following time frames:

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 
·No later than 10 days after joining and the information contained in the report must be current as of a date no more than 45 days prior to joining; and
·No later than 30 days after the end of each calendar year, the information contained in the report must be current as of a date no more than 45 days prior to the date the report is submitted.

 

Quarterly securities transaction reports or substitute brokerage statements

All personnel are required by the Advisers Act to submit at least quarterly securities transaction reports to the Compliance Officer for each covered securities transaction in any personal account. As an alternative, submitting brokerage statements to the Compliance Officer at least quarterly meets this requirement. The brokerage statements, however, must contain at least the following information:

·The date of the transaction, the title and type of covered security, the exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date, number of shares and principal amount of each covered security involved;
·The nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);
·The price of the covered security at which the transaction was effected;
·The name of any broker, dealer or bank with or through which the transaction was effected; and
·The date on which the person submits the report.

 

If any transaction involving a covered security in a personal account does not appear in the brokerage statement (such as a private placement) they must be disclosed in a separate holdings report and submitted to the Compliance Officer on a “Quarterly Securities Transaction Report”.

 

Timing of quarterly securities transaction reports or brokerage statements

All personnel must submit a quarterly securities transaction report (or substitute brokerage statement) no later than 30 days after the end of each calendar quarter.

 

Exceptions to the reporting requirements

No personnel are required to submit:

·Any initial or annual holding report or quarterly securities transaction report (or substitute brokerage statement) with respect to covered securities held in a personal account over which they had no direct or indirect influence or control (e.g.” blind trusts”); or
·A quarterly securities transaction report (or substitute brokerage statement) with respect to transactions effected pursuant to an automatic investment plan

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

(i.e. 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, including any dividend reinvestment plans.

 

Dealing ahead of a research recommendation

This restriction applies when you know that the Firm intends to publish a research recommendation and you know, or should know, that the recommendation is likely to cause a price change in the investment to which it relates. In that situation, you must not deal the same way as the research recommendation until the recommendation has been published and the clients for whom it was principally intended have had a reasonable opportunity to react to it. Dealing before a research recommendation has become public may also breach insider dealing legislation.

 

Dealing ahead of a client order

If you know that the Firm has accepted a client’s order, or have made a decision to deal for a discretionary client, you must not deal the same way in advance of that client’s order.

 

Dealing contrary to a client’s interest

You must not deal in an investment at a time, or in a manner, which you know is likely to have a direct adverse effect on the particular interests of one of our clients. However, you do not breach this restriction merely by entering into a transaction in an investment, which you know will probably cause a fall in the price of an investment owned by a client or by a rise in the price of an investment in which a client has a short position.

 

Personal benefit

If your functions involve giving investment advice, including the preparation of research material, or entering into transactions in investments for the Firm’s own account, or the account of those for whom it deals, you must not accept from any person any benefit or inducement² which is likely to conflict with your duties to the Firm or any of the Firm’s clients. If in any doubt you should consult with the Compliance Officer.

 

²“benefit or inducement” means credit or any other financial advantage or opportunity to make, receive or increase any gain or revenue, or to avoid or reduce any loss or expense, money or other property or gift, and any service, facility, system or information.

 

Counselling and procuring

If the above provisions preclude you from entering into any transaction and if you know, or have reason to believe, that the other person will, as a result, enter into such a transaction or cause or advise someone else to do so, you cannot:

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 
·Advise or cause any other person to enter into such a transaction
·Communicate any information or opinion to any other person.

 

This does not apply to actions, which you take in the course of your employment with the Firm. For example, the fact that you are prohibited from dealing in a certain stock as a result of one of the provisions above does not mean that you are precluded from giving bona fide advice to a client to deal.

 

Summary of insider dealing legislation

The insider dealing provisions contained in Part V of the Criminal Justice Act 1993 (“the Act”) are complex. If you would like fuller details or are in any doubt whether a particular transaction would be prohibited, you should consult the compliance department.

 

The Act applies to all securities traded on a regulated market (which currently includes all EC stock exchanges, LIFFE, OMLX and NASDAQ) and to warrants and derivatives (including index options and futures) relating to these securities even if these warrants and derivatives are only “over the counter” traded.

 

In broad terms, and subject to the exemptions provided by the Act, the Act makes it a criminal offence, with a maximum penalty of seven years imprisonment and an unlimited fine:

·For an individual who has non-public information to deal in price affected securities (including warrants or derivatives relating to them) on a regulated market;
·For an individual to deal through a professional intermediary;
·By acting his/her self as a professional intermediary.

 

Securities are “price affected” if the inside information if made public, is likely to have a significant effect on the price of the securities. This applies to all companies’ securities affected by the information, whether directly or indirectly (for example, competitors of a company about to launch a new product).

 

The Act applies whether you deal as part of your employment, or on your own account. It also covers information obtained directly or indirectly from an insider, whether or not in the course of your employment (for example, through social contacts).

 

If you are precluded from dealing, normally you are also precluded from:

·Dealing on behalf of the Firm or a Client (except perhaps on an unsolicited basis);
·Procuring or encouraging another person to deal in the price affected securities (whether or not the other person knows they are price affected);
·Passing the inside information to another person, other than in the proper performance of your employment.

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

It is possible for a transaction which involves insider dealing to constitute an offence otherwise than under the Act. In particular, under section 47 (1) of the Financial Services Act 1986, a person who “dishonestly conceals any material facts” is guilty of an offence if he does so for the purpose of inducing, or is reckless as to whether it may induce, another person (whether or not the person from whom the facts are concealed) to buy or sell an investment, or to refrain from buying or selling an investment. A person, who conceals price sensitive information from a counterparty to induce him to deal, if that concealment is dishonest, could well commit this offence.

 

Compliance with applicable US Federal Securities Laws

In addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements described above, the Code requires all personnel to comply with the applicable US federal securities laws. These laws include the Securities Act of 1933 (the “Securities Act”), the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Advisers Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to private investment funds and investment advisers and any rules adopted thereunder by the SEC or the Department of the Treasury. If you have any questions regarding your obligations under these statutes, you should consult the Compliance Officer.

 

Reporting violations

All personnel must immediately report any violation of the Code to the Compliance Officer, or in the Compliance Officer’s absence an Executive Partner. All reports will be treated confidentially and investigated promptly and appropriately. The Firm will not retaliate against any personnel who report a violation of the Code in good faith and any retaliation constitutes a further violation of the Code. The Compliance Officer will keep records of any violation of the Code and of any action taken as a result of the violation.

 

Administration of the Code

The Compliance Officer will receive and review all reports submitted pursuant to the Code. The Compliance Officer will review the reports to determine that all personal trades are consistent with requirements and restrictions set forth in the Code and do not otherwise indicate any improper trading activities. The Compliance Officer will also ensure that all books and records relating to the Code are properly maintained. The books and records required to be maintained include a record of the following:

·Any violation of the Code and of any action taken as a result of the violation;
·All written acknowledgements of receipt, review and understanding of the Code from all current personnel and any from within the last five years;
·Each report made by personnel, including brokerage confirmations and brokerage account statements obtained from access persons;
·The names of persons who are currently, or within the last five years were, access persons;
·Any decision, and the reasons supporting the decision, to approve the acquisition of an IPO or limited offering; and

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 
·Any exception from the Code granted by the Compliance Officer, all related documentation supplied by the person seeking the exception and the reasons supporting the decision to grant the exception.

 

The books and records must be maintained by the Firm in an easily accessible place for at least five years from the end of the fiscal year in which the records was created, the first two years in an appropriate office of the Firm.

 

In Part II of the Firm’s Form ADV a description of this Code has been provided and that a copy will be provided on request. The Compliance Officer is responsible for providing such copy to any Fund investor who may request it.

 

Sanctions

Any violation of any provision of the Code may result in disciplinary action. The Compliance Officer will determine an appropriate sanction. Disciplinary action may include, among other sanctions, a letter of reprimand, disgorgement, suspension, demotion or termination of employment.

 

Acknowledgement of receipt, training and compliance

The Firm will provide all personnel with a copy of the Code and any amendments thereto, together with appropriate and adequate training on the principals and procedures of the Code. Any questions regarding any provisions of the Code or its application should be directed to the Compliance Officer. All personnel must provide the Firm with a written acknowledgement evidencing the fact that they have received and reviewed and understood the Code.

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

APPENDIX ONE

 

Origin has adopted a formal compliance policy and code of ethics for its partners and employees. Origin is registered with the SEC and authorised and regulated by the FCA in the United Kingdom. Origin is required to carry on its business by adhering to the following Principles:

 

1  Integrity A firm must conduct its business with integrity.
2  Skill, care and diligence A firm must conduct its business with due skill, care and diligence.
3  Management and control A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
4  Financial prudence A firm must maintain adequate financial resources.
5  Market conduct A firm must observe proper standards of market conduct.
6  Customers’ interests A firm must pay due regard to the interests of its clients and treat them fairly.
7 Communications with clients A firm must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.
8 Conflicts of interest A firm must manage conflicts of interest fairly, both between itself and its clients and between a client and another client.
9 Clients: Relationships of trust A firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any client who is entitled to rely upon its judgment.
10 Clients’ assets A firm must arrange adequate protection for clients’ assets when it is responsible for them.
11 Relations with regulators A firm must deal with its regulators in an open and cooperative way, and must disclose to the FCA and the SEC appropriately anything relating to the firm of which the FCA or SEC would reasonably expect notice.

 

As a member of the FCA we are required to monitor on a regular basis our business practices. This will include detailed reviews of our trading, fund management and research functions. We check client portfolios against their guidelines on a monthly basis to ensure that we are in compliance.

 

We have strict Personal Account Dealing Rules which require pre-clearance of any personal or connected party transactions.

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

APPENDIX TWO

 

AUTHORISED PARTNERS

 

The following Partners are authorised to provide written approval prior to dealing:

 

Chris Carter

 

Nigel Dutson

 

Tarlock Randhawa

 

Nishil Patel

 

Code of Ethics and Personal Account Dealing Rules – December 2021

 

Exhibit 99p23

 

MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDE1
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

Effective Date: January 1, 2022

 

 

 

1 This Code of Ethics and Personal Trading Guidelines applies to all MSIM Public Side Employees globally and to Covered Consultants as determined by MSIM Compliance. Private Side Employees and AIP Private Markets employees should consult the IM Private Side Supplement to the Global Employee Trading and Investing Policy and the IM Private Side Code of Ethics.

 

Table of Contents2

 

I. INTRODUCTION 3
  A. General 3
  B. Standards of Business Conduct 3
  C. Overview of Code Requirements 4
  D. Definitions 5
       
II. TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS 12
  A. Employee Securities Accounts 12
  B. Fully Managed Account* 12
  C. Other Morgan Stanley Accounts 13
  D, Non-Morgan Stanley Accounts 13
  E. Restrictionns and Requirements for PPA Model Personel  
  F. Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd. 13
  G. Mutual Fund Accounts 14
  H. Issuer Purchase Plans 14
  I. Investment Clubs 14
  J. Cryptocurrencies 14
III. PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS 14
  A. General 14  
  B. Initiating a Transaction 15
  C. Pre-Clearance Valid for One Day Only 15
  D. Restrictions and Requirements for Portfolio Managers and Investment Personnel 15
  E. Employees Designated to be “Above the Wall” 17
  F. Transacting in Morgan Stanley Securities 17
  G. Trading Derivatives 17
  H. Other Restrictions 18
  I. Other Activities Requiring Pre-Clearance 19
IV. HOLDING REQUIREMENTS 20
  A. Proprietary and Sub-advised Mutual Funds 20
  B. Covered Securities 20
  C. Holding Requirements Specific to MSIMJ Employees 20
  D. Holding Requirements Specific to HK Type 9 licensed Employees 20
V. REPORTING REQUIREMENTS 20
  A. Initial Reporting and Certification 20
  B. Quarterly Reporting and Certification 21
  C. Annual Reporting and Certification 22
VI. OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS 23
  A. Approval to Engage in an Outside Activity 23
  B. Approval to Invest in a Private Investment 23
  C. Pre-Clearance Process 24
VII. CONSULTANTS AND TEMPORARY WORKERS 24
VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS 25
IX. ENFORCEMENT AND SANCTIONS 25
X. RELATED POLICIES 26
XI RECORDKEEPING 26

 

 

 

2 Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011, June 29, 2012, September 16, 2013, October 10, 2014, March 26, 2016, December 7, 2017, December 12, 2018, and December 12, 2019, December 11, 2020

 
 I.INTRODUCTION

 

A.General

 

The Morgan Stanley Investment Management (“MSIM”) Public Side Code of Ethics (the “Code”) is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). The Code is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and Outside Business Activities as an MSIM Employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually thereafter.

 

This Code applies to all Public Side Employees of MSIM globally and to Covered Consultants as determined by Compliance.

 

In addition to this Code, there is a separate Morgan Stanley Funds Code of Ethics, which is applicable to the Morgan Stanley mutual funds family.

 

B.Standards of Business Conduct

 

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. The Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM Employee as they relate to your personal securities transactions.

 

Fiduciary Duties

You have a duty to act in utmost good faith with respect to each Client, particularly where the interests of MSIM may be in conflict with those of a Client. MSIM 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 in compliance 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 MSIM, 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 MSIM and / or its Clients. If such a conflict or potential conflict arises, you must report it immediately to your local Compliance group.
3

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 of a Client.
Functions as a manipulative practice with respect to a Client.
Functions as a manipulative practice with respect to securities.

 

Personal Securities Transactions and Relationship to MSIM Clients

 

MSIM prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short- term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

 

These standards 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.

 

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance, or your Designated Manager immediately.

 

 C.Overview of Code Requirements

 

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:

 

Activity Code Requirements
Employee Securities Account(s) Pre-clearance, Reporting
Personal Trading Reporting Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity Pre-clearance, Reporting
Making a Private Investment Pre-clearance, Reporting

 

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

4
D.Definitions

 

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. The definitions are an integral part of the Code and a proper understanding of them is essential. Refer back to these definitions as you read the Code.

 

“Access Persons” (for purposes of transacting in Morgan Stanley securities) is defined in the Global Employee Trading, Investing and Outside Business Activities Policy and means those individuals or divisions that, as part of their job function may receive or have access to Morgan Stanley-related material non-public information that is recurring or cyclical in nature.

 

“Approved Broker” means a Firm-approved third-party broker for Employee Securities 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 (e.g., “DRIP”).

 

“Beneficial Interest” 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.

 

“Blackout Period” for purposes of this Code, means a temporary period of time as determined by Compliance during which you may be restricted from all personal securities trading or a temporary or indefinite restriction on transactions in certain specific Covered Securities based upon your job responsibilities.

 

Broad-Based Exchange-Traded Funds (“ETFs”)” for purposes of this Code, means exchanged-traded funds with at least US $1 Billion in assets under management that the IM Compliance Department has found to be sufficiently broad-based in the scope of their investment strategy and holdings so as to not to require pre-clearance. See Schedule A for a link to the current list of Broad-Based ETFs.

 

“Chief Compliance Officer” or “CCO” refers to the Chief Compliance Officer of the following, as relevant: Atlanta Capital Management Company LLC; Boston Research and Management; Calvert Research and Management; Eaton Vance Advisers International Ltd.; Eaton Vance Management; Morgan Stanley Investment Management Inc.; or Parametric Portfolio Associates LLC.

5

“Client” means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

 

“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 in the Covered Securities definition.

 

“Compliance” means your applicable local Compliance group (e.g., Atlanta, Boston, Dublin, London, Minneapolis, Mumbai, New York, Seattle, Singapore, Tokyo, and Washington, D.C.).

 

“Control Group” is a team within Legal and Compliance that is responsible for maintaining the Firm’s Information Barriers (often referred to as “the Wall”). The Control Group serves as a buffer between the Firm’s various business units, controlling and coordinating communications between these areas, as well as conducting global surveillance to ensure that applicable laws and rules are followed.

 

“Covered Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person or is designated by Compliance as a Covered Consultant.

 

“Covered Persons” means:

 

ØAll MSIM Employees;

 

ØAll directors and officers of MSIM;

 

ØAny person (such as certain consultants, leased workers or temporary workers (“Covered Consultants”)) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM or who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.

 

ØAny person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance.

 

ØAny other persons falling within the definition of “Access Person” under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act (such as those supervised persons who have access to nonpublic information regarding the portfolio holdings of a client fund) and such other persons that may be so deemed by Compliance from time to time.
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The definition of “Covered Person” may vary by location. Contact Compliance if you have any question as to your status as a Covered Person.

 

“Covered Securities” includes generally:

 

ØAll equity or debt securities, including but not limited to, derivatives of securities (such as options, warrants and American depositary receipts);
ØAsset-backed securities;
ØClosed-End Funds;
ØCommodities;
ØCorporate and municipal bonds, and similar instruments;
ØCryptocurrencies (ICOs and SCOs, each as defined under the definition of “Cryptocurrency”);
 ØExchange-traded funds and Exchange-traded Notes;
ØFutures;
ØInvestments in all kinds of limited partnerships;
ØInvestments in real estate investment trusts (REITs);
ØInvestments in private investment funds, hedge funds, private equity funds, and venture capital funds;
ØNextsharesTM ;
ØOpen-end mutual funds for which MSIM or Eaton Vance Management or an Eaton Vance Affiliated Entity acts as adviser or sub-adviser (including those funds that consist of Exempt Securities as listed in Schedule A and excluding money market funds);
ØPreferred securities;
ØSecurities indices;
ØUnit investment trusts.

 

An 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).

Covered Securities does not include “Exempt Securities,” as defined below. Refer to Schedule A for application of the Code to various security types.

“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. This includes initial coin offerings (“ICOs”) and secondary coin offerings (“SCOs”).

 

“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. Questions regarding whether a particular instrument or transaction is a Derivatives for purposes of this Code should be directed to the relevant local Compliance group. For avoidance of doubt, a Derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of this Code.

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“Designated Manager” means manager designated by your business unit or department to supervise your personal trading and investing activities.

“Eaton Vance Affiliated Entity” means each of the following: Atlanta Capital Management LLC (“ACM”); Boston Management and Research; Calvert Research and Management (“CRM”); Eaton Vance Advisers International Ltd.; Eaton Vance Management; Eaton Vance Management (International) Limited; Eaton Vance Management (International) Asia; Parametric Portfolio Associates LLC. (“PPA”)

 

“Employee” means all MSIM employees globally on the Public Side of the Morgan Stanley Investment Management Division business and, as appropriate, their Immediate Family.

 

“Employee Securities Accounts” are any accounts in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, whether or not such capability is utilized. Employee Securities Accounts include:

 

ØAccounts owned by you;

 

ØAccounts owned by your Immediate Family (as defined below);

 

ØAccounts where you obtain benefits substantially equivalent to ownership of securities;

 

ØAccounts that you or the persons described above could be expected to influence or control, such as:

 

§Joint accounts;
§Family accounts;
§Retirement accounts;
§Corporate accounts;
§Trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;
§Arrangements similar to trust accounts that benefit you directly;
§Accounts for which you act as custodian; and
§Partnership accounts.

 

“Exempt Securities” are securities that are not subject to the pre-clearance, holding or reporting requirements. Examples of Exempt Securities include:

 

ØBankers’ acceptances, bank certificates of deposit and commercial paper;

 

ØInvestment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest
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  categories by a nationally recognized statistical rating organization);
   
ØDirect obligations of the U.S. Government (including securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest) and equivalent securities issued by non-U.S. governments, such as:

 

·Ginnie Maes,
·U.S. savings bonds, and U.S. Treasuries; and
·Securities issued by non-U.S. governments e.g., premium bonds, indexed- linked savings certificates, fixed income savings certificates, guaranteed equity bonds, capital bonds, children’s bonus bonds, fixed rate savings bonds, income bonds and pensioner’s guaranteed income bonds issued and sold directly tothe public through the National Savings and Investments agency of the United Kingdom’s Chancellorof the Exchequer. Non-U.S. government debt securities must be rated AA or higher. Otherwise, they will be subject to pre-clearance and 30-day holding period requirement);

 

ØShares held in money market funds;

 

ØVariable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser;

 

ØOpen-end mutual funds or equivalent in other jurisdictions (e.g., UCITS, SICAVs, UK Authorized Unit Trusts, open-end investment companies (‘OEICS”) for which MSIM does not act as adviser or sub-adviser;

 

ØCurrencies; and

 

ØHolding physical commodities.

 

Refer to Schedule A for application of the Code to various security types and additional requirements for Morgan Stanley Asia Limited Employees who hold a Hong Kong Type 9 license.

 

“Firm” means Morgan Stanley, MSIM’s parent company.

 

“Fully Managed Account” means an account (including fully managed Individual Savings Accounts (“ISAs”) and an account managed on a discretionary basis by a professional financial adviser or investment adviser (e.g., a robo adviser)) for which an MSIM Employee or Immediate Family has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account. Neither the MSIM Employee nor the Immediate Family may make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account. A Fully Managed Account is not considered an Employee Securities Account.

 

“Hong Kong Type 9 License Holder” means MSIM Public Side Investment Personnel

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housed in Hong Kong entity Morgan Stanley Asia Limited who holds a Hong Kong Type 9 license.

 

“Immediate Family” pursuant to this Code includes any of the following persons sharing the same household with the Employee (which does not include temporary house guests): an Employee’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 significant other. Or any relationship for whom the Employee contributes substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you), or conversely if the Immediate Family contributes substantial financial support to the Employee, or the person is aware of a specific transaction or has direct or indirect influence or control over a transaction.

 

“Initial Public Offering” (“IPO”) 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.

 

“Investment Personnel” means MSIM Employees and any other Covered Persons who (i) obtain or have access to information concerning investment recommendations made to any Client; (ii) any persons designated as Investment Personnel by Compliance; (iii) who, with respect to a Client: (a) provides information or advice with respect to the purchase or sale of a financial instrument for the Client (e.g., portfolio manager, or, in some cases a Research Analyst) or (b) helps execute the investment decisions of a portfolio manager, or, where applicable, Research Analyst on behalf of a Client.

 

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley, including E*TRADE.

 

“Morgan Stanley Investment Management” or “MSIM” for purposes of this Code means the companies and businesses comprising the Public Side of Morgan Stanley’s Investment Management Division including, but not limited to, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Ltd. (“MSIM Ltd.”), Morgan Stanley Investment Management Company (“MSIM Co.”), Morgan Stanley Investment Management (Japan) Co., Ltd. (“MSIMJ”), Morgan Stanley Asia Limited (“MSAL”), Morgan Stanley Investment Management (Australia) Pty Ltd., Atlanta Capital Management Company LLC, Calvert Research and Management, Eaton Vance Management, Parametric Portfolio Associates LLC, but excluding the Private Side companies and businesses. See Schedule B for a list of those legal entities that comprise MSIM.

 

“Morgan Stanley Securities” means equity, preferred and debt securities issued by Morgan Stanley, but excludes structured products, such as equity-linked or credit- linked notes.

 

“Mutual Funds” means (i) all open-end mutual funds; and (ii) similar pooled investment

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vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan. For purposes of the Code, Mutual Fund does not include shares of open-end money market mutual funds (unless otherwise advised by Compliance).

 

“Outside Business Activity” means any organized or business activity conducted by a MSIM Employee outside of MSIM. This includes, but is not limited to, participation on a board of directors or advisory board, including that of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, establishing an LLC that invests in rental properties, or forming a limited partnership.

 

“PPA Model Personnel” means designated Investment Personnel who are involved in portfolio management, trading, and research & strategy, as well as other departments who may have access to pre-execution model portfolio transaction information and may have additional pre-clearance requirements as determined by Compliance. PPA Model Personnel includes, but is not limited to, Employees who were Seattle Investment Personnel prior to January 1, 2022.

 

“Portfolio Managers” means MSIM Employees who are primarily responsible for the day- to-day management of a Client portfolio.

 

“Private Investment” means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. It includes investments in hedge funds, private equity funds, limited partnerships, real estate, peer to peer lending clubs and private businesses.

 

“Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

 

“Public Side” means the MSIM businesses and entities and their Employees who work in the public securities markets (e.g., equities, fixed income and money markets).

 

“Research Analysts” are MSIM Employees who (1) perform financial, qualitative and/or quantitative analysis of financial instruments or their issuers that result in a recommendation or conclusion to Investment Personnel regarding investments for a Client; or (2) is involved in the construction or rebalancing of an index (as applicable); or

(3) are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.

 

“Restricted Lists” means any list of issuers or securities maintained by Morgan Stanley where trading in Employee Securities Accounts is restricted due to Firm policies or regulation.

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II.TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

 

A.Employee Securities Accounts

 

Generally, you and your Immediate Family must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker or an Approved Broker, as applicable to the respective jurisdiction.

 

Requirements may vary in non-U.S. offices. New Employees or newly designated Covered Persons must disclose their Employee Securities Account(s) and accounts of their Immediate Family within 10 calendar days, of hire, using the Initial Disclosure Form, and transfer their Employee Securities Account(s) to a Morgan Stanley Broker or an Approved Broker, as applicable in non-US jurisdictions, at their own expense, within 60 calendar days of becoming a Covered Person. Failure to do so may be considered a significant violation of this Code.

 

Opening a Morgan Stanley Brokerage Account. When opening an Employee Securities Account, you must notify the Morgan Stanley Broker that you are an Employee and that the relevant account must be coded as an Employee or Employee-related account.

 

B.Fully Managed Account*

 

Fully Managed Accounts are generally permitted to be maintained outside of the Firm. For Fully Managed Accounts maintained outside of the Firm, Employees must provide Employee Investing and Activities Compliance (“EIAC”) with a copy of the management agreement, which EIAC will review for the relevant provisions. For certain brokers the management agreement is not required (e.g., robo advisors). If the account is managed by a firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the “OBI System”) and arrange for duplicate copies of statements to be sent to Compliance.

 

You may open a Fully Managed Account for yourself or an Immediate Family member if the account meets the standards set forth below. In certain circumstances and with approval from Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

 

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

 

To the extent that you become aware of a proposed transaction by the manager in these types of accounts or have personally directed or asked another person to direct trades in

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these accounts, you are required to pre-clear the transaction prior to execution of the trade by the manager.

 

Annually, MSIM Employees and Covered Consultants will be required to attest that they have not made, directly or indirectly, any individual investment decision related to such managed account(s), nor have they directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

 

*Pursuant to local regulation, Employees of MSIM Private Limited and IM Public Side Employees of the Global In-house Centers as listed in Schedule B are prohibited from opening Fully Managed Accounts.

 

C.Other Morgan Stanley Sponsored Accounts

 

You do not have to pre-clear participation in Morgan Stanley Sponsored Accounts (e.g., Morgan Stanley 401 (k), Employee Incentive Compensation Plan, etc.) with Compliance. However, you must disclose participation in these and similar plans as part of the quarterly reporting process upon initial participation, and during the annual certification process.

 

D.Non-Morgan Stanley Accounts

 

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and require Compliance approval. If your request is approved, you will be required to ensure that duplicate statements are sent to Compliance. Requirements may vary in non-U.S. offices.

 

If you open an account other than with a Morgan Stanley Broker (inclusive of E*TRADE) without obtaining the required Compliance pre-approval, you must immediately disclose it to Compliance through the OBI System. You may be required to close such account.

 

Maintaining a non-Morgan Stanley 401(k) plan or similar account that permits you to trade Covered Securities must be approved by Compliance.

 

E.Individual Savings Accounts (“ISAs”) for Employees of MSIM Ltd. and EVAIL

 

Fully Managed Accounts for ISAs (i.e., an independent manager makes the investment decisions) and non-discretionary ISAs (including single company ISAs) where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance through the OBI System. In addition, for Non-discretionary ISAs you must obtain pre-approval for each transaction you wish to undertake via the Trade Pre-Clearance (“TPC”) system. Duplicate statements must be supplied to Compliance and applicable quarterly and yearly reporting requirements must be met. For the avoidance of doubt, Fully Managed Accounts for ISAs do not require pre-approval for each transaction undertaken by the independent investment manager. However, yearly reporting requirements apply.

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F.Mutual Fund Accounts

 

You and your Immediate Family may open an account for the purpose of transacting in affiliated open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e., an account directly with a fund transfer agent) without prior approval from Compliance.

 

G.Issuer Purchase Plans

 

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP Form to your local Compliance group and pre-clearing the initial purchase and any sales. You must also report DRIP holdings to Compliance as part of the annual certification process.

 

H.Investment Clubs

 

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

 

I.Cryptocurrencies

 

You are generally not required to disclose accounts for Cryptocurrency (wallets/accounts) as long as they do not have brokerage capability and are not linked to an account with brokerage capability (whether or not such capability is utilized).

 

While trading Cryptocurrencies does not require disclosure or pre-clearance, participation in Private Investments or Outside Business Activities (such as mining) require disclosure and approval through the OBI System. Please note that investments or Outside Business Activities related to cryptocurrency exchanges or other related ventures are generally not permitted (please see the Global Employee Trading, Investing and Outside Business Activities Policy).

 

III.PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS

 

A.General

 

You and your Immediate Family are required to pre-clear and receive prior approval for all personal securities transactions in Covered Securities unless your personal securities transaction is subject to an exemption under this Code. Should an Employee be made aware of a proposed transaction in a Fully Managed Account or have personally directed, or asked another person to direct a trade in a Fully Managed Account, the Employee is required to pre- clear that trade prior to execution. See the Securities Transaction Matrix in Schedule A for additional information regarding the requirements for pre-clearance. In keeping with the

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general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

 

Personal trade requests will be denied if there is an open order for a Client in the same security or related security at the time the personal trade request is submitted. Exceptions may be granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

 

Please consult with your local Compliance if you have any questions.

 

B.Initiating a Transaction

 

Pre-clearance is obtained by entering your trade request into the TPC system (type “IMTPC/” into your browser). Upon completion of the necessary checks, you will receive a system generated email notification advising whether your trade request has been approved or rejected. You must wait for notification from the TPC system advising that your trade request has been approved before executing the trade.

 

C.Pre-Clearance Valid for One Day Only

 

All Covered Persons, including PPA Model Personnel, are required to pre-clear Covered Securities through the TPC system. If your trade request is approved, such approval is valid only for the day on which it is granted (the day on which you receive notification that your trade request was approved). Any transaction not completed (whether in whole or in part) on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

 

D.Restrictions and Requirements for Investment Personnel

 

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by Investment Personnel (excluding PPA Model Personnel; see Section III.E “Restrictions and Requirements for PPA Model Personnel” below) for a period of five (5) calendar days before or five (5) calendar days after the Investment Personnel purchases or sells the security on behalf of a Client. Investment Personnel may request an exception from the Blackout Period if the Covered Security was traded for an index fund or index portfolio.

 

Investment Personnel or other Employees who have knowledge of Client trading activity are subject to the same five (5) calendar day Blackout Period. Investment Personnel must obtain approval from their Designated Manager or designee prior to obtaining pre-clearance approval by Compliance.

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Restrictions and Requirements that apply to Eaton Vance Affiliated Entities

 

Where research recommendations or conclusions are involved, Investment Personnel, in particular Employees who work in the Eaton Vance Affiliated Entities businesses, must adhere to the following.

 

If within the five (5) calendar days prior to and including the day you seek preclearance and approval to enter into a personal securities transaction for a security:

(a) that security or a related financial instrument has been added to or removed from the Analyst Select Portfolio (a paper portfolio (non-cash) that enables analysts to express their opinions on their coverage sector or a specific stock within the coverage sector), or an existing position in the Analyst Select Portfolio has been increased or decreased;

 

(b) the weighted price potential (“WPP”) of that security (as determined by a Research Analyst) or a related financial instrument has been changed (the amount of the change in order to trigger the restrictions set forth herein as determined from time to time) on the relevant system (e.g., Code Red/FactSet RMS),; or

 

(c) for purposes of CRM, that security (or its issuer) has been designated as “eligible” or “ineligible” or its designation as a “eligible” or “ineligible” has changed,

 

then you CANNOT trade the Security and your preclearance request will be denied.

 

Additional Requirements Pertaining to Research Analysts in the Eaton Vance Affiliated Entities Businesses

Research Analysts and their Immediate Family, in particular Research Analysts in the Eaton Vance Affiliated Entities businesses, are subject to the requirements and restrictions listed below.

·Personal Securities Transactions for Securities in Your Coverage Area. You and your Immediate Family may not enter into a personal securities transaction in any security for which you have coverage responsibility:
If you are in the process of making a new recommendation, have changed a recommendation or conclusion for the security or a related financial instrument, but have not yet communicated it to the Investment Personnel in your department;
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Until the 5th calendar day after you have communicated your new or changed recommendation or research conclusion throughout the relevant investment group; or

 

Until you have first determined, with the prior concurrence of local Compliance, that investment in that security or a related financial instrument is not suitablefor any Client.

 

You may then proceed according to the requirements set forth above under sub-sections A, B and C above.

E.Restrictions and Requirements for PPA Model Personnel

 

PPA Model Personnel may be temporarily restricted from all personal securities trading during significant model portfolio rebalance and index reconstitution events. PPA Model Personnel may also be temporarily restricted from transacting in specific securities during significant model portfolio rebalance or index reconstitution events. PPA Model Personnel will be notified of all such personal trading Blackout Periods and Restricted Lists in writing by local Compliance. Additionally, PPA Model Personnel are required to request approval for any personal securities trades from their Designated Manager one (1) calendar day prior to the intended transaction and are required to attest in the TPC system that this approval has been obtained when submitting the trade request on the same day as the intended transaction.

 

Please consult your local Compliance if you have questions.

 

F.Employees Designated to be “Above the Wall”

 

MSIM Employees in the Legal and Compliance Division, Internal Audit Division, and the Global Risk & Analysis Super Department are designated to be “Above the Wall” (“ATW”) and their personal securities transactions are subject to additional pre-clearance checks with the Control Group. Other Employees may also be subject to the ATW checks as deemed necessary by the Control Group.

 

G.Transacting in Morgan Stanley Securities

 

Transacting in, including the gifting of, Morgan Stanley securities is subject to the Global Employee Trading, Investing and Outside Business Activities Policy and must take place during the designated window periods.

 

H.Trading Derivatives

 

MSIM Employees who work in the PPA business are prohibited from trading ALL Derivatives.

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The following is a list of permitted options trading (for non-PPA Employees) that must be pre-cleared by your local Compliance and submitted through the TPC system:

 

Call Options

 

Listed Call Options. You may purchase a listed call option if the call option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the call option for at least 30 calendar days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 calendar days after the date of option exercise.

 

Covered Calls. You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding amount) for at least 30 calendar days.

 

Put Options

 

Listed Put Options. You may purchase a listed put option if the put option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the put option for at least 30 calendar days prior to sale. If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 calendar days. If you purchase a put on a security that you do not own, you may not exercise the put; and must sell the option prior to its expiration date.

 

For MSIM Employees, other than those who work in the PPA business, you may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. You are prohibited from selling (“writing”) a put. The prohibition on commodities trading applies to trades directly on commodities markets rather than holding the physical commodity (e.g., gold bullion).

 

I.Other Restrictions

 

Primary and Secondary Public Offerings

 

You and your Immediate Family are generally prohibited from purchasing any equity security in an initial or secondary/follow on public offering. In addition, unless otherwise notified by Compliance, you may not purchase an equity security that is part of a primary or secondary public offering that the Firm is underwriting or selling until the distribution has been completed. This restriction does not apply to rights issuances to which Employee Securities Accounts would be entitled with regard to their existing holdings. Note that this restriction also applies to your immediate family, regardless of whether the securities are purchased into an Employee Securities Account.

 

Purchases of new issue debt are permitted, provided such purchases are pre-cleared by Compliance and meet other relevant requirements of the Code.

 

Short Sales

 

You and your Immediate Family may not engage in short selling of Covered Securities.

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Restricted List

 

You and your Immediate Family may not transact in Covered Securities that appear on the Firmwide Restricted List or other such lists applicable to your business unit. You must check the Restricted List and other applicable lists prior to submitting a TPC request.

 

Cross Trades

MSIM Employees and their Immediate Family are not allowed to engage in cross trades or pre-arranged trades between their Employee Securities Accounts, MSIM funds and MSIM Client accounts.

 

Changes to Normal Settlement Cycles

Hong Kong Type 9 License Holders are not permitted to make changes to normal settlement cycle or delay settlement for any trades in Employee Securities Accounts.

 

J.Other Activities Requiring Pre-Clearance

 

The following activities also require pre-clearance:

 

ØOutside Business Activities

 

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

ØOutside Brokerage Accounts

 

Please see Section II “Types of Accounts and Account Opening Requirements” of this Code.

 

ØTransactions in Private Investments

 

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

 

ØPolitical Contributions

Please consult the Firm Policy on U.S. Political Contributions and Activities.

 

K.Additional Large Trading Clearance for Employees in Asia Pacific and Japan

 

Before executing a securities transaction that exceeds USD 500,000 (or its currency equivalent) or where the cumulative value of current transaction and all transactions in the same issuer within a 30 day calendar window exceeds USD 500,000 (or its currency equivalent), all MSIM Employees in Asia Pacific and Japan are required obtain additional large trade pre-clearance by completing the form in the policy link provided below and email a copy to “asialargetrades”:

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Additional Large Trade Clearance for Employee Trades in Asia Pacific

 

Additional Large Trade Clearance for Employee Trades in Japan

 

Please note this approval requirement is in addition to the Trade pre-clearance requirement via the IMTPC system referred to in Section B above.

IV.HOLDING REQUIREMENTS

 

A.Proprietary and Sub-advised Mutual Funds

 

You may not redeem or exchange Proprietary or Sub-advised Mutual Funds until at least 30 calendar days from the purchase trade date.

 

B.Covered Securities

 

You may not sell a Covered Security until you have held it for at least 30 calendar days.

 

Employees are subject to the terms and restrictions of an open-end fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end fund that is inconsistent with the prospectus of that fund. Where an advised or sub-advised fund’s prospectus has a holding period that is less than 30 calendar days, Employees are required to hold shares for at least 30 calendar days before selling.

 

C.Holding Requirements Specific to MSIMJ Employees

 

When selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in Morgan Stanley Securities.

 

D.Holding Requirements Specific to HK Type 9 License Holder Employees

 

All personal account investments (including Exempt Securities) made by Hong Kong Type 9 License Holders are required to be held for a minimum of 30 calendar days.

 

V.REPORTING REQUIREMENTS

 

A.Initial Reporting and Certification

 

When you commence employment with MSIM or otherwise become a Covered Person, you must provide an Initial Disclosure Form (the “Initial Report”) to Compliance no later than 10 calendar days after you become a Covered Person. The information you provide must not be more than 45 calendar days old from the day you became a Covered Person and must include:

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ØThe title and type, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

 

ØThe name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;

 

ØAny Outside Business Activities; and

 

ØThe date you submitted the Initial Report.

 

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code, including but not limited to, the disclosure of Outside Accounts, Outside Business Activities and Private Investments that are required to be logged in the Outside Business Interest system within 30 calendar days and the transfer or closure of the account within 60 calendar days of hire. If you have any questions, contact your local Compliance group.

 

B.Quarterly Reporting and Certification

 

You must submit a Quarterly Transaction Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. You do not have to submit a Quarterly Transaction Report if it would duplicate information provided in broker account statements that Compliance already receives or may access.

 

The Quarterly Transaction Report must contain the information set forth below.

 

ØFor transactions in an Employee Securities Account during the previous quarter you must provide:

 

·The date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

 

·The nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

 

·The price of the security at which the transaction was effected;

 

·The name of the broker-dealer or bank with or through which the transaction was effected; and

 

·The date you submitted the Quarterly Transaction Report.
21
ØFor any new account, including accounts for your Immediate Family, established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:

 

·The name of the broker-dealer, bank or financial institution with which you established the account;

 

·The date the account was established; and
·The date you submitted the Quarterly Transaction Report.

 

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance.

 

C.Annual Reporting and Certification

 

You must update, as applicable, and certify to the following information on an annual basis (the “Annual Report”):

 

ØA list of your current brokerage account(s), including those for your Immediate Family;

 

ØA list of all securities and principal amount beneficially owned by you in these account(s);

 

ØA list of all your approved Outside Business Activities, and Private Investments;

 

ØA list of all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k) accounts and any Covered Securities held in certificate form);

 

ØA list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held; and

 

ØThat you have not made, directly or indirectly, any individual investment decision related to any Fully Managed Account(s), nor have you directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

 

The information in the Annual Report must not be more than 45 calendar days old from the day you submit it to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

 

The link to the Annual Report will be provided to you by Compliance.

 

Hong Kong Type 9 License Holders are required to submit their holdings annually and semi-annually in October and April each year.

22
VI.OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS

 

A.Approval to Engage in an Outside Business Activity

 

You may not engage in any Outside Business Activity, regardless of whether or not you receive compensation or are asked to engage in such activity by the Firm, without prior approval first from the Employee’s Designated Manager and then from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Business Activity or if the nature of the activity changes, materially. In addition, and as part of the Annual Certification of Employees, you are required to review/edit each disclosure for completeness and accuracy.

 

Examples of an Outside Business Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties. For U.S. registered Employees only, real estate investments that generate rental income require disclosure in the OBI System, unless the property is also used by the Employee as a primary, secondary or vacation residence. Generally, Compliance will not approve any Outside Business Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.

 

In the case of employees of Morgan Stanley AIP GP LP (“AIP”), where serving on an advisory board for a company in which AIP invests is part of the AIP employee’s roles and responsibilities as an employee of AIP, such service shall not be considered an Outside Business Activity and approval via the OBI System is not required. The relevant senior business managers are responsible for approving Employees to serve on advisory boards, documenting such approvals, maintaining a list of such Employees, and reviewing the list in consultation with the relevant Compliance officers at least annually.

 

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only. If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

 

B.Approval to Invest in a Private Investment

 

You may not invest in a third-party Private Investment without prior approval from Compliance. Private Investments include investments in privately held corporations,

23

limited partnerships, tax shelter programs, hedge funds and holding companies (i.e. LLC, LP, S-Corp, C-Corp, etc.). Approval is required for third-party private investments held in a Morgan Stanley account through the OBI system. Disclosure in the OBI system is not required for Morgan Stanley proprietary funds (funds structured by Morgan Stanley or its affiliates that are offered to MS Employees and/or Clients).

 

For Singapore-licensed Employees, it is prohibited to conduct (by way of Outside Business Activity or Private Investment) the following non-financial advisory activities:

 

·Carrying on moneylending business;
·Organizing, promoting or conducting any casino marketing arrangement;
·Being involved in the real estate agency business;
·Marketing any investment that is not an investment product.

 

C.Pre-Clearance Process

 

You may request pre-clearance of Outside Business Activities and Private Investments by typing “OBI” into your browser.

 

VII.CONSULTANTS AND TEMPORARY WORKERS

 

Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:

 

ØInitial, quarterly and annual reporting;

 

ØProvision of duplicate account statements to Compliance for transactions in any Covered Security;

 

ØProhibition against participating in any IPOs;

 

ØProhibition against participation in Investment Clubs;

 

ØPre-clearance of Outside Business Activities and Private Investments.

 

ØPre-clear all personal securities transactions in Covered Securities.

 

Consultants or temporary workers that are hired for positions lasting more than one year or are otherwise classified as a Covered Person by their assignment contacts/managers or Compliance may be required to transfer brokerage accounts to a Morgan Stanley Broker or Firm approved third party broker as applicable to the respective jurisdiction.

24
VIII.REVIEW, INTERPRETATIONS AND EXCEPTIONS

 

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Exceptions are granted only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction. If Compliance determines that an exception 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, Compliance may approve an exception and will document the exception, including the circumstances and rationale.

 

IX.ENFORCEMENT AND SANCTIONS

 

Violations of the Code are reported to Compliance, and, as appropriate, senior management. On a quarterly basis, violations of the Code are reported to the applicable funds’ board of directors. We may issue letters of warning/education or impose sanctions as appropriate, including notifying your Designated Manager, issuing a reprimand (orally or in writing), restricting your trading privileges, reducing your discretionary bonus, if any, requiring reversal of a trade made in violation of the Code or other applicable policies, or taking other disciplinary action, including, but not limited to, suspension or termination of your employment. Violations are considered on a cumulative basis.

 

The foregoing sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions if deemed warranted by the facts and circumstances of each situation. MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

 

Sanctions may vary based on applicable law and regulatory requirements in your jurisdiction.

In addition, pursuant to the terms of Section 9 of the Investment Company Act of 1940, as amended, no director, officer or Employee of MSIM may become, or continue to remain, an officer, director or Employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or Employee:

ØWithin the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance
25

company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

 

ØIs or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

 

You are obligated to immediately report any conviction or injunction described here to Compliance.

 

In addition to the above, you may also be subject to similar fit and proper/conduct related requirements to the extent you are employed or licensed in non-US jurisdictions. Please reach out to your local Compliance coverage if you are unclear about the requirements that apply to you.

 

X.RELATED POLICIES

 

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the Global Employee Trading Investing and Outside Business Activities Policy; the Morgan Stanley Code of Conduct; the Global Confidential and Material Non-Public Information Policy; the Policy on U.S. Political Contributions and Activities; and the MSIM Global Gifts, Entertainment and Charitable Giving Policy (requirements may vary in non-U.S. offices).

 

XI.RECORDKEEPING

 

A.Firm Requirements

Records are retained in accordance with the Firm’s Global Information Management Policy, which establishes general Firm-wide standards and procedures regarding the retention, handling, and destruction of official books and records and other information of legal or operational significance.

The Global Information Management Policy incorporates the Firm’s Master Retention Schedule, which lists various record classes and associated retention periods on a global basis.

B.MSIM Maintenance of Records Relevant to this Code

 

Compliance shall maintain records relevant to this Code as may be necessary under the provisions of this Code.

26

 

EXHIBIT 99p24

 

Prudential’s Code of Conduct

MAKING THE
RIGHT CHOICES

MTRC

 

MESSAGE FROM OUR CHAIRMAN AND CEO

 

At Prudential, we all share a tremendous responsibility and opportunity—to make lives better by solving the financial challenges of our changing world. Your commitment to fulfilling our shared purpose and delivering meaningful value to our customers and other stakeholders helps make financial security a reality for millions of individuals and families.

 

To live up to our purpose and deliver on our promises requires that our long-standing pledge to do business the right way remains at the heart of every customer interaction, every decision and every choice we make. Where we operate, who we serve and what solutions we provide will evolve just as our customers’ needs and expectations and our operating environment do. But what will never change—can never change—is our commitment to working with integrity. And I know I can rely on you to uphold that resolute commitment and do the right thing.

 

Our Code of Conduct, Making the Right Choices, provides a guide to support you in your work every day. It puts our values, principles and other elements of our decision-making framework in context. It identifies the responsibilities we all share in meeting the company’s high ethical standards. And it notes the many resources available to help as we deliver on our promises.

 

Thank you for your continued contributions and commitment to delivering on our promises and fulfilling our purpose.

 

 

Charles F. Lowrey
CHAIRMAN AND CEO
PRUDENTIAL FINANCIAL

 

“To live up to our purpose and deliver on our promises requires that our long-standing pledge to do business the right way remains at the heart of every customer interaction, every decision and every choice we make.”


 

Making the Right Choices  Prudential’s Code of Conduct    |     1

 

Table of

CONTENTS

 
OUR PURPOSE, PRINCIPLES AND CORE VALUES   4
Our Purpose Unites Us   4
Our Principles Guide Us   4
Our Core Values Are Our Foundation   4
     
OUR FUTURE IS POWERED BY OUR HERITAGE   5
     
WE DO THE RIGHT THING   6
Following the Code   6
Leading by Example   7
Seeking Guidance and Reporting Concerns   8
Speaking Up Without Fear   8
Protecting the Integrity of Prudential’s Financial Reporting   8
Making the Right Decisions   9
     
WE CHAMPION AN ETHICAL WORKPLACE   10
Promoting a Workplace Free from Harassment and Discrimination   11
Valuing and Respecting the Talents of a Diverse Workforce   12
Providing a Safe and Healthy Work Environment   12
     
WE UNDERSTAND OUR RESPONSIBILITIES TO OUR CUSTOMERS   13
Treating Customers Ethically   14
Keeping Private Information Private   14
     
WE DO BUSINESS THE RIGHT WAY   16
Competing, with Integrity   17
Managing Risk   17
Avoiding Conflicts of Interest   18
Protecting Our Assets   18
Treating Gifts and Entertainment Responsibly   20
Refusing to Pay or Take Bribes or Kickbacks   20
Preventing Money Laundering   21
Communicating Responsibly   21
Engaging Partners and Third Parties Responsibly   21
     
ADMINISTRATION OF OUR CODE   22
     
CONTACT INFORMATION FOR RAISING ETHICAL CONCERNS AT PRUDENTIAL   24

 

Making the Right Choices  Prudential’s Code of Conduct    |     3

 

 

OUR PURPOSE, PRINCIPLES AND CORE VALUES

 

 

Our Purpose Unites Us

 

Our purpose speaks to our 140-plus years of creating financial opportunities for individuals, families, institutions and communities. It highlights our ability to improve the quality of life for more people through small- and large-scale solutions.

 

 

We make lives better by solving the
financial challenges of our changing world.

 

 

 

Our Principles Guide Us

 

While our purpose unites us, our principles guide us in everything we do. Our integrity, long-term focus, our ability to translate the potential of our talent and culture into superior execution, and our expertise in making and keeping promises represent Prudential’s unique combination of strengths.

 

We do the right thing.

Above all, we conduct ourselves in an ethical way, recognizing our role as a leader in the global community; we value the trust our customers, employees, investors, partners and communities place in us.

 

We take a long-term perspective.

We are committed to making lives better over the long term by providing solutions that stand the test of time; we anticipate the implications of our decisions now and in the future and take smart risks.

 

We win with talent, culture and execution.

Our diverse talent and inclusive culture give us an advantage in the marketplace and allow us to develop and execute on innovative solutions to address our customers’ challenges as they evolve.

 

We make and keep promises.

We manage our company well and are able to take on risk for our customers; we live up to our commitments; our ability to make lives better depends on keeping the promises we make over the long term.

 

 

 

Our Core Values
Are Our Foundation

 

Our core values fuel our ethical culture, drive our behaviors and reinforce our individual accountability to do the right thing every day and in every way.

 

Worthy of Trust

We keep our promises and are committed to doing business the right way.

 

Customer Focused

We are obsessed with providing quality products, solutions and services that anticipate our customers’ financial challenges and expectations.

 

Respect for Each Other

We are inclusive and collaborative, and individuals with diverse backgrounds and talents can contribute and grow.

 

Winning with Integrity

We are passionate about becoming the unrivaled industry leader by achieving superior results for our customers, employees, shareholders and communities.


 

4     |   Making the Right Choices  Prudential’s Code of Conduct

 

OUR FUTURE IS POWERED
BY OUR HERITAGE

 

In 1875, Insurance Agent John Fairfield Dryden established the Prudential Friendly Society, the first U.S. company to make life insurance affordable to working-class people. The company sold Industrial Insurance, which provided funeral and burial expenses for low-income families. Since that time, Prudential has remained committed to helping people achieve financial wellness and peace of mind.

 

That commitment extends to our communities and society as a whole. By increasing access to financial solutions, identifying and addressing challenging issues, and driving innovation through impactful investments, we are bringing financial security within reach of more and more people and communities.

 

We have built our company on our proud heritage of keeping the promises we make. Our commitment to doing business the right way is how we continue to earn the trust of our customers, employees, investors, shareholders, regulators, communities and other stakeholders. That trust is one of our most valuable and long-standing assets. It is the foundation upon which we fulfill our purpose to make lives better by solving the financial challenges of our customers in a changing world.

 

In our collective pursuit of that purpose, we welcome change by questioning the status quo and inviting feedback and open dialogue. We relentlessly bring our customers’ perspectives into everything we do. And we embrace new technologies to enhance how we work, compete and exceed our customers’ expectations.

 

We are responsible global citizens who strive each day to conduct business in an environmentally and socially responsible manner. We are committed to partnerships and initiatives that promote sustainability and social and economic development. We welcome and encourage the incredible volunteerism of our global associates. This commitment benefits our stakeholders and the communities in which we live and work.

 

Prudential’s journey to make continuous improvements while working with high standards of ethics and integrity allows us to create value for our stakeholders and to make a positive, lasting difference in the world.

 

Making the Right Choices  Prudential’s Code of Conduct    |     5

 

We Do the

Right Thing

 

At Prudential, we are committed to doing business the right way. Our Code of Conduct, Making the Right Choices, will help everyone working for or on behalf of Prudential understand our expectations and conduct business in a way that is consistent with Prudential’s principles and values.

Following the Code

 

Prudential expects its employees, sales associates and others associated with Prudential to understand their responsibilities to work with high standards of ethics and integrity and to support Prudential in doing the right thing. Our Code of Conduct communicates the general expectations for these behaviors. Prudential expects everyone doing business with or on behalf of Prudential to:

 

Act in an honest, fair, respectful and ethical manner.
Make a personal commitment to conduct business with ethics and integrity, every day, in every situation.
Act in the best interests of our customers, company, employees, partners and other stakeholders.
Know, understand and comply with the letter and spirit of the applicable laws, regulations and policies.
Make business decisions based on what is right, not simply what is easy or expedient.
Treat people professionally and with dignity and respect.
Maintain a fair, professional, safe workplace free from discrimination, intimidation and harassment.
Respect the diversity of each other’s talents, abilities and experiences, value the input of others, and foster an environment of trust, collaboration, inclusiveness and candor.
Report suspected unethical or unlawful behavior promptly. See page 8 for reporting resources.
Respect and protect personal, confidential, sensitive and material nonpublic information.
Be customer-obsessed and provide excellent customer service and, when complaints do occur, take them seriously and escalate the issues for quick remediation.
Manage risk by understanding, identifying, communicating and mitigating risks arising out of our businesses.


 

6     |   Making the Right Choices  Prudential’s Code of Conduct

 

 

Leading by Example

 

Leaders and managers at Prudential have an increased responsibility to lead by example and be role models in the way they act, make decisions, handle concerns and different opinions, and set a rock-solid foundation for the trust that is placed in us by all our stakeholders. We expect all leaders and managers at Prudential to:

 

Role model the right behaviors and inspire others to do the same.
Create and develop a workplace where everyone understands their responsibilities and that ethical behavior is expected and encouraged.
Promote and protect Prudential’s brand,name and reputation.
Make business decisions based on high ethical standards.
Establish and maintain controls and procedures that are current, effective and consistent with internal policies and the changing marketplace.
Recognize, acknowledge and consider ethical behavior when making employment-related decisions, including hiring, promotions, compensation and disciplinary actions.
Foster a speak-up culture so that everyone is comfortable raising concerns by encouraging open communication, building trust, resolving issues promptly and upholding Prudential’s policy against retaliation.
Hold team members accountable for completing company training on time.

 

 

 

If you want to be

inspired,

inspire others.

 


 

 

Making the Right Choices  Prudential’s Code of Conduct    |     7

 

Seeking Guidance and Reporting Concerns

 

Seeking guidance and raising concerns promptly are the responsibilities of all employees and sales associates. If anyone associated with Prudential is aware of or reasonably suspects any unethical or unlawful behavior or practices, violations of laws, regulations or internal policies—including any accounting, internal accounting controls or auditing matters—the person is obligated to report this information promptly.

 

Reporters don’t have to be certain that a wrongdoing or a violation has taken place to report it. We want employees and sales associates to raise questions and concerns in good faith so that they can be addressed. We should continue to escalate our concerns until we feel we are being heard.

 

 

There are many options for employees, sales associates and others associated with Prudential to report a concern or seek advice:

 

Management
Human Resources
Business Ethics Officer
Global Business Ethics & Integrity (Ethics Office)
Ethics Help Line or Website
https://prudential.ethicspoint.com
(Reporters may choose to remain anonymous where permitted by local law; see page 24 for additional information about reporting help lines.)
Compliance or Legal Contact

 

Be confident that Prudential takes questions and concerns seriously. Prudential ensures that appropriate procedures, and where applicable grievance mechanisms, are in place to receive, escalate and resolve concerns promptly and appropriately. Prudential investigates reports of misconduct thoroughly and confidentially, disclosing information only to those who need to know to resolve the issue. Prudential is committed to preventing the recurrence of misconduct.

Speaking Up Without Fear

 

We know it takes courage to come forward and share concerns. Reporters can raise concerns about ethical, legal, regulatory or policy violations, without fear. Consistent with relevant legal protections, Prudential strictly prohibits retaliatory, threatening or harassing acts against anyone for reporting in good faith reasonably suspected unethical or unlawful behaviors or practices, and anyone participating in an investigation.

 

Prudential values

when you raise

concerns

and we don’t tolerate

retaliation against those

who do.

 

 

Protecting the Integrity of Prudential’s Financial Reporting

 

Accurate and timely financial and accounting records are critical to the effective management of Prudential. We require that appropriate controls are in place to protect the integrity and reliability of our financial reporting information, and we comply with all applicable financial reporting and accounting laws. We do not permit the integrity of our records to be compromised in any way.


 

8     |   Making the Right Choices  Prudential’s Code of Conduct

 

Making the Right Decisions

 

If we face a difficult decision or are unclear what to do in a situation, following these steps can help us make decisions that will preserve the trust that others have placed in us.

 

 

PAUSE

 

Pausing before we act to consider how to approach the situation can help overcome emotional decisions and rationalizations and provide clarity on a course of action.

 

 

THINK

 

These questions can help us think through the various intended and unintended consequences of our actions or decisions:

 

Is it consistent with the law, internal policies, standards, procedures and guidelines?

 

Is it in the best interests of our customers, company, employees and other stakeholders?

 

Would it be okay if everyone did it?

 

If we can do it, should we do it?

 

Would I be proud if this action or decision was in the news?

 

 

ACT

 

Answering no to any of these questions may result in serious consequences. Act by discussing the situation with management, human resources, compliance, law or the Ethics Office. These resources are available to provide guidance on making sound decisions for the long-term benefit of our stakeholders. There may also be times when the issue needs to be further escalated to arrive at a decision.

QUESTION: You don’t work in finance, but you suspect that our record keeping on a large initiative is not accurate. Is the financial integrity of Prudential’s records your responsibility?

 

ANSWER: Yes. Accuracy in record keeping is not the job of a particular function. We are all responsible for making sure that our company records are accurate, complete and appropriately documented. If you suspect an issue, it’s your obligation to report it.

 

 

QUESTION: You see a colleague do something that you think may be a violation of a Prudential policy, but you’re not sure and it doesn’t directly affect you. Should you say anything?

 

ANSWER: Yes. We rely on everyone associated with Prudential to report suspected violations of law, regulations, policies or unethical behavior even if it doesn’t affect the employee making the report. A violation, left unreported, can cause damage to our reputation and puts our colleagues, our customers and the company at risk. Depending on what it is, it can also lead to regulatory and legal consequences. Even if you’re not sure, make a confidential report of concerns and suspected violations. It’s your responsibility. Prudential requires it and depends on our employees, sales associates and others to raise concerns.

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     9

 

 

We Champion an

ETHICAL WORKPLACE

 

 

Prudential is committed to policies and practices that foster a work environment that upholds the highest standards of integrity. We are dedicated to creating an inclusive and respectful environment where we value each other’s contributions and believe that everyone should have an equal chance to succeed—this is essential to achieving our purpose.

 

 

10     |   Making the Right Choices  Prudential’s Code of Conduct

 

Promoting a Workplace Free from Harassment and Discrimination

 

Prudential expects a work environment that is free from harassment of any kind or any other offensive or disrespectful conduct that makes employees feel uncomfortable. Our company complies with all local laws prohibiting harassment and expects that our employees and sales associates will do the same in all situations. The responsibility for maintaining a fair, professional and safe workplace free from discrimination, intimidation and harassment belongs to everyone associated with Prudential.

 

We will not tolerate unlawful discrimination of any kind in any aspect of the employment relationship, or when conducting Prudential business. This includes, but is not limited to, recruiting, hiring, compensation, access to training, promotion, discipline, termination of employment, work-related social activities, and other terms and conditions of employment. Prudential also will not tolerate any conduct that creates an intimidating or hostile working environment, or that interferes with work performance. We also will not tolerate retaliation against anyone who complains in good faith about behavior or practices that are inconsistent with Prudential internal policies, standards, procedures and guidelines.

 

Prudential provides employment and advancement opportunities to all qualified individuals in accordance with applicable laws. When bringing new employees into the company, Prudential recruits and hires individuals in compliance with applicable laws, with a commitment to fairness to all candidates. Prudential hires individuals based on their job-related qualifications, merit and competence. The company has specific protocols for hiring individuals in each local operation and related to each job responsibility.

QUESTION: There’s a person in your group who makes offensive jokes. You keep telling him not to do this, but he keeps ignoring you and says you have no sense of humor. What should you do?

 

ANSWER: You should report this to management, human resources, your business ethics officer, or the Ethics Office. Prudential is committed to a safe and respectful work environment. All Prudential employees are expected to conduct themselves professionally, to respect others in the workplace, and to contribute to a productive work environment that is free from harassing behaviors.

 

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     11

 

QUESTION: As the manager responsible for hiring, you’ve been reviewing resumes of candidates for a role involving communications with external parties. You and key members of your team have held interviews with promising candidates and narrowed down the individuals to the top three. The clear choice is a woman, and if hired, she would be the first woman to ever hold the position. Should that factor into your decision?

 

ANSWER: No. Managers must make all hiring decisions based on an applicant’s qualifications and without regard for gender or any other protected characteristic.

 

 

QUESTION: You sit next to one of your colleagues and have observed her drinking alcohol and taking some pills during working hours. As part of her job responsibilities, she often drives from office to office during the day. You are concerned. What should you do?

 

ANSWER: You should not compromise when it comes to the safety of our employees and work environment. Share your concerns with your manager, human resources or the Ethics Office so that Prudential has an opportunity to provide support, if needed, to this employee.

 

Valuing and Respecting the Talents of a Diverse Workforce

 

Prudential actively creates and promotes a work environment that is inclusive of all people and their unique abilities, strengths and differences. We embrace diversity in every aspect of our business, and we respect diversity in each other, our customers, third parties and all others with whom we interact. Valuing individual differences in race, ethnicity, national origin, gender, sexual orientation, gender identity, disability, religious affiliation, veteran status and other areas makes us a stronger, more successful organization. This practice also makes us an organization reflective of our customers, employees and communities.

 

Providing a Safe and Healthy Work Environment

 

Prudential is committed to creating and sustaining a culture that optimizes workplace health, well-being and safety. Everyone associated with Prudential is responsible for following the direction of Prudential’s security staff, and for bringing situations that threaten health or safety to their attention immediately.

 

As part of our commitment to our communities, Prudential will not tolerate any instances of human trafficking or other forced labo r or slavery. We will also not conduct business with any third parties who engage in those practices.

 


 

12     |   Making the Right Choices  Prudential’s Code of Conduct

 

 

We Understand Our

RESPONSIBILITIES

to Our CUSTOMERS

 

 

We believe that doing the right thing means we focus on bringing our customers’ perspective into everything we do. It means putting our customers first— listening and responding to what they want and need, personalizing the customer experience and anticipating their future needs. We expect that every employee and sales associate at Prudential will create a positive experience for our customers as we help them solve their financial challenges.

 

 

Making the Right Choices  Prudential’s Code of Conduct    |     13

 

QUESTION: You are a sales associate for Prudential. You notice a piece of information is missing from a form signed by your customer. Since you know what should be filled in based on your conversation with the customer, should you complete the form yourself?

 

ANSWER: If the customer—not the sales associate—is required to fill in that information, you should not complete the form. You should inform the customer that the application is not yet complete and cannot be submitted for processing until he or she completes all the necessary information. When an organization and an individual do the right thing instead of what’s easier or expedient, both gain the value of a reputation for integrity.

 

 

Treating Customers Ethically

 

In addition to complying with applicable laws and regulations, we expect everyone associated with Prudential to hold themselves to high ethical standards. We are expected to act professionally and respectfully, to listen carefully and quickly respond to customer inquiries and requests, and to produce high quality products, solutions and services.

 

We use fair and honest practices in advertising, marketing and customer service interactions, provide customers with clear, accurate information and deliver on our short- and long-term promises. Prudential’s internal policies specify how Prudential’s products, services and solutions can be marketed or sold. We have strict guidelines regarding the required licensing, communications and behavior of those who have the significant responsibility for selling our products, services and solutions.

 

Customer complaints are promptly reported, reviewed and resolved in accordance with company policies and applicable laws.

 

Keeping Private Information Private

 

Securing Data and Information

We are diligent about protecting the data entrusted to us and our operating environment. Prudential’s global information security and privacy programs establish controls and standards around the collection, use, storage, transfer and security of data. To best protect our customers’ and the company’s interests, those with access to Prudential systems are expected not only to know their responsibilities in supporting the company’s data protection efforts, but also to understand the specific ways they can help prevent cyberattacks and/or privacy breaches. We should know the source before opening emails and attachments. We should not send Prudential business records, including emails, to personal or other non-business-related external accounts or repositories.

 

We continually evaluate and evolve the technologies, processes, controls and intelligence to prevent, detect and respond to cyber threats and attacks. Everyone associated with Prudential is expected to report activity that puts our data and operating systems at risk.

 

Advances in analytics and data collection bring many benefits to individuals and organizations, such as personalized service, detection of fraud or abuse and efficient use of resources. At Prudential, we are committed to ethical data collection and use through trustworthy and sustainable data practices.


 

14     |   Making the Right Choices  Prudential’s Code of Conduct

 

Caring for Personal and Sensitive Information

To retain the trust placed in us, it is our duty to protect the personal information of our customers, employees and others with whom we conduct business. We respect and honor their privacy as described in our policies and in accordance with applicable laws.

 

We protect information that identifies an individual (e.g., name, signature, address or unique national identifiers, such as U.S. Social Security Number or resident registration number, date of birth, driver’s license number) that could be used to authenticate an individual or provide access to an account (e.g., user name, email address, password, PIN, identification number, answers to security questions), or is specific to or about an individual that might be sensitive (e.g., personal medical or health information, policy/account number, policy/account value).

 

Employees and all others associated with Prudential who have access to personal information are required to keep this information secure and confidential, to use it in accordance with applicable privacy notices and to restrict access to those who have proper authorization and a legitimate business need to know.

 

Prudential informs its customers and employees about its privacy practices through several channels. We provide privacy notices to employees and customers consistent with legal requirements and explain how the company generally collects, uses, stores, transfers and safeguards customer information.

 

QUESTION: You posted comments on Facebook and Instagram about a business conversation you had with a Prudential customer and mentioned that customer by name and stated she is a customer. You did not reveal any other information, so that was okay to do, right?

 

ANSWER: No. This is a violation of the company’s Global Privacy policy. Prudential requires that all personal information about its customers and employees—and employees of our vendors and business partners—be kept secure and confidential, including the fact that a customer relationship exists.

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     15

 

 

We Do Business the

Right WAY

 

 

Prudential’s long-term perspective as to how we conduct business is one of the reasons we have been around for over 140 years. Selling products, solutions and services we can be proud of, making ethics and integrity a priority in our business practices, and requiring high ethical standards of third parties are some of the ways we will sustain our business over the long term and keep the promises we make.

 

 

16     |   Making the Right Choices  Prudential’s Code of Conduct

 

Competing, with Integrity

 

Prudential does not engage in conduct that interferes with free and fair competition or otherwise may violate antitrust and unfair competition laws. We must not disclose to, or obtain from, competitors any confidential information, except through proper benchmarking or other approved methods that are intended to comply with antitrust laws. We do not utilize the intellectual property of others without having the appropriate rights.

 

Managing Risk

 

Prudential is in the business of managing risks. We are committed to understanding, identifying and mitigating risks that may arise out of the services we perform. We bring together a broad array of talent and expertise across the organization to collaborate and analyze potential outcomes and decisions to effectively manage risk. Prudential expects each of us to timely communicate and escalate any questions or disagreements about risk.

 

QUESTION: You think a senior leader is abusing his or her power to cover up a mistake that was made with a project. What should you do?

 

ANSWER: The level of an employee or associate at Prudential does not excuse behavior inconsistent with our Code of Conduct. You should report the concern; it’s your responsibility. Prudential will review the concern without regard to the level of the potential offender. Leaders will be held to higher standards of conduct, as they should role model the right behaviors.

 

 

QUESTION: You used to work as an IT consultant before you were hired by Prudential. You want to continue working with your clients during the evenings and weekends. None of your clients are customers of or in competition with Prudential. Is this permitted?

 

ANSWER: It depends. You will need to disclose all the relevant details regarding your outside business activity to your manager and other approvers, who will decide if there is an actual or potential conflict. Given that your business is not competing with Prudential, nor sharing the same customers, it is possible you may be allowed to continue your outside business, but with specific conditions, such as not doing this business on company time, not using company resources or not holding yourself out as a Prudential employee while working with your clients.

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     17

 

QUESTION: You are employed by Prudential and are responsible for hiring third parties for company projects. You receive a bid from a company owned by your neighbor and friend. What should you do?

 

ANSWER: You need to avoid creating a personal conflict of interest, or the appearance of one, in business dealings. The company’s interests have to come first. You should disclose to your manager that you have a relationship with the owner. You may need to recuse yourself from the selection process. The company’s bid should be given the same consideration as other third parties so that the most appropriate service provider for the project is selected.

 

 

QUESTION: You are attending a weekly continuing education business class. Your professor thinks it is important for students to use real-world examples in class. You have heard that the company might be acquiring a company in the life insurance area. If you do not tell anyone the name of the company being considered for purchase, can you share this information with your classmates?

 

ANSWER: No, you may not share this information. This information is confidential. Premature disclosure of sensitive company information could cause the company harm and may be unlawful. You must be careful not to discuss confidential or material nonpublic information, such as a potential acquisition, in public places. It is also important not to reveal confidential information to anyone who does not have a need to know. This includes co-workers, sales associates, business partners, consultants, third parties and personal acquaintances.

 

Avoiding Conflicts of Interest

 

All employees and sales associates are required to disclose any activities, interests or affiliations that conflict with or appear to conflict with the interests of Prudential, its shareholders, customers or other stakeholders. This may include personal investments, business dealings, relationships, political contributions, involvement in certain crimes, family activities or outside activities that may impact their objectivity or ability to make impartial business decisions, or that may jeopardize Prudential’s ability to conduct business.

 

We are also required to identify and report institutional conflicts of interest that may arise within Prudential. Institutional conflicts of interest are situations in which the company has an incentive to serve one interest at the expense of another. Examples include serving the company’s interest over the customer’s interest and serving one customer to the detriment of another customer.

 

Protecting Our Assets

 

Safeguarding Prudential Proprietary Information and Assets

Protecting proprietary information and assets is critical to preserving Prudential’s reputation and to meeting our obligations to our customers, shareholders and other stakeholders. We are expected to take appropriate measures to protect confidential, privileged, proprietary and sensitive business-related information. We only share this type of information on a need-to-know basis and in furtherance of Prudential business.

 

To help us protect our assets, be mindful of ethical standards, laws, and preferred business practices when engaging in business-related communications, regardless of the form (written, email, intranet or internet, conversation or in presentations).

 


 

18     |   Making the Right Choices  Prudential’s Code of Conduct

 

Protecting Prudential Trademarks and Other Intellectual Property

The Prudential name and iconic Rock symbol represent the relevance, expertise and strength of Prudential’s business. Prudential’s brand and other intellectual property are significant and valuable corporate assets that must only be used for permissible purposes. To maintain the value and integrity of Prudential’s intellectual property, employees and all others associated with Prudential are expected to implement appropriate controls and to seek permission before using or allowing others to use Prudential’s intellectual property.

 

QUESTION: Your friend, a former Prudential colleague, now works for a competitor. She wants to recreate for her new employer some forms and spreadsheets she created while working at Prudential. She asks you for electronic copies of the documents. Is it okay to send them to her?

 

ANSWER: No. Even though the former employee created the materials, they belong to the company. Sending this information would be a breach of your obligations to Prudential, would violate our Code of Conduct and our policies, and could potentially create legal consequences.

 

Employees must keep all Prudential information secure and must not disclose it to anyone inside or outside of the company unless they are expressly authorized to do so. You should know and understand your obligations to Prudential regarding confidential and proprietary information.

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     19

 

QUESTION: Our new vendor wants to send a welcome gift card to each member of your department as a thank-you. They ask for a list of the members of your team and their work email addresses. What should you do?

 

ANSWER: Before doing anything, check the gifts and entertainment policy to determine if it’s possible. Then connect with your law or compliance partner on any additional compliance or privacy issues.

 

Treating Gifts and Entertainment Responsibly

 

The exchange of gifts and offers of entertainment are common business practices, but sometimes a well-intentioned gift or offer can be misinterpreted or suggest something improper. Prudential employees and sales associates are expected to know and understand the guidelines governing gifts and entertainment applicable to them and to avoid any action that can be perceived as improper or giving them or the company an unfair advantage.

 

Prudential also expects its employees and sales associates to follow the applicable guidelines for political contributions and entertaining politicians and government officials.

 

Refusing to Pay or Take Bribes or Kickbacks

 

Prudential has policies that expressly define and prohibit bribery and corruption. Everyone representing Prudential, regardless of level or function, is responsible for understanding and complying with Prudential’s policies, the Foreign Corrupt Practices Act and the applicable local anti-bribery/anti-corruption laws.

 


 

20     |   Making the Right Choices  Prudential’s Code of Conduct

 

Preventing Money Laundering

 

Prudential will not knowingly engage in financial transactions that involve proceeds from unlawful activity or that support terrorist activities (commonly referred to as “money laundering” or “terrorist financing”) or engage in any transaction in violation of Office of Foreign Assets Control restrictions or similar regulations in non-U.S. jurisdictions. Given the important role we play in detecting and preventing money laundering in our daily work, we are expected to know Prudential’s customers, to maintain required well-documented information throughout the relationship and to know the nature and purpose of all financial transactions.

 

Communicating Responsibly

 

Prudential expects its employees and sales associates to use its digital communications and Internet connections in a lawful and ethical manner consistent with internal policies and standards. These policies may also apply to use of personal electronic devices that are connected to Prudential’s systems.

 

Employees and sales associates are required to use Prudential systems to send and receive all substantive business communications and should not expect privacy when using these systems. While employees should avoid using these systems for non-business purposes, occasional personal use of Prudential systems is permitted if it does not interfere with Prudential’s business and is not otherwise prohibited by internal policies and standards.

 

Only certain employees are authorized to communicate on behalf of Prudential. Please refer all media requests to Global Communications.

 

Engaging Partners and Third Parties Responsibly

 

Prudential does business with partners and third parties who must conduct themselves with high standards of ethics and integrity. Prudential has established policies for assessing and managing risk when engaging with third parties. We require third-party arrangements that are negotiated and in the best interests of Prudential; they are granted based on merit using fair and ethical processes. Through third-party risk management standards, we define a framework and requirements for a comprehensive program to effectively and consistently manage risks throughout the third-party life cycle.

 

QUESTION: You saw a blog post that is critical of one of our products and contains misinformation. Should you respond and provide correct information on behalf of Prudential?

 

ANSWER: No. Unless you are an authorized spokesperson, you should notify Global Communications and they will address the situation.

 


 

Making the Right Choices  Prudential’s Code of Conduct    |     21

 

 

Administration of

OUR CODE

 

 

Prudential’s Code of Conduct, Making the Right Choices, is a guide to assist in making ethical decisions. While not intended to be all-inclusive, or to address every situation that may arise in the conduct of Prudential’s business, it provides a framework and structure to guide business decisions and to meet the company’s ethical standards. High standards of ethics and integrity are core to our purpose-driven journey to tackle the toughest problems so that we can help change the world for the better.

 

 

22     |   Making the Right Choices  Prudential’s Code of Conduct

 

The Code applies to the extent permissible under the laws and/or regulations of the countries where we do business. If any portion of Making the Right Choices is inconsistent with any law and/or regulation, such law and/or regulation shall prevail. Reference to “regulations” in Making the Right Choices includes laws, codes and other similar requirements. Employees and sales associates should contact their compliance and/or legal contacts for further information as needed.

 

The Code, like all Prudential’s policies, is not intended to constitute or create a contract of any type between Prudential and its employees, sales associates or anyone else providing services to or acting on behalf of Prudential.

 

Our Policies

Prudential maintains a well-controlled operating environment including a series of formal policies. They are designed to guide employees and sales associates in the conduct of Prudential business. Some policies even apply to the actions of our family members, such as those that relate to conflicts of interest and securities trading. Adherence to all internal policies is critical to our ability to make the right decisions and fulfill our purpose.

 

Employees and sales associates are expected to consult other applicable internal policies, standards and procedures specific to their businesses and corporate centers as well as other materials, such as compliance manuals, human resources policies, expense manuals, etc. These resources may be available electronically or can be obtained, as applicable, from management, human resources, or compliance and/or legal contacts. These resources can help in understanding the company’s expectations.

 

Board members and associates of affiliated companies in which Prudential controls a majority stake are also subject to Prudential policies. In many instances, third parties and contractors that do business with Prudential will also be asked to affirm that they understand and agree to comply with terms of engagement that encompass the principles set forth in these policies.

 

Disciplinary Action

Prudential uses disciplinary processes that treat employees and sales associates fairly. Behavior inconsistent with the company’s Code of Conduct, policies, laws and/or regulations may lead to disciplinary action, up to and including termination, unless otherwise prohibited by applicable law. The company pursues those who attempt or commit crimes and other unlawful acts and refers them for prosecution or to government agencies, as appropriate.

 

Oversight

Prudential’s Code of Conduct, Making the Right Choices, and its Ethics and Compliance Program are endorsed by and have the full support of Prudential’s Board of Directors.


 

Making the Right Choices  Prudential’s Code of Conduct    |     23

 

CONTACT INFORMATION FOR RAISING ETHICAL CONCERNS AT PRUDENTIAL

 

External ethics reporting website: https://prudential.ethicspoint.com

 

Help Lines are operated by independent third parties and are available 24 hours a day, 7 days a week in multiple languages. Reporters may choose to remain anonymous where permitted by local law. In some countries the scope of what is permitted to be reported through the Help Line may vary.

 

Country Toll-Free Number
Argentina 0800-444-3653
Brazil 0800-891-2823
Canada 800-752-7024
China  
North 10-800-711-0917
South 10-800-110-0843
Germany 0800-182-2978
Hong Kong   800-930264
India 000-117 (After prompt: 888-847-5288)
Ireland 1-800-946-552
Italy 800-902-527
Japan  
KDD 00531-11-3339
SoftBank Telecom 0066-33-830194
NTT 0034-800-900261
In Japan, these Help Line telephone numbers may not be reached by some telephone carriers, mobile phones and internet telephony.
Korea 00798-11-002-3653
Malaysia 1-800-885-523
Mexico 01-800-436-0062
Netherlands 0808-234-2695
Singapore 800-1101-707
Taiwan 00801-104-229
United Kingdom 0808-234-2695
United States 800-752-7024

 

Global Business Ethics Mailing Address:

Prudential Financial, Global Business Ethics & Integrity
751 Broad Street, Newark, New Jersey 07102, USA
ethics@prudential.com


24     |   Making the Right Choices  Prudential’s Code of Conduct

 

 

Global Business Ethics & Integrity, 751 Broad Street, Newark,
New Jersey 07102, USA, ethics@prudential.com, (800) 752-7024

 

Prudential Financial, Inc. of the United States is not affiliated in any manner
with Prudential plc, incorporated in the United Kingdom or with Prudential
Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom.

 

Rev. April 2020 (ED. April 2022)

 

EXHIBIT 99p25

 

  XXIV. ANNEX A

 

Polen Capital Management, LLC
Polen Capital UK LLP

 

Code of Ethics

 

While the Firm is confident of its employees’ integrity and good faith, there are certain instances where associated persons possess knowledge regarding present or future transactions or have the ability to influence portfolio transactions made by the Firm for its clients in securities in which they personally invest. In these situations, personal interest may conflict with that of the Firm’s clients.

 

In view of the above, the Firm has adopted this Code of Ethics to establish reporting requirements and enforcement procedures designated to prohibit potential conflicts of interest and to comply with the provisions of SEC Rule 204A-1. Additionally, as an investment advisor to U.S. registered investment companies or mutual funds, the Firm has designed this Code of Ethics to comply with SEC Rule 17j-1 under the Investment Company Act. In the event of a material change to Reporting Obligation section of the Code of Ethics, the CCO shall inform the mutual fund’s CCO of such change and ensure that the change is approved by the mutual fund’s board no later than six months after the change is adopted.

 

Definitions

 

This Code of Ethics requires certain supervised persons, called “access persons,” to report their personal securities transactions and holdings. An access person is a supervised person who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds would be considered an access person, but a supervised person would not be an access person solely because that person has nonpublic information regarding the portfolio holdings of a client that is not an investment company. Persons who are not supervised persons of the Firm would not be access persons.

 

The Firm’s supervised persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control. If the Firm’s primary business is providing investment advice, then all of its directors, officers and partners are access persons.

 

An access person would be considered to be a beneficial owner of any security in which he has a direct or indirect monetary interest or is held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with a direct or indirect pecuniary interest. It may be possible for an access person to exclude accounts held personally or by immediate family members sharing the same household if the access person does not have any direct or indirect influence or control over the accounts, or can rebut the presumption of beneficial ownership over family members’

A-1

accounts. Access persons should consult with the CCO before excluding any accounts held by immediate family members sharing the same household.

 

A “reportable security” is considered to be any security, except that it shall not include securities issued by the Government of the United States or an agency thereof; money market instruments (bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments); shares of money market funds; transactions and holdings in other open-end mutual funds or pooled vehicles (unless the Firm or a control affiliate acts as the investment adviser or principal underwriter for the fund); and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

 

“Purchase or sale of a security” includes, among other things, the writing of an option to purchase or sell a security. A security is “being purchased or sold” by the client from the time when a purchase or sale has been communicated to the Firm until the time when such transaction has been fully completed or terminated.

 

Temporary Employees

 

Temporary employees including contractors, temps, and interns (collectively “contractors”), will become subject to the Code of Ethics on their 91st day of association with the Company, calculated on a rolling 12-month basis. If based on their duties or job functions they meet the definition of Access Person, they will be required to comply with the personal trading and reporting requirements and will be given a copy of the Company’s Code of Ethics.

 

Statement of General Principles

 

In recognition of the trust and confidence placed in the Firm by its clients and to stress its belief that its operations are directed to the benefit of its clients, the Firm has developed and adopted the following general principles to guide its supervised persons:

 

1.The interests of the clients are paramount and all associated persons of the Firm must conduct themselves in such a manner that the interests of the clients take precedence over all others.
2.All personal securities transactions by supervised persons of the Firm must be placed in such a way as to avoid any conflict between the interest of the Firm’s clients and the interest of any supervised person of the Firm.
3.All supervised persons of the Firm must avoid actions or activities that allow personal benefit or profit from their position with regard to the Firm’s clients.
4.All supervised persons will remain compliant with federal securities laws.
5.Any potential violations of this Code of Ethics must be promptly reported to the Chief Compliance Officer.

 

Conflicts of Interest

 

It is the policy of the Firm that supervised persons should be free from any direct or indirect interest, activity or entity that could possibly conflict with the interests of the Firm or its clients. Underlying this policy are two principles:

 

1.No supervised person should have, or acquire, any direct or indirect interest, activity or association, which influences or interferes with, or which might or could be thought to interfere with or influence the independent exercise of his judgment in the best interest of the Firm.
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2.No supervised person should personally profit, or seek to profit, directly or indirectly, from opportunities or business information that are available to, or obtained by, him as a result of his position with the Firm.

 

Direct or indirect interests include agency relationships, trusts, corporations, partnerships and interests held by family members.

 

Prohibited Purchases and Sales of Securities

 

No access person shall, in connection with the purchase or sale, directly or indirectly:

 

1.Employ any device, scheme or artifice to defraud;
2.Make any untrue statement of a material fact or omit to state a material fact;
3.Engage in any act, practice or course of business which would operate as a fraud or deceit;
4.Engage in any manipulative practice; or
5.Trade ahead of or in conflict with investment recommendations.

 

Trading Practices

 

The Chief Compliance Officer must pre-approve in writing any investment by an access person in an initial public offering (“IPO”), private placement or a security which appears on the Company’s restricted list.

 

In addition, because the Company serves as an investment adviser to the Polen Funds, investments in the Funds must be reported to the CCO.

 

Generally, access persons should not engage in short-term trading (i.e., buy and sell the same security in less than 60 days).

 

Cryptocurrency

 

Any access person who wishes to purchase, acquire or sell any asset that is issued and transferred using distributed ledger or blockchain technology, including, but not limited to, virtual currencies, cryptocurrencies, digital “coins” or “tokens” (“Digital Assets”), should consult with the CCO as to whether such Digital Asset would be considered a security, and specifically a “Digital Security”, for purposes of this policy. A Digital Asset is likely to be considered a Digital Security if it is offered and sold as an investment contract. On April 3, 2019, the SEC published a framework for investment contract analysis of Digital Assets. The CCO may use this framework, among other relevant SEC guidance, to determine whether a Digital Asset would be considered a Digital Security for the purposes of this policy. If the CCO determines that such Digital Asset should be considered a Digital Security, the Digital Asset will be considered a reportable security for purposes of this policy.

 

Reporting Obligation

 

A complete report of each access person’s securities holdings (Initial and Annual Holding Report) is required at the time the person becomes an access person (no later than 10 days after the person becomes an access person) and at least once a year thereafter. The holdings reports must be current as of a date not more than 45 days prior to the individual becoming an access person (initial report) or the date the report is submitted (annual report). Each holdings report must contain, at a minimum:

A-3
1.The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect pecuniary interest;
2.The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and
3.The date the access person submits the report.

 

In addition, personal accounts opened by access persons are required to be reported no later than 30 days after the close of the calendar quarter during which they were opened. Further, quarterly reports are required of all personal securities transactions by access persons, which are due no later than 30 days after the close of the calendar quarter. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which the access person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

1.The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;
2.The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
3.The price of the security at which the transaction was effected;
4.The name of the broker, dealer or bank with or through which the transaction was effected; and
5.The date the access person submits the report.

 

In lieu of an access person providing the above annual holdings reports and quarterly transaction reports, the access person may provide the Firm with electronic access (a “feed”) to the same information.

 

Transactions effected pursuant to an automatic investment plan would not have to be reported. Access persons are also exempt from reporting securities held in accounts over which the access person had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis. Any access person seeking to exempt an account managed by a third party from reporting must submit a request to the CCO in writing who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from the unaffiliated investment adviser, and may provide the access person with the exact wording and a clear definition of “no direct or indirect influence or control” that the Company consistently applies to all access persons. Access persons who claim they have no direct or indirect influence or control over an account are also required to certify to this effect on at least an annual basis.

 

A quarterly transaction report is not required if the report would duplicate information contained in broker trade confirmations or account statements that the Firm holds in its records so long as the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. The Chief Compliance Officer is responsible for assessing that such duplicate records are being received.

 

Additional Restrictions and Requirements

 

1.No access person may accept a position as a director, trustee or general partner of a publicly traded company unless such position has been presented to and approved by the Firm.
2.The Chief Compliance Officer will maintain a current listing of all access persons.
3.The Chief Compliance Officer will review this Code of Ethics at least annually to determine the adequacy of these policies and related procedures.
A-4

Political Contributions Policy

 

While Contributions to Political Officials are made for a number of legitimate reasons, there is also an opportunity for abuse in certain situations, including where there are opportunities for conflicts of interest involving the Company, and certain Contributions may adversely affect the Company’s ability to have certain plan clients, particularly state and local pension plan clients. In order to protect against such potential abuses, comply with our fiduciary duties, seek to avoid even the appearance of impropriety, allow the Company to have certain plan clients and enable the Company to monitor compliance with applicable laws, the Company does not currently permit political Contributions, including in-kind contributions. Further, Employees are currently not permitted to coordinate or solicit political Contributions.

 

Gifts and Business Entertainment Policy

 

The Company, its supervised persons and members of supervised persons’ families should not accept gifts, gratuities or other items of value from or give gifts, gratuities or other items of value to an individual or organization with whom the Company has a current or potential business relationship directly related to its advisory business (“Business Relationship”), which might in any way create a conflict of interest, or which would be likely to influence decisions made by the supervised person in business transactions involving the Company. The prohibition does not apply to occasional dinners, sporting, concert or customary entertainment events and other activities, which are part of a business relationship, provided that they fall in line with the guidelines identified below. Further, personal contacts may lead to gifts of a purely nominal value, which are offered on the basis of friendship and may not raise concerns related to conflicts of interest or influence a supervised person’s decisions.

 

Supervised persons should use good judgment to avoid any gifts, gratuities or other items of value that place the Company in a difficult, embarrassing or conflict situation with its advisory clients. Supervised persons should discuss any questions they may have regarding gifts, gratuities or other items of value with the CCO prior to accepting such item. Only the Chief Compliance Officer is authorized to grant waivers of this policy.

 

The following outlines the Company’s policy on giving and receiving gifts and entertainment and is applicable to all officers, directors/members and supervised persons of the Company. As a general rule, the Company aggregates all gifts and entertainment given or received on a calendar year basis.

 

Gift Giving

 

In general, gift giving is limited to $100.00: Neither you nor members of your immediate family may give any gift, series of gifts or other thing of value, (“Gifts”) in excess of $100 per year to any client or any one person or entity that does or seeks to do business with or on behalf of the Company.

 

Prohibitions: (i) You are prohibited from giving cash, making loans and providing personal services or special discounts on behalf of the Company, even if these fall within the above dollar limits; and (ii) you are prohibited from giving a gift if the gift could be seen by others as engaging in bribery or a consideration for a business favor.

 

Charitable Contributions: You are required to receive advance approval from Compliance before making a charitable contribution on behalf of a client or financial intermediary. Approval is granted only when it is clear that the contribution is being made by the Company.

 

You are required to notify the CCO about any actual or apparent conflict of interest in connection with any charitable contribution, or about any contribution that could give an appearance of impropriety.

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Gift Receiving

 

In general, receipt of gifts is limited to $100.00: Neither you nor members of your immediate family may receive any Gift(s) the value of which is estimated to exceed $100.00 per year from any single Business Relationship. You may accept a token gift only when the value involved is not material and clearly will not place you under any real or perceived obligation to the donor. Gifts are considered material in value if they influence or give the appearance of influencing the recipient. In the event the aggregate fair market value of all Gifts received by you from any single Business Relationship is estimated to exceed $100 per year, you must immediately notify Compliance.

 

Prohibitions: (i) You are prohibited from receiving cash, loans or personal services or special discounts unless such personal services or special discounts is pre-approved by Compliance; and (ii) the solicitation of Gifts is prohibited (i.e., you may not request a Gift, such as tickets to a sporting event, be given to you).

 

Travel Expenses: In general, the Company must pay for all travel and lodging expenses. For example, when the Company’s supervised person is invited to tour a company’s facilities or meet with representatives of a company, we, and not the company, must pay for your travel and lodging expenses. A Business Relationship may pay for travel amenities that are not readily ascertainable or are considered insubstantial (i.e., a shared cab fare).

 

Conferences and Industry Events: The Company’s supervised persons may be requested to speak at industry conferences and events. In some situations the speech or appearance involves travel, lodging, entertainment or other customary speaker amenities (Business Accommodations). If the Business Relationship offers to pay for all or a portion of the Business Accommodations and the amount exceeds the Gift and Entertainment Policy, you are required to have the payment pre-approved by Compliance.

 

Business Entertainment

 

In general, entertainment is not considered a Gift so long as such entertainment is business related (e.g., if you are accepting tickets to a sporting event, the offerer must go with you), reasonable in cost, appropriate as to time and place and neither so frequent nor so costly as to raise any question of impropriety. (Entertainment includes items such as a ticket to a sporting event or the theater, greens fees, an invitation to a reception or cocktail party or other comparable entertainment.) Entertainment that you receive requires the offerer’s attendance, and entertainment that you offer requires your attendance, and in either case is subject to:

 

1.Max $300 value per supervised person, and, if applicable, max $600 value for the supervised person and the supervised person’s guest per single outing. The limits apply to the total market value cost (not face value) of the outing, including meals, travel (airfare/hotels/cars), sporting events, limo rides, etc.
   
2.Aggregate value per year of all such benefits may not exceed $1,200 per Business Relationship.

 

Gifts and Business Entertainment Reporting

 

You are required to report gifts/entertainment in excess of $50 from any one Business Relationship. You are required to certify, at least annually, that any gifts and/or entertainment received from any one Business Relationship were in accordance with the policy.

 

ERISA Plans

 

The Employee Retirement Income Security Act of 1974 (“ERISA”) prohibits a “fiduciary” from receiving any consideration from a person dealing with an ERISA plan in connection with a transaction involving the assets of the plan. For purposes of this policy, all such plans are referred to as “ERISA clients.”

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The Company may act as a fiduciary with respect to ERISA clients because, among other things, we provide investment management and investment advisory services to those clients. In addition, individual supervised persons of the Company who perform these functions are also considered fiduciaries for purposes of ERISA.

 

Technically, there is no de minimis exception to the restrictions on a fiduciary’s receipt of consideration from a person dealing with a plan. However, the DOL has provided guidance that gifts and entertainment provided to a fiduciary from one individual or entity that have an annual value of less than $250 (and that do not violate any plan policy or provision) are considered “insubstantial” and are generally not treated as violations.

 

In addition, the DOL guidance indicates that, in certain circumstances, a fiduciary may receive reimbursement from a party dealing with a plan for attendance at educational and training seminars and similar events. A fiduciary may also attend similar events sponsored by a party dealing with a plan, for example, a seminar about a new investment product or strategy sponsored by an investment manager or broker. In order for such payments to be permissible, a responsible plan fiduciary must determine that the reimbursed expenses (or costs of the sponsored event) would be appropriate for the plan itself to pay and the fiduciary’s determination should be in writing.

 

Based on the statutory restrictions described above, the Company has adopted the following policies and procedures.

 

General ERISA Policy

 

Each of the Company’s supervised persons and members of their immediate family are prohibited from giving or accepting gifts or entertainment in connection with Company ERISA clients, except as described below.

 

1.The Company’s supervised person may accept gifts, meals and entertainment of nominal value in the ordinary course of Company business, provided that the aggregate value of the gifts and entertainment received by a supervised person is less than $100 annually. Gifts of nominal value include small items with logos such as pens, hats, candy, etc. The Company’s supervised persons (or members of their family) who receive a gift or gifts in excess of this limitation should return them to the giver with an explanation of Company policy. A supervised person may not solicit any gifts or entertainment from any person associated with a company that is in the business of providing services of the kind that may be used by Advisor in discharging its duties to ERISA clients.
   
2.A supervised person may provide gifts and entertainment of nominal value to representatives of a ERISA client in the ordinary course of business, provided that the aggregate value of the gifts and entertainment provided to any one individual must be less than $100 annually. With respect to Taft-Hartley clients, special additional rules apply. Please contact Compliance before providing any gifts or entertainment to union clients or prospects.
   
3.In limited circumstances, a supervised person may attend seminars and similar educational events that are sponsored by fiduciaries such as brokers, investment managers and custodians. A supervised person wishing to attend such an event must contact Compliance before accepting the invitation.
   
4.In limited circumstances, the Company may reimburse representatives of ERISA clients for the costs of attending educational seminars and similar events. A supervised person wishing to offer such reimbursement to a representative of a ERISA client should contact Compliance before offering such reimbursement.
   
5.Regardless of the amount involved, no supervised person may accept or offer cash or any cash equivalent (e.g., cash, check or electronic fund transfer) in connection with any ERISA client.
   
6.If a supervised person has any question or concern related to an anticipated gift, or about this policy, the supervised person should contact Compliance.
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ERISA Procedures

 

The receipt or provision of any gifts, entertainment or educational seminars must be documented. In accordance with law and regulatory disclosure requirements, the Company may be asked to provide such information to its ERISA clients to enable those plans to fulfill obligations under ERISA. The following procedures will assist in both compliance with the DOL guidance and maintaining proper written records.

 

1.Gifts. Supervised persons must inform Compliance of any gifts equal to or in excess of $50 given to, offered by or received in connection with their employment at Advisor. Compliance will maintain a log of all such gifts.
   
2.Entertainment/Meals. Supervised persons must obtain written permission from Compliance before accepting entertainment, including meals (other than modest meals and other refreshments served on site at the offices of Advisor, a client or a vendor in connection with a “working meeting”).
   
3.Seminars and other Presentations. You must demonstrate, in writing, that any educational seminar or other event that you wish to attend (or wish to provide to an ERISA client) (i) had a reasonable relationship to the duties of the person attending and (ii) the expenses for such attendance would be reasonable in light of the benefits afforded a plan by such attendance and would be unlikely to compromise the attendee’s ability to carry out their fiduciary obligations. In other words, please explain why you think your (or the ERISA client’s) attendance at the event would enhance your (or the ERISA client’s) ability to serve the ERISA plans. In addition, please describe any ancillary activities connected to the conference, such as meals or cocktail receptions. Supervised persons should not assume that they may never participate in such activities, as in some cases attendance might benefit the ERISA plans in question.
   
4.You must submit your documentation to Compliance before accepting any invitation to an event. An email is sufficient.

 

Review and Enforcement

 

The Chief Compliance Officer shall review all reported personal securities transactions to determine whether a violation of this Code of Ethics may have occurred. This includes reviewing for reports or trades reported late, incomplete quarterly/annual reports, and trades conducted in violation of the Code of Ethics, such as pre-clearance. Before making any determination that a violation has been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material.

 

Review of personal securities holding and transaction reports will also include comparison of such personal trading to any restricted lists; assessment as to whether the access person is trading for his own account in the same securities he is trading for clients, and if so whether the clients are receiving terms as favorable as the access person takes for himself; periodically analyzing the access person’s trading for patterns that may indicate abuse, including market timing; investigation of any substantial disparities between the quality of performance the access person achieves for his own account and that he achieves for clients; and investigation of any substantial disparities between the percentage of trades that are profitable when the access person trades for his own account and the percentage that are profitable when he places trades for clients.

 

If the Chief Compliance Officer determines that a violation of this Code of Ethics may have occurred, he shall submit a written determination, together with the confidential monthly report and any additional explanatory material provided by the individual to senior management, who will determine the appropriate action in conjunction

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with counsel. If necessary, the Firm shall impose upon the individual such sanctions as deemed appropriate under the circumstances.

 

Records

 

The Firm shall maintain records in the manner and to the extent set forth below, and will make them available for examination by representatives of the SEC or State.

 

1.A copy of this Code of Ethics and any other code which is, or at any time within the past five (5) years has been, in effect shall be preserved in an easily accessible place;
2.A record of any violation of this Code of Ethics and any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs;
3.A copy of each supervised person’s written acknowledgment of receipt of this Code of Ethics for a period of five (5) years;
4.A copy of each report made by an access person pursuant to this Code of Ethics shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made, the first (2) two years in an easily accessible place;
5.A record of any decision within the past five (5) years approving an access person’s acquisition of securities in IPOs and limited offerings; and
6.A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to this Code of Ethics shall be maintained in an easily accessible place.

 

Code of Ethics Training

 

The Firm will provide to each supervised person a copy of this Code of Ethics and any amendments. Each supervised person is required to acknowledge, in writing, his receipt of those copies. In addition, each supervised person must annually recertify that he has re-read, understands and has complied with the code. The Chief Compliance Officer is responsible for verifying that all supervised persons acknowledge receipt. The Chief Compliance Officer is also responsible for providing supervised persons adequate training on the principles and procedures of this Code of Ethics, such as periodic orientation or training sessions with new and existing staff to remind them of their obligations under the code.

 

Hardship Exemption

 

Employees who experience unanticipated difficulties that necessitate the need to liquidate a securities holding or any other act that contradicts the above mentioned policies, must seek prior written approval of the CCO before executing any transaction that would violate the above mentioned policies. Exemptions will be decided on a case-by-case basis and the Company provides no assurance that an exemption will be granted.

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EXHIBIT 99p26

River Road Asset Management, LLC
Code of Ethics
Updated March 2022
 

River Road Asset Management, LLC

 

Contents

 

Background 2
   
Standards of Conduct 2
   
Policy 2
   
Procedure 2
   
Personal Securities Transactions 6
   
Background 6
   
Definitions 6
   
Policy 6
   
Procedures 8
   
Insider Trading 10

 

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Background

 

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) requires investment advisers to establish, maintain, and enforce a written code of ethics that applies to all “supervised persons.”1 An adviser to registered investment companies is also required to adopt a Code of Ethics regarding personal investment activities under the Investment Company Act of 1940, Rule 17j-1. An investment adviser’s Code of Ethics represents an internal control and supervisory review to seek to detect and prevent possible insider trading, conflicts of interests, and regulatory violations.

 

Each employee, temp-to-hire employee, or intern of River Road Asset Management, LLC (“River Road”) is considered a supervised person (“Employee”). Upon hire and on an annual basis thereafter, each Employee must certify in writing or through an online application that they have received and read, understand, and agree to comply with River Road’s Code of Ethics. Employees will receive and shall be required to make a similar certification following any amendment to the Code of Ethics.

 

Standards of Conduct

 

Policy

 

Employees must exercise good faith in their dealings with both River Road and its clients, consistent with the high degree of trust and confidence that is placed in each Employee by River Road.

 

The need for the stringent application of this principle is heightened by the necessity that River Road, in turn, exercises the highest degree of ethical conduct in its dealings with its clients. This can be accomplished only through each Employee’s individual commitment to River Road’s values: Loyalty, Integrity, Accountability, and Teamwork.

 

If an Employee discovers that he or she will derive personal gain or benefit from any transaction between River Road and any individual or firm, the Employee must immediately refer the matter and disclose all pertinent facts to River Road’s Chief Compliance Officer (“CCO”).

 

River Road’s standards of conduct are necessarily strict because they are intended for the benefit and protection of River Road and its Employees. No attempt to delineate guidelines for proper conduct can hope to cover every potential situation that may arise during an Employee’s service with River Road. Whenever there is any doubt about the propriety of any action, Employees must discuss the matter with River Road’s CCO.   Violations of the Code of Ethics are grounds for disciplinary action, up to and including dismissal. The standards of conduct set forth herein must be applied fully and fairly without reliance upon technical distinctions to justify questionable conduct.

 

Procedure

 

Conflicts of Interest: Employees may not engage in personal activities that conflict with the best interests of River Road or with the best interests of River Road’s clients. Upon initial hire and annually thereafter, every Employee is required to complete a conflicts of interest questionnaire designed to identify any actual or potential conflicts of interests the Employee may have. If there is any doubt on how to answer the questionnaire, the Employee shall discuss such matters with the CCO or their designee. For the avoidance of doubt, Employees are required to disclose any actual or potential conflicts of interest the Employee may have even if not specifically addressed by a question on the conflict of interest questionnaire.

 

Disclosure or Use of Confidential Information: In the normal course of business, Employees may be given or may acquire information about the business of River Road, its clients, or its affiliates which is not available to the general public. This information is confidential and may include, but is not limited to, financial data, business plans and strategies, regulatory information, and information concerning specific trading decisions.  In addition to an Employee’s obligations under any other River Road policies or contract with River Road, all Employees are responsible for respecting and maintaining the confidential nature of such information, including taking reasonable care in how and where they discuss, document, store, and dispose of confidential information.  Confidential information may only be disclosed within River Road to those who need to know the information to perform their job functions. Nothing in any agreements you may have with River Road or in any River Road policies or handbooks is intended to or shall preclude or impede you from cooperating with any governmental or regulatory

 

 

1 Supervised Person is defined as any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.

 

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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 and Exchange Commission (Securities Exchange Act Rules 21F-1, et seq.). For the avoidance of doubt, you are not required to give the Company prior notice of, or obtain the Company’s prior written consent in connection with regulatory communications contemplated under the SEC’s or other regulatory entity or agency’s “whistleblower rules.”

 

Material, Non-public Information:  Some confidential information is also material, non-public information and subject to the restrictions of federal and state banking and securities laws and regulations as to its communication and use. Material information should be treated as non-public until it is clear the information can be deemed public or ceases to be material, which should be determined in accordance with River Road’s Insider Trading Policies and Procedures.

 

Outside Business or Other Activities: Employees must receive pre-approval from the CCO or their designee for the following outside business or other activities:

 

-Performing outside employment or accepting payment for services rendered to others. This includes engagements for teaching, speaking, and the writing of books and articles. Unless it otherwise presents an actual or potential conflict of interest, interns are not required to report outside employment or payment for services rendered.

 

-Apart from your duties as an Employee of River Road, providing investment advice, guidance or discretion. Examples include, but are not limited to:
oActing as an executor or trustee for a family or non-family member
oProviding investment advice as a member of a non-profit or other organization’s finance committee

 

-Any other activities or ventures (including, but not limited to, business, personal, charitable, or otherwise) that conflict with or could potentially conflict with or interfere with your duties at River Road.

 

Where necessary, the CCO will consult with and/or defer to the CEO for determining whether an activity is approved.

 

Political Activity: In order to comply with the provisions of Rule 206(4)-5 of the Adviser Act, all Employees must comply with the following policies and procedures:

 

Prohibited Activity:

 

River Road Employees are prohibited from making political contributions (defined below) to an incumbent, candidate, or successful candidate for elective office (“Official”) of any state or local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds (“Government Entity”).

 

-A contribution includes a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office.

 

-A contribution does not include a donation of time by an Employee, so long as River Road has not solicited the Employee’s efforts and River Road’s resources are not used, e.g. office space, telephones, etc. An Employee’s donation of his or her time generally would not be viewed as a contribution if such volunteering were to occur during non-work hours or vacation time.

 

-Employees are also prohibited from hosting fundraising meetings for an Official of a Government Entity or allowing the use of Employee’s name on any fundraising literature, including being listed on an invitation or other marketing and collateral pieces.

 

A political contribution to a federal government official or candidate for federal office is allowed with pre-approval from CCO or their designee in writing, including via email, before any such contributions are made. If the federal candidate is a state or local government official at the time of running for federal office, the donation is prohibited. However, River Road’s Executive Committee reserves the right to prohibit any federal contributions if the Executive Committee finds that it conflicts with the best interests of River Road.

 

Employees are prohibited from doing any of the above prohibited activity directly or indirectly. For example, an Employee cannot channel political contributions through family, friends, an attorney, or a political action committee.

 

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Household Members:

 

Household members of an Employee are not prohibited from making political contributions, but the Employee must provide notice to the CCO or their designee in writing, including via email, before any such contributions are made by a household member.

 

A Political Contribution Form is available in Schwab Compliance Technologies.

 

Borrowing from Clients: You may not borrow money from a client of River Road unless such borrowing is from a bank or other financial institution made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with members of the general public.

 

Business Transactions for River Road: You may not represent or exercise authority on behalf of River Road in any transaction with any person, firm, company, or organization with which you have any material connection (including, but not limited to, a directorship, officership, family relationship or significant borrowing relationship) or in which you have a material financial interest. You must report any existing or proposed business relationships with any such person, firm, company, or organization to River Road’s CCO or their designee, who will determine with the appropriate levels of management whether such business relationship is “material” for purposes of this prohibition.

 

Business Transactions with River Road: If you are authorized by an outside organization to transact business with River Road on the outside organization’s behalf, you must report such authorization to River Road’s CCO or their designee.

 

Gifts and Entertainment: 

 

Gifts Received by Employees

 

Employees cannot receive any gift that is more than $50 annually (calendar year basis) per giver (either person or entity) if:

 

-the giver is paid with client commissions or soft dollars (“Client Assets”) or
-the giver is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving that plan’s assets.

 

Where a gift is shared among a group, the estimated amount of the gift can be pro-rated among the recipients.  

 

Employees are prohibited from receiving gifts from companies that River Road invests in or may invest in on behalf of its clients (excluding de minimis gifts, such as a reasonable onsite lunch or snack during an onsite visit).

 

Gifts Given by Employees

 

No Employee shall, directly or indirectly, give (or permit anyone else to give) anything of service or value, including gratuities, in excess of $100 annually (calendar year basis) to:

 

-any person who is licensed with FINRA, or
-a plan fiduciary of one of River Road’s ERISA clients where the gift relates to the business of recipient’s employer.

 

No Employees shall, directly or indirectly, give (or permit any else to give) any gifts to executives of public companies or their public company board members. This excludes any public companies that are also affiliates or clients of River Road and such gifts are given because of the affiliate or client relationship.

 

Examples of Gifts

 

An example of a gift includes but is not limited to the following: gift certificates, event tickets, gift baskets, golf shirts, sleeves of golf balls, etc. Employees are strictly prohibited from giving or receiving cash or cash equivalents (e.g. gift card) as gifts. No part of this gifting policy is meant to prohibit personal gifts where the relationship is of a personal nature outside of and not arising from employment at River Road.

 

Entertainment

 

If an Employee attends an event or dinner with any person or entity, this is not considered a gift but is considered entertainment.  

 

Employees are not allowed to be entertained by:

 

-any person or entity that is paid with Client Assets, or
-any person or entity that is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving the plan’s assets. 

 

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-Any companies that River Road invests in or may invest in on behalf of its clients

 

Employees can attend the event or dinner at River Road’s or the Employee’s expense.  This provision does not apply if it is logistically unreasonable for the Employee or River Road to pay for the Employee at such event or dinner. For example, if an Employee attends a conference and is incidentally entertained in the normal course of the conference, this provision does not apply.

 

Reporting and Logging

 

Employees are required to report all gifts given or received covered by this policy so they can be tracked by the Compliance Department to ensure compliance with this policy. The Compliance Department monitors and logs all gifts in Schwab Compliance Technologies and determines whether the gift can be kept or must be returned.

 

If there is any question about Gifts and Entertainment, the Employee shall discuss such matters with the CCO or their designee.

 

Improper Payments (Bribes or Kickbacks): Employees shall not take any action that might result in a violation by River Road of the laws of the United States, the Commonwealth of Kentucky, or any other jurisdiction in which River Road does business. The Foreign Corrupt Practices Act (FCPA) provides that in no event may payment of anything of value be offered, promised or made to any government, government entity, government official, candidate for political office, political party or official of a political party (including any possible intermediary for any of the above), foreign or domestic, which is, or could be construed as being, for the purposes of receiving favorable treatment or influencing any act or decision by any such person, organization or government for the benefit of River Road or any other person.

 

Economic Sanctions:  The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury promulgates regulations dealing with economic sanctions. No Employee on behalf of River Road may intentionally transact business with those countries or specially designated nationals against which economic sanctions have been imposed unless the appropriate license has been obtained from the OFAC allowing such transaction.

 

Prohibition on the Use of Information from Your Previous Employer: Employees are prohibited from bringing any documents, software or other items to River Road that may contain the Employee’s previous employer’s confidential, trade secret, or proprietary information. This would include such things as computer files, client lists, financial reports, or other materials that belong to your previous employer. If an Employee has any such materials in his or her possession, they should be returned to the former employer immediately unless the Employee (and River Road, as necessary) has received permission from the previous employer to use such materials and the Employee has discussed the issue with River Road’s CCO.

 

Your Duty to Report Abuses of the Code of Ethics and Standards of Conduct Policy or Other Illegal or Unethical Conduct: Employees have a special obligation to advise River Road of any suspected abuses of River Road policy, suspected criminal or unethical conduct, or any violation of securities law, anti-trust, health and safety, environmental, government contract compliance, any other laws, or River Road policies. Employees are required to report any of the preceding promptly to the CCO or the Chief Executive Officer. A Confidential Reporting Form (Whistle) is available in Schwab Compliance Technologies for employees to anonymously report any potential violations to the CCO or the Chief Executive Officer. If reported to the Chief Executive Officer, the CCO will also receive notice of such report. For the avoidance of doubt, the Employee is not required to give the Company prior notice of, or obtain the Company’s prior consent in connection with regulatory communications contemplated under the SEC’s or other regulatory entity or agency’s “whistleblower rules.” The Employee will not be subjected to any form of retaliation for reporting legitimate suspected abuses.

 

Investigations of Reported or Suspected Misconduct:  In the event of an investigation regarding possible wrongdoing, Employees must cooperate fully. Information relating to any investigation, including information provided by the Employee or the fact of the Employee’s participation in any investigation, is considered confidential and will only be revealed to individuals not associated with the investigation on a need to know basis. Any request for information or subpoenas involving River Road must be in writing and directed to the CCO who will coordinate with legal counsel.

 

Federal Securities Laws: Employees must comply with applicable Federal Securities Laws.

 

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Personal Securities Transactions

 

Background

 

Rule 204A-1 of the Advisers Act requires the reporting of personal securities transactions and holdings periodically as provided below and the maintenance of records of personal securities transactions for those supervised persons who are considered “access persons.”

 

Definitions

 

Access Persons: River Road considers the following persons to be Access Persons:

 

-All officers and employees of River Road, and

 

-All interns and temp-to-hire employees with access to non-public information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Affiliated Fund (defined below).

 

Covered Securities: Covered Securities include everything not defined below, including all common stocks, corporate bonds, and royalty trusts.

 

Open Securities: The following are Open Securities:

 

1)direct obligations of the Government of the United States, 

 

2)bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements,

 

3)shares issued by money market funds,

 

4)shares issued by non-affiliated, open-end funds,

 

5)shares issued by unit investment trusts that are invested exclusively in one or more non-affiliated, open-end funds, and

 

6)municipal bonds (Note: This is still a reportable security for purposes of holdings report/account list report/transaction report, as more fully explained below)

 

7)exchange traded funds (“ETF”) (Note: This is still a reportable security for purposes of holdings report/account list report/transaction report, as more fully explained below)

 

Preclearance Securities: Preclearance Securities are closed-end funds.

 

Affiliated Fund: An Affiliated Fund is any mutual fund for which River Road serves as an investment adviser or sub-adviser or any mutual fund whose investment adviser or principal underwriter controls River Road, is controlled by River Road, or is under common control with River Road. A full list of Affiliated Funds is available from the Compliance Department upon request.

 

Policy

 

River Road’s policy allows Access Persons to maintain personal securities accounts provided any personal investing by an Access Person in any accounts in which the Access Person has any direct or indirect beneficial ownership is consistent with River Road’s fiduciary duties to its clients, regulatory requirements, and this Code of Ethics. An Access Person is presumed to have a beneficial ownership in any personal securities accounts that are held by household members including, but not limited to, the Access Person’s spouse and/or children. However, the CCO has discretion to exempt an Employee from reporting certain household members’ accounts if such exemption is consistent with the Advisers Act. River Road specifically excludes from the requirements of this Code of Ethics any accounts for employees, their household members, or for River Road that are managed via an investment management agreement between the account holder and River Road (“Proprietary Accounts”). Proprietary Accounts are subject to separate River Road policies and procedures that are designed to address the potential conflicts of interest created by Proprietary Accounts.

 

Access Persons’ and their minor children’s (17 years old and under) personal securities transactions are subject to the following rules:

 

(1)Covered Securities:

 

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a.Access Persons may not purchase, short, or execute any derivative transactions on any Covered Securities.

 

b.Sell transactions (or its equivalent) are allowed on Covered Securities that were owned prior to employment with preclearance of such transactions from the CCO or their designee.

 

c.Sell transactions of fractional shares due to stock splits or similar corporate actions do not require preclearance.

 

d.Donation, gift, or other transfers of ownership of Covered Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

 

(2)Preclearance Securities:

 

a.Access Persons may purchase, sell, short, cover, or execute derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee. It should be understood that a preclearance may be denied or delayed.

 

b.Access Persons that participate in defined contribution or automatic investment plans must obtain preclearance for their asset allocations in Preclearance Securities and also for any changes made thereafter from the CCO or their designee.

 

c.Donation, gift, or other transfers of ownership of Preclearance Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

 

(3)Open Securities and Affiliated Funds: Access Persons may purchase, sell, short, cover, donate or execute derivative transactions on Open Securities or Affiliated Funds without preclearance. Except see Minimum Holding Period section below related to Affiliated Funds.

 

Access Persons may apply for an exception from a trading restriction from the CCO, which application may be granted or denied based on the surrounding facts and circumstances. 

 

The CCO must obtain preapproval from the Chief Risk Officer or their designee when effecting a transaction that requires preclearance. 

 

Household members’ personal securities transactions are subject to the following rules:

 

(1)Covered Securities:

 

a.Household members may purchase, sell, short, cover, or execute derivative transactions on Covered Securities with preclearance of such transactions from the CCO or their designee. Sell transactions of fractional shares due to stock splits or similar corporate actions do not require preclearance.

 

b.Donation, gift, or other transfers of ownership of Covered Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.

 

c.All transactions in Covered Securities by a household member must be made in an account that is in the name of the household member and is not in the name of the Access Person or is not a joint account with the Access Person. Accounts in the name of an Access Person or joint accounts including the Access Person are subject to the Access Person rules above.

 

(2)Preclearance Securities:

 

a.Household members may purchase, sell, short, cover, or perform derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee. It should be understood that a preclearance may be denied or delayed.

 

b.Household members that participate in defined contribution or automatic investment plans that offer Preclearance Securities for investment must obtain preclearance of their asset allocations for Preclearance Securities and any changes made to the allocations thereafter from the CCO or their designee.

 

c.Donation, gift, or other transfers of ownership of Preclearance Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.

 

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(3)Open Securities and Affiliated Funds: Household members may purchase, sell, short, cover, donate or perform derivative transactions on Open Securities or Affiliated Funds without any preclearance. Except see Minimum Holding Period section below related to Affiliated Funds.

 

Minimum Holding Period: Access Persons shall not purchase and sell or sell and purchase the same Affiliated Fund within 30 calendar days. Exceptions may be pre-approved on a case-by-case basis by the CCO.   In addition to the exclusions listed above, this rule will not be triggered by purchases made pursuant to an automatic investment plan (e.g., purchases made at pre-defined intervals and amounts). 

 

Miscellaneous: If an Access Persons comes across a situation that is not specifically addressed by this policy, the Access Person must bring the situation to the CCO or their designee for review. The Executive Committee has the right to limit an Access Person’s personal trading if the Executive Committee deems it to be excessive in volume or complexity as to require a level of personal time and attention that interferes with the performance of employment duties.  This will be determined by the Executive Committee based upon surrounding facts and circumstances.

 

Procedures

 

River Road has adopted the following procedures to implement and monitor the firm’s policy:

 

Holdings Report

 

Requirements: In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, Access Persons shall identify on a form provided by the CCO or their designee (which may be through an online application) all Covered Securities, Preclearance Securities, Affiliated Funds, ETFs, and municipal bonds in which the Access Person has any direct or indirect beneficial ownership, including any of the preceding held in certificate form (excludes securities held in accounts over which the Access Person has no direct or indirect influence or control). Each Holdings Report must contain the following information:

 

(1)The title and type of security

 

(2)The exchange ticker symbol or CUSIP number (as applicable)

 

(3)The number of shares

 

(4)The principal amount of each security

 

(5)The name of any broker, dealer or bank with which the Access Person maintains an account in which securities are held

 

(6)The date the Access Person submits the report

 

An Access Person can satisfy the initial or annual holdings report requirement by timely filing and dating a copy of each investment account statement that lists all of the Access Person’s Covered Securities, Preclearance Securities, Affiliated Funds, ETFs, and municipal bonds but only if the statement provides all information required in (1) through (6) above. This can also be satisfied by allowing the Compliance Department to have electronic view-only access to the Employee’s account/statements directly via the custodian or broker website. If an Access Person has previously provided statements with all of the required information and the CCO or their designee has maintained a copy of the statements, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statements (in writing or through an online application). If the statements do not contain all of the required information or if the securities are not held in an account, the Access Person must list out the required information for those securities on the Holdings Report.

 

Timing: Each Access Person must submit a Holdings Report to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. The CCO or their designee is responsible for contacting new Access Persons

 

and sending out initial and annual Holdings Report forms to all Access Persons.  The information on the Holdings Report or its equivalent must be current as of a date:

 

-Not more than 45 days prior to the date the person became an Access Person, in the case of an initial Holdings Report, or

 

-Not more than 45 days prior to the date the report was submitted, in the case of an annual Holdings Report.

 

Investment Account List

 

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Requirements: Each Access Person shall identify on a form provided by the CCO or their designee (which may be through an online application) a list of all investment accounts over which the Access Person has direct or indirect beneficial ownership, except that the Access Person is not required to list any of the following:

 

-Accounts where Covered Securities, Preclearance Securities, Affiliated Funds, ETFs, and municipal bonds are not available for purchase or sell.

 

-Accounts where Access Person has no direct or indirect influence or control.

 

Timing: Each Access Person must submit an Account List to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. Additionally, after becoming an Access Person, each Access Person must promptly disclose to the CCO or their designee any new investment accounts required to be reported pursuant to this Code of Ethics.

 

Brokerage: No Access Person shall open or maintain personal accounts with the institutional broker representatives through which River Road executes non-directed transactions on behalf of advisory clients. 

 

Quarterly Investment Account Statements: It is the responsibility of the Access Person to provide copies of their investment account statements and transaction confirmations or direct their broker to send copies of their investment account statements and transaction confirmations directly to River Road or to where the Compliance Department designates (which may be satisfied via electronic feed or online access, as available).

 

The investment account statements and confirms shall contain all transactions of Access Person, including transactions in Covered Securities, Preclearance Securities, Affiliated Funds, ETFs, and municipal bonds. As necessary, investment account statements and confirms shall be received no later than 30 days after the end of the applicable calendar quarter. Confirms do not need to be received for transactions that are effected pursuant to an automatic investment plan.

 

Preclearance of Personal Securities Transactions 

 

Requirements: All Access Persons must obtain approval for their transactions or for their household members’ transactions in a Preclearance or Covered Security from the CCO or their designee by filling out a preclearance transaction form (which may be through an online application).

 

Timing: Preclearance of a trade shall be valid and in effect only until the end of the next business day following the day preclearance is given. If a trade is not made in that timeframe, then a new preclearance must be obtained.  A preclearance also expires if and when the person becomes, or should have become, aware of facts or circumstances that would prevent a proposed trade from being precleared. 

 

Transaction Reports

 

Requirements: Each person shall identify on a form provided by the CCO or their designee (which may be through an online application) a quarterly securities transaction report that lists all transactions in Covered Securities, Preclearance Securities, Affiliated Funds, ETFs, and municipal bonds. Each Transaction Report must contain the following information:

 

(1) The date of the transaction

 

(2) The title of the security

 

(3) The exchange ticker symbol or CUSIP number (as applicable)

 

(4) The interest rate and maturity date (as applicable)

 

(5) The number of shares

 

(6) The principal amount of each security involved

 

(7) The nature of the transactions (i.e. purchase, sale or any other type of acquisition or disposition)

 

(8) The price of the security at which the transaction was effected

 

(9) The name of the broker, dealer or bank with or through which the transaction was effected

 

(10) The date the Access Person submits the report

 

Timing: Each Access Person must submit the Transaction Report no later than 30 days after the end of each calendar quarter. The report must cover all transactions during the quarter.

 

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The following are excluded from Preclearance Rules, Minimum Holding Period Rule, and Transaction Reports:

 

-Purchases or sales effected in any account over which the Access Person has no direct influence or control, including non-volitional investment programs or rights;
-Purchases effected by reinvesting cash dividends pursuant to an automatic dividend reimbursement program (“DRIP”). This exemption does not apply, however, to optional cash purchase pursuant to a DRIP;
-Purchases of rights issued by an issuer pro rata to all holders of a class of its securities (if such rights were acquired from such issuer) and the exercise of such rights; and,
-Transactions involving the exercise of employee stock options.

 

Personal Investments: You must exercise sound judgment in making personal investments in order to avoid situations contrary to the best interests of River Road. You must also avoid imprudent and questionable activity.

 

Prohibited Dealings: Trading based upon or communicating “inside information” is prohibited under any and all circumstances.  It is prohibited to use the facilities of River Road to secure new issues for any non-clients, directly or indirectly.  Access Persons are not permitted to, directly or indirectly, purchase securities from or sell securities to client accounts. 

 

Initial Public Offerings and Limited Offerings: Access Persons may not directly or indirectly acquire beneficial ownership in any security in an initial public offering. Access Persons may not directly or indirectly acquire an interest in a limited offering without approval from the CCO. The approval is based, in part, on whether the investment opportunity should be reserved for clients.

 

Initial public offering means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. 77a), 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 (15 U.S.C. 78m or 78o(d)).

 

Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§ 230.504, 230.505, or 230.506 of this chapter.

 

Investment Person Disclosure: Access Persons who have been authorized to acquire securities in a private placement or who have beneficial interests prior to employment with River Road are required to disclose the investment when they play a part in any subsequent consideration of client investments in the issuer.  In such circumstances, River Road’s decision to purchase securities is subject to an independent review by investment personnel with no personal interest in the issuer.  Investment Persons, when recommending any security, shall disclose any direct, indirect, or potential conflict of interest related to the issuer of the security being recommended. 

 

Adviser Review: The Compliance Department will review (which includes via automated processes) all Access Persons’ transactions and reporting outlined in this document for compliance with the firm’s policies, including the Insider Trading Policy, regulatory requirements, and the firm’s fiduciary duties to its clients, among other things.  The CCO tracks any apparent violations or requested exemptions and reports such activity to the Executive Committee at least quarterly.  The Executive Committee will determine any corrective action and/or sanctions that should be imposed.  

 

Records: The Company shall maintain records in accordance with the Books and Records Policies and Procedures found in River Road’s Policies and Procedures Manual.

 

Insider Trading

 

The Employee certifies that he/she has read, and will abide by the Insider Trading Policies and Procedures found in River Road’s Policies and Procedures Manual.

 

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EXHIBIT 99p27

 

 

SIMNA INC. CODE OF ETHICS

 

SCOPE AND PURPOSE

 

This Code of Ethics (the “Code”) for Schroder Investment Management North America Inc. (“SIMNA Inc.” or the “Adviser”), is required by The Investment Advisers Act of 1940 and the Investment Company Act of 1940.

 

The Code applies to all officers, directors and full-time employees of the Adviser (“Access Persons”). Certain part-time employees and consultants to the Adviser may also be deemed as Access Persons and subject to this Code depending on the length of their employment contract and/or their access to sensitive client and/or investment information. Sections of this Code also apply to any persons who work for the firm in a Financial Operations Principal (“FINOPs”) capacity. FINOPs are offsite persons who are associated with the firm’s affiliated broker dealer, Schroder Fund Advisors LLC (“SFA”). These individuals are deemed “Associated Persons” rather than Access Persons.

 

In carrying out their job responsibilities, all Access Persons or Associated Persons must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. In addition, all Access Persons or Associated Persons must: maintain professional integrity and behave with ethical conduct; place the interests of clients and the integrity of the investment profession above their own personal interests; use professional judgment when engaging in all professional activities and encourage peers to do the same; and behave in a manner that reflects well on themselves and Schroders.

 

Any breach by an Access Person or Associated Person of the laws, regulations and procedures outlined in the Code will be deemed to be a violation of the terms of his or her employment and may result in disciplinary action and/or dismissal, in addition to any other penalties or liabilities resulting from such violation.

 

PERSONAL TRADING

 

All employees deemed to be Access Persons are subject to the restrictions contained in this Code with respect to their transactions in Covered Securities.

 

The below securities are considered Covered Securities, and therefore applicable to the personal trading restrictions and reporting policies contained herein:

 

Stocks
Bonds
Exchange Traded Funds (ETFs)
Closed end mutual funds1
Derivatives of Covered Securities, including options

 

The below securities are NOT considered to be Covered Securities, and therefore, are NOT required to be reported to Compliance:

 

US open end mutual funds that are not Schroders Funds (see Appendix D for more detail)
Money market funds
Derivatives of non-covered securities (i.e., index futures)
Unit investment trusts that are invested exclusively in open-end funds that are not Schroders Funds
Direct obligations of the U.S. Government (i.e., Treasuries).
 

1 Please note that this includes the Schroders-Hartford Securitized Income Fund. More details on this specific fund follow on the next page.

 

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Bankers’ acceptances, bank certificates of deposit, commercial paper, bitcoins, currencies, repurchase agreements and other high quality short-term debt instruments2

 

Please note that Access Persons are required to report ALL brokerage accounts that hold or have the ability to hold Covered Securities.

 

PRE-CLEARANCE

 

Covered Securities require preclearance approval before being traded. Please see Appendix C for in-depth breakdown, including exceptions.

 

Some key notes on preclearance:

 

Preclearance is obtained via an electronic form on the MyCompliance system
Preclearance expires at the end of the same business day that it is requested
Preclearance for securities listed on non-US exchanges is valid until the close of business on the following business day in order to compensate for different time zones
It is Schroders’ policy to discourage excessive personal trading by Access Persons. As such,

all Access Persons are limited to 40 personal trades in Covered Securities per quarter.

 

Preclearance approval can be influenced by a variety of factors, including: the sensitivity of the position of the person submitting the request, principal amount of the trade, market capitalization, and trading or investment activity in the security for the benefit of clients. When submitting a preclearance request, you are required to attest that you are not in possession of any inside or material non-public information and that the requested trade does not conflict with any pending client orders that you are aware of.


NOTE: If you fail to pre-clear a transaction in a Covered Security, you may be fined and/or be subjected to a personal trading suspension. Violations of this Policy will be reported to senior management and will result in reprimands that could affect your employment with Schroders.

 

A special note on the Hartford-Schroders Securitized Income Fund:

 

In addition to preclearance, under Section 16 of the Exchange Act of 1934, these funds require additional reporting to Hartford and the SEC. Failure to comply with these preclearance and reporting requirements may result in regulatory violations. Please remember to preclear any transaction in these funds and reach out to Compliance with any questions or issues.

 

The following transactions do not require pre-clearance:

 

Transactions in an account over which the Access Person has no influence or control such as where investment discretion is delegated in writing to an independent fiduciary (“Managed Account” – see page 5).
  
Transactions which are non-volitional on the part of the Access Person (e.g., receipt of securities pursuant to a stock dividend or merger, a gift or inheritance). However, the volitional sale of securities acquired in a non-volitional manner requires pre-clearance.3
 

2 High quality short-term debt instruments 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 Organization, or which is unrated but is of comparable quality.

3 This may include where options are exercised against a call written by the Access Person or where securities are exchanged for cash or other securities as part of a business transaction.

 

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Purchases of the securities of an issuer through an automatic investment plan which makes periodic purchases (or withdrawals) automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan (“DRIP”)4. Any such plans should be reported to Compliance prior to them commencing. Any transactions in such a plan other than according to a predetermined schedule are subject to pre-clearance.

 

The receipt or exercise of rights issued by an issuer on a pro rata basis to all holders of a class of security and the sale of such rights are permitted without pre-clearance.

 

Tender of shares already held into an offer if the tender offer is open on the same terms to all holders of the securities covered by the offer.

 

Conversion of convertible securities or participation in exchange offers provided that the conversion or offer is available on the same terms to all holders.

 

Transactions in collective investment schemes offered by plans that qualify under Section 529 of the Internal Revenue Code.

 

Transactions which are automatically exercised as part of a stop-loss or limit order, provided that the parameters of stop-loss or limit order are placed when the initial trade is initiated.5

 

Additional Restrictions for Investment Staff:

 

Investment Staff are required to inform Compliance via the My Compliance system when a trade request is within their own Investment Universe, irrespective of the size of the request.

 

Investment Universe includes investments in relation to which the individual or others on the same desk have undertaken research or analysis on the security or issuer as part of that desk’s coverage, whether or not it has been held in a client portfolio, in the last 12 months; or in the case of dealers, within the dealing desk’s scope of responsibility.

 

Additionally, Investment Staff are required to inform Compliance via the My Compliance system when a trade request is in a fund managed by their desk, irrespective of the size of the request.

 

Research Analysts, Research Associates and other staff involved in the production of internal investment research (including their PCAs), are prohibited from personal trading in an issuer (and its issues) or fund which they cover, in the five business days prior, and the five business days following the issuance of research reports covering that issuer or fund.

 

When pre-clearing personal account trades in My Compliance, Investment staff must attest that they have not and will not issue a research document in the five business days prior and the five business days following, in the financial instrument in which they are seeking pre-clearance.

 

4 Please note that the Access Person must speak with Compliance prior to setting up a Dividend Reinvestment Plan. While these automated transactions are not subject to preclearance, special rules relating to the holding policy may be in effect for some of these transactions. Please speak with Compliance for more detail.

 

5 Please note that the use of Stop Loss limits within the 60 day holding period are permitted ONLY if the details of the Stop Loss Order are disclosed to Compliance at the time of the preclearance request.

 

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INITIAL PUBLIC OFFERINGS

 

If you wish to purchase an initial public offering, you must obtain permission from the Chief Compliance Officer. In such cases, an Access Person would submit a trade request via MyCompliance which will be routed for Compliance review. Once approved, the Access Person will receive a notice from the MyCompliance system.

 

HOLDING PERIODS

 

All Access Persons are strongly advised against short-term trading and are prohibited from making trades that expose them to material open-ended liabilities. This includes CFD investing, spread betting and leveraged account management without putting an appropriate stop-loss mechanism in place. Short selling in Covered Securities is prohibited.

 

Any Access Persons who appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades.

 

All Covered Securities are subject to a 60 calendar day holding period. Securities may not be sold within 60 days of any purchase in the security, regardless of how long ago the initial investment was made. First in, first out does not apply. The Chief Compliance Officer has exemptive authority to override the 60 day holding policy for good cause shown.

 

Schroders plc shares purchased in the market (rather than forming part of a remuneration award) are subject to a one-year holding period.

 

Please note that while Schroders Funds (“Reportable Funds” – Listed in Appendix D) are NOT subject to preclearance, they ARE subject to this 60 day holding policy.

 

A NOTE ON OPTIONS

 

Options trading is subject to the aforementioned preclearance and 60 day holding policies. Further detail follows:

 

Listed Call Options: You may purchase a listed call option only if the call option has a period to expiration of at least 60 days from the date of purchase and you hold the call option for at least 60 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 60 days.

 

Covered Calls: You may sell (or “write”) a call option only if you have held the underlying security (in the corresponding quantity) for at least 60 days.

 

Listed Put Options: You may purchase a listed put option only if the put option has a period to expiration of at least 60 days from the date of purchase and you hold the put option for at least 60 days prior to sale.

 

If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 60 days.

 

Selling Puts: You may sell (or “write”) a put only if you have held the underlying security (in the corresponding quantity) for at least 60 days.

 

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COVERED ACCOUNTS

 

A Covered Account is an account in which you are capable of purchasing Covered Securities, or an account in which you own a beneficial interest (except where you have no influence or control). This includes IRA accounts as well as any 401k account held from a former employer that holds a Covered Security, such as stock of the former employer. Covered Accounts are covered by this policy and are subject to the aforementioned preclearance and holding policies.

 

Accounts held by your spouse (including his/her IRA or 401k accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered Covered Accounts, as are any other accounts over which you exercise investment discretion. In addition, accounts maintained by your domestic partner6 are Covered Accounts under this Policy.


All US-based personnel are required to maintain their Covered Accounts at an Approved Broker as listed in Appendix B unless otherwise exempted for unique circumstances. If an Access Person is permitted to maintain a Covered Account with a non-Approved Broker, the Access Person assumes the responsibility to manually report their transactions in Covered Securities and upload quarterly account statements directly in the MyCompliance system.

 

Persons on secondment from London or other offices may apply to Compliance for a waiver of the requirement to maintain their Covered Accounts at a US Approved Broker.

 

Robo-Advisors are only permissible only if they are Managed Accounts (more below). Apps which allow you to select specific covered securities for transactions (i.e., Robinhood) are not permitted.

 

MANAGED ACCOUNTS


A Managed Account is an account over which the Access Person has no direct or indirect influence or control. Managed Accounts are still considered Covered Accounts and must be reported to Compliance. Compliance cannot approve a Managed Account until an official discretionary letter from the broker is received which expressly states that the Access Person does not have any investment discretion. Compliance must have a discretionary letter on file for each Managed Account and will request an updated letter periodically. It is the employee’s responsibility to ensure the broker provides these updated letters. Access Persons with managed accounts will also be required to complete an annual attestation confirming that they did not direct any investment decisions during the year.

 

Since the Access Person does not have any investment discretion on Managed Accounts, transactions in these accounts are not subject to the preclearance and holding policies; however, Compliance will conduct periodic reviews to check the transactions in Managed Accounts against the Global Stop List.

 

A special note on Managed Accounts:

 

Managed Accounts must be held with an Approved Broker unless you have previously been given an exemption by Compliance. For new hires, any accounts that the Access Person has held prior to employment at Schroders that must be held with a broker outside of the Approved Brokers list must first receive approval from the Chief Compliance Officer, or his/her delegate.

 

6 A domestic partner is defined as someone that you have a personal relationship with and that you share a household with, share assets, such as personal banking accounts, brokerage accounts, with and/or share housing or childcare expenses with. If you are unsure as to whether this definition is applicable to you, please consult a member of the Compliance team.

 

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OPENING A NEW COVERED ACCOUNT

 

Employees must receive written approval from Compliance before opening a covered account with a broker. This rule applies to all new covered accounts, whether or not the employee already holds other approved accounts with the same broker. This rule also applies to Managed Accounts.

 

PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS

 

No Access Person or Associated Person may participate in any type of private placement or tax shelter without obtaining the advance consent of their direct supervisor and the Chief Compliance Officer. This request should be submitted electronically through MyCompliance and the system will route it for both line manager and compliance review. Only passive investments (without operational, management or promotional duties) may be permitted.

 

Additional capital calls of an already approved private vehicle and/or exiting a private placement or tax shelter, whether by sale or redemption, do not need to be approved but must be reported to Compliance in the Access Person’s next quarterly transactions report.

 

No Access Person or Associated Person who is a Registered Representative licensed with FINRA under the supervision of SFA may receive selling compensation in connection with a private securities transaction or tax shelter not offered through SFA. Any Access Person or Associated Person engaged in selling activity other than in connection with his or her duties as a Registered Representative must obtain prior permission in writing from his or her supervisor and the Chief Compliance Officer.

 

REPORTING REQUIREMENTS

 

All personnel are required to complete various filings that are due at certain times of the year. Access Persons will receive notification of these filings and their respective deadlines via MyCompliance. Failure to comply with these time sensitive filings will result in a violation of the Code of Ethics.

 

INITIAL REPORTING

 

No later than 10 calendar days after joining the Adviser, each Access Person must provide Compliance with a list of every Covered Security that s/he owns. The information provided must be

current as of a date no more than 45 days prior and must include the title of the security; the exchange ticker symbol or CUSIP; and the number of shares owned (for equities) or principal amount (for debt securities). Access Persons may provide account statements in place of a written list.

 

Unless approved by the Chief Compliance Officer, all new Access Persons who maintain Covered Account(s) with brokers that are not on the list of Approved Brokers will have to move their accounts within a reasonable timeframe established by Compliance upon their hire. The Chief Compliance Officer will only allow an Access Person to keep a Covered Account with a broker outside of the Approved Brokers list in extenuating circumstances. In such instances, the Access Person owns the responsibility of manually reporting all transactions in Covered Securities and uploading quarterly statements into the MyCompliance system.

 

QUARTERLY REPORTS

 

No later than 30 days after the end of each calendar quarter, each Access Person will provide Compliance with a report of all transactions in Covered Securities in the quarter. All information requested on the form issued via MyCompliance must be provided.

 

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Please note that transactions in shares of Reportable Funds7 must be reported at this time.

 

ANNUAL REPORTS

 

Within 45 days after the end of the calendar year, each Access Person must report all his/her holdings in Covered Securities as at December 31 of that year. All information requested on the form issued via MyCompliance must be provided.

 

KNOWLEDGE OF THE CODE AND ANNUAL CERTIFICATION

 

Each Access Person is responsible for understanding the provisions of this Code. Access Persons will certify, at least annually, that s/he has reviewed the current version of this Code and has complied with its standards. The Code is maintained on the internal Compliance website.

 

SELF-REPORTING OF VIOLATIONS

 

Access Persons and Associated Persons have an obligation to review their own trading to ensure that they have acted in compliance with the provisions of this Code. To the extent that such person determines that s/he has executed a transaction not in compliance with this Code, that person has an obligation to promptly report the violation to the Chief Compliance Officer.

 

GRANTING OF EXCEPTIONS

 

The Chief Compliance Officer and the General Counsel may, on a case-by-case basis, grant exceptions to any provision under this Code for good cause. Any such exceptions and the reasons for granting them will be maintained in writing by the Chief Compliance Officer and presented to the Board of Directors of the Adviser at the next scheduled meeting.

 

7 Transactions in Reportable Funds in the Schroders 401(k) and SERP plans do not need to be reported as Compliance monitors this information outside of the MyCompliance system.

 

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Adopted:October 1, 1995
Amended:May 15, 1996

May 1, 1997

June 12, 1998

June 2, 1999

March 14, 2000

August 14, 2001

June 23, 2003

October 23, 2003

December 9, 2003

May 11, 2004

January 14, 2005

December 5, 2005

March 6, 2006

September 14, 2007

September 14, 2009

March 9, 2010

June 12, 2012

June 18, 2013

June 12, 2014

May 20, 2015

September 30, 2015

May 1, 2017

December 31, 2017

May 1, 2019

April 30, 2020

September 14, 2021

 

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APPENDIX A OF THE CODE OF ETHICS – APPROVERS

 

In the event that the MyCompliance system is not accessible, the US Compliance team is authorized to preclear personal transactions.

 

Compliance email: ussimcomp@schroders.com

 

MyCompliance: https://my.schroders.com/SitePages/Start.aspx (under the “Apps” section)

 

 

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APPENDIX B OF THE CODE OF ETHICS – APPROVED BROKERS

 

Alliance Bernstein

Charles Schwab

Citibank

E*Trade

Fidelity

Goldman Sachs

Interactive Brokers

JP Morgan Securities / Private Bank

Lending Club8

Merrill Lynch

Morgan Stanley Smith Barney

Royal Bank of Canada (RBC)

TD Ameritrade

Vanguard

Wells Fargo

 

8 Lending Club (and other peer-to-peer lending accounts) where the employee is the lender must be disclosed via the “Outside Activity” section of MyCompliance. Please note that these accounts require line manager approval prior to being opened.

 

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APPENDIX C OF THE CODE OF ETHICS – RULE SET

 

Security Type Requires
preclearance?
Subject to 60 day holding
period?
Equities Yes Yes
Broad based Exchange Traded Funds on major market indices No No
All other ETFs Yes Yes
Derivatives Yes Yes
Fixed Income securities Yes Yes
US Open ended Mutual Funds - (other than Reportable Funds) No No
Non US Open ended Mutual Funds - (Not managed by the Adviser or an affiliated adviser ) Yes Yes
Reportable Funds and Non-US funds managed by Schroders (outside of your Schroders 401k) No Yes
Closed end Funds Yes Yes
Initial Public Offerings Yes Yes
Private Placements Yes n/a
Non-volitional dividend reinvestment transactions and corporate action elections for which formal public documents are issued No n/a
Schroders plc shares, purchased outside of a remuneration package Yes Yes, one year
Direct obligations of the US Government No No
Bankers acceptances, commercial paper, repurchase agreements, bitcoins, currencies No No
Crowdfunding & Crowdsourcing – non security based No No
Crowdfunding & Crowdsourcing – security based Yes Yes

 

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APPENDIX D OF THE CODE OF ETHICS – REPORTABLE FUNDS

 

Affiliated Investment Companies Advised by SIMNA Inc.

The Swiss Helvetia Fund, Inc.

Schroder Long Duration Investment-Grade Bond Fund

Schroder Core Bond Fund

 

Affiliated Investment Companies Sub-Advised by SIMNA Inc.

Brighthouse Fund Trust I – Schroders Global Multi-Asset Portfolio

Brookfield Real Assets Income Fund

Hartford Climate Opportunities Fund

Hartford Schroders China A Fund

Hartford Schroders Emerging Markets Multi-Sector Bond Fund

Hartford Schroders Opportunistic Income Fund

Hartford Schroders Securitized Income Fund

Hartford Schroders Tax-Aware Bond Fund

Hartford Schroders Tax-Aware Bond ETF

Hartford Schroders International Multi-Cap Value Fund

Hartford Schroders International Stock Fund

Hartford Schroders Emerging Markets Equity Fund

Hartford Schroders US Small Cap Opportunities Fund

Hartford Schroders US MidCap Opportunities Fund

LVIP Invesco Select Equity Income Mgd Vol

LVIP American Century Select Mid Cap Mgd Vol

LVIP JPMorgan Select Mid Cap Value Mgd Vol

LVIP Blackrock Dividend Value Mgd Vol

LVIP MFS International Equity Mgd Vol

LVIP Multi-Manager Global Equity Mgd Vol

LVIP Blended Large Cap Growth Mgd Vol

LVIP SSGA Global Tactical Mgd Vol

LVIP Blended Mid Cap Mgd Vol

LVIP SSgA International Mgd Vol

LVIP SSgA Large Cap Mgd Vol

LVIP SSGA SMID Cap Mgd Vol

LVIP Clearbridge QS Select Large Cap Mgd Vol

LVIP Dimensional International Equity Mgd Vol

LVIP Dimensional U.S. Equity Mgd Vol

LVIP Franklin Templeton Global Equity Mgd Vol

LVIP Fidelity Institutional AM Select Core Equity Mgd Vol

Morgan Stanley Pathway Funds – International Equity Investments

PFM Multi-Manager International Equity Fund

Russell Investment Company Strategic Bond Fund

 

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Russell Investment Company Investment Grade Bond Fund

Russell Investments Funds Strategic Bond Fund

SEI Institutional Investments Trust - SIIT Opportunistic Income Fund

Sunamerica Series Trust - SA Schroders VCP Global Allocation Portfolio

Seasons Series Trust – SA Multi-Managed International Equity Portfolio

Seasons Series Trust – SA Multi-Managed Small Cap Portfolio

Strategic Advisers Emerging Markets Fund

Vanguard International Explorer Fund

Vanguard International Growth Fund

Vanguard Variable Annuity Plan

Variable Portfolio Partners – International Core Equity Fund

Wilmington Funds - Wilmington Multi-Manager International Fund

 

APPENDIX E OF THE CODE OF ETHICS - INSIDER TRADING POLICY

 

It is a violation of United States federal law and a serious breach of the Adviser’s policies for any Access or associated person to trade in, or recommend trading in, the securities of an issuer for his/her personal gain, or on behalf of the firm or its clients, while in possession of material, non-public information (“MNPI”) which may come into his/her possession either in the course of performing his/her duties, or through a breach of any duty of trust and confidence.

 

Such violations could subject you, the Adviser, and its affiliates, to significant civil and criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of the Adviser. Tippees (i.e., persons who receive MNPI) may also be held liable if they trade or pass along such information to others.

 

Further, it is a violation of anti-fraud provisions of the Advisers Act for Access Persons or Associated Persons who are aware of transactions being considered for clients, or are aware of the portfolio holdings in the reportable funds to which the Adviser (or an affiliate) acts an adviser, to disclose such information to a party who has “no need to know” or to trade on such information for personal gain by, among other things, front-running or market timing.

 

The US Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”) requires all broker-dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of MNPI.

 

The provisions of ITSFEA apply both to trading while in possession of such information, and to communicating such information to others who might trade on it improperly.

 

MATERIALITY

 

Material information about transactions that the Adviser undertakes on behalf of clients is proprietary to the firm. Use of that information by Access and associated persons in personal securities dealings—or communication of the information to others with the expectation that they will trade--violates the duties that Access and associated persons owe to the Adviser and its clients.

Information that Access Persons and Associated Persons obtain through research, or through communications with issuers on behalf of the Adviser, belongs to the Adviser and may not be used in connection with personal securities transactions other than in compliance with the personal securities transactions provisions of this Code of Ethics.

 

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Where Access Persons or Associated Persons receive information from issuers or research providers that they believe is material and non-public in the course of their duties for the Adviser, they must immediately notify the General Counsel or Chief Compliance Officer.

 

Information which emanates from outside an issuer, but may affect the market price of an issuer’s securities, can also be MNPI. For example, material, non-public information can originate within the Adviser itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed by the Adviser itself on behalf of clients.

 

MNPI can also be obtained from knowledge about a client that a person has discovered in his/her dealings with that client. MNPI pertaining to a particular issuer could also involve information about another issuer that has a material relationship to the issuer, such as a major supplier’s decision to increase its prices. Moreover, non-public information relating to portfolio holdings in a Reportable Fund should not be used to market-time or engage in other activities that are detrimental to the Reporting Fund and its shareholders.

 

In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows, or has reason to know, that the information is non-public and has been acquired, directly or indirectly, from the person making, or planning to make, the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company.

 

This rule prohibits not only trading, but also the communication of MNPI relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the MNPI. All staff is subject to the Global Market Abuse Policy which provides further guidance on what may be regarded as abusive behaviors.

 

PROCEDURES AND RESPONSIBILITIES

 

Please see Compliance’s Market Abuse Policy located on the Compliance intranet page for prohibitions regarding persons who acquire MNPI.

 

PENALTIES

 

Penalties for trading on or communicating MNPI are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include:

 

1)civil injunctions;

 

2)disgorgement of profits;

 

3)treble damages – fines for the Access Person or Associated Person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited;

 

4)fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times the profit gained or loss avoided; and

 

5)imprisonment.

 

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SPECIAL PROVISIONS FOR TRADING IN SCHRODERS PLC

 

Special restrictions apply to trading in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have MNPI:

 

1.Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law.

 

2.Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the UK Staff Dealing Rules. These can be found on the Group Compliance intranet page. A trade request must be submitted via MyCompliance and approved by the UK Corporate Secretariat prior to trading.

 

STOP LIST

 

Schroders maintains a Global Stop List that includes company securities for which one or more persons at the Adviser and its affiliates may hold price sensitive information. The Stop List locally is maintained by the US Compliance team.

 

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EXHIBIT 99p28

 

 

 

 

Schroder Investment Management North America Limited

 

Code of Ethics

 

January 2022

 

Contents

 

  1.1 Scope and Purpose 3
       
  1.2 Access Persons 3
       
  1.3 Ethics 3
       
  1.4 Statement of Policies 4
2
1.1Scope and Purpose

 

This Code of Ethics applies to:

 

All officers, directors and employees of Schroder Investment Management North America Limited (“SIMNA Ltd”), and all persons who are Access Persons (as defined below) of SIMNA Ltd or its branches (together, “supervised persons)”.

 

Set forth below is the Code of Ethics as required by US regulation.

 

The objective of the Code of Ethics is to ensure that all business dealings and securities transactions undertaken by Access Persons, whether for clients or for personal purposes, are subject to the highest ethical standards. The Code of Ethics refers to the relevant Group Policies, as summarised below, which set the standards which must be followed by all supervised persons, as well as additional requirements for SIMNA Ltd’s Access Persons.

 

1.2Access Persons

 

Employees of SIMNA Ltd are ‘Access Persons’ if they meet the following criteria:

 

Access Person: means any director or officer of SIMNA Ltd, and any employee who is an Advisory Person (see below) or any employee 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 US advisory client.

 

Advisory Person is any employee of SIMNA Ltd or its affiliates who, in connection with his/her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of an investment on behalf of any US advisory client managed by SIMNA Ltd, information regarding securities under consideration for purchase or sale on behalf of such clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales.

 

1.3Ethics

 

Ethics may be defined as a set of values that guide individual behaviour. Commonly agreed-upon ethical values include accountability, fairness, honesty, loyalty, reliability and trustworthiness.

 

Rules and regulation set out standards that must be followed; however rules can’t encompass every possible situation that may occur in day-to-day business. Ethical behaviour involves not only complying with the letter of the law but also complying with the spirit of the law.

 

Ultimately ethical behaviour begins and ends with the individual, and codes of conduct, ethical training and the various ethical tools used by the firm to strive to improve ethical behaviour at the individual level.

 

Ethical behaviour is strongly influenced by the corporate culture. A company that values and rewards ethical behaviour is less likely to encounter violations of ethical conduct. Ethical behaviour also reduces exposure to potential liabilities and sanctions for breach of regulatory rules and regulations.

 

The Code of Ethics is based upon ethical principles of trust, integrity, justice, fairness and honesty.

3

Supervised persons must:

·Use proper care and exercise professional judgement
·Conduct themselves with trustworthiness and integrity and act in an honest and fair manner.
·Encourage others to conduct themselves in a professional manner
·Act in accordance with the relevant rules and regulations
·Report any violations of this Code of Ethics promptly to the SIMNA Ltd CCO
·Hold clients’ information in the strictest confidence.
·Acknowledge in writing receipt of the Code and any amendments thereto

 

The FCA set principles that firms must follow when conducting business:

 

·A firm must conduct its business with integrity.
·A firm must conduct its business with due skill, care and diligence.
·A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
·A firm must maintain adequate financial resources.
·A firm must observe proper standards of market conduct.
·A firm must pay due regard to the interests of its customers and treat them fairly.
·A firm must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.
·A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.
·A firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgment.
·A firm must arrange adequate protection for clients’ assets when it is responsible for them.
·A firm must deal with its regulators in an open and cooperative way, and must disclose to the appropriate regulator appropriately anything relating to the firm of which that regulator would reasonably expect notice.

 

Additionally employees must follow the Conduct Rules, of which there are two tiers dependings on the individuals role:

·Individual Conduct Rules apply to all staff (except anciliary staff such as cleaners), including Certified Persons (who may be based overseas)
·Senior Manager Conduct Rules.apply to Senior Managers only.

 

Full details on the specific rules can be found in the Conduct Rules Policy.

 

1.4Statement of Policies

 

It is SIMNA Ltd’s policy to encourage an environment where all employees are aware of the firm’s obligations and have utmost consideration for what is in the clients best interests. All communications with clients must be clear, accurate and made in a timely manner. All material information must be fully and clearly disclosed.

 

SIMNA Ltd implements its Code of Ethics through its Group Policies; the most relevant ones being:

 

Conflicts of Interest

The Group Conflicts of Interests Policy gives guidance on the identification, prevention, management and appropriate disclosure (measure of last resort) of conflicts of interest that arise or might arise in the course of carrying out our business, and which might entail a material risk of damage to the interests of:

·One or more of our clients;
4
·Our ongoing activities in all markets we operate and/or
·Our reputation

Conflicts may arise in situations where client relationships may tempt preferential treatment, e.g., where account size or fee structure would make it more beneficial for the adviser to allocate certain trades to a particular client.

 

Gifts and Entertainmant

The Group Gifts and Entertainment Policy gifts and entertainment given and received, including charitable donations. The giving and receiving of gifts and entertainment by Schroders’ staff may give rise to actual, potential or perceived conflicts of interest. The giving and receiving of gifts and entertainment, whether allowable or not, are examples of (non-monetary) inducements. This policy should be read together with the Group Conflicts of Interest Policy, the Group Financial Crime Policy and the Group Inducements Policy.

 

Personal Account Dealing

The Group Personal Account Dealing Policy sets out Schroders’ principles governing personal account dealing in financial instruments, including Schroders plc shares. The policy reinforces the Group’s high standards of integrity, and provides a framework for employees to comply with regulations on prevention of market abuse and avoid or manage relevant conflicts of interest, in relation to personal investment activities. The policy also provides guidance and procedures for Access staff to follow regarding their quarterly and annual transaction and position reporting.

 

The policy details the personal account dealing requirements for SIMNA Ltd’s Access Persons, including:

·repporting obligations (post trade, initial declaration, quartertly and annual reports); and
·requirements which apply to all employees including a list of permissible investments and the pre-approval of the purchase a security in an initial public offering or in a limited offering.

 

Political contributions

The SEC has determined that political contributions made by advisers to candidates or officials of US State and US local governments can undermine the fairness of the selection process for investment management services by those US State and US local governments. As part of its effort to avoid the appearance of unfairness, the SEC promulgated rules that prohibit an adviser from providing investment advisory services for compensation to a US State or local government entity within two years after that adviser or any of its “covered associates” has made a contribution to a candidate for office to such a US State or local government entity that is in a position to influence the selection or retention of the investment adviser for its advisory services.

 

The Group Inducements Policy bans political donations on behalf of Schroders or in connection with Schroders business and requires staff to seek preapproval from Compliance before making any political donations related to a candidate running or in poltical office in the United States.

 

External Appointments

The Group External Appointments Policy seeks to ensure that if staff of the Schroders Group are asked to join the board of, or take up a similar role with, an external organisation, that this does not result in:

·Any potential conflict of interest
·A risk to SIMNA Ltd or its clients
·The member of staff not being able to fully discharge their respobsiblities to SIMNA Ltd and its clients

 

Market Abuse

The Group Market Abuse Policy sets out Schroders position in relation to Market Abuse; the inappropriate use or disclosure of inside information, or the manipulation or distortion of the market.

5

It underlines the Group’s lack of tolerance of any form of Market Abuse and sets out the standards expected and the relevant controls.

 

Whistleblowing

Whistleblowing is the reporting of concerns or suspected wrongdoing by a member of staf or an external third party (for example a client, custodian, supplier, service provider, intermedary or a broker). The key principles of this policy are:

 

·To encourage staff to report suspected wrongdoing, impropriety or unethical behaviour as soon as possible, in the knowledge that all concerns will treated confidentially (staff can request to remain anonymous), taken seriously and investigated fully.
·To provide staff with guidance as to how to raise those concerns, including how to do this anonoymously.
·To reassure staff that they are protected from detrimental treatment (for example dismissal, disciplinary action or unfavourable treatment) provided that disclosurea are made in good faith and in the belief that the information and any allegation made is true.
·To provide a mechanism through which Schroders can investigate relevant disclosures made by external parties.

 

Should a staffmember become aware of any conduct which they believe may constitute a violation of this Code, the law, or any SIMNA Ltd policy, the member of staff must promptly report this to the UK Head of Asset Management Compliance or the Chief Compliance Officer or their designee. All information about potential or suspected violations reported will be investigated and the identity of the reporting person will be kept confidential.

 

Adopted: October 1, 1995
Amended: May 15, 1996
  May 1, 1997
  June 12, 1998
  June 2, 1999
  March 14, 2000
  August 14, 2001
  July 25, 2003
  December 9, 2003
  January 26, 2005
  July 15, 2010
  December 23, 2010
  May 2012
  May 2015
  June 2016
  November 2017
  April 2020
  January 2021
6

EXHIBIT 99p29

 

 

Appendix A: Code of Ethics

 

Veritas Asset Management LLP (“VAM”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of the U.S. Federal Securities Laws as applicable to registered investment advisers to managed accounts and unregistered pooled investment vehicles.

 

Under U.S. regulations, Rule 204A-1 under the Investment Advisers Act 1940 (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 require every adviser and sub-adviser to a U.S. registered investment company and every registered investment adviser (under the Advisers Act) to adopt, among other things, a written Personal Trading Policy. In the U.S. this is termed a Code of Ethics Policy. The Code is to contain provisions reasonably designed to prevent Access Persons from engaging in any conduct prohibited by the rules. This policy applies to all Access Persons (as defined herein) and prohibits them from engaging in fraudulent, deceitful or manipulative practices in connection with the purchase or sale of a security or to be acquired by mutual funds or client portfolios.

 

In addition to the general policies set forth by the Code with respect to the ethical obligations of VAM and its supervised persons, the Code contains specific Personal Securities Transaction Policies designed to ensure that our personal and proprietary investing activities do not interfere with the best interests of our Clients and maintains a Policy Statement on Insider Trading and related procedures designed to prevent the misuse of material, non-public information which can be found in Appendix M. 1

 

Provisions of General Applicability

 

1. Standards of Business Conduct

 

When our Clients invest money through us, they look to us as their fiduciary. We value the confidence and trust placed in us by our Clients, including individual accounts as well as unregistered pooled investment vehicles managed by VAM and, as relevant, investors in such vehicles, (collectively, “Clients”) and believe that our reputation for integrity and professionalism is a vital business asset. We seek to protect that reputation. To further that goal, we have adopted and implemented policies and procedures (including this Code) to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to our Clients.

 

As a fiduciary, VAM has affirmative duties of care, honesty, loyalty and good faith to act in the best interests of our Clients. Our Clients’ interests are paramount and must always come before our personal interests. Our Access Persons and Supervised Persons are also expected to behave as fiduciaries with respect to our Clients. This means that each must render disinterested advice, protect Client assets (including nonpublic information about a Client or a Client’s account) and act always in the best interest of our Clients. We must also strive to identify and avoid conflicts of interest; however, such conflicts may arise.

 

Access Persons and Supervised Persons must not:

 

employ any device, scheme or artifice to defraud a Client
   
make to a Client any untrue statement of material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading
   
engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Client
   
engage in any manipulative practice with respect to a Client;
   
use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a Client; or
   
conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to Clients as a fiduciary

 

To assure compliance with these restrictions and the Federal Securities Laws, we have adopted and agreed to be governed by the provisions of this Code in addition to any other applicable compliance policies and procedures maintained by VAM. However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and other applicable compliance procedures.

 

 

1 VAM also maintains additional compliance policies and procedures which may be contained in VAM’s Compliance Manual adopted pursuant to Rule 206(4)-7 under the Advisers Act. Whether or not a particular procedure is listed, VAM and its Supervised Persons are required to comply with all relevant compliance policies and procedures.

1

 

Should you have any doubt as to whether this Code applies to you, you should contact the CCO.

 

2. Definitions

 

As used in the Code, the following terms have the following meanings:

 

A.Access Persons include (1) any director, officer, member or partner (as applicable) of VAM; (2) any Supervised Person of VAM who: (a) has access to nonpublic information regarding any clients’ purchase or sale of securities or (b) is involved in making securities recommendations to clients or who has access to such recommendations as are nonpublic; and (3) any other person who the CCO determines to be an Access Person. For the avoidance of any doubt, all VAM staff are deemed to be Access Persons, given the size of the firm.

 

B.Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan (DRIP).

 

C.Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be “beneficial ownership” as used in Rule 16a-1(a)(2) under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). However, any transactions or holdings reports required by the Personal Securities Transactions Policies contained in this Code may include a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security or securities to which the report relates.

 

D.Chief Compliance Officer or CCO means VAM’s Chief Compliance Officer as designated on Form ADV Part 1 or the CCO’s designee, as applicable.

 

E.Federal Securities Laws means: (1)the U.S. Securities Act of 1933, as amended (“Securities Act”);(2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) the U.S. Investment Company Act of 1940, as amended; (5) the Advisers Act; (6) title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.

 

F.Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Exchange Act Sections 13 or 15(d).

 

G.Limited Offering means an offering that is exempt from registration under Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504 or 506. For greater clarity, Limited Offerings of securities issued by any private collective investment vehicle or unregistered hedge fund advised by VAM are included within the term Limited Offering.

 

H.Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

 

I.Reportable Security means any security (including derivatives, options, warrants regardless of whether listed or not and any other instrument whereby the price of the instrument is directly affected by the price of an underlying share), except: (i) direct obligations of the U.S. Government (e.g. treasury securities); (ii) direct obligations of the U.K. Government (e.g. Gilts, Premium Bonds, Savings Certificates and Bonds issued by National Savings and Investments;); (iii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as 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); (iv) shares issued by U.S. money market funds registered under the Investment Company Act; (v) shares issued by open- end funds registered under the Investment Company Act [with the exception of any U.S. registered investment company advised or sub-advised by VAM].

 

J.Security Held or to be acquired means any Reportable Security which, within the most recent fifteen (15) calendar days, seven days before the trade date, and seven days after a trade date, (1) is or has been held by a Client, or (2) is being or has been considered by a Client or the Adviser for purchase by a Client. This definition also includes any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

 

K.Supervised Person of VAM means any partner, member, officer, director or employee of VAM; and any other person who provides investment advice on behalf of VAM and is subject to the supervision and control of VAM. Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.
2

 

3. General Policies and Restrictions
   
A.Gifts. Access Persons must not give or accept gifts in contravention of VAM’s stated Gifts and Hospitality policy from or to any entity doing business with or on behalf of VAM. Gifts accepted in violation of this policy shall be forfeited, if practicable, and/or dealt with in any manner determined by the CCO to be appropriate and in the best interests of our Clients.

 

B.Fair Treatment. Access Persons must avoid taking any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance policies and procedures designed to detect, prevent and mitigate such conflicts.

 

C.Conflicts of Interest. Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, information barrier procedures may be utilized to avoid potential conflicts of interest.

 

D.Service as Outside Director, Trustee or Executor. Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval. In the event such a request is approved, information barrier procedures may be utilized to avoid potential conflicts of interest. Other than by virtue of their position with VAM or with respect to a family member, no Access Person may serve as a trustee, executor or fiduciary. Similarly, Access Persons may not serve on a creditor’s committee outside of their duties with VAM. In appropriate circumstances, the CCO may grant exemptions from this provision provided that the CCO is satisfied that such an exemption will not present a conflict of interest with any VAM client or, if such a conflict is presented, the conflict may be adequately addressed through application of the information barrier procedures.

 

E.Reporting Violations. Any Access Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons may make these reports anonymously and no adverse action shall be taken against an Access Person making such a report in good faith.

 

F.Waivers. The CCO may grant waivers (notwithstanding the need to comply with the rules) of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers of policy.

 

G.Application of Code to CCO. No Access Person may pre-clear his or her own trades, review his or her own reports or approve his or her own exemptions from this Code. When such actions are to be undertaken with respect to the CCO, the Chief Operating Officer (Richard Grant) will perform such actions as are required of the CCO under the Code.

 

4. Code Notification and Access Person Certifications

 

The CCO shall deliver a copy of the Code to each Access Person initially and annually. Additionally, each Access Person will be provided a copy of any Code amendments. After initially reading the Code or amendment, each Access Person shall make the certification contained in Appendix B-1. Thereafter, on an annual basis and upon any amendments, each Access Person shall attest to the CCO via email that they have read, accept and understand the Code. Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time. To the extent that any Code-related training sessions or seminars are held, the CCO shall keep records of such sessions and the Access Persons attending.

 

5. Review of Reports Required by the Code

 

A.Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis.
   
B.Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and report violations the CCO determines to be “major” to the Managing Partners with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he or she deems to be appropriate. However, sanctions more severe than a warning or censure must be approved by the Managing Partners.
   
C.The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.
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D.Sanctions for violations of the Code include verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a particular Client has been harmed by the violative action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the Managing Partners.

 

6. Recordkeeping and Review

 

This Code, any written prior approval for a Reportable Securities transaction given pursuant to VAM’s Personal Securities Transactions Policies, a copy of each report by an Access Person, a record of any violation of the Code and any action taken as a result of the violation, any written report hereunder by the CCO, and lists of all persons required to make and/or review reports under the Code shall be preserved with VAM’s records, as appropriate, for the periods and in the manner required by Rule 204-2. To the extent appropriate and permissible, the CCO may choose to keep such records electronically.

 

The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review. Amendments to this Code shall be distributed as described in Section 4. In the event of a material change to the Personal Securities Transactions section of this Code, the CCO shall inform each U.S. Registered Investment Company client’s CCO of such change.

 

Personal Securities Transactions Policy

 

The personal investing activities of all Access Persons shall be conducted in a manner that shall avoid actual or potential conflicts of interest with clients. Each Access Person shall be alert to any potential conflicts of interest that may arise in conducting affairs for personal reasons and on behalf of Clients. Personal interests shall not interfere with the application of unbiased and objective judgment to the management of client portfolios. Each Access Person shall ensure that securities transactions undertaken on behalf of clients are given priority over any personal securities transactions in employee accounts.

 

For the purposes of this Personal Securities Transactions Policy, employee accounts include every account in which the employee has (1) a direct or indirect financial interest, (2) the power to vote securities, or (3) the power to dispose of securities. The following accounts are generally treated as beneficially owned by the Access Person:

 

Accounts of the Access Person
   
Accounts of the Access Person’s spouse (or other person with whom the Access Person maintains a similar relationship)
   
Accounts of the Access Person’s immediate family members – this may include any first- degree family members residing with employees etc.
   
Accounts in which the Access Person otherwise has a beneficial interest, including private collective investment vehicles (whether or not managed by VAM) in which the Access Person maintains a significant ownership interest

 

These procedures are designed to satisfy the requirements of Rule 204A-1 and to enable VAM to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons. If any Access Person is uncertain about the application of VAM’s Personal Securities Transactions Policy or potential conflicts of interest regarding this policy, the Access Person should discuss such concerns with the CCO.

 

1. Substantive Restrictions
   
A.IPO and Limited Offering Restrictions. Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval by the CCO or the CCO’s designee. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with VAM. Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four (24) hours. An Access Person who has been authorized to acquire interests in such securities must disclose their interests if involved in considering an investment in such securities for a Client. Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by Access Persons with no personal interest in the issuer.
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B.Short Swing Profits. Access Persons may not profit from the purchase and sale or sale and purchase of the same or equivalent Reportable Securities within sixty calendar days. Nothing in this restriction shall be deemed to prohibit avoidance of loss through trading within a period shorter than sixty calendar days. This prohibition applies to all Reportable Securities, not just those held in Client accounts.
   
C.Other Trading Restrictions. Access Persons may not: (1) trade on margin; (2) engage in short sales (except short sales “against the box”); (3) engage in options or futures transactions [except with respect to options or futures on securities which may not be held by any Client]; (4) place any limit order other than a same-day limit order [except with respect to securities which may not be held by any Client]; (5) hold more than 5% of the outstanding voting securities of a single company without the approval of the CCO; or (6) engage in frequent trading in securities (e.g., day trading) or improper “market timing” activities.
   
D.Forfeitures. Any profits derived from transactions in violation of paragraphs A, B, C or D, above, shall be forfeited and may be paid to one or more Clients for the benefit of the Client(s) if such a payment is determined by the CCO to be appropriate under the circumstances or to a charity determined by the Executive Partnership.
   
E.Brokerage Accounts. Access Persons must disclose all brokerage accounts to the CCO and may instruct their broker to provide timely duplicate account statements and confirms of all personal securities transactions to the CCO. This applies to all Access Person’s accounts and any which are ‘beneficially owned’ by the Access Person (please refer to the introduction of this section for scope)
   
F.Waivers. CCO may grant waivers of any substantive restriction (notwithstanding the need to comply with the rules) in appropriate circumstances (e.g. personal hardship) and will maintain records necessary to justify such waivers of policy.
   
G.Prohibition on Self-Clearance. No Access Person may pre-clear his or her own trades, review his or her own required reports or otherwise serve as the final point of review of his or her own actions. To the extent that this Code requires action by the CCO and the CCO also engages in personal securities transactions, the CCO’s responsibilities under this Code shall be carried out by another designated person with respect to any personal securities transactions of the CCO.

 

2. Pre-clearance and Reporting Procedures
   
A.Pre-clearance. Each Access Person shall obtain prior written approval from the CCO for all personal securities transactions in Reportable Securities. Access persons must also obtain prior written CCO approval for any purchases or sales of virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of an initial coin offering (“ICO”).
   
B.Pre-clearance Exceptions. Pre-clearance requirements do not apply to:

 

(a)Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

 

(b)Purchases or sales of Reportable Securities which are not eligible for purchase or sale by any Client or that is not a Security Held [as defined in Definition section 2.j];

 

(c)Purchases or sales of U.S. open-end funds, although Access Persons are reminded that improper “market timing” violates our policies and that “front-running” Client transactions on the basis of material, nonpublic inside or confidential information violates not only this Code, but our Policy Statement on Insider Trading as well as other securities laws and, if proven, is punishable by fines and other penalties;

 

(d)Purchases or sales which are non-volitional on the part of either the Access Person or the Client, including transactions in the following Reportable Securities , (i) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds; (ii) shares representing the performance of a nationally recognized index or indices; and (iii) exchange traded funds; (iv) interests in retail unit trusts and open- ended investment companies sold in the United Kingdom which Access Persons are given forward prices on both purchases and redemptions;

 

(e)Transactions in securities which are not Reportable Securities;

 

(f)Purchases which are part of an Automatic Investment Plan or DRIP;

 

(g)Purchases 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; and
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(h)Virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO.

 

Access Persons should consult the CCO if there are any questions about whether one of the exemptions listed above applies to a given transaction. We may, from time to time, maintain a “Restricted List” of securities in which Access Persons may not trade.

 

C.Required Reports.

 

1)Initial and Annual Holdings Reports. Each Access Person must submit to the CCO a report in the form attached as Exhibit A-1: (i) not later than ten (10) calendar days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on July 30th, as of a date not more than 45 days prior to the date the report was submitted.

 

Holdings reports must contain the following information:

 

(a)the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;

 

(b)the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for

 

(c)the Access Person’s direct or indirect benefit. (Note that even those accounts which hold only non-Reportable Securities, must be included); and

 

(d)the date the Access Person submits the report.

 

Brokerage statements containing all required information may be substituted for the Holdings Report Form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

 

2)Quarterly Reports. Within 30 days after the end of each calendar quarter, each Access Person must submit a report to the CCO covering all transactions in Reportable Securities in the form attached as Exhibit A-2.

 

Transactions reports must contain the following information:

 

(a)the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved

 

(b)the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)

 

(c)the price of the security at which the transaction was effected

 

(d)the name of the broker, dealer or bank with or through which the transaction was effected; and

 

(e)the date the Access Person submits the report

 

Brokerage account statements or trade confirmations containing all required information may be substituted for the attached form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

 

3)On at least a quarterly basis, within 30 days after the end of a calendar quarter, an Access Person must inform the firm of any new trading accounts opened during the preceding quarter.

 

Brokerage reports must contain the following information in the form attached as Exhibit A-2:

 

(a)the name of the broker, dealer, or bank with whom the account was established;
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(b)the date the account was established; and

 

(c)the date that the report was submitted by the Access Person.

 

D.Exceptions to Reporting Requirements. The reporting requirements of Section 2.C. apply to all transactions in Reportable Securities other than:

 

1)transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and

 

2)transactions effected pursuant to an Automatic Investment Plan or DRIP

 

E.Duplicate Statements and Confirms. Each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, may choose to arrange that the broker shall mail directly to the CCO at the same time they are mailed or furnished to such Access Person

 

1)duplicate copies of broker trade confirmations covering each transaction in a Reportable Security in such account and

 

2)copies of periodic statements with respect to the account.

 

Exhibit A-1: Initial/Annual Securities Holdings Report

 

This form must be completed by each Access Person within 10 days of becoming an Access Person and on the 30th July each calendar year thereafter.

 

The following list, which is current as of the date indicated below, accurately reflects my current personal securities holdings in which I have a direct or indirect beneficial interest:

 

Security (including ticker/CUSIP as applicable)

 

No. of Shares

 

Principal
Amount

 

Broker/Dealer or Bank Through

Whom Account is Held

 

       
       
       
       
       
       
       
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The chart above (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities holdings of securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

 

I have an account or accounts, over which I have direct or indirect influence or control, in which securities which are not listed above are held for my direct or indirect benefit as of the date below with the following brokers, dealers or banks:

 

 
 
 
 
Dated:    

 

Signature:    

 

Exhibit A-2: Quarterly Transactions and Brokerage Account Report

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VERITAS ASSET MANAGEMENT LLP

 

Quarterly Transactions and Brokerage Account Report

 

For the Calendar Quarter Ended September 2021

This form must be completed by each Access Person within 30 days following the end of each calendar quarter.

PLEASE NOTE – If you have not done so already, please forward your executed deal confirms to Compliance with this form

 

In accordance with Rule 204A-1 (the “Rule”) under the Investment Advisers Act of 1940, I am considered to be an “access person” of Veritas Asset Management LLP (“VAM”) and subject to the Rule’s terms and conditions. The Rule requires periodic reporting of my personal securities transactions and holdings, including those of individuals (e.g. spouse and other family members) to whom I have influence or discretion over their investment decision, to be made to VAM. However, as specified in the Rule, I am not required to submit any report with respect to securities held in accounts over which I have “no direct or indirect influence or control.”

 

Transaction Reporting

During the quarter referred to above, the following transactions were effected in Reportable Securities in which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the VAM Code of Ethics:

 

Security (with ticker/CUSIP as
applicable) Please also include NON
executed trades that you received
approval for
Date of
Transaction
No. of Shares or
Principal Amount
Buy,
Sell,
Other
Total Amount Executing Bank or
Broker/Dealer
           

 

This report (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities transactions in securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

 

New Accounts

o During the quarter referenced above, I established a new account(s) in which securities were held during such quarter for my direct or indirect benefit as listed below.
o During the quarter referenced above, I did not establish any new accounts.

 

Name of Broker, Dealer or Bank Account Name Date Account Established Relationship to Broker
(independent professional,
friend, relative etc.
I have discretion
over the
account(Y/N)
         

 

My relationship to the Broker(s), noting that the disclosure of certain relationships, such as those that involve family, friends or affiliated firms, may require additional confirmation, review and monitoring to confirm that I am not directing the account via such a relationship;

 

By signing below, I acknowledge and certify that:

 

  1. I had no direct or indirect influence or control over the Accounts;
  2. If my control over the Accounts should change in any way, I will immediately notify you in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule;
  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 VAM’s Chief Compliance Officer
  4. I did not suggest that the Broker make any particular purchases or sales of securities for the Accounts during the period Q3 2021;
  5. I did not direct the Broker to make any particular purchases or sales of securities for the Accounts during the period Q3 2021; and
  6. I did not consult with the Broker as to the particular allocation of investments to be made in the Accounts during the period Q3 2021.
     
    Access persons completing this certification on an annual basis, also acknowledge and certify the following:
  7. I did not direct or suggest any purchases or sales of specific securities for the Accounts during the period Q3 2020 – Q3 2021
  8. Any discussions with the discretionary manager/broker about my Accounts related to general guidelines involving my investment objectives, risk tolerance and investment timeline.

 

Dated:      Name:   

 

Signature    

 

Appendix B-1: Supervised Person Initial Acknowledgment and Certification

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I hereby certify to Veritas Asset Management LLP (the “Adviser”) that:

 

1)I have received and reviewed the Adviser’s Compliance Manual, including all Appendices attached thereto including the Code of Ethics;

 

2)To the extent I had questions regarding any policy or procedure contained in the Compliance Manual, I received satisfactory answers to those questions from appropriate Adviser personnel;

 

3)I fully understand the policies and procedures contained in the Compliance Manual;

 

4)I understand and acknowledge that I am subject to the Compliance Manual;

 

5)I will comply with the policies and procedures contained in the Compliance Manual at all times during my association with the Adviser; and

 

6)I understand and acknowledge that if I violate any provision of the Compliance Manual, I may be subject to remedial actions, which may include, but are not limited to, any one or more of the following: (a) a warning; (b) disgorgement of profits; (c) imposition of a fine (which may be substantial); (d) demotion (which may be substantial); (e) suspension of employment (with or without pay); (f) termination of employment; or (g) referral to civil or governmental authorities for possible civil or criminal prosecution 2

 

This form must be completed by each Access Person within 10 days of becoming an Access Person.

 

Signature:    Print Name:  

 

Date:    

 

 

2 The antifraud provisions of the United States securities laws reach insider trading or tipping activity worldwide if the activity constitutes a fraud on domestic Securities markets. In addition, the Insider Trading and Securities Fraud Enforcement Act specifically authorises the SEC to conduct investigations at the request of foreign governments, without regard to whether the conduct violates United States law.

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Appendix B-2: Supervised Person Certificate of Periodic Review and Compliance

 

I hereby certify to Veritas Asset Management LLP (the “Adviser”) that:

 

1)Since the date of my last certification regarding the Adviser’s Compliance Manual (including all Appendices attached thereto, the “Compliance Manual”), I have read (or reread) and understand the Compliance Manual, including any modifications to or updates of the Compliance Manual;

 

2)To the extent I had questions regarding any policy or procedure contained in the Compliance Manual, I received satisfactory answers to those questions from appropriate Adviser personnel;

 

3)I fully understand the policies and procedures contained in the Compliance Manual;

 

4)I understand and acknowledge that I am subject to the Compliance Manual;

 

5)Since the date of my last certification regarding the Compliance Manual, I have complied with the policies and procedures contained in the Compliance Manual, except as described below (if no exceptions apply, please initial here _____; if exceptions apply, please describe:

 

 

 

 

 

6)I have disclosed, reported or caused to be reported all securities holdings and accounts, filed all required quarterly transaction reports and have obtained any required pre- clearance of transactions as required under the Adviser’s Personal Securities Transaction Policy, Policy Statement on Insider Trading and Code of Ethics, since the date of my last certification regarding the Compliance Manual;

 

7)I understand and acknowledge that if I violate any provision of the Compliance Manual, I may be subject to remedial actions, which may include, but are not limited to, any one or more of the following: (a) a warning; (b) disgorgement of profits; (c) imposition of a fine (which may be substantial); (d) demotion (which may be substantial); (e) suspension of employment (with or without pay); (f) termination of employment; or (g) referral to civil or governmental authorities for possible civil or criminal prosecution 3

 

Signature:    Print Name:  

 

Date:    

 

 

3 The antifraud provisions of the United States securities laws reach insider trading or tipping activity worldwide if the activity constitutes a fraud on domestic Securities markets. In addition, the Insider Trading and Securities Fraud Enforcement Act specifically authorises the SEC to conduct investigations at the request of foreign governments, without regard to whether the conduct violates United States law.

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EXHIBIT 99p30

 

CODE OF ETHICS

 

Western Asset Investment Grade Income Fund, Inc.

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Western Asset Funds, Inc.

Western Asset Premier Bond Fund

Western Asset Inflation-Linked Income Fund

Western Asset Inflation-Linked Opportunities & Income Fund

 

Revised June 30, 2021

 

TABLE OF CONTENTS

 

What are the Objectives and Spirit of the Code? 3
Who is Subject to the Code? 5
Who Administers the Code? 7
Fiduciary Duty to Clients and Funds 9
Reporting of Personal Trading 11
Preclearance Process for Personal Trading 16
●   What Trades Must Be Precleared? 16
●   What Trades are Not Required to be Precleared? 17
●   How does the Preclearance Process Work? 19
Personal Trading Restrictions 20
●   Holding Periods 21
●   Blackout Periods 21
●   Preclearance Sought in Good Faith 22
Requirements for Fund Directors 23
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WHAT ARE THE OBJECTIVES AND SPIRIT OF THE CODE?

 

Adoption of Code of Ethics by Western Asset and the Funds. Western Asset Management Company, Western Asset Management Company Pte. Ltd. and Western Asset Management Company Limited (referred to generally as “Western Asset”) act as fiduciaries and, as such, are entrusted to act in the best interests of all clients, including investment companies. Accordingly, Western Asset has adopted this Code of Ethics in order to ensure that employees uphold their fiduciary obligations and to place the interests of clients, including the Funds, before their own.

 

In addition, Western Asset Investment Grade Income Fund, Western Asset Premier Bond Fund, Western Asset Funds, Inc., Western Asset Inflation-Linked Securities & Income Fund and Western Asset Inflation-Linked Income Fund (referred to generally as the “Funds”) have also adopted this Code of Ethics in order to ensure that persons associated with the Funds, including Directors/Trustees (“Directors”), honor their fiduciary commitment to place the interests of the Funds before their own.

 

Regulatory Requirement. The Investment Company Act of 1940 requires each investment company (i.e., the Funds), as well as its investment adviser and principal underwriter, to adopt a code of ethics. In addition, the Investment Advisers Act of 1940 requires each investment adviser (i.e., Western Asset) to adopt a code of ethics. Both Acts also require that records be kept relating to the administration of the Code of Ethics. This Code of Ethics shall be read and interpreted in a manner consistent with these Acts and their related rules.

 

Compliance with Applicable Law. All persons associated with Western Asset are obligated to understand and comply with their obligations under applicable law. Among other things, laws and regulations make clear that it is illegal to defraud clients and Funds in any manner, mislead clients or Funds by affirmative statement or by omitting a material fact that should be disclosed, or to engage in any manipulative conduct with respect to clients, Funds, or the trading of securities.

 

Confidential Information. All persons associated with Western Asset and the Funds may be in a position to know about client identities, investment objectives, funding levels, and future plans as well as information about the transactions that Western Asset executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared unless otherwise permitted.

 

Avoiding Conflicts of Interest. Neither Western Asset employees nor Fund Directors may take advantage of their knowledge or position to place their interests ahead of Western Asset clients or the Funds, as the case may be. Different obligations may apply to different persons under this Code of Ethics, but this duty includes an obligation not to improperly trade in personal investment accounts, as well as an obligation to maintain complete objectivity and independence in making decisions that impact the management of client assets, including the Funds. Western Asset employees and Fund Directors must disclose all material facts concerning any potential conflict of interest that may arise to the Funds’ Chief Compliance Officer or the Western Asset Chief Compliance Officer, as appropriate.

 

Upholding the Spirit of the Code of Ethics. The Code of Ethics sets forth principles and standards of conduct, but it does not and cannot cover every possible scenario or circumstance. Each person is expected to act in accordance with the spirit of the Code of Ethics and their fiduciary duty. Technical compliance with

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the Code of Ethics is not sufficient if a particular action or series of actions would violate the spirit of the Code of Ethics.

 

Western Asset Compliance Policies and Procedures. In addition to the Code of Ethics, Western Asset has established policies and procedures that are designed to address compliance requirements and conflicts and potential conflicts of interest not related to personal trading. Employees have an obligation to follow Western Asset’s compliance policies and procedures.

4

WHO IS SUBJECT TO THE CODE?

 

While the spirit and objectives of the Code generally are the same for each person covered by the Code of Ethics, different specific requirements may apply to different categories of people. Western Asset and the Funds have both adopted the Code of Ethics, and the requirements for Western Asset employees differ from those for Fund Directors. You must understand what category or categories apply to you in order to understand which requirements you are subject to.

 

Western Asset Employees, Officers and Directors. As a condition of employment, all Western Asset employees, officers and directors (generally referred to as “Western Asset employees”) must read, understand and agree to comply with the Code of Ethics. You have an obligation to seek guidance or take any other appropriate steps to make sure you understand your obligations under the Code of Ethics. On an annual basis, you are required to certify that you have read and understand the Code of Ethics and agree to comply.

 

Western Asset Independent Contractors. Independent contractors may be subject to the Code of Ethics depending on the length of time with Western Asset, the nature of the engagement and the access to information. If designated, you are required to comply with the Code of Ethics and make all the required certifications. All independent contractors are still obliged to observe obligations of confidentiality and other terms of their engagements.

 

Directors of the Funds. The Code of Ethics applies to interested Directors of the Funds who are also Western Asset employees or otherwise interested persons because of their business affiliations with Western Asset. Interested Directors who are also employees or are otherwise interested persons because of their business affiliations with Franklin Templeton Investments are subject to the Franklin Templeton Investments Code of Ethics.

 

  What are the “Funds”?

 

  o Western Asset Funds, Inc.
  o Western Asset Investment Grade Income Fund, Inc.
  o Western Asset Premier Bond Fund
  o Western Asset Inflation-Linked Income Fund
  o Western Asset Inflation-Linked Opportunities & Income Fund.

 

  If a Director is considered to be an “interested person” of a Fund, its investment adviser or principal underwriter within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, then he or she is considered an Interested Director.
     
  If a Director is not considered to be an “interested person,” then he or she is considered to be a Disinterested Director.
     
  If you are both a Fund Director and an employee of Western Asset, you are subject to the requirements that apply to you as an employee of Western Asset, as applicable.
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  Western Asset Interested Directors are subject to those requirements forth in the Section below titled “Requirements for Fund Directors.”

 

Access Persons. Western Asset employees and Fund Officers and Directors are considered “Access Persons” because they may have access to information regarding investment decisions, transactions and holdings. Other people may also be considered to be “Access Persons” and subject to the same requirements as Western Asset employees including the following:

 

  Any natural person that has the power to exercise a controlling influence over the management and policies of Western Asset or the Funds and who obtains information concerning recommendations made to a client account, including a Fund, with regard to the purchase or sale of a security.
     
  Any person who provides advice on behalf of Western Asset and is subject to Western Asset’s supervision and control.
     
  Any other such person as the Chief Compliance Officer of Western Asset or the Funds designate.

 

Investment Persons. If you are a Western Asset employee and you also make recommendations or investment decisions on behalf of Western Asset as part of your regular functions or duties, or you make or participate in making recommendations regarding the purchase or sale of securities for a Western Asset client or account, you are considered an “Investment Person.” Investment Persons are subject to all the requirements of Western Asset employees, but also must comply with additional restrictions due to their knowledge and involvement with investment decisions Western Asset is considering or planning for the future.

 

Other Codes of Ethics. If you are an Access Person under this Code, but you are employed principally by affiliates of Western Asset and you are subject to a Code of Ethics that complies with applicable law, you are subject to the relevant provisions of the Code of Ethics of your principal employer and not subject to this Code. The principal application of this is for those subject to codes of Franklin Resources, Inc. and related subsidiaries (collectively, “Franklin Templeton Investments.”)

6

WHO ADMINISTERS THE CODE?

 

Western Asset Pasadena Management Committee:

 

  Responsibilities. The Western Asset Pasadena Management Committee has ultimate responsibility for the Code of Ethics. The Management Committee shall review and approve or deny any changes or proposed changes to the Code of Ethics. The Management Committee shall also receive periodic reports from the Legal and Compliance Department regarding violations of the Code of Ethics. The Management Committee shall determine the appropriate policy with respect to sanctions for Code of Ethics violations. The Management Committee may delegate the administration of this Code of Ethics to other individuals or departments, including the power to impose sanctions for particular violations according to the framework approved by the Committee.
     
  Interpretation: The Management Committee is the final arbiter of questions of interpretation under this Code of Ethics.

 

Western Asset Chief Compliance Officer:

 

  Receipt of Violations. The Chief Compliance Officer (known as the “CCO”) for Western Asset is the person designated to receive all violations of the Code of Ethics. If a Western Asset employee becomes aware of a violation of this Code of Ethics or a violation of applicable law, they have an obligation to report the matter promptly to the CCO.
     
  Review of Violations. The Western Asset CCO must review all violations of the Code of Ethics and oversee any appropriate investigation and subsequent response with respect to Western Asset.

 

Chief Compliance Officer for the Funds:

 

  Responsibilities. The Chief Compliance Officer for the Funds is responsible for overseeing the administration of the Funds’ compliance policies and procedures.
     
  Reporting of Violations. All violations of the Funds’ Code of Ethics must be reported to the Funds’ Chief Compliance Officer. To the extent that a violation involves a Fund Director, the Funds’ CCO shall oversee any appropriate investigation and subsequent response with respect to the Funds.

 

Sanctions for Violations of the Code of Ethics:

 

  If you violate the Code of Ethics, you may be subject to sanctions. Violations may take a variety of forms, depending on the facts and circumstances and should reflect the nature of the violation, the risk to clients and other similar factors.
     
  In evaluating a violation, a variety of factors may be considered including any evidence of a violation of the law, potential or actual harm to client interests, evidence of fraud, neglect or indifference to the Code of Ethics, frequency of violations, prior violations, and cooperation or mitigation efforts of the employee.
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  Sanctions may include any of the following types of sanctions or such other sanctions as may be deemed appropriate:

 

  o Verbal or written warnings
  o Written warnings with copies to the employee’s supervisor and/or personnel file
  o Limits on personal trading activities, such as limits on the ability to trade or open new positions
  o Requirements to disgorge profits and/or reverse trades
  o Referrals to Human Resources for disciplinary action
  o Terminations
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FIDUCIARY DUTY TO CLIENTS AND FUNDS

 

Comply with Applicable Law. A variety of securities laws, including those described in this Code of Ethics, apply to the operation of Western Asset and the Funds. It is your responsibility to understand your obligations under these laws and to comply with those requirements. You have an obligation to seek assistance from the Legal and Compliance Department if you are unsure of what your obligations are under this Code of Ethics.

 

Fiduciary Duty. As a fiduciary for Western Asset clients, including the Funds, you have an obligation to act in clients’ best interests. You must scrupulously avoid serving your personal interests ahead of the interests of clients and the Funds. That includes making sure that client interests come first and that you avoid any potential or actual conflicts of interest. That fiduciary duty extends to all aspects of the business. Conflicts and potential conflicts can arise in a variety of situations. You may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information may not be communicated in any manner to benefit yourself or other persons. This obligation extends to avoiding potential conflicts between client accounts as well. You may not inappropriately favor the interests of one client over another.

 

Compliance with the Code of Ethics. All new staff are provided with a copy of this Code of Ethics upon joining the Firm and the current version is posted on the Firm’s intranet. From time to time, the Firm may revise the Code of Ethics and you will be provided with a copy of any such amendments to the Code. On an annual basis and when the Code of Ethics is amended, you will be required to acknowledge in writing that you have received, understand and agree to comply with the Code of Ethics.

 

Personal Interests. As a general matter, you may not improperly take personal advantage of your knowledge of recent, pending or intended securities activities for clients, including the Funds. In addition, you may not improperly take advantage of your position to personally gain at the expense of the interests of Western Asset, clients, or the Funds.

 

Maintaining the Best Interests of Clients. The provisions of this Code of Ethics address some of the ways in which you are expected to uphold the fiduciary duty to clients and the Funds. It is not an exclusive list.

 

Confidentiality. Unless otherwise permitted, information regarding clients or their accounts may not be shared with persons outside of the Firm, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or Western Asset on behalf of its clients may not be shared.

 

Personal trading:

 

  A potential conflict exists between the interests of clients (including the Funds) and your personal investment activities. This conflict may take shape in a variety of ways, including the particular trades you execute and the volume of trading you do.
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  You may not engage in an excessive volume of trading in your personal accounts. High volumes of personal trading may raise concerns that your energies and interests are not aligned with client interests.
     
  Depending on the particular security that you choose to buy, a holding period may also apply that requires you to hold that security for a minimum period of time.
     
  At all times, you have an obligation to refrain from personally trading to manipulate the prices of securities and trading on material non-public information.
     
  Given the potential conflict that exists between client transactions, holdings and intentions and your personal trading activity, the Code of Ethics contains detailed requirements regarding your personal conduct and the monitoring of your personal trading activity. The remaining sections of the Code of Ethics provide guidance on the requirements that must be followed in connection with your personal trading activity.
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REPORTING OF PERSONAL TRADING

 

You must provide information regarding your personal investment accounts as required under this Code of Ethics. Reporting obligations take effect at the inception of your involvement with Western Asset or a Fund, and continue on a monthly, quarterly and annual basis. As with other provisions of the Code of Ethics, you are expected to understand and comply with the obligations that apply to you. (Applicable provisions for Western Asset Interested Directors are described more fully below in the Section titled “Requirements for Fund Directors.”)

 

In order to monitor potential conflicts of interest and your compliance with the Code, Western Asset employees and Interested Directors must identify investment accounts and provide information on particular securities transactions in those accounts.

 

Western Asset Management Company employees (i.e., those located in the Pasadena and New York offices) must maintain personal brokerage accounts only with brokers approved by the Firm. New hires must transfer their accounts within 90-days of hire. The criterion for broker approval is whether a broker is willing and able to provide electronic feeds to Western Asset for purposes of monitoring and administration of the Code of Ethics and Western Asset’s systems can effectively accommodate the electronic feeds. A list of approved brokers shall be published by the Legal and Compliance Department for reference by employees. Limited exceptions may be granted by the General Counsel or Chief Compliance Officer in such cases as may be necessary or prudent on a case by case basis (such as for accounts of family members of employees).

 

Which investment accounts do Western Asset employees and Western Asset Interested Directors need to report?

 

Report any of the following investment accounts:

 

  Any investment account with a broker-dealer or bank in which you have a direct or indirect interest, including accounts that are yours or that you share jointly with another person. This includes joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations.

 

  o This requirement generally will cover any type of brokerage account opened with a broker-dealer or bank.
     
  o You must also report any Individual Retirement Account (“IRA”) held with a broker-dealer or bank.

 

  Any investment account with a broker-dealer or bank over which you have investment decision-making authority (including accounts you are named on, such as being a guardian, executor or trustee, as well as accounts you are not named on, such as an account owned by another person for which you have been granted trading authority).
     
  Any investment account with a broker-dealer or bank established by partnership, corporation, or other entity in which you have a direct or indirect interest through any formal or informal understanding or agreement.
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  Any college savings account in which you hold securities issued under Section 529 of the Internal Revenue Code and in which you have a direct or indirect interest.
     
  Any account established to hold shares in a Franklin Resources, Inc. Employee Stock Investment Plan (ESIP) or similar plan.
     
  Any other account that the Western Asset Management Committee or its delegate deems appropriate in light of your interest or involvement.
     
  You are presumed to have investment decision-making authority for, and therefore must report, any investment account of a member of your immediate family if they live in the same household as you. (Immediate family includes a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter in-law, or brother or sister in-law.) You may rebut this presumption if you are able to provide Western Asset with satisfactory assurances that you have no material interest in the account and exercise no control over investment decisions made regarding the account. Consult with the Legal and Compliance Department for guidance regarding this process.

 

Do not report any of the following accounts:

 

  Do not report investment accounts that are not held at a broker-dealer or bank that permit investments only in shares of open-end investment companies or funds:

 

  o Do not report such an investment account if the account holds only shares in money market funds.
     
  o Do not report such an investment account if you only invest in open-end funds not advised or sub-advised by Western Asset or a Franklin Templeton Investments affiliate. If you begin investing in open-end funds advised or sub-advised by Western Asset or an affiliate, you must report the investment account.

 

  Do not report any 401(k), 403(b) or other company sponsored retirement accounts unless there is trading activity in funds advised or sub-advised by Western Asset or an affiliate. The list is available from the Legal and Compliance Department. Note: If you have a Western Asset 401(k) account, no additional reporting is required, but you are subject to the holding period requirements described in the Section below titled “Personal Trading Restrictions.”

 

What reports are Western Asset employees and Western Asset Interested Directors required to provide?

 

  At hire: What information is required when you are hired or become a Western Asset employee or a Western Asset Interested Director of a Fund?

 

  You must report all of your investment accounts. (See information above for more detail on which accounts must be reported.)
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  The report must either include copies of statements or the name of the broker, dealer or bank, title on the account, security names, exchange ticker and CUSIP as applicable, and the number of shares and principal amount of all holdings.
     
  There is no requirement to report holdings of digital tokens, altcoins, crypto currencies or similar assets. This obligation may be revised based on further regulatory guidance, particularly if such instruments are deemed to be “securities.”
     
  You must sign and date all initial reports.
     
  You must report required information within 10 calendar days from the date of hire or the date on which you become a Western Asset employee or Western Asset Interested Director.
     
  All the information that you report must be no more than 45 days old.
     
  The Legal and Compliance Department will attempt to arrange with your brokerage firm to receive duplicate confirmations and statements to enable the firm to monitor your trading activities, but your assistance may be required.

 

Electronic Confirmations and Statements: The Western Asset Legal and Compliance Department will attempt to arrange to receive duplicate copies of transaction confirmations and account statements for each investment account directly from each financial institution with whom you have reported having an investment account. To the extent that Western Asset is able to directly obtain such information, you will not be required to separately provide the information described below for quarterly or annual transaction reports. You may be asked to confirm Western Asset’s records in lieu of providing your own holdings or transaction reports. Your assistance may be required for information Western Asset does not have or is not able to obtain otherwise, which may include providing statements to Western Asset yourself or coordinating with your financial institution to send confirmations and statements to Western Asset.

 

Quarterly Transaction Reports: What information is required on a quarterly basis?

 

  You must report all transactions in covered securities in which you have a direct or indirect beneficial interest during a quarter to the Legal and Compliance Department within 30 days after quarter end, regardless of whether the account is required to be reported as described above.

 

  o What are “covered securities”? “Covered securities” are any security as defined by the Investment Advisers Act of 1940, Investment Company Act of 1940, any financial instrument related to a security, including fixed income securities, any equity securities, any derivatives on fixed income or equity securities, ETFs, closed-end mutual funds, and any open-end mutual funds managed, advised or sub-advised by Western Asset or an affiliate. “Covered securities” does not include digital tokens, altcoins, crypto currencies or similar assets. This obligation may be revised based on further regulatory guidance, particularly if such instruments are deemed to be “securities.”
     
  o “Covered securities” does not include obligations of the US government, bankers acceptances, bank certificates of deposit, commercial paper and high quality short term debt
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    instruments such as repurchase agreements and other instruments as described below in the Section titled “What Trades are Not Required to be Precleared?”

 

  The report shall state the title and number of shares, the principal amount of the security involved, the interest rate and maturity date if applicable, the date and nature of the transaction, the price at which the transaction was effected and the name of the broker, dealer or bank with or through whom the transaction was effected.
     
  The report must also include the date it was submitted.
     
  You may not be required to file a quarterly report if the Legal and Compliance Department received duplicate copies of your broker confirmations and statements within the 30 day time period. From time to time, however, the Legal and Compliance Department may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, you will be notified by the Legal and Compliance Department and you have an obligation to provide copies of the statements or report all transactions you execute during the quarter in some other form.
     
  If you have no investment accounts or executed no transactions in covered securities, you may be asked to confirm that you had no investment activity (either independent of an account or in a newly opened account).

 

Annual Holdings Reports: What information is required on an annual basis?

 

  You must provide a list of all covered securities in which you have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, the exchange ticker or CUSIP number as applicable, number of shares and principal amount of each covered security. Copies of investment account statements containing such information are sufficient. Holdings are not required to include digital tokens, altcoins, crypto currencies or similar assets unless they are held in a securities account at a broker-dealer or bank.
     
  You must report the account number, account name and financial institution for each investment account with a broker-dealer of bank for which you are required to report.
     
  While the Western Asset Legal and Compliance Department may be receiving duplicate statements and confirmations for your investment accounts, this annual reporting requirement is intended to serve as a check to make sure that all of Western Asset’s information is accurate and current.
     
  The information in the annual report must be current as of a date no more than 45 days before the report is submitted and the annual report must include the date it was submitted to the Western Asset Legal and Compliance Department.
     
  You also must certify annually that you have complied with the requirements of this Code of Ethics and that you have disclosed or reported all transactions and holdings required to be disclosed or reported pursuant to the requirements of this Code.
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New Investment Accounts: When do I need to report new investment accounts that are required to be reported under the Code of Ethics?

 

  After you open an account or after you assume a role or obtain an interest in an account that requires reporting (as discussed in the Section titled “Reporting of Personal Trading”), you have 30 calendar days after the end of the quarter to report the account.
     
  You must report the title of the account, the name of the financial institution for the account, the date the account was established (or the date on which you gained an interest or authority that requires the account to be reported) and the date reported.

 

Additional Reporting for Certain Persons. What additional reporting obligations exist for Directors and Officers of Closed-End Investment Companies, officers or Western Asset, or designated members of the Western Asset Investment Strategy Group?

 

  Section 16 of the Securities Exchange Act of 1934 requires Directors and Officers of any closed-end investment company to report to the Securities and Exchange Commission changes in their personal ownership of that closed-end investment company’s stock. Note that reporting is not required for all close-end investment companies, but only the shares of those closed-end funds for which a person serves as a director or officer.
     
  In addition, Section 16 requires Western Asset officers and designated members of the Western Asset Investment Strategy Group to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase. Such persons should consult the Western Asset Legal and Compliance Department for further guidance regarding specific provisions of the law, including applicable reporting requirements .
     
  If provided with the necessary information, the Western Asset Legal and Compliance Department will assist and make the filings with the Securities and Exchange Commission on your behalf.
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PRECLEARANCE PROCESS FOR PERSONAL TRADING

 

Before you execute a personal trade, the trade may need to be precleared to ensure that there is no conflict with Western Asset’s current trading activities on behalf of its clients (including the Funds). All Western Asset employees are required to preclear trades in securities except as provided below.

 

WHAT TRADES MUST BE PRECLEARED?

 

Any Security (unless excluded below). You must preclear trades in any security, which means any bond, stock, debenture, certificate of interest or participation in any profit sharing venture, warrant, right and generally anything that meets the definition of “security” under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Except for money market instruments, G-7 government direct obligations and government direct obligations of Singapore and Australia, all fixed income securities must be precleared.

 

Restricted List. Subject to the caveat below for common stock, you are required to preclear the securities of any issuer that are listed on the Western Asset restricted list.

 

Common Stocks. You are only required to preclear publicly traded common stocks if the issuer of the common stock is listed on the Western Asset restricted list. In cases where the common stock is on the restricted list, designated as being eligible for trading, and the issuer has USD$10 billion or more in market capitalization, pre-clearance is only required if your trade is over USD$100,000 in value. Restrictions also apply to investments in private placements (including private funds) or initial public offerings (see discussion below). Preclearance is not required, however, for trading in stocks issued by Franklin Resources, Inc. as long as all other restrictions such as restricted periods are followed.

 

Stocks of Brazilian Issuers. You must preclear all Brazilian equity trades except trades of a de minimis amount (i.e., trades of 500 shares or less per day for any issuer with a market capitalization in excess of USD$10 billion). This preclearance requirement includes both common and preferred shares as well as local shares and GDR/ADR securities.

 

Derivatives. Trades in any financial instrument related to a security that is required to be pre-cleared, including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be precleared.

 

Shares in any Affiliated Open or Closed-end Mutual Fund or REIT. Preclearance is required if you purchase or sell shares of open-end or closed-end funds and/or REITs advised or sub-advised by Western Asset outside of your Western Asset 401(k) participant account. This includes preclearance for such purchases or sales in a spouse’s retirement account. You are not required to preclear trades in your Western Asset 401(k) participant account. Note: No preclearance is required for investments in any money market funds.

 

Systematic Investment Plans. Preclearance is required when executing an initial instruction for any purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires preclearance. For example, a systematic investment plan that regularly purchases

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shares of a Western Asset Fund would need to be precleared when the initial instruction was made, but not for each specific subsequent purchase. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires preclearance.

 

Private Placement Securities. All Western Asset employees must preclear any trades in private placement securities (i.e., any offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933) whether or not fixed income related. This requirement includes all private investment partnerships or funds such as hedge funds and private real estate holding partnerships.

 

Initial Public Offerings. Investment Persons are prohibited from participating in Initial Public Offerings (other than closed-end fund offerings where Western Asset is an adviser or sub-adviser). Special Purpose Acquisition Company (SPAC) offerings are considered Initial Public Offerings.

 

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code where the underlying investments are open-end funds advised or sub-advised by Western Asset or an affiliate. A list of such funds is available from the Legal and Compliance Department.

 

Transactions in Retirement Accounts and Deferred Compensation Plans. All purchases or sales of investment companies or funds advised or sub-advised by Western Asset in any retirement account other than your Western Asset 401(k) participant account or Deferred Compensation Plan must be precleared. Note: Trades in investment companies or funds in your Western Asset 401(k) account are not required to be precleared, but are subject to a 60-day holding period if they are advised or sub-advised by Western Asset. Trades in the brokerage portion of your Western Asset 401(k) such as those in individual tickers or CUSIPs are subject to the same personal trading pre-clear rules as if they were purchased outside of the 401(k) account.

 

Shares of Preferred Stock. You are required to preclear all transactions in shares of preferred stock.

 

WHAT TRADES ARE NOT REQUIRED TO BE PRECLEARED?

 

Common Stocks. As long as the issuer of the securities is not listed on the Western Asset restricted list, you are not required to preclear publicly traded common stocks. All Western Asset employees are also required to preclear an equity security in the case of a private placement or an initial public offering (see discussion above).

 

Government Securities. Trades in any direct obligations of the U.S. Government or any G7 government are not required to be precleared.

 

High Quality Short-term Debt Instruments. High quality short term debt instruments including bankers acceptances, bank certificates of deposit, commercial paper, variable-rate demand notes, repurchase agreements and other 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

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by a nationally recognized statistical rating organization, such as S&P or Moody’s) are not required to be precleared.

 

Money Market Funds. Trades in any investment company or fund that is a money market fund are not required to be precleared.

 

Open-End Mutual Funds. Trades in open-end mutual funds that are not advised or sub-advised by Western Asset are not required to be precleared.

 

Closed-End Mutual Funds, Exchange Traded Funds (“ETFs”) and Real Estate Investment Trusts (“REITs”). Transactions of closed end mutual funds, ETFs and REITs are not required to be precleared unless they are advised by Western Asset.

 

Transactions Retirement Accounts and Deferred Compensation Plans. Purchases or sales of investment companies or funds in your Western Asset 401(k) participant account or Deferred Compensation Plan are not required to be precleared. Note: Trades in your Western Asset 401(k) account are not required to be precleared, but are subject to a holding period requirement if they are advised or sub-advised by Western Asset. Trades in the brokerage portion of your Western Asset 401(k) such as those in individual tickers or CUSIPs are subject to the same personal trading pre-clear rules as if they were purchased outside of the 401(k) account.

 

Employee Savings Investment Plans. Purchases, sales of Franklin Resources, Inc. stock in Employee Savings Investment Plans or similar are not required to be pre-cleared. Elections to participate or stop participating or changes to participation levels are not required to be pre-cleared.

 

Systematic Investment Plans. Any purchases or sales that are made pursuant to a systematic investment or withdrawal plan that has previously been approved by a Preclearance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each transaction. The first instruction must be precleared, but each subsequent purchase is not required to be precleared unless changes are made to the terms of the standing order.

 

No Knowledge. Securities transactions where you have no knowledge of the transaction before it is completed (for example, a transaction effected by a Trustee of a blind trust or discretionary trades involving an investment partnership or investment club, when you are neither consulted nor advised of the trade before it is executed) are not required to be precleared.

 

Certain Corporate Actions. Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not required to be precleared.

 

Options-Related Activity. Any acquisition or disposition of a security in connection with an option-related transaction that has been previously approved. For example, if you receive approval to write a covered call, and the call is later exercised, you are not required to obtain preclearance in order to exercise the call. Preclearance of a derivative of a security is required only if the underlying security requires preclearance.

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Commodities, Futures and Options on Futures. Any transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures. Preclearance is required for any single issuer derivatives, such as single stock futures.

 

529 College Savings Plans. Any transaction in units of a college savings plan established under Section 529 of the Internal Revenue Code, unless the underlying investment includes open-end funds advised or sub-advised by Western Asset or an affiliate.

 

Digital Assets. Digital tokens, altcoins, crypto currencies or similar assets Crypto currency is treated the same as any other currency and is not a security, so it does not require pre-clearance. This obligation may be revised based on further regulatory guidance.

 

Miscellaneous. Any transaction in any other securities as the Western Asset Chief Compliance Officer may designate on the grounds that the risk of abuse is minimal or non-existent.

 

HOW DOES THE PRECLEARANCE PROCESS WORK?

 

Understand the Preclearance requirements. Review the Section above titled “Preclearance Process for Personal Trading” to determine if the security requires preclearance.

 

Trading Authorization Form. Obtain and complete a Trading Authorization Form or access the on-line personal trading system (if available to you).

 

Submission for approval. Submit the request for approval to a Preclearance Officer for a determination of approval or denial. The Chief Compliance Officer shall designate Preclearance Officers to consider requests for approval or denials.

 

Approval or Denial. The Preclearance Officer shall determine whether approval of the proposed trade would place the individual’s interests ahead of the interests of Western Asset clients (including the Funds). To be valid, a Preclearance Officer must sign the Trading Authorization Form or otherwise evidence approval.

 

Expiration of Trading Permission. Trade authorizations expire at the end of the trading day during which authorization is granted. Trade authorizations also expire if they are revoked or if you learn that the information provided in the Trade Authorization request is not accurate. If the authorization expires, a new authorization must be obtained before the trade order may be placed. If an order is placed but has not been executed before the authorization expires (e.g., a limit order), no new authorization is necessary unless the order is amended in any way.

 

Transactions of a Preclearance Officer. A Preclearance Officer may not approve his or her own Trading Authorization Form.

 

Proxies. You may designate a representative to complete and submit a Trade Authorization Form if you are unable to complete the form on your behalf in order to obtain proper authorization.

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PERSONAL TRADING RESTRICTIONS

 

In addition to reporting and preclearance obligations, you are also subject to restrictions regarding the manner in which you trade and hold securities in any personal investment accounts for which you report transactions. (The Section above titled “Reporting of Personal Trading” describes which accounts must be reported.)

 

For all Western Asset employees:

 

  Market Manipulation. You shall not execute any securities transactions with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.
     
  Spread Betting. Spread Betting is a speculative transaction that involves taking a bet on the price movement of a security, index or other financial product via a spread betting company. Spread betting on financial products is not permitted and employees may not use spread betting accounts to circumvent the Code of Ethics. Spread betting on non-financial products, such as sporting events, is not covered by the Code of Ethics.
     
  Trading on Inside Information. You shall not purchase or sell any security if you have material nonpublic information about the security or the issuer of the security. You are also subject to Western Asset’s policy on insider trading. This policy applies both to personal transactions and to transactions executed by Western Asset personnel on behalf of client accounts.
     
  Excessive Personal Trading. You are limited to 75 transactions per calendar quarter. Transactions are defined as executions - therefore, a buy and a sell of the same security are considered as two transactions and multiple fills for limit orders are each considered a transaction unless brokers provide information to permit independent confirmation that multiple confirmations originated from a single order. This does not apply to accounts held by family members where you do not have any trading authority, fully managed accounts where you have given permission to another party to manage your account, and rebalancing of investments in the 401(k), 403(b) or any other company sponsored retirement accounts. Single expressions of investment intent with multiple executions are counted as a single trade (i.e., multiple fills on a limit or a block trade across multiple family accounts). Corporate actions or options exercises are not counted. Quant-type strategies declared in advance and done with the approval of the Chief Compliance Officer may be exempted if the individual exercises no discretion over when or if their orders are actually executed.
     
  Initial Public Offerings for Investment Persons: Investment Persons may not purchase any securities through an initial public offering (other than closed-end funds for which Western Asset is an adviser or sub-adviser).

 

Regardless of whether a transaction is specifically prohibited in this Code of Ethics, you may not engage in any personal securities transactions that (i) impact your ability to carry out your assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest.

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Holding Periods for securities in personal accounts for all Western Asset employees:

 

  After making a purchase, you must hold that security for at least 30 calendar days unless specified otherwise below. Holding periods are measured on a first-in-first-out basis unless otherwise specified below. The holding period applies if investment exposure takes the form of single stock futures, options or other similar instruments.
     
  Holding periods apply for all securities except transactions in money market funds, government/sovereign securities issued by G-7 countries and derivatives on such securities, high quality short-term debt instruments, ETFs or other index securities, options on broad-based indices, currencies, and open-end mutual funds not advised by Western Asset.
     
  A 60-day holding period applies for all mutual funds, investment companies, unit trusts, REITs, or other commingled vehicles for which Western Asset serves as adviser or sub-adviser.
     
  This limitation applies to any purchases or sales in your individual retirement account, 401(k), deferred compensation plan, or any similar retirement plan or investment account for you or your immediate family. There is no holding period for purchases or sales done through a systematic investment or withdrawal plan.
     
  There is no holding period for accounts held by family members where you do not have any trading authority or fully managed accounts where you have given permission to another party to manage your account. You may not direct or recommend trades or take any other action that serves to circumvent the provisions of the Code of Ethics.
     
  The holding period may be deemed inapplicable in circumstances such as stop-loss orders declared in advance or extreme market volatility if prudent and consistent with the Firm’s overarching fiduciary duties to clients and regulatory obligations.

 

Blackout Periods:

 

  One Day Blackout period for all Western Asset employees:

 

  o You may not purchase or sell a fixed-income security (or any security convertible into a fixed income security) of an issuer on the same day in which Western Asset is purchasing or selling a fixed-income security from that same issuer.
     
  o Contemporaneous trading activity will be the basis for a denial of a request for trading preclearance.

 

  Seven Day Blackout period for Investment Persons:

 

  o You may not purchase or sell a fixed income security (or any security convertible into a fixed income security) if Western Asset purchases or sells securities of the same issuer within seven calendar days before or after the date of your purchase or sale.
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Preclearance Sought and Obtained in Good Faith:

 

  The blackout period restriction may be deemed inapplicable if, consistent with the overarching duty to put client interests ahead of personal or Firm interests, an Access Person making a personal transaction has sought and received preclearance. This determination will take into account such factors as the degree of involvement in or access to the persons or teams making the investment decision.
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REQUIREMENTS FOR FUND DIRECTORS

 

Interested Directors of the Funds that are also Western Asset employees

 

  If you are an Interested Director and also a Western Asset or Franklin Templeton Investments employee, you are subject to all the Code of Ethics requirements that apply to you as a Western Asset or Franklin Templeton Investments employee. Accordingly, if you are a Western Asset employee, you are required to comply with all provisions of this Code of Ethics. If you are a Franklin Templeton Investments employee, you are not subject to the provision of this Code of Ethics, but you are required to comply with the Franklin Templeton Investments Code of Ethics.
     
  You are also subject to the requirements under Section 16 of the Securities and Exchange Act of 1934. For Interested Directors who are also Western Asset employees, this obligation is addressed in the Section above titled “Reporting of Personal Trading.”

 

Interested Directors of the Funds that are not Western Asset employees

 

  Applicable Provisions of the Code of Ethics. For an Interested Director that is not a Western Asset employee, only the requirements as set forth in the following Sections of the Code of Ethics shall apply:

 

  o Objectives and Spirit of the Code
  o Persons Subject to the Code
  o Persons Who Administer the Code
  o Reporting of Personal Trading
  o Requirements for Fund Directors

 

  These sections may also incorporate other parts of the Code of Ethics by reference.

 

  Rule 17j-1 Requirements with Respect to Reporting of Personal Trading. The requirements described above in the Section titled “Reporting of Personal Trading” shall only apply to the extent required by Rule 17j-1. In particular, no reporting of any open-end mutual funds is required.
     
  Section 16 Reporting. Section 16 of the Securities and Exchange Act of 1934 requires all Directors of closed-end investment companies to report changes in your personal ownership of shares of investment companies for which you a Director. If provided with the necessary information, the Legal and Compliance Department will assist and make filings with the Securities and Exchange Commission on your behalf.
     
  Section 16 Personal Trading Restrictions. Section 16 of the Securities and Exchange Act requires a Director to forfeit to the Fund any profit realized from any purchase and sale, or any sale and purchase, of Fund shares within any period of less than six months. Under Section 16, holding periods operate on a “last in, first out” methodology, so the six month holding period for all holdings re-sets with each new purchase.
23

EXHIBIT 99p31

 

Code of Ethics

 

In accordance with Rule 204A-1 of the Investment Advisers Act of 1940 and with Rule 17j-1 of the Investment Company Act of 1940, as amended, Westfield Capital Management Company, L.P. (“Westfield”) has developed and implemented this Code of Ethics (the “Code”) to set forth standards for business conduct and personal activities. The Code serves many purposes. Among them are to:

 

· educate employees of Westfield’s expectations and the laws governing their conduct;
· remind employees that they are in a position of trust and must act with complete propriety at all times;
· protect the reputation of Westfield;
· guard against violations of securities laws;
· protect Westfield’s clients by deterring misconduct; and
· establish procedures for employees to follow so Westfield can assess whether employees are complying with our ethical principles.

 

Key terms used throughout this Code are defined in Appendix A.

 

Persons Covered by the Code

All permanent Westfield employees are covered under the Code. All employees are deemed an “Access Person”. Compliance will deem an Access Person also as an “Investment Person” if the person makes or participates in making investment recommendations for client accounts. Investment Persons may be required to provide additional information for certain personal activities and may be subject to additional transactional restrictions than non-Investment Persons. At any time, employees may check their status by contacting Compliance.

 

Temporary employees may be subject to either all or certain provisions within the Code. Compliance may also deem a temporary employee an Access Person.

 

Waivers to Code

The Chief Compliance Officer (the “CCO”) and the Director of Compliance (the “DOC”) have the authority to grant written waivers of the provisions of this Code in appropriate instances. However, Westfield expects that waivers will be granted only in rare instances. Compliance will document any waivers granted. No waivers shall be granted on any provisions of the Code that are mandated by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

 

Ethical Principles

As a fiduciary for its clients, Westfield owes its clients the utmost duty of loyalty, good faith, and fair dealing. As an employee of Westfield, you are obligated to uphold these important duties. Westfield expects every employee to uphold these principles when acting on behalf of the firm or in any capacity that may affect the firm’s advisory business.

 

· Employees must act with honesty, integrity, and professionalism in all aspects of our business.
· Employees are to place the interests of Westfield’s clients first, at all times.
· Employees must not take advantage of their positions or of investment opportunities that would otherwise be available for Westfield’s clients.
· Employees must treat all information concerning clients (e.g., trading, holdings, investment recommendations, and financial situations) confidential.
· Employees must exercise independent, unbiased judgment in the investment decision-making process.

 

Standards of Business Conduct

The following standards govern all conduct, whether or not the conduct is covered by more specific provisions in the Code or other Westfield policies.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

· Employees must comply with applicable federal securities laws.
   
· Employees must not:

 

  § Defraud any Westfield client in any manner.
     
  § Mislead any client, including making a statement that omits material facts or passing along information that is baseless or suspected to be untrue.
     
  § Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client (e.g., creating the false appearance of active trading in client accounts).
     
  § Engage in any manipulative practice with respect to any client.
     
  § Engage in any manipulative practice with respect to securities, including price or market manipulation. This includes rumor mongering, which is illegal and can lead to allegations of market manipulation.

 

· Employees are prohibited from inappropriately favoring the interests of one client over another as it would constitute a breach of fiduciary duty.
   
· Employees must not use for their own direct or indirect benefit (or the benefit of anyone other than Westfield’s clients) information about: (a)Westfield’s trading or investment recommendations for client accounts, (b) our relationships with our clients, or (c) our relationships with the brokerage community. Personal securities transactions must be conducted in accordance with applicable provisions in the Code.
   
· Employees must comply with the spirit and letter of the Code and other internal policies. Technical compliance with the requirements in the Code or other policies does not insulate you from scrutiny for any actions that can create the appearance of a violation or the appearance that you are circumventing the rules.
   
· Employees must avoid any actual or potential conflicts of interest with Westfield’s clients. Employees will be required to complete certifications or questionnaires on such matters. It is the employee’s responsibility to promptly notify Compliance of any changes to their responses.

 

  § Employees must ensure that any personal activities (e.g., personal trading) conducted during work hours do not interfere (or appears to interfere) with their daily work.
     
  § Employees must disclose any family members who have senior level positions at public or private companies.
     
  § Employees must not accept from or give to clients or other business contacts any gifts or business entertainment that would present an actual or potential conflict of interest or would be viewed as improper. (See Westfield’s policy on Gifts and Business Entertainment)
     
  § Employees may not recommend, implement, or consider any securities transaction for client accounts without having disclosed any material business or personal relationship (e.g., family member is a senior employee) with or beneficial ownership or other material interest in the issuer or its affiliates, to Compliance. If Compliance deems the disclosed interest to present a material conflict, the employee may not participate in any decision-making process regarding that issuer.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

  § Employees must act in the best interest of Westfield’s clients regarding execution and other costs paid by clients for brokerage services. This includes disclosing to Compliance any personal investment in any business or personal (e.g., family member) relationship with brokers utilized by Westfield for client transactions or research services. All employees must strictly adhere to Westfield’s policies and procedures regarding brokerage services, including those on best execution, research services, and directed brokerage.
     
  § Employees must disclose to Compliance any personal investments or other interests in third-party service providers if the employees negotiate or make decisions on behalf of the firm with such third-party service providers. If any employee has such an interest, Compliance may prohibit the person from negotiating or making decisions regarding Westfield’s business with those companies.
     
  § Employees are prohibited from making referrals to clients (e.g., attorneys, accountants) if the employee will benefit in any way.

 

Reporting Unethical or Illegal Behavior

If at any time an employee has knowledge of any behavior that might be viewed as unethical, illegal or in violation of internal policies, the employee must report such behavior immediately.

 

How to Report. To promote employee reporting, while protecting the employee and maintaining their identity in confidence, Westfield offers different methods for reporting.

 

  · Contact the CCO and/or DOC
    Employees may report actual or suspected violations by contacting the CCO and/or the DOC directly (or the Chief Executive Officer if the suspected violation is by the CCO). Employees are not required to report such matters to their managers before contacting the CCO and/or the DOC.
     
  · Report via Westfield’s Whistleblower Hotline
    Please call (800) 376-1389. Calls are accessible to the CCO and DOC only. All calls are anonymous. If suspected violation is by the CCO and/or DOC, employees should contact the CEO directly and not leave a message on the whistleblower hotline.

 

What to Report. Employees should report any: a) noncompliance with applicable laws, rules and regulations, or internal policies such as the Code; b) fraud or illegal acts involving any aspect of the firm’s business; c) material misstatements in regulatory filings, internal books and records, client records or reports, and financial statements; d) activity that is harmful to clients; and e) material deviations from required controls and procedures that safeguard clients and the firm.

 

Usage of Information Provided. The CCO and/or the DOC will take the steps deemed necessary under the circumstances to investigate relevant facts surrounding the information provided, and to take any appropriate corrective measures. Reporting employees typically will not be notified of any actions the firm is taking in response to their comments.

 

Guidance. Employees are encouraged to seek guidance from the CCO and/or the DOC with respect to any violation and to refrain from any action or transaction that might lead to the appearance of a violation.

 

Confidentiality. Any report created shall be treated confidentially. Best efforts will be used to ensure that specific details of the report cannot be used to identify the reporting employee.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Retaliation. No employee who in good faith reports a suspected unethical or illegal business practice will be subject to retaliation or discipline for having done so, even if such reports ultimately establish that no violation had occurred.

 

SEC Whistleblower Program

Westfield encourages employees to report unethical or illegal behavior to the firm first, but employees also have an option of directly reporting actual or suspected violations to the SEC’s Whistleblower Office. The SEC offers awards and incentives to individuals who voluntarily provide original information that leads to a successful enforcement. There are very specific criteria and procedures that apply when making such a report to the SEC. Regardless of the employee’s reporting method, Westfield will utilize the framework described directly above with regards to reported information.

 

The SEC encourages individuals to submit information in writing by filling out their questionnaire at https://denebleo.sec.gov/TCRExternal/disclaimer.xhtml. Alternatively, you may submit information by mail to the Office of the Whistleblower at 100 F Street, NE, Mail Stop 5971, Washington, D.C. 20549 or by fax to (703) 813-9322.

 

Employees have the option to directly report actual or suspected violations to the SEC during and after their employment with Westfield.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Personal Trading

(All references to Access Persons in this section include family members.)

 

Preclearance Requirement

Access Persons must obtain approval from Compliance prior to entering into any personal securities transactions in a Covered Security for a Covered Account, as defined in Appendix A. Written approval must be received prior to executing any personal security transaction.

 

With limited exceptions, approvals are valid until 4:00pm on the day they were granted. Approvals for certain transactions (e.g., private offering of securities) may be extended with the CCO’s or the DOC’s permission. In such instances, the approval is valid until either the transaction is executed or revoked by Compliance. Access Persons are responsible for notifying Compliance when the transaction has been either completed or cancelled.

 

Because Westfield primarily supervises domestic growth equities, certain transactions and securities pose minimal conflicts with our clients. As such, the following securities also are exempt from the preclearance requirement. (Reporting requirements still apply). If a security or transaction is not listed directly below or excluded from the Covered Security definition in Appendix A, then it must be precleared.

 

· ETFs and ETNs that are not advised and/or subadvised by Westfield, that are not short the market, a sector, industry, etc.
   
· Closed-end mutual funds
   
· Gifting or transferring shares from one account to another
   
· Municipal bonds

 

Submitting Preclearance Requests

Preclearance requests for securities transactions should be submitted through the online personal transactions system, StarCompliance (the “personal trading system”). Compliance will set up each Access Person in the system and provide training. It is important that Access Persons not share their passwords with anyone as they are responsible for the information created, modified, and deleted from the system under their login information.

 

Should an Access Person wish to make a personal security transaction but does not have access to the system, the person must contact a senior member of Compliance for preclearance of the transaction. Compliance will enter the transaction into the system, which will send an approval or denial, via email, to the requestor. It is the Access Person’s responsibility to ensure that the trade information contained in the email confirmation is complete and accurate (i.e., transaction type, shares requested, brokerage account, and security name) prior to entering into the transaction.

 

Private Offerings

Any requests to enter into private offerings of securities must be first discussed with a senior member of Compliance. At a minimum, Compliance will request a copy of the offering documents, if applicable and available, in order to obtain the security/issuer name, investment amount, and target investment date. If the offering documents are not available, Compliance will accept a written confirmation from the company. Written confirmation should include the security name, investment amount and target investment date. If the transaction is approved, the employee may then submit the preclearance request. Access Persons must receive a written approval (either from the personal trading system or an email from Compliance) before entering into the transaction.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Reviewing Preclearance Requests

Preclearance requests are not reviewed until after 9:30am. Preclearance requests submitted prior to 9:30am will be placed in pending status. Preclearance requests that go into pending after 3:00pm will be reviewed on a best efforts basis. If a response is not received by 4:00pm, Access Persons are not permitted to enter into the trade and must re-enter the preclearance request the following day. Employee must ensure to cancel all limit orders that are not fully executed by 4:00pm each day.

 

Compliance has full authority to:

· revoke a preclearance any time after it is granted;
· require an Access Person to close out or reverse a transaction; and
· not provide an explanation for a preclearance denial or revocation, especially when the reasons are confidential in nature.

 

Restrictions to Personal Securities Transactions

The following restrictions and limitations have been placed on personal securities transactions to address actual or possible conflicts arising from personal trading activities.

 

· Material, Non-public Information. Access Persons who possess or have been made aware of material, non-public information regarding a security, or the issuer of a security may not engage in any transaction of such security or related security. (See Westfield’s policy on Insider Trading.)
   
· Market Manipulation. Access Persons may not engage in any transactions intended to raise, lower, or maintain the price of any security.
   
· Market Timing and Excessive Trading. Access Persons must not engage in excessive trading or market timing activities with respect to any mutual fund. When placing trades in any mutual fund, whether the trade is placed directly in a personal account, 401(k) account, deferred compensation account, account held with an intermediary or any other account, Access Persons must comply with the rules set forth in the fund’s prospectus and SAI regarding the frequency and timing of such trades.
   
· Transactions with Clients. Access Persons are prohibited from knowingly selling to, or purchasing from, a client any security or other property, except publicly–traded securities issued by such client.
   
· Advised and/or Subadvised Funds. Access Persons are prohibited from trading in ETFs and mutual funds that are advised and/or subadvised by Westfield.
   
· Transactions Likely to Raise Conflicts with Duties to Clients. Access Persons may not enter into any transactions that: a) may have a negative impact on their attention to their responsibilities to the firm or our clients (e.g., trading frequently in personal accounts), or b) overextend their financial resources or commit them to financial liability that they are unable to meet.
   
· Derivatives, Warrants and Rights. Access Persons are prohibited from trading options, forwards, swaps, warrants, rights and any other similar security in their Covered Accounts.
   
· Private and Limited Offerings (e.g., IPOs). Typically, if client accounts are participating in a private or limited offering, Access Persons may not participate in the same offering. With prior approval from the CCO and/or DOC, Access Persons may participate alongside client accounts, but the client’s interest will always come first. This includes Access Persons invested in Westfield’s LPs (e.g., Micro-Cap Fund).

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

· Short Selling and Short ETFs/ETNs. Access Persons are prohibited from short selling securities in their Covered Accounts. This applies to ETFs/ETNs that are short the market, a sector, industry, etc.
   
· 30-Day Holding Period. Covered Security investments made in Covered Accounts must be held for a minimum period of 30 calendar days after purchase (day one starts one day after trade date). ETFs and ETNs are not subject to the 30-day holding period.
   

Investment Team Sales in Covered Securities

All analysts (defined as sector and research analysts) that own securities in their covered accounts that overlap with their sector universe and are owned in a Westfield strategy managed by Westfield’s Investment Committee must hold such security or securities until they have been fully liquidated from all strategies. Once the security is fully liquidated, the analyst may sell their personal shares 5 business days following the last client sale.

 

All individual portfolio managers that own securities in their covered accounts that overlap with the individual portfolios that they manage, must hold such security or securities until they have been fully liquidated from all client accounts under their management. Once the security is fully liquidated; the portfolio manager may sell their personal shares 5 business days following the last client sale.

 

The above restrictions do not apply to securities that are held due to client restrictions (e.g., tax considerations, retention for proxy voting, etc.). Any exceptions must be approved by the CCO and/or the DOC. Analysts may continue to trim and/or sell securities for their covered accounts that are not in their sector universe. Portfolio managers may continue to trim/sell securities for their covered accounts that are not held in the portfolios they manage. Any trims/sales will still follow the above personal securities transaction restrictions, front running and blackout periods as applicable.

 

Front Running and Blackout Periods

Front running is an illegal practice. Access Persons should not enter into a personal security transaction when the Access Person knows, or has reason to believe, that the security or related security: a) has recently been acted upon, b) may in the near future be recommended for action, or c) may in the near future be acted upon by the firm for client accounts.

 

  · For Covered Securities that have been traded in client accounts, the blackout period begins five business days before the client trade and ends five business days after the last client trade. If the Covered Security was traded for reasons outside of an investment recommendation (e.g., cash flow, rebalancing/dispersion, etc.), the blackout period begins when the trades are placed on the blotter and ends when the trades have been completed.
     
  · For Covered Securities that have been recommended or are “under consideration,” the blackout period begins five business days before the day a security was recommended or placed under consideration and typically ends five business days thereafter. Some securities may remain on the restricted list for longer periods of time. Compliance has full discretion to decide whether a security is restricted and for how long.
     
  · ETFs and ETNs that are not advised and/or subadvised by Westfield are not subject to the blackout periods discussed in this section.

 

New Employees

All new employees will be required to be in compliance with Westfield’s Code within 10 calendar days from their date of hire (e.g., must cover short positions). New employees may also be allowed to continue to hold put and/or call options until they expire. Compliance will review these on a case by case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

New investment team employees will be allowed 10 calendar days to trim/liquidate securities within their sector universe that overlap with a strategy managed by Westfield’s Investment Committee. However, all other provisions within the Code must be followed (e.g., must follow preclearance requirements, blackout periods apply).

 

Initial 401(k) allocations, including open-end mutual Funds sub-advised or advised by Westfield do not require preclearance.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Reporting Requirements for Personal Securities Transactions

Unless noted in Exemptions in this section, Access Persons must file the reports described below, even if the person has had no holdings, transactions or accounts to list in the reports.

 

Reports are submitted through the personal trading system, which will track the dates and times of submissions. All submissions will remain confidential and will not be accessible by anyone other than Compliance and to the extent necessary to implement and enforce the provisions of the Code or to comply with regulatory or legal requirements.

 

Access Persons are responsible for reviewing and verifying the information on all of their reports prior to submission. You must promptly speak with Compliance about any errors, omissions or discrepancies on these reports before they are submitted.

 

Initial and Annual Holdings Reports. Access Persons must submit a report of their holdings in Covered Securities within 10 days after the day they become an Access Person and on an annual basis thereafter. Initial holdings information should be current as of a date no more than 45 days prior to the employee’s date of becoming an Access Person. Annual holding reports should be as of December 31st and submitted within 30 days after the calendar year end. For each holding, Access Persons must provide: 1) the title and type of security, 2) as applicable, the exchange ticker symbol or cusip number, 3) the number of shares and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership, 4) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit, and 5) the date the access person submits the report.

 

Quarterly Transaction Reports. Access Persons are required to report Covered Securities transactions for the most recent calendar quarter. Each transaction should indicate: 1) the date of the transaction, the title, and as applicable the exchange ticker symbol or cusip number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved, 2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), 3) the price of the security at which the transaction was effected, 4) the name of broker, dealer or bank with or through which the transaction was effected, and 5) the date the access person submits the report. Quarterly transaction reports are due within 30 days after the calendar quarter end.

 

Initial Investment Account Reports. Access Persons must submit brokerage statements for all accounts held for their direct or indirect benefit within 10 days after the day they become an Access Person. Compliance will review these statements and determine if the accounts would fall under ongoing reporting requirements (i.e., a Covered Account). Statements should be dated no later than 45 days prior to the employee becoming an Access Person.

 

Quarterly Investment Account Reports. Access Persons must certify to a list of their Covered Accounts (as defined in Appendix A). Quarterly account reports are due within 30 days after the calendar quarter end.

 

Access Persons must notify Compliance of any new and closed Covered Accounts as soon as reasonably possible. Closed accounts will remain active in the personal trading system and will be subject to applicable reporting requirements described above, unless Compliance has been notified otherwise.

 

Duplicate Statements or Confirms. Duplicate copies of personal transaction confirmations or account statements are required for Covered Accounts. Copies of such documents must be sent directly to Compliance or through an electronic feed into the personal trading system. Employees with accounts set up to receive electronic feeds in the personal trading system are not required to provide paper copies of confirmations or statements as transactions and positions directly feed into the system. If Compliance does not receive the

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

appropriate electronic data or duplicate confirmations and statements, Compliance will request the documents from the Access Person. This requirement does not satisfy the quarterly or annual reporting requirements outlined above.

 

Private Investments. A confirmation of the investment with the invested dollar amount must be submitted to Compliance promptly after the investment is made.

 

Exemptions

The following transactions are exempt from the preclearance and/or reporting requirements discussed previously. Access Persons should be reminded that these exemptions do not absolve them from violations of other Westfield policies, applicable laws and regulations, as well as the spirit of the Code.

 

· No Knowledge or Control. Transactions where the Access Person has no influence, control or knowledge are exempt from preclearance (e.g., corporate or broker actions).

 

  § Subject to Compliance approval, Access Persons can omit any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control.

 

·Managed Accounts. Transactions effected in accounts managed by an external financial adviser are exempt from preclearance and reporting requirements. Access Persons may speak to their adviser about their financial goals and objectives, but they are not permitted to consult with their adviser (or be consulted) on any specific security transactions. To qualify for this exemption, Access Persons must:

 

  § Have their financial adviser provide an initial written certification to Westfield on the arrangement and/or provide a copy of the managed account agreement with their financial adviser.
     
  § Complete certifications quarterly regarding their influence or control over these accounts.
     
  § Annually have their financial adviser provide a written certification to Westfield that they did not consult with their adviser on any specific security transactions and that the adviser did not consult with them on any specific security transactions.
     
  § If requested, provide Compliance with copies of holdings and/or transactions made in their account(s).

 

· 529 Plans or College Savings Plans. Transactions in 529 Plans or college savings plans are exempt from preclearance and reporting requirements. (Does not apply to Coverdell ESAs that are invested in Covered Securities.)
   
· Automatic Investment Plans. Transactions effected pursuant to an automatic investment plan are exempt from preclearance and reporting requirements.
   
· Prior Employer’s Profit Sharing or Retirement Plans. Transactions executed in a prior employer’s profit sharing or retirement plan are exempt from preclearance and reporting. This exemption does not apply to transactions in reportable securities or to any discretionary brokerage account option that may be available from a former employer. Such transactions/accounts are subject to preclearance and reporting requirements.
   
· Other. Transactions in securities determined by Compliance to present a low potential for impropriety or the appearance of impropriety may be exempt from transactional restrictions and preclearance/reporting requirements. Compliance will review these on a case-by-case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Administration

Approval and Distribution

Compliance will distribute the Code (either as a stand-alone document or as part of the firm’s Compliance Manual) to all employees during the first week of hire and at least annually thereafter. Employees are required to acknowledge their having received, read, and complied with the Code.

 

Material amendments or material revisions made to this Code will be approved by the CCO and the Management Committee. Upon approval, the Code will be distributed to all employees shortly thereafter. Immaterial amendments do not require Management Committee approval and will be distributed either with material amendments or during the annual distribution period. Employees may be required to complete appropriate acknowledgements after distribution.

 

Training and Education

Compliance is responsible for coordinating the training and education of employees regarding the Code. All newly hired employees are required to complete a compliance overview session that includes a review of the Code. They also are required to acknowledge that they have attended the new employee training and have received a copy of the Code (as part of the firm’s Compliance Manual). Temporary or contract employees will be required to sign a confidentiality agreement and attend a compliance overview session.

 

Employees are required to attend all training sessions and read any applicable materials that Compliance deems appropriate. On occasion, it may be necessary for certain departments or individuals to receive additional training. Should this be the case, a member of Compliance will coordinate with the appropriate department managers to discuss particular topics and concerns to address at the training session.

 

Personal Transactions Monitoring

On at least a quarterly basis, a member of Compliance will review and monitor required reports for conformity with all applicable provisions outlined in the personal trading section. Each member of the Compliance Department will review and monitor each other’s reports as required by the Code.

 

Annual Review of Code

The CCO and/or the DOC will review, at least annually, the adequacy of the Code and the effectiveness of its implementation. Such results are usually recorded in the firm’s annual testing program.

 

Reports to Management Committee

At least annually, the CCO will report material Code matters to Westfield’s Management Committee. On occasion, the CCO will also report immaterial items to the Management Committee in order to keep them informed of Code matters.

 

Recordkeeping Requirements

Westfield will maintain the following records in a readily accessible place for a period of not less than seven years.

· A copy of each Code that is in effect, or at any time within the past seven years;
· A record of any violation of the Code, and of any action taken as a result of the violation, for seven years after the end of the fiscal year in which the violation occurred;
· A copy of each report and acknowledgement made under the Code for the past seven years after the end of the fiscal year in which the report is made or information is provided;
· A list of names of persons, currently or within the past seven years, who are or were Access Persons or Investment Persons;

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

· A record of any decision, and the reasons supporting the decision, for approving the acquisition of IPOs and limited offerings for at least seven years after the end of the fiscal year in which the approval was granted; and
· A record of any granted waivers or exceptions, and supporting reasons, to any provisions of the Code.

 

Violations and Sanctions

Westfield treats violations of the Code (including violations of the spirit of the Code) very seriously. If an employee violates either the letter or the spirit of this Code, Westfield may impose disciplinary actions or fines, or it may make a civil or criminal referral to appropriate regulatory entities (Refer to Appendix B for the sanctions table). Code violations become a part of the employee’s employment history at Westfield. Multiple violations within a 12-month period will be reported to Human Resources and appropriate supervisors or managers. Employees should always consult with the CCO and/or the DOC if they are in doubt of any of the requirements or restrictions in the Code.

 

A senior member of Compliance will notify employees of any discrepancy between their personal activities and the rules outlined in this Code. Each violation and the circumstances surrounding each violation will be reviewed by a senior member of Compliance. Based on the review, a senior member of Compliance will determine whether the policies established in this Code have been violated, and whether any action should be taken. The CCO and/or the DOC will determine appropriate sanctions (in accordance with Westfield’s sanctions guidelines). Once the sanction has been approved, Compliance will notify the employee. Compliance has the discretion of reporting material Code matters to the Operations & Risk Management Committee and/or the Management Committee.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Appendix A: Glossary of Terms

 

Access Person is any Westfield employee or non-employee who meets at least one of the following conditions:

· is an officer, director, or partner
· has access to nonpublic information about client purchases or sales of securities
· makes or participates in making investment recommendations to clients
· has access to client investment recommendations that are non-public
· has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds

 

Beneficial Interest generally refers to the opportunity, directly or indirectly, to profit or share in any profit.

 

Business Day refers to every official Westfield working day of the week.

 

Client Account refers to any account over which Westfield has been granted authority to purchase and/or sell securities on the client’s behalf.

 

Covered Account refers to any investment account over which an Access Person:

  a. has direct or indirect beneficial interest; or
  b. exercises investment control, meaning he or she actually provides input into or makes the security buy and/or sell decisions for the account. The account does not need to be in an Access Person’s name; if an Access Person has either joint or sole investment control over an account, it may be considered a Covered Account.

 

Covered Security refers to any security or fund that does not fall under one of the following exceptions:

· Direct obligations of the Government of the United States (e.g., treasury bills, treasury bonds, U.S. savings bonds);
· Bankers’ acceptances, bank certificates of deposits, commercial paper, and high-quality short term debt instruments, including repurchase agreements;
· Shares issued by money market funds;
· Shares issued by open-end mutual funds that are not sub-advised or advised by Westfield;
· Shares issued by unit investment trusts (“UITs”) that are invested exclusively in one or more open-end mutual funds, none of which are sub-advised or advised by Westfield.

 

Employee means all Westfield personnel who are not hired on a temporary or contract basis.

 

Family member refers to a spouse, children, step-children, grandchildren, parents, step-parents, grandparents, domestic partners, siblings, parents-in-law, children-in-law, as well as adoptive relationships sharing the same household.

 

Investment Person means any Access Person who makes or participates in making investment recommendations for client accounts.

 

Reportable Fund means any pooled fund, regardless of whether it is offered publicly or privately, for which Westfield serves as adviser or sub-adviser. This includes Westfield limited partnerships.

 

Short Selling means selling a security that is not owned in the account.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Appendix B: Sanctions Guidelines

 

Sanctions can be more or less than what is indicated in the table below. Sanctions such as disgorgement of profits (gross of any taxes or transaction costs) and reversal of trades may be considered in addition to or instead of the sanctions indicated in the table below, In recommending sanctions, Compliance will:

 

  · Consider an employee’s role and responsibilities, past trading history, facts and circumstances around the violation and other applicable factors
  · Impose the highest of all applicable sanctions, if a violation falls within more than one category or if multiple violations occur on the same day
  · Review violations not listed in the table on a case-by-case basis
  · Consult with the Management Committee or Operations & Risk Management Committee members, if needed

 

Violation Management and Investment Committee,
Research Analysts, Partners, Traders, Directors
All Other Employees

Late Reporting or Certification

 

All listed fines are per day after due date and per report or certification

First Offense: $500

 

Second Offense: $750 and suspension of personal securities transaction rights (up to 6 months)

 

Subsequent Offense: $1,500 and suspension of personal securities transaction rights (up to 12 months)

First Offense: $100

 

Second Offense: $200 and suspension of personal securities transaction rights (up to 3 months)

 

Subsequent Offense: $300 and suspension of personal securities transaction rights (up to 6 months)

 

Failure to Preclear

(includes trading more shares then were precleared)

First Offense: $2,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Second Offense: $5,000 per transaction and suspension of personal securities transaction rights for 3 months

 

Subsequent Offense: $10,000 per transaction and suspension of personal securities transaction rights for 12 months

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Subsequent Offense: $2,500 per transaction and suspension of personal securities transaction rights for 6 months

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

Code of Ethics

 

Market Timing

 

Termination of employment and civil or criminal referral Termination of employment and civil or criminal referral

Failure to Make Accurate or Complete Reports

 

Monetary fines starting at $5,000; suspension of personal securities transaction rights; possible termination of employment Monetary fines starting at $1,000; suspension of personal securities transaction rights; possible termination of employment

Front Running

 

$2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment

30-day Holding Period

 

 

First Offense: 2,000 per transaction

 

Second Offense: $5,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $7,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $2,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

 

EXHIBIT 99p32

 

CODE OF ETHICS

 

WILLIAM BLAIR FUNDS

 

WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC

 

The objective of William Blair Investment Management, LLC (“William Blair”) as the investment adviser to clients, including the William Blair Funds, and as a sub-adviser to other registered investment companies (together with the William Blair Funds, individually, a “Fund” and collectively, the “Funds”), is to provide the highest level of professional conduct and service to these clients and Funds. One of the most important requirements that William Blair’s goal of professional service imposes is that all transactions for the Funds and other clients of William Blair have priority over the personal transactions of those individuals involved with the Funds and their operations and with other clients of William Blair.

 

William Blair recognizes that, as a fiduciary to its clients, it owes a duty to all of its clients to avoid conflicts of interest and to act solely in the best interests of its clients. Accordingly, each partner (or other person occupying a similar status or performing similar functions) and employee1 of William Blair, and any other person who provides investment advice on behalf of William Blair and is subject to William Blair’s supervision and control (each, a “supervised person”),2 is required to comply with all applicable federal securities laws.

 

Consequently, it is imperative that any information that any person obtains regarding the Funds’ and other clients’ investment plans be held in strictest confidence, and never be used to the advantage of anyone but the Funds and the other clients, respectively. This obligation to avoid personal advantage from such information extends to all of the Funds’ officers and trustees, as well as to all of William Blair’s partners and employees. In carrying out their obligation to monitor the Funds’ pursuit of their respective investment objectives, the Funds’ respective trustees may, on occasion, acquire “inside” information regarding the Funds’ portfolio transactions. Any such knowledge would impose upon the Funds’ trustees the obligation to avoid personal use of such information.

 

This Code of Ethics is applicable to William Blair Funds and to William Blair with regard to its activities for all of its investment management clients, including the Funds. This Code of Ethics is also applicable to persons associated with William Blair & Company, L.L.C.3 who meet the definition of “Access Person” below. William Blair will identify each supervised person and Access Person (defined below) and provide each with a copy of this Code of Ethics and any amendments thereto. Each supervised person and Access Person will provide a written acknowledgement of their receipt and review of the Code of Ethics and their obligations thereunder, and any amendments thereto, to William Blair’s Chief Compliance Officer

 

 

 

1 For purposes of this Code of Ethics, ‘employee’ also shall mean any employee of an affiliate of William Blair who, in connection with his or her regular duties, performs functions for William Blair.

2 Temporary workers, consultants, and independent contractors whose tenure with William Blair is expected to exceed 90 days also are considered ‘supervised persons’, unless granted an exception by William Blair’s CCO.

3 References to William Blair & Company, L.L.C. in this Code of Ethics are limited to William Blair & Company, L.L.C.’s status as principal underwriter for the William Blair Funds.

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(the “CCO”). Each supervised person and Access Person will promptly report any known or suspected violations of the Code of Ethics to the CCO.

 

1.Definitions.

 

  a. The “President” is the Principal Executive Officer of the William Blair Funds.
     
  b. An “Access Person” means:

 

    i. Each partner of William Blair who, in connection with his or her regular duties, performs functions for William Blair (or other person occupying a similar status or performing similar functions);

 

    ii. Any supervised person of William Blair who (i) has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Fund, or (ii) is involved in securities recommendations to clients or who has access to nonpublic recommendations;4

 

    iii. An officer or trustee of the William Blair Funds who is an “interested person” of the William Blair Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940;

 

    iv. A partner, an officer (or other person occupying a similar status or performing similar functions), or employee of the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), or of any company in a control relationship to the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), but excluding Independent Trustees, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

 

    v. A natural person in a control relationship to the William Blair Funds, William Blair, or William Blair & Company, L.L.C. (other than an Independent Trustee) who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities (defined below) by a Fund.

 

For purposes of this Code of Ethics, an account which is managed by William Blair or any of its affiliates, which is not a registered investment company and in which Access Persons

 

 

 

4 Any temporary worker, consultant, or independent contractor who has access to nonpublic information regarding any clients’ purchase or sale of securities, nonpublic information regarding the portfolio holdings of any Fund, or nonpublic securities recommendations for clients is deemed an Access Person, regardless of his or her expected tenure, and is subject to disclosure and reporting requirements under the Code of Ethics, unless otherwise granted an exception by the CCO.

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or other partners of William Blair hold interests (“Private Fund Account”) will not be deemed an Access Person hereunder if the aggregate beneficial ownership of all Access Persons and partners of William Blair in such Private Fund Account represents less than 10% of the total interests in the Private Fund Account.

 

c.          “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.

 

d.          An “Independent Trustee” is any trustee of William Blair Funds who is not an “interested person” of the Fund as defined in Section 2(a) (19) of the Investment Company Act of 1940.

 

e.          A person does not become an Access Person simply by virtue of the following:

 

    i. assisting in the preparation of public reports, or receiving public reports in the normal course of his or her duties (this exception does not include receiving information about nonpublic recommendations or trading); or
       
    ii. a single instance of obtaining knowledge of nonpublic recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.

 

f.          A Covered Security is “being purchased or sold” by a Fund from the time when the person or persons with the authority to make investment decisions for the Fund decides to purchase or sell a specified amount of the Covered Security within a specified price range until the earlier of the time when the sale or purchase has been completed or the time when the price range is first exceeded.

 

g.          A Covered Security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

h.          The “beneficial ownership” of a Covered Security shall be determined hereunder in the same manner as under Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which the person has or acquires. Specifically, a person will be regarded as having beneficial ownership of (i) any Covered Security, title to which can vest or revest in that person, (ii) any Covered Security held in another’s name, if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains therefrom benefits substantially equivalent to those of ownership, and (iii) any Covered Security owned by (A) the person’s spouse or minor children, (B) a trust of which the person, or the person’s spouse or minor children, is or are named (individually or by class) as beneficiaries and

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have a present beneficial interest, or (C) immediate family5 of the person who share the person’s home.

 

i.          “Control” shall have the same meaning as that set forth in Section 2(a) (9) of the Investment Company Act of 1940.

 

j.          The term “purchase or sale of a Covered Security” includes, inter alia, the buying or writing of an option to purchase or sell a Covered Security and any security convertible into or exchangeable for such Covered Security.

 

k.          The term “Covered Security” shall mean a “security” as that term is defined in Section 2(a)(36) of the Investment Company Act of 1940, as well as futures and commodities, except that it does not include direct obligations of the Government of the United States, bankers’ acceptances, bank and savings and loan association accounts, high quality short-term debt instruments (including repurchase agreements), certificates of deposit, commercial paper, or shares of registered open-end investment companies. However, for Access Persons the term “Covered Security” shall also mean shares of a Fund.

 

l.          A “Securities Account” is any account that holds or can hold a Covered Security.

 

m.          A person will “indirectly” effect a transaction if, but only if, the person knowingly causes or influences another person to effect the transaction.

 

n.          The “Supervisory Committee” shall consist of the President, any other trustee of the William Blair Funds who is an “interested person” of the William Blair Funds, the CCO, and such other persons as are designated by the Supervisory Committee.

 

o.          “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 Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

p.          “Limited Offering” 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 rule 504, rule 505 or rule 506 thereunder.

 

q.          “Portfolio management team” includes the portfolio manager(s) with investment management responsibilities for specific clients, as well as any dedicated analyst(s) and portfolio assistant(s) who support such portfolio manager(s).

 

r.          “Compliance Department” means William Blair Investment Management, LLC’s Compliance Department.

 

 

 

5 The term ‘immediate family’ shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

4
2.Exempted Transactions.

 

The prohibitions and reporting requirements of Sections 3, 4 and 5 of this Code of Ethics do not apply to the following items:

 

a.          Transactions effected or securities held in any account over which a person has no direct or indirect influence or control.

 

b.          Transactions effected pursuant to an Automatic Investment Plan.6

 

3.Prohibitions.

 

a.          Except as provided in Section 2 of this Code of Ethics, no Access Person may purchase or sell, directly or indirectly, a Covered Security in which such Access Person has, or by reason of such transaction acquires or sells, any beneficial ownership, if the Access Person knew or reasonably should have known at the time of such purchase or sale that the security was being purchased or sold by a Fund or other client,7 or was being considered for such purchase or sale.

 

b.          No Access Person may disclose to any person any non-public information regarding transactions in any Covered Security being purchased or sold by a Fund or other client, or being considered for such purchase or sale. This prohibition does not apply to disclosures among such Access Persons in connection with their performance of duties for a Fund or other client.

 

c.          The purchase and sale, or the sale and purchase, by an Access Person of the same Covered Security (other than a Fund) within thirty (30) calendar days and at a net profit is prohibited. This prohibition applies without regard to tax lot considerations.8 Involuntary calls of an option written by an Access Person are excluded; however, purchases and sales of options occurring within 30 days resulting in profits are prohibited. Profits from trading within any 30-day period will require disgorgement. For purposes of counting the 30 days, multiple transactions in the same Covered Security will be counted in such a manner as to produce the shortest time period between transactions. This prohibition includes short sales. Sales at original purchase price or at a loss are not prohibited. All other exceptions require advance written approval from the CCO (or designee). Access Persons are responsible for ensuring that the 30-day rule is observed when preclearance requests are made.

 

d.          Purchases of the Funds are required to be held by Access Persons for at least sixty (60) calendar days.9 This prohibition applies without regard to tax lot considerations and without regard to profitability. Profits from any sale before the 60-day period expires will require disgorgement. Any applicable redemption fees will also apply. Any exceptions require advance written approval from the CCO (or designee).

 

 

 

6 However, any transaction that overrides the pre-set schedule or allocations of the Automatic Investment Plan is not exempt (i.e., it must be pre-cleared and reported).

7 The definition of “client” shall not include participants in a wrap fee program or manager selection program for the purposes of the prohibitions set forth in Sections 3.a, 3.e and 3.g of this Code of Ethics.

8 Multiple purchases (or short sales) within the preceding 30 days will be averaged to determine if there is a profit.

9 Purchases of the Funds made pursuant to an Automatic Investment Plan are also exempt.

5

e.          No Access Person may trade in a Covered Security (other than a Fund) if a client order for that security is open, except where an open client limit order is away from the current market price at the time the Access Person’s order is received.

 

f.          No Access Person may trade a Covered Security (other than a Fund) for two (2) business days from the time William Blair initiates coverage or changes a rating of a Covered Security, or otherwise has a Covered Security under review. If the announcement of the initiation of coverage, rating change or other review of a Covered Security occurs after the opening of the market on a given day, the security will be restricted for the remainder of that trading day plus the following 2 business days.

 

g.          No Access Person who is a member of a portfolio management team may trade in a Covered Security within 7 calendar days prior to any of the advisory or discretionary clients of that portfolio management team that are trading in that same security. Further, no member of that portfolio management team may trade a Covered Security in the opposite direction of a client within two (2) business days after any of the clients of that portfolio management team. However, unless restricted by other sections of this Code of Ethics, a trade by the portfolio management team may immediately follow the client trade so long as the portfolio management team trade is consistent with the client trade (i.e., the trades for both the client and the member of the portfolio management team are both buys or both sells).

 

h.          No Access Person may accept or give any gift or other thing of more than de minimis value from or to any person or entity that does business with or on behalf of a Fund or other client. For purposes of this Code of Ethics, de minimis is defined as reasonable and customary business entertainment, such as lunch, dinner or tickets to sporting or cultural events, but does not include trips or similar activities. Any solicitation of gifts or entertainment is unprofessional and is strictly prohibited.

 

i.          No Access Person may personally or beneficially acquire for his or her account any security in an Initial Public Offering.

 

j.          No Access Person may personally or beneficially acquire any security described by an underwriter as a “hot issue” public offering or “new issue.”

 

k.          No Access Person may purchase any security offered in a Limited Offering without prior approval from the Compliance Department. Consideration will take into account whether or not the investment opportunity should be reserved for a Fund.

 

l.          No Access Person may serve on Boards of Directors of publicly traded companies without prior authorization from the Supervisory Committee, which would base its determination upon whether the board service would be consistent with the interests of William Blair or the Funds.

 

m.          Notwithstanding the prohibitions set forth above in Sections 3.e, 3.f and 3.g, preclearance requests for transactions in individual securities contained in the Standard & Poor’s 500 Index, not to exceed 500 shares, will be approved unless they conflict with the 30-day short-term profit restriction in Section 3.c.

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4.Reporting.

 

a.          Except as provided in Section 2 of the Code of Ethics, each Access Person must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction in which the Access Person has, had, or by reason of such transaction acquired any direct or indirect beneficial ownership in Covered Securities.

 

b.          Except as provided in Section 2 of this Code of Ethics, each Independent Trustee must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction of which the Independent Trustee is aware in a Covered Security in which the Independent Trustee has, or by reason of such transaction acquires, any beneficial ownership if such Independent Trustee at the time of the transaction knew, or in the ordinary course of fulfilling the Independent Trustee’s official duties as a trustee of the Fund should have known, that, during the fifteen-day period immediately preceding or after the date of the transaction, the security was purchased or sold by a Fund, or was being considered for such purchase or sale.

 

c.          Every such required report must be made no later than thirty days after the end of the calendar quarter in which the transaction with respect to which the report relates is effected and must contain the following information:

 

    i. the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date and number of shares, and the principal amount of each Covered Security involved;

 

    ii. the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

    iii. the price at which the transaction was effected;

 

    iv. the name of the broker, dealer, bank or other party with or through whom the transaction was effected; and

 

    v. the date of the report.

 

d.          Each Access Person shall arrange to have duplicate brokerage statements and confirmations for each account in which the Access Person has beneficial ownership sent directly to William Blair’s Investment Management Compliance Department and such other person or persons as may be designated by the Supervisory Committee from time to time. If a confirmation for the reporting Access Person’s transaction includes the required information, the form of report under Section 4.c may be a copy of the confirmation involved.

 

e.          Each Access Person will, no later than 30 days after the end of a calendar quarter, provide to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) a report with respect to accounts established with any broker during the quarter in which the Access Person has beneficial ownership. Such report

7

will contain the name in which the account is maintained, the name of the broker, dealer or bank where the account was established, the date the account was established and the date the report is submitted.

 

f.          Access Persons who have obtained prior authorization to acquire securities in a Limited Offering, or who otherwise hold securities previously acquired in a Limited Offering, are required to disclose that investment in any subsequent consideration by a Fund of an investment in the private placement issuer.

 

g.          Each Access Person shall provide the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) with a schedule of all personal securities holdings upon commencement of employment (or upon becoming an Access Person) and annually thereafter. The initial report shall be made within 10 calendar days after commencement of employment (or upon becoming an Access Person) and shall include the following information (which information must be current as of a date no more than 45 days before the date the person becomes an Access Person). Annually thereafter, the report shall include the following information as of a date no more than 45 days prior to the date the report was submitted.

 

    i. the title and, as applicable, the exchange ticker symbol or CUSIP numbers, number of shares and principal amount of each Covered Security in which such Access Person has any direct or indirect beneficial ownership;

 

    ii. the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of such Access Person, the name in which the account is maintained and the number of the account (or if no such account is maintained, a statement to that effect); and

 

    iii. the date the report is submitted by the Access Person.

 

Annual reports shall be submitted within 30 calendar days after the last day of each calendar year. Unless otherwise required by the Supervisory Committee, this obligation may be fulfilled by providing the Supervisory Committee with a copy of such Access Person’s brokerage account statements, provided that (1) such statements contain in the aggregate all of the information called for above and (2) such Access Person indicates that he or she has reviewed the statements for accuracy and completeness by signing the copy of each statement submitted to the Supervisory Committee.

 

h.          Any report made pursuant to this Section 4 may contain a statement that the report may not be construed as an admission by the Access Person making the report that the Access Person has any beneficial ownership interest in the Covered Security to which the report relates.

 

i.          The CCO shall establish procedures to enforce this Code of Ethics and shall designate one or more persons who shall be responsible for reviewing the transaction and holding reports made pursuant to this Section 4. No member of the Compliance Department shall review his own reports, and such reports shall be reviewed by a compliance or management person who is senior to such person.

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5.Maintenance of Securities Accounts and Preclearance of Personal Securities Transactions.

 

a.          All Securities Accounts in which an Access Person has beneficial ownership must be maintained at a brokerage firm approved by the Compliance Department. Under limited circumstances, the Compliance Department may grant exceptions to this requirement upon written request from the Access Person. Any such request must be in writing and shall set forth in reasonable detail the facts and circumstances to support the request.

 

b.          All Access Persons must ‘preclear’ their personal purchases or sales of Covered Securities (other than the Funds) prior to their execution with the person or persons designated by the Supervisory Committee to perform the preclearance function.10 All preclearance requests must be made between 9:00 a.m. (Central time) and the close of regular trading hours of the New York Stock Exchange (which is generally 3:00 p.m. Central time) on each day when the exchange is open. If authorization is granted, it is effective until the earlier of: (1) its revocation; or (2) the close of business of the same trading day that the authorization is granted. If the order for the transaction is not executed within that period, a new advance authorization must be obtained before the transaction is placed.

 

c.          Access Persons shall execute all transactions in Covered Securities subject to the reporting requirements of Section 4.a for an account in which the person has beneficial ownership through a brokerage firm approved by the Compliance Department, unless an exemption is obtained from the Compliance Department.

 

d.          Access Persons may engage in short sales and margin transactions and may purchase or sell options, provided they receive preclearance and meet all other applicable requirements under this Code of Ethics.

 

6.Violations.

 

Upon discovering a violation of this Code of Ethics, the Supervisory Committee shall impose the penalties described below upon supervised persons and Access Persons. William Blair shall inform the Funds’ Board of Trustees (the “Board”) of any discovered violations by a supervised person, an Access Person or members of the Board, and the Board shall have the authority and power to discipline its members for such violations.

 

Penalties will be assessed according to the following penalty chart.

 

    Minor Offenses

 

      First minor offense – Verbal warning;
      Second minor offense – Written notice;

 

 

 

10 The Supervisory Committee currently has designated the CCO and the other members of the Compliance Department to pre-approve all transactions by Access Persons. Access persons are currently required to submit their preclearance requests, as well as the reports described in Section 4, via the Schwab Compliance Technologies (“SCT”) automated compliance monitoring system. The CCO, the other members of the Compliance Department and such other persons as may be designated by the CCO shall be responsible for administering the SCT system.

9
      Third minor offense – $1,000 fine to be donated to charity.11

 

Minor offenses include (but are not limited to) the following: failure or late submissions of quarterly transaction reports and other certifications, and conflicting pre-clearance request dates versus actual trade dates.

 

    Substantive Offenses

 

   First substantive offense – Written notice (in addition to disgorgement of profits);
   Second substantive offense – $1,000 fine (in addition to disgorgement of profits) to be donated to charity;
   Third substantive offense – $2,500 fine (in addition to disgorgement of profits) to be donated to charity.

 

Substantive offenses include (but are not limited to) the following: violations of the prohibitions described in Section 3 above, including but not limited to the unauthorized purchase/sale of restricted investments, material violations of trading blackouts, failure to request trade pre-clearance, and violations of the short-term trading prohibitions.

 

    Serious Offenses

 

Trading with insider information and/or “front running” a client is considered a “serious offense.” The Supervisory Committee will take appropriate steps, which may include suspension or termination of employment. The Board will be informed immediately of any serious offense.

 

If a Minor or Substantive Offense occurs two or more years after a prior such offense, it will be considered a first offense unless determined otherwise by the Supervisory Committee. The Supervisory Committee may deviate from the penalties listed above where it determines that a more or less severe penalty is appropriate based on the specific circumstances of that situation. For instance, repeated minor or substantive offenses may result in suspension or termination of employment.

 

7.Miscellaneous.

 

a.          No knowledge or information regarding a Fund’s portfolio transactions will be imputed to an Independent Trustee by reason of a meeting of the Board if the trustee did not attend the portion of the meeting at which the information was discussed.

 

 

 

11 All fines will be made payable to the violating person’s charity of choice (reasonably acceptable to the Supervisory Committee and either turned over to the Supervisory Committee, which in turn will mail the donation check on behalf of the violating person, or the violating person will provide evidence of payment satisfactory to the Supervisory Committee that the payment has been made.

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b.          No report is required under Section 4.c of this Code of Ethics to the extent that the information therein would duplicate information recorded under subsections 12 or 13 of Rule 204-2(a) under the Investment Advisers Act of 1940, provided that such information shall be provided automatically to the Supervisory Committee.

 

c.          Covered Securities, and transactions in Covered Securities, may be exempted (individually or by class) from Section 3.a hereof by the Supervisory Committee on a finding that the purchase or sale involved is only remotely potentially harmful to the Fund or other client because, e.g., the purchase or sale would be very unlikely to affect a highly institutional market. The Supervisory Committee may also exempt the sale of a Covered Security by an Access Person under unusual circumstances, such as a personal financial emergency, which shall be reported to the Board as part of the annual report on the Code of Ethics.

 

d.          The fact that a Covered Security has been the subject of a formal or informal research report shall not, in and of itself, indicate that the Covered Security is under consideration for purchase or sale. For purposes hereof, it shall not be considered that any Access Person knew, or should have known, that a Covered Security was under consideration for purchase or sale, or that the Covered Security had been purchased or sold, solely on the basis of receipt of a research report thereon.

 

e.          No Covered Security purchase or sale by an Access Person will prevent the President (or other person controlling investments) from purchasing or selling the Covered Security for a Fund or other client.

 

f.          William Blair and the Funds shall submit this Code to the Board of Trustees of the Funds for approval within the time frames required by Rule 17j- 1 of the Investment Company Act of 1940. Any material changes to this Code shall be submitted to such Board within six months of such change.

 

g.          On an annual basis, William Blair and the Funds shall provide a written report that: summarizes existing procedures concerning personal investing and any additional procedures adopted during the year; describes any material issues arising under the Code of Ethics or such procedures since the last report, including but not limited to any material violations of the Code of Ethics or such procedures, and any sanctions imposed in response thereto; identifies material conflicts that arose during the year; and identifies any recommended changes in restrictions or procedures based upon William Blair’s or the Funds’ experience under this Code of Ethics, evolving industry practices, or developments in applicable law or regulations. Such report must include any certification required by Rule 17j-l.

 

h.          William Blair shall maintain all records required to be kept under Rule 17j-1 and Rule 204-2 on its own behalf and on behalf of the Funds.

 

AMENDED: May 9, 2007, February 18, 2010, April 29, 2014, July 1, 2015, and July 31, 2018

11

v3.22.2
Document and Entity Information
Total
Prospectus:  
Document Type 485BPOS
Document Period End Date Mar. 31, 2022
Entity Registrant Name MERCER FUNDS
Entity Central Index Key 0001320615
Entity Inv Company Type N-1A
Amendment Flag false
Document Creation Date Jul. 29, 2022
Document Effective Date Jul. 31, 2022
Prospectus Date Jul. 31, 2022

v3.22.2
Total
Mercer US Large Cap Equity Fund
Mercer US Large Cap Equity Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer US Large Cap Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer US Large Cap Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.50% 0.50% 0.50% 0.50%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.06% 0.06% 0.06% 0.06%
Total Annual Fund Operating Expenses 1.06% 0.81% 0.71% 0.56%
Less Fee Waivers [1] (0.26%) (0.26%) (0.26%) (0.26%)
Net Annual Fund Operating Expenses 0.80% 0.55% 0.45% 0.30%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer US Large Cap Equity Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 82 311 560 1,271
Class I 56 233 424 977
Class Y-2 46 201 369 858
Class Y-3 31 153 287 677
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests principally in equity securities (such as common stock) issued by large capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of large capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “large capitalization U.S. companies” to be U.S. companies with market capitalizations greater than $4 billion at the time of investment. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives

are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 1000® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. Brandywine Global Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 21, 2011. Jennison Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. O’Shaughnessy Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 20, 2010. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Polen Capital Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. Delaware Investments Fund Advisers, a series of Macquarie Investment Business Trust, assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019.

Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.92%.

The Fund’s highest return for a quarter during the periods shown above was 23.67%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39% for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer US Large Cap Equity Fund
1 Year
5 Years
10 Years
Class Y-3 23.78% 17.48% 15.41%
After Taxes on Distributions | Class Y-3 20.92% 14.22% 11.81%
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 15.89% 12.97% 11.38%
Russell 1000® Index (reflects no deduction for fees, expenses, or taxes) [1] 26.45% 18.43% 16.73%
[1] The Russell 1000® Index measures the performance of the large cap segment of the U.S. equity universe. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer US Large Cap Equity Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer US Large Cap Equity Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 30.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

The Fund invests principally in equity securities (such as common stock) issued by large capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of large capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “large capitalization U.S. companies” to be U.S. companies with market capitalizations greater than $4 billion at the time of investment. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives

are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 1000® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. Brandywine Global Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 21, 2011. Jennison Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. O’Shaughnessy Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 20, 2010. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Polen Capital Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 15, 2019. Delaware Investments Fund Advisers, a series of Macquarie Investment Business Trust, assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 1000® Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.92%.

The Fund’s highest return for a quarter during the periods shown above was 23.67%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39% for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (22.92%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 23.67%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (22.39%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes)
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer US Large Cap Equity Fund | Russell 1000® Index (reflects no deduction for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 26.45% [1]
5 Years rr_AverageAnnualReturnYear05 18.43% [1]
10 Years rr_AverageAnnualReturnYear10 16.73% [1]
Mercer US Large Cap Equity Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.50% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.06%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.26%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.80%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 82
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 311
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 560
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,271
Mercer US Large Cap Equity Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.50% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.81%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.26%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.55%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 56
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 233
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 424
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 977
Mercer US Large Cap Equity Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.50% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.71%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.26%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.45%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 46
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 201
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 369
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 858
Mercer US Large Cap Equity Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.50% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.56%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.26%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.30%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 31
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 153
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 287
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 677
Annual Return 2012 rr_AnnualReturn2012 15.49%
Annual Return 2013 rr_AnnualReturn2013 34.91%
Annual Return 2014 rr_AnnualReturn2014 9.82%
Annual Return 2015 rr_AnnualReturn2015 3.92%
Annual Return 2016 rr_AnnualReturn2016 5.34%
Annual Return 2017 rr_AnnualReturn2017 26.05%
Annual Return 2018 rr_AnnualReturn2018 (9.06%)
Annual Return 2019 rr_AnnualReturn2019 30.90%
Annual Return 2020 rr_AnnualReturn2020 20.47%
Annual Return 2021 rr_AnnualReturn2021 23.78%
1 Year rr_AverageAnnualReturnYear01 23.78%
5 Years rr_AverageAnnualReturnYear05 17.48%
10 Years rr_AverageAnnualReturnYear10 15.41%
Mercer US Large Cap Equity Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 20.92%
5 Years rr_AverageAnnualReturnYear05 14.22%
10 Years rr_AverageAnnualReturnYear10 11.81%
Mercer US Large Cap Equity Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 15.89%
5 Years rr_AverageAnnualReturnYear05 12.97%
10 Years rr_AverageAnnualReturnYear10 11.38%
[1] The Russell 1000® Index measures the performance of the large cap segment of the U.S. equity universe. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

v3.22.2
Total
Mercer US Small/Mid Cap Equity Fund
Mercer US Small/Mid Cap Equity Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, comprised primarily of capital appreciation.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer US Small/Mid Cap Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer US Small/Mid Cap Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.87% 0.87% 0.87% 0.87%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.05% 0.05% 0.05% 0.05%
Acquired Fund Fees and Expenses 0.02% 0.02% 0.02% 0.02%
Total Annual Fund Operating Expenses [3] 1.44% 1.19% 1.09% 0.94%
Less Fee Waivers [1] (0.46%) (0.46%) (0.46%) (0.46%)
Net Annual Fund Operating Expenses [3] 0.98% 0.73% 0.63% 0.48%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
[3] Total Annual Fund Operating Expenses and Net Annual Fund Operating Expenses do not correlate to the “total expenses (before reductions and reimbursements/waivers) to average daily net assets” and “net expenses to average daily net assets”, respectively, provided in the Financial Highlights. The information in the Financial Highlights does not include Acquired Fund Fees and Expenses, which are included above.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer US Small/Mid Cap Equity Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 100 410 743 1,685
Class I 75 332 610 1,402
Class Y-2 64 301 556 1,287
Class Y-3 49 254 475 1,113
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 36% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests principally in equity securities (such as common stock) issued by small-to-medium capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of small-to-medium capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “small to medium capitalization U.S. companies” to be U.S. companies with market capitalizations between $25 million and the largest company included in the Russell 2500® Index (as of June 30, 2022, $17.8 billion). The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

Real Estate Investment Trusts (“REITs”) Risk. REITs may be affected by changes in the value of the underlying properties owned by the trusts and by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few properties, or in a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the Fund. In addition, to the extent that the Fund invests in REITs, the Fund must bear the REIT’s expenses in addition to the expenses of its own operation and is subject to risks associated with extended vacancies of properties or defaults by borrowers or tenants, particularly during periods of disruptions to business operations or an economic downturn.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 2500® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. GW&K Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Loomis, Sayles & Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. River Road Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2019. Westfield Capital Management Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on August 15, 2005.

Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -21.14%.

The Fund’s highest return for a quarter during the periods shown above was 26.07%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -30.23%, for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer US Small/Mid Cap Equity Fund
1 Year
5 Years
10 Years
Class Y-3 24.36% 13.96% 13.28%
After Taxes on Distributions | Class Y-3 18.20% 10.74% 10.42%
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 16.90% 10.14% 9.97%
Russell 2500® Index (reflects no deduction for fees, expenses, or taxes) [1] 18.18% 13.75% 14.15%
[1] The Russell 2500® Index measures the performance of the small-to mid-cap segment of the U.S. equity universe. The Russell 2500® Index is a subset of the Russell 3000® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer US Small/Mid Cap Equity Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer US Small/Mid Cap Equity Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, comprised primarily of capital appreciation.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 36% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 36.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees Total Annual Fund Operating Expenses and Net Annual Fund Operating Expenses do not correlate to the “total expenses (before reductions and reimbursements/waivers) to average daily net assets” and “net expenses to average daily net assets”, respectively, provided in the Financial Highlights. The information in the Financial Highlights does not include Acquired Fund Fees and Expenses, which are included above.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

The Fund invests principally in equity securities (such as common stock) issued by small-to-medium capitalization U.S. companies. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of small-to-medium capitalization U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. For purposes of this investment policy, the Fund considers “small to medium capitalization U.S. companies” to be U.S. companies with market capitalizations between $25 million and the largest company included in the Russell 2500® Index (as of June 30, 2022, $17.8 billion). The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

Real Estate Investment Trusts (“REITs”) Risk. REITs may be affected by changes in the value of the underlying properties owned by the trusts and by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few properties, or in a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the Fund. In addition, to the extent that the Fund invests in REITs, the Fund must bear the REIT’s expenses in addition to the expenses of its own operation and is subject to risks associated with extended vacancies of properties or defaults by borrowers or tenants, particularly during periods of disruptions to business operations or an economic downturn.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 2500® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 27, 2016, the Fund changed certain of its subadvisers and revised its principal investment strategies. For periods prior to June 27, 2016, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup and principal investment strategies. GW&K Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Loomis, Sayles & Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2016. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. River Road Asset Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2019. Westfield Capital Management Company, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on August 15, 2005.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the Russell 2500® Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -21.14%.

The Fund’s highest return for a quarter during the periods shown above was 26.07%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -30.23%, for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (21.14%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 26.07%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (30.23%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes)
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer US Small/Mid Cap Equity Fund | Russell 2500® Index (reflects no deduction for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 18.18% [1]
5 Years rr_AverageAnnualReturnYear05 13.75% [1]
10 Years rr_AverageAnnualReturnYear10 14.15% [1]
Mercer US Small/Mid Cap Equity Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.87% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.05% [3]
Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.02%
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.44% [4]
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.46%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.98% [4]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 100
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 410
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 743
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,685
Mercer US Small/Mid Cap Equity Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.87% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.05% [3]
Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.02%
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.19% [4]
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.46%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.73% [4]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 75
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 332
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 610
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,402
Mercer US Small/Mid Cap Equity Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.87% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.05% [3]
Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.02%
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.09% [4]
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.46%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.63% [4]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 64
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 301
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 556
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,287
Mercer US Small/Mid Cap Equity Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.87% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.05% [3]
Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.02%
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.94% [4]
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.46%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.48% [4]
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 49
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 254
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 475
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,113
Annual Return 2012 rr_AnnualReturn2012 15.49%
Annual Return 2013 rr_AnnualReturn2013 34.91%
Annual Return 2014 rr_AnnualReturn2014 9.82%
Annual Return 2015 rr_AnnualReturn2015 3.92%
Annual Return 2016 rr_AnnualReturn2016 5.34%
Annual Return 2017 rr_AnnualReturn2017 26.05%
Annual Return 2018 rr_AnnualReturn2018 (13.20%)
Annual Return 2019 rr_AnnualReturn2019 29.42%
Annual Return 2020 rr_AnnualReturn2020 15.70%
Annual Return 2021 rr_AnnualReturn2021 24.36%
1 Year rr_AverageAnnualReturnYear01 24.36%
5 Years rr_AverageAnnualReturnYear05 13.96%
10 Years rr_AverageAnnualReturnYear10 13.28%
Mercer US Small/Mid Cap Equity Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 18.20%
5 Years rr_AverageAnnualReturnYear05 10.74%
10 Years rr_AverageAnnualReturnYear10 10.42%
Mercer US Small/Mid Cap Equity Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 16.90%
5 Years rr_AverageAnnualReturnYear05 10.14%
10 Years rr_AverageAnnualReturnYear10 9.97%
[1] The Russell 2500® Index measures the performance of the small-to mid-cap segment of the U.S. equity universe. The Russell 2500® Index is a subset of the Russell 3000® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
[4] Total Annual Fund Operating Expenses and Net Annual Fund Operating Expenses do not correlate to the “total expenses (before reductions and reimbursements/waivers) to average daily net assets” and “net expenses to average daily net assets”, respectively, provided in the Financial Highlights. The information in the Financial Highlights does not include Acquired Fund Fees and Expenses, which are included above.

v3.22.2
Total
Mercer Non-US Core Equity Fund
Mercer Non-US Core Equity Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer Non-US Core Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer Non-US Core Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.70% 0.70% 0.70% 0.70%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.06% 0.06% 0.06% 0.06%
Total Annual Fund Operating Expenses 1.26% 1.01% 0.91% 0.76%
Less Fee Waivers [1] (0.37%) (0.37%) (0.37%) (0.37%)
Net Annual Fund Operating Expenses 0.89% 0.64% 0.54% 0.39%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer Non-US Core Equity Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 91 363 656 1,490
Class I 65 285 522 1,203
Class Y-2 55 253 468 1,086
Class Y-3 40 206 386 908
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 57% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests principally in equity securities (such as common stock) issued by non-U.S. companies of any capitalization, located in the world’s developed and emerging capital markets. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of non-U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents.

 

Certain subadvisers may employ a quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

Securities of non-U.S. companies generally include all securities included in the Fund’s benchmark index. In addition, securities of non-U.S. companies may include: (a) securities of companies that are organized under the laws of, or maintain their principal places of business in, countries other than the United States; (b) securities for which the principal trading market is in a country other than the United States; (c) securities issued or guaranteed by the government of a country other than the United States, such government’s agencies or instrumentalities, or the central bank of such country; (d) securities denominated in the currency issued by a country other than the United States; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in countries other than the United States or have at least 50% of their assets in countries other than the United States; (f) equity securities of companies in countries other than the United States, in the form of depositary receipts; or (g) securities issued by pooled investment vehicles that invest primarily in securities or derivative instruments that derive their value from securities of non-U.S. companies. The Fund may invest in derivative instruments, such as forward contracts and exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs or to increase or decrease currency exposure. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those

that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI EAFE® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on July 22, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. American Century Investment Management, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on November 15, 2013. Arrowstreet Capital, Limited Partnership assumed responsibility for managing a portion of the Fund’s portfolio on December 16, 2010. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 2, 2015. Massachusetts Financial Services Company assumed responsibility for managing a portion of the Fund’s portfolio on November 13, 2009. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015.

Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -20.87%.

The Fund’s highest return for a quarter during the periods shown above was 17.38%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39%, for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer Non-US Core Equity Fund
1 Year
5 Years
10 Years
Class Y-3 11.92% 11.73% 9.87%
After Taxes on Distributions | Class Y-3 7.04% 9.42% 8.04%
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 9.25% 8.84% 7.63%
MSCI EAFE® Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax)) [1] 11.26% 9.55% 8.03%
[1] The MSCI EAFE® Index measures the performance of equity securities in developed markets outside of North America, including Europe, Australasia, and the Far East. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer Non-US Core Equity Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer Non-US Core Equity Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 57% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 57.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

The Fund invests principally in equity securities (such as common stock) issued by non-U.S. companies of any capitalization, located in the world’s developed and emerging capital markets. The Fund employs a “core equity” investment strategy that seeks to meet the Fund’s investment objective by investing in both growth- and value-oriented equity securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in the equity securities of non-U.S. companies. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents.

 

Certain subadvisers may employ a quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

Securities of non-U.S. companies generally include all securities included in the Fund’s benchmark index. In addition, securities of non-U.S. companies may include: (a) securities of companies that are organized under the laws of, or maintain their principal places of business in, countries other than the United States; (b) securities for which the principal trading market is in a country other than the United States; (c) securities issued or guaranteed by the government of a country other than the United States, such government’s agencies or instrumentalities, or the central bank of such country; (d) securities denominated in the currency issued by a country other than the United States; (e) securities of companies that derive at least 50% of their revenues or profits from goods produced or sold, investments made, or services performed in countries other than the United States or have at least 50% of their assets in countries other than the United States; (f) equity securities of companies in countries other than the United States, in the form of depositary receipts; or (g) securities issued by pooled investment vehicles that invest primarily in securities or derivative instruments that derive their value from securities of non-U.S. companies. The Fund may invest in derivative instruments, such as forward contracts and exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs or to increase or decrease currency exposure. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those

that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI EAFE® Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on July 22, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. American Century Investment Management, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on November 15, 2013. Arrowstreet Capital, Limited Partnership assumed responsibility for managing a portion of the Fund’s portfolio on December 16, 2010. LSV Asset Management assumed responsibility for managing a portion of the Fund’s portfolio on July 2, 2015. Massachusetts Financial Services Company assumed responsibility for managing a portion of the Fund’s portfolio on November 13, 2009. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI EAFE® Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on July 22, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -20.87%.

The Fund’s highest return for a quarter during the periods shown above was 17.38%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -22.39%, for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (20.87%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 17.38%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (22.39%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer Non-US Core Equity Fund | MSCI EAFE® Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 11.26% [1]
5 Years rr_AverageAnnualReturnYear05 9.55% [1]
10 Years rr_AverageAnnualReturnYear10 8.03% [1]
Mercer Non-US Core Equity Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.70% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.26%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.37%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.89%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 91
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 363
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 656
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,490
Mercer Non-US Core Equity Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.70% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.01%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.37%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.64%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 65
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 285
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 522
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,203
Mercer Non-US Core Equity Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.70% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.91%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.37%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.54%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 55
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 253
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 468
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,086
Mercer Non-US Core Equity Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.70% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.76%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.37%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.39%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 40
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 206
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 386
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 908
Annual Return 2012 rr_AnnualReturn2012 17.84%
Annual Return 2013 rr_AnnualReturn2013 26.40%
Annual Return 2014 rr_AnnualReturn2014 (3.68%)
Annual Return 2015 rr_AnnualReturn2015 1.48%
Annual Return 2016 rr_AnnualReturn2016 1.10%
Annual Return 2017 rr_AnnualReturn2017 27.45%
Annual Return 2018 rr_AnnualReturn2018 (13.12%)
Annual Return 2019 rr_AnnualReturn2019 24.40%
Annual Return 2020 rr_AnnualReturn2020 12.96%
Annual Return 2021 rr_AnnualReturn2021 11.92%
1 Year rr_AverageAnnualReturnYear01 11.92%
5 Years rr_AverageAnnualReturnYear05 11.73%
10 Years rr_AverageAnnualReturnYear10 9.87%
Mercer Non-US Core Equity Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 7.04%
5 Years rr_AverageAnnualReturnYear05 9.42%
10 Years rr_AverageAnnualReturnYear10 8.04%
Mercer Non-US Core Equity Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 9.25%
5 Years rr_AverageAnnualReturnYear05 8.84%
10 Years rr_AverageAnnualReturnYear10 7.63%
[1] The MSCI EAFE® Index measures the performance of equity securities in developed markets outside of North America, including Europe, Australasia, and the Far East. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

v3.22.2
Total
Mercer Emerging Markets Equity Fund
Mercer Emerging Markets Equity Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer Emerging Markets Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer Emerging Markets Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.77% 0.77% 0.77% 0.77%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.10% 0.10% 0.10% 0.10%
Total Annual Fund Operating Expenses 1.37% 1.12% 1.02% 0.87%
Less Fee Waivers [1] (0.40%) (0.40%) (0.40%) (0.40%)
Net Annual Fund Operating Expenses 0.97% 0.72% 0.62% 0.47%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer Emerging Markets Equity Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 99 394 712 1,612
Class I 74 316 578 1,327
Class Y-2 63 285 524 1,212
Class Y-3 48 238 443 1,036
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 51% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings, in equity securities (such as dividend-paying securities, common stock and preferred stock) of companies that are located in emerging markets, and other investments that are tied economically to emerging markets but that may be listed or traded outside the issuer’s domicile country, which may include American, European and Global Depositary Receipts and other depositary receipts (“Depositary Receipts”). (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund invests in large, medium and small capitalization companies. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. The Fund’s portfolio securities are denominated primarily in foreign currencies and are typically held outside the U.S.

 

Stock index futures and various types of swaps may be used to implement the country selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, swaps and currency forwards to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Emerging market countries include all countries represented by the MSCI Emerging Markets Index. In determining if a security is economically tied to an emerging market country the Fund generally looks to the country of incorporation of the issuer as listed on Bloomberg, a widely recognized provider of market information. The Fund’s subadvisers may determine a security is economically tied to an emerging market country based on other factors, such as an issuer’s country of domicile, where the majority of an issuer’s revenues are generated or where an issuer’s primary exchange is located. As a result, a security may be economically tied to more than one country. With respect to derivative instruments, the Fund generally considers such instruments to be economically tied to emerging market countries if the underlying assets of the derivatives are (i) foreign currencies (or baskets or indices of such currencies); (ii) instruments or securities that are issued by foreign governments or by an issuer economically tied to an emerging market country as described above; or (iii) for certain money market instruments, if either the issuer or the guarantor of such money market instrument is economically tied to an emerging market country as described above.

In addition, the Fund may invest its assets in equity securities of companies that are located in “frontier markets” countries and other investments that are tied economically to “frontier markets” countries. “Frontier markets” is often used to describe the markets of smaller, less accessible, but still investable, countries of the developing world. “Frontier market” countries include all countries represented by the MSCI Frontier Markets Index. The securities of frontier market companies tend to be smaller in total market capitalization.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments. The Fund may focus on specific geographic regions, including countries in Asia, thus providing exposure to the risks associated with investment in Asian markets. Parts of the Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States. Investments in countries in the Asian region will be impacted by the market conditions, legislative or regulatory changes, competition, or political, economic and other developments in Asia. Investments in China may subject the Fund to certain additional risks, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization, exchange control regulations (including currency blockage), trading halts, imposition of tariffs, limitations on repatriation and differing legal standards.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to

recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposures, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI Emerging Markets Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because these there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. William Blair Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 21, 2016. Origin Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019. BennBridge US LLC, Grantham, Mayo, Van Otterloo & Co. LLC and Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited assumed responsibility for managing portions of the Fund’s portfolio on March 15, 2021.

(2013 was Class Y-3’s first full calendar year of operation)
Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.04%.

The Fund’s highest return for a quarter during the period shown above was 20.03%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -25.65%, for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer Emerging Markets Equity Fund
1 Year
5 Years
Life of Fund
Inception Date
Class Y-3 0.01% 9.00% 3.99% May 01, 2012
After Taxes on Distributions | Class Y-3 (3.22%) 7.23% 2.93%  
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 1.51% 6.76% 2.95%  
MSCI Emerging Markets Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax)) [1] (2.54%) 9.87% 4.38% May 01, 2012
[1] The MSCI Emerging Markets Index measures the performance of equity securities in global emerging markets. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer Emerging Markets Equity Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer Emerging Markets Equity Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 51% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 51.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings, in equity securities (such as dividend-paying securities, common stock and preferred stock) of companies that are located in emerging markets, and other investments that are tied economically to emerging markets but that may be listed or traded outside the issuer’s domicile country, which may include American, European and Global Depositary Receipts and other depositary receipts (“Depositary Receipts”). (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund invests in large, medium and small capitalization companies. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash or cash equivalents. The Fund’s portfolio securities are denominated primarily in foreign currencies and are typically held outside the U.S.

 

Stock index futures and various types of swaps may be used to implement the country selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, swaps and currency forwards to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

 

Emerging market countries include all countries represented by the MSCI Emerging Markets Index. In determining if a security is economically tied to an emerging market country the Fund generally looks to the country of incorporation of the issuer as listed on Bloomberg, a widely recognized provider of market information. The Fund’s subadvisers may determine a security is economically tied to an emerging market country based on other factors, such as an issuer’s country of domicile, where the majority of an issuer’s revenues are generated or where an issuer’s primary exchange is located. As a result, a security may be economically tied to more than one country. With respect to derivative instruments, the Fund generally considers such instruments to be economically tied to emerging market countries if the underlying assets of the derivatives are (i) foreign currencies (or baskets or indices of such currencies); (ii) instruments or securities that are issued by foreign governments or by an issuer economically tied to an emerging market country as described above; or (iii) for certain money market instruments, if either the issuer or the guarantor of such money market instrument is economically tied to an emerging market country as described above.

In addition, the Fund may invest its assets in equity securities of companies that are located in “frontier markets” countries and other investments that are tied economically to “frontier markets” countries. “Frontier markets” is often used to describe the markets of smaller, less accessible, but still investable, countries of the developing world. “Frontier market” countries include all countries represented by the MSCI Frontier Markets Index. The securities of frontier market companies tend to be smaller in total market capitalization.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Geographic Focus Risk. To the extent that the Fund focuses its investments in a particular geographic region or country, the Fund may be subject to increased currency, political, regulatory and other risks relating to such region or country. As a result, the Fund may be subject to greater price volatility and risk of loss than a fund holding more geographically diverse investments. The Fund may focus on specific geographic regions, including countries in Asia, thus providing exposure to the risks associated with investment in Asian markets. Parts of the Asian region may be subject to a greater degree of economic, political and social instability than is the case in the United States. Investments in countries in the Asian region will be impacted by the market conditions, legislative or regulatory changes, competition, or political, economic and other developments in Asia. Investments in China may subject the Fund to certain additional risks, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization, exchange control regulations (including currency blockage), trading halts, imposition of tariffs, limitations on repatriation and differing legal standards.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to

recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Large Capitalization Stock Risk. Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus on small- or medium-capitalization stocks. Larger, more established companies may be slow to respond to challenges and may grow more slowly than smaller companies.

 

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

 

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposures, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI Emerging Markets Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because these there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. William Blair Investment Management, LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 21, 2016. Origin Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on July 1, 2019. BennBridge US LLC, Grantham, Mayo, Van Otterloo & Co. LLC and Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited assumed responsibility for managing portions of the Fund’s portfolio on March 15, 2021.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI Emerging Markets Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class, Class I or Class Y-2 shares because these there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading (2013 was Class Y-3’s first full calendar year of operation)
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -22.04%.

The Fund’s highest return for a quarter during the period shown above was 20.03%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -25.65%, for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (22.04%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.03%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (25.65%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer Emerging Markets Equity Fund | MSCI Emerging Markets Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (2.54%) [1]
5 Years rr_AverageAnnualReturnYear05 9.87% [1]
Life of Fund rr_AverageAnnualReturnSinceInception 4.38% [1]
Inception Date rr_AverageAnnualReturnInceptionDate May 01, 2012 [1]
Mercer Emerging Markets Equity Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.77% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.10% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.37%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.40%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.97%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 99
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 394
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 712
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,612
Mercer Emerging Markets Equity Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.77% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.10% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.12%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.40%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.72%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 74
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 316
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 578
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,327
Mercer Emerging Markets Equity Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.77% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.10% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.02%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.40%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.62%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 63
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 285
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 524
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,212
Mercer Emerging Markets Equity Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.77% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.10% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.87%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.40%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.47%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 48
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 238
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 443
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,036
Annual Return 2013 rr_AnnualReturn2013 (3.05%)
Annual Return 2014 rr_AnnualReturn2014 (1.01%)
Annual Return 2015 rr_AnnualReturn2015 (14.94%)
Annual Return 2016 rr_AnnualReturn2016 8.96%
Annual Return 2017 rr_AnnualReturn2017 35.15%
Annual Return 2018 rr_AnnualReturn2018 (16.86%)
Annual Return 2019 rr_AnnualReturn2019 18.69%
Annual Return 2020 rr_AnnualReturn2020 15.36%
Annual Return 2021 rr_AnnualReturn2021 0.01%
1 Year rr_AverageAnnualReturnYear01 0.01%
5 Years rr_AverageAnnualReturnYear05 9.00%
Life of Fund rr_AverageAnnualReturnSinceInception 3.99%
Inception Date rr_AverageAnnualReturnInceptionDate May 01, 2012
Mercer Emerging Markets Equity Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (3.22%)
5 Years rr_AverageAnnualReturnYear05 7.23%
Life of Fund rr_AverageAnnualReturnSinceInception 2.93%
Mercer Emerging Markets Equity Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 1.51%
5 Years rr_AverageAnnualReturnYear05 6.76%
Life of Fund rr_AverageAnnualReturnSinceInception 2.95%
[1] The MSCI Emerging Markets Index measures the performance of equity securities in global emerging markets. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

v3.22.2
Total
Mercer Global Low Volatility Equity Fund
Mercer Global Low Volatility Equity Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer Global Low Volatility Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer Global Low Volatility Equity Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.73% 0.73% 0.73% 0.73%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.07% 0.07% 0.07% 0.07%
Total Annual Fund Operating Expenses 1.30% 1.05% 0.95% 0.80%
Less Fee Waivers [1] (0.49%) (0.49%) (0.49%) (0.49%)
Net Annual Fund Operating Expenses 0.81% 0.56% 0.46% 0.31%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer Global Low Volatility Equity Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 83 364 666 1,525
Class I 57 285 532 1,238
Class Y-2 47 254 478 1,122
Class Y-3 32 206 396 944
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account.

These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 59% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. and foreign issuers. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash, or cash equivalents. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund reasonably anticipates that under normal circumstances it will invest significantly in a broad range of countries, which will typically be countries represented by the MSCI World Index, and that approximately 30%-60% of its assets will be invested in equity securities of foreign issuers. In addition, the Fund may invest up to 15% of its net assets in cash, cash equivalents or cash-like investments. The Fund invests in large, medium and small capitalization companies. The Fund will seek to achieve its investment objective by matching the return of its benchmark, the MSCI World Index, over 5-7 years with lower price volatility than the benchmark for the period, by investing in securities of issuers with certain volatility characteristics. Such volatility characteristics may include, but are not limited to, high return on equity, low debt to equity ratios, and high earnings growth stability.

 

Stock index futures and various types of swaps may be used to implement the equity security selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Large Capitalization Risk. Large capitalization companies perform differently from, and at times and for extend periods of time worse than, stocks of medium and small capitalization companies. Larger more established companies may be unable to respond quickly to new competitive challenges.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative

subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Cash and Other High Quality Instruments. The Fund may invest significantly in cash, cash equivalents or cash-like investments. In addition, the Fund may invest its assets in certain types of equity securities and fixed-income securities with remaining maturities of less than one year. Examples of such equity and fixed-income securities may include convertible bonds, contingent convertible bonds, preference shares and warrants. These cash items and other high-quality corporate debt securities may include a number of money market instruments such as securities issued by the U.S. government and agencies thereof, bankers’ acceptances, commercial paper, and bank certificates of deposit. If the Fund maintains a significant portion of its holdings in cash and cash-like investments, then it may reduce its participation in market volatility, but is likely also to reduce its participation in positive market returns. Additionally, significant holdings of cash and cash-like investments may result in an erosion in relative value in macroeconomic circumstances where inflation is high. As a result, if the Fund maintains significant cash positions in its portfolio over time it may experience reduced long-term total return which could impair its ability to meet its investment objective.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency

forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors. The consumer discretionary sector in particular may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences, social trends and marketing campaigns.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI World Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Acadian Asset Management LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 12, 2012. Martingale Asset Management, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on February 23, 2015. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Veritas Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on December 10, 2018. Ninety One North America, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2021.

(2013 was Class Y-3’s first full calendar year of operation)
Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -15.70%.

The Fund’s highest return for a quarter during the period shown above was 12.99%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -18.20%, for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer Global Low Volatility Equity Fund
1 Year
5 Years
Life of Fund
Inception Date
Class Y-3 18.63% 12.95% 11.50% Nov. 06, 2012
After Taxes on Distributions | Class Y-3 15.34% 10.79% 9.60%  
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 13.15% 9.85% 8.84%  
MSCI World Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax)) [1] 21.82% 15.03% 12.50% Nov. 06, 2012
[1] The MSCI World Index measures the performance of stocks in 23 developed markets in North America, Europe, and the Asia/Pacific region. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer Global Low Volatility Equity Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer Global Low Volatility Equity Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account.

These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 59% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 59.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. and foreign issuers. For purposes of the 80% test, equity securities include securities such as common stock, preferred stock, and other securities that are not debt securities, cash, or cash equivalents. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund reasonably anticipates that under normal circumstances it will invest significantly in a broad range of countries, which will typically be countries represented by the MSCI World Index, and that approximately 30%-60% of its assets will be invested in equity securities of foreign issuers. In addition, the Fund may invest up to 15% of its net assets in cash, cash equivalents or cash-like investments. The Fund invests in large, medium and small capitalization companies. The Fund will seek to achieve its investment objective by matching the return of its benchmark, the MSCI World Index, over 5-7 years with lower price volatility than the benchmark for the period, by investing in securities of issuers with certain volatility characteristics. Such volatility characteristics may include, but are not limited to, high return on equity, low debt to equity ratios, and high earnings growth stability.

 

Stock index futures and various types of swaps may be used to implement the equity security selection component of the Fund’s investment strategy. Currency forwards may be used to make stock-selection and country allocation decisions independently of the underlying currency. The Fund may invest in derivative instruments, such as exchange-listed equity futures contracts, to gain market exposure on cash balances or to reduce market exposure in anticipation of liquidity needs. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Certain subadvisers may employ a systematic and quantitative investment process in seeking to achieve the Fund’s investment objective, which may lead to higher than expected portfolio turnover for the Fund.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Equity Securities Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. U.S. and global stock markets have experienced periods of substantial price volatility in the past and may do so in the future.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the values of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Small and Medium Capitalization Stock Risk. The securities of companies with small and medium capitalizations may involve greater investment risks than securities of companies with large capitalizations. Small and medium capitalization companies may have an unproven or narrow technological base and limited product lines, distribution channels, and market and financial resources, and the small and medium capitalization companies also may be dependent on entrepreneurial management, making the companies more susceptible to certain setbacks and reversals. As a result, the prices of securities of small and medium capitalization companies may be subject to more abrupt or erratic movements than securities of larger companies, may have limited marketability, and may be less liquid than securities of companies with larger capitalizations. Foreign companies with large capitalizations may be relatively small by U.S. standards and may be subject to risks that are similar to the risks that may affect small and medium capitalization U.S. companies. Securities of small and medium capitalization companies also may pay no, or only small, dividends.

 

Large Capitalization Risk. Large capitalization companies perform differently from, and at times and for extend periods of time worse than, stocks of medium and small capitalization companies. Larger more established companies may be unable to respond quickly to new competitive challenges.

 

Quantitative Model Risk. One or more subadvisers to the Fund follows a quantitative model strategy to manage its allocated portion of the Fund. Quantitative models (both proprietary models developed by a quantitative-focused subadviser, and those supplied by third parties) and information and data supplied by third parties can be incorrect, misleading or incomplete, and any decisions made in reliance thereon can expose the Fund to potential risks of loss. In addition, the use of predictive models can also expose the Fund to potential risks of loss. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund.

 

If the assumptions made by quantitative-focused subadvisers in their underlying models are unrealistic, inaccurate or become unrealistic or inaccurate and are not promptly adjusted to account for changes in the overall market environment, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and a quantitative-focused subadviser does not successfully address such omission through its testing and evaluation, and modify the models accordingly, the Fund may experience losses. In addition, because of the complexity of quantitative-focused investment strategy programming and modeling, there is a risk that the finished model may contain an error; one or more of such errors could adversely affect the Fund’s performance.

 

To the extent that a quantitative-focused subadviser is not able to develop sufficiently differentiated models, the Fund’s investment objective may not be met, irrespective of whether the models are profitable in an absolute sense, as a result of “crowding” or “convergence” of the model’s output with actions taken by other market participants. In addition, to the extent a quantitative

subadviser’s model focuses on identifying a certain type of stock (e.g., high relative profitability stocks), those stocks may perform differently from the market as a whole, which could cause the Fund to underperform.

 

The models and proprietary research of a quantitative subadviser are largely protected by the subadviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer a subadviser’s models and data, and thereby impair the relative or absolute performance of the Fund.

Growth Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Companies with strong growth potential (both domestic and foreign) tend to have higher than average price-to-earnings ratios, meaning that these stocks are more expensive than average relative to the companies’ earnings. The market prices of equity securities of growth companies are often quite volatile, since the prices may be particularly sensitive to economic, market, or company developments and may present a greater degree of risk of loss.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Value Stock Risk. The value of a company’s equity securities is subject to changes in the company’s financial condition, and overall market and economic conditions. Value stocks represent companies that tend to have lower than average price to book value ratios, price to earnings ratios, or other financial ratios. These companies may have relatively weak balance sheets and, during economic downturns, these companies may have insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations. A particular value stock may not increase in price, as anticipated by a subadviser, if other investors fail to recognize the stock’s value or the catalyst that the subadviser believes will increase the price of the stock does not affect the price of the stock in the manner or to the degree that the subadviser anticipates. Also, cyclical stocks tend to increase in value more quickly during economic upturns than non-cyclical stocks, but also tend to lose value more quickly in economic downturns. The stocks of companies that a subadviser believes are undervalued compared to their intrinsic value can continue to be undervalued for long periods of time, may not realize their expected value, and can be volatile.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described above. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Cash and Other High Quality Instruments. The Fund may invest significantly in cash, cash equivalents or cash-like investments. In addition, the Fund may invest its assets in certain types of equity securities and fixed-income securities with remaining maturities of less than one year. Examples of such equity and fixed-income securities may include convertible bonds, contingent convertible bonds, preference shares and warrants. These cash items and other high-quality corporate debt securities may include a number of money market instruments such as securities issued by the U.S. government and agencies thereof, bankers’ acceptances, commercial paper, and bank certificates of deposit. If the Fund maintains a significant portion of its holdings in cash and cash-like investments, then it may reduce its participation in market volatility, but is likely also to reduce its participation in positive market returns. Additionally, significant holdings of cash and cash-like investments may result in an erosion in relative value in macroeconomic circumstances where inflation is high. As a result, if the Fund maintains significant cash positions in its portfolio over time it may experience reduced long-term total return which could impair its ability to meet its investment objective.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency

forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Sector Risk. While the Fund does not have a principal investment strategy to focus its investments in any particular sector, the Fund from time to time may have significant exposure to one or more sectors. The Fund may have little or no exposure to certain other sectors. There are risks associated with having significantly overweight or underweight allocations to certain sectors, such as that an individual sector may be more volatile than the broader market, or could perform differently, and that the stocks of multiple companies within a sector could simultaneously rise or decline in price because of, for example, investor perceptions, an event that affects the entire sector or other factors. The consumer discretionary sector in particular may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences, social trends and marketing campaigns.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI World Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Acadian Asset Management LLC assumed responsibility for managing a portion of the Fund’s portfolio on October 12, 2012. Martingale Asset Management, L.P. assumed responsibility for managing a portion of the Fund’s portfolio on February 23, 2015. Parametric Portfolio Associates LLC assumed responsibility for managing a portion of the Fund’s portfolio on February 25, 2015. Veritas Asset Management LLP assumed responsibility for managing a portion of the Fund’s portfolio on December 10, 2018. Ninety One North America, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 30, 2021.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the MSCI World Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading (2013 was Class Y-3’s first full calendar year of operation)
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -15.70%.

The Fund’s highest return for a quarter during the period shown above was 12.99%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -18.20%, for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (15.70%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 12.99%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (18.20%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer Global Low Volatility Equity Fund | MSCI World Index (net dividends) (reflects no deduction for fees, expenses, or taxes (other than assumed dividend tax))  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 21.82% [1]
5 Years rr_AverageAnnualReturnYear05 15.03% [1]
Life of Fund rr_AverageAnnualReturnSinceInception 12.50% [1]
Inception Date rr_AverageAnnualReturnInceptionDate Nov. 06, 2012 [1]
Mercer Global Low Volatility Equity Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.73% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.07% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.30%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.49%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.81%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 83
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 364
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 666
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,525
Mercer Global Low Volatility Equity Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.73% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.07% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.05%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.49%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.56%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 57
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 285
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 532
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,238
Mercer Global Low Volatility Equity Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.73% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.07% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.95%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.49%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.46%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 47
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 254
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 478
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,122
Mercer Global Low Volatility Equity Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.73% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.07% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.80%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.49%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.31%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 32
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 206
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 396
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 944
Annual Return 2013 rr_AnnualReturn2013 22.25%
Annual Return 2014 rr_AnnualReturn2014 5.50%
Annual Return 2015 rr_AnnualReturn2015 3.71%
Annual Return 2016 rr_AnnualReturn2016 7.24%
Annual Return 2017 rr_AnnualReturn2017 21.14%
Annual Return 2018 rr_AnnualReturn2018 (5.31%)
Annual Return 2019 rr_AnnualReturn2019 25.46%
Annual Return 2020 rr_AnnualReturn2020 7.69%
Annual Return 2021 rr_AnnualReturn2021 18.63%
1 Year rr_AverageAnnualReturnYear01 18.63%
5 Years rr_AverageAnnualReturnYear05 12.95%
Life of Fund rr_AverageAnnualReturnSinceInception 11.50%
Inception Date rr_AverageAnnualReturnInceptionDate Nov. 06, 2012
Mercer Global Low Volatility Equity Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 15.34%
5 Years rr_AverageAnnualReturnYear05 10.79%
Life of Fund rr_AverageAnnualReturnSinceInception 9.60%
Mercer Global Low Volatility Equity Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 13.15%
5 Years rr_AverageAnnualReturnYear05 9.85%
Life of Fund rr_AverageAnnualReturnSinceInception 8.84%
[1] The MSCI World Index measures the performance of stocks in 23 developed markets in North America, Europe, and the Asia/Pacific region. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

v3.22.2
Total
Mercer Core Fixed Income Fund
Mercer Core Fixed Income Fund
Investment Objective

The investment objective of the Fund is to provide total return, consisting of both current income and capital appreciation.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer Core Fixed Income Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer Core Fixed Income Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.33% 0.33% 0.33% 0.33%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.06% 0.06% 0.06% 0.06%
Total Annual Fund Operating Expenses 0.89% 0.64% 0.54% 0.39%
Less Fee Waivers [1] (0.23%) (0.23%) (0.23%) (0.23%)
Net Annual Fund Operating Expenses 0.66% 0.41% 0.31% 0.16%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end. The “Other Expenses” shown for Class I are also based on estimated amounts for the Fund’s current fiscal year.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer Core Fixed Income Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 67 261 471 1,075
Class I 42 182 334 777
Class Y-2 32 150 279 655
Class Y-3 16 102 196 470
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 131% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests principally in investment grade fixed income securities, including government securities, corporate bonds and securitized bonds such as mortgage and asset-backed securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund also may invest in non-investment grade bonds (sometimes called high yield or junk bonds), non-U.S. dollar denominated bonds, bonds issued by issuers located in emerging capital markets. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivative instruments, such as options, futures, and swap agreements. The Fund may engage in transactions in derivatives for a variety of purposes, including changing the investment characteristics of its portfolio, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment. Generally, the Fund is managed to maintain a duration within 20% of the duration of the Bloomberg U.S. Aggregate Bond Index (as of June 30, 2022, the duration of the Index was 6.4 years). Duration is a measure of the sensitivity of the price of a debt security (or a portfolio of debt securities) to changes in interest rates. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

Credit Risk. Issuers of debt securities may be unable, unwilling, or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-

backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

U.S. Government Securities Risk. U.S. government agency obligations have different levels of credit support, and therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration or Ginnie Mae, present lower credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, such as securities issued by Federal Home Loan Banks, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”) or “Ba” or below by Moody’s Investors Service, Inc. (“Moody’s”) are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market or interest rate trends, which can result in losses to the Fund.

Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities - an indication of the ability of dealers to engage in “market making” - are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

Portfolio Turnover Risk. Depending on market and other conditions, the Fund may experience high portfolio turnover, which may result in higher brokerage commissions and transaction costs and capital gains (which could increase taxes and, consequently, reduce returns).

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, Bloomberg U.S. Aggregate Bond Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on December 27, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 shares will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Income Research & Management assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014. Manulife Investment Management (US) LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 1, 2016. PGIM, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014.

Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -11.31%.

The Fund’s highest return for a quarter during the periods shown above was 4.58%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -3.24%, for the quarter ended March 31, 2021.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer Core Fixed Income Fund
1 Year
5 Years
10 Years
Class Y-3 (1.15%) 4.26% 3.71%
After Taxes on Distributions | Class Y-3 (2.06%) 2.99% 2.29%
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 (0.62%) 2.74% 2.26%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes) [1] (1.54%) 3.57% 2.90%
[1] The Bloomberg U.S. Aggregate Bond Index is an index that measures the performance of securities from the Bloomberg U.S. Government/Corporate Bond Index, Mortgage-Backed Securities Index, Asset-Backed Securities Index, and Commercial Mortgage-Backed Securities Index. The Bloomberg U.S. Aggregate Bond Index is a broad representation of the investment-grade fixed-income market in the United States and includes U.S. government and corporate debt securities, mortgage- and asset-backed securities, and international U.S. dollar-denominated bonds. All securities contained in the Bloomberg U.S. Aggregate Bond Index have a minimum term to maturity of one year. The index is unmanaged and cannot be invested in directly.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer Core Fixed Income Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer Core Fixed Income Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide total return, consisting of both current income and capital appreciation.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 131% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 131.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end. The “Other Expenses” shown for Class I are also based on estimated amounts for the Fund’s current fiscal year.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

The Fund invests principally in investment grade fixed income securities, including government securities, corporate bonds and securitized bonds such as mortgage and asset-backed securities. Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. (If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change.) The Fund also may invest in non-investment grade bonds (sometimes called high yield or junk bonds), non-U.S. dollar denominated bonds, bonds issued by issuers located in emerging capital markets. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivative instruments, such as options, futures, and swap agreements. The Fund may engage in transactions in derivatives for a variety of purposes, including changing the investment characteristics of its portfolio, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment. Generally, the Fund is managed to maintain a duration within 20% of the duration of the Bloomberg U.S. Aggregate Bond Index (as of June 30, 2022, the duration of the Index was 6.4 years). Duration is a measure of the sensitivity of the price of a debt security (or a portfolio of debt securities) to changes in interest rates. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

Credit Risk. Issuers of debt securities may be unable, unwilling, or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-

backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

U.S. Government Securities Risk. U.S. government agency obligations have different levels of credit support, and therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the U.S. government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration or Ginnie Mae, present lower credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limitations, such as securities issued by Federal Home Loan Banks, and securities issued by agencies and instrumentalities sponsored by the U.S. government that are supported only by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Foreign Investments Risk. Investing in foreign securities typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Foreign securities may be subject to foreign taxes. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”) or “Ba” or below by Moody’s Investors Service, Inc. (“Moody’s”) are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market or interest rate trends, which can result in losses to the Fund.

Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

 

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities - an indication of the ability of dealers to engage in “market making” - are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

Portfolio Turnover Risk. Depending on market and other conditions, the Fund may experience high portfolio turnover, which may result in higher brokerage commissions and transaction costs and capital gains (which could increase taxes and, consequently, reduce returns).

 

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, Bloomberg U.S. Aggregate Bond Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on December 27, 2021 and do not have a full calendar year of performance as of the date of the prospectus. Performance information for Adviser Class shares, Class I shares and Class Y-2 shares will appear in a future version of the prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Income Research & Management assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014. Manulife Investment Management (US) LLC assumed responsibility for managing a portion of the Fund’s portfolio on June 1, 2016. PGIM, Inc. assumed responsibility for managing a portion of the Fund’s portfolio on April 3, 2014.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, Bloomberg U.S. Aggregate Bond Index.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. No information is shown for Class I shares because Class I shares commenced operations on December 27, 2021 and do not have a full calendar year of performance as of the date of the prospectus.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -11.31%.

The Fund’s highest return for a quarter during the periods shown above was 4.58%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the periods shown above was -3.24%, for the quarter ended March 31, 2021.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (11.31%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 4.58%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2021
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (3.24%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes)
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer Core Fixed Income Fund | Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (1.54%) [1]
5 Years rr_AverageAnnualReturnYear05 3.57% [1]
10 Years rr_AverageAnnualReturnYear10 2.90% [1]
Mercer Core Fixed Income Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.33% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.89%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.23%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.66%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 67
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 261
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 471
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,075
Mercer Core Fixed Income Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.33% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.64%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.23%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.41%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 42
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 182
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 334
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 777
Mercer Core Fixed Income Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.33% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.54%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.23%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.31%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 32
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 150
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 279
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 655
Mercer Core Fixed Income Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.33% [2]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.06% [3]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.39%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.23%) [2]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.16%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 16
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 102
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 196
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 470
Annual Return 2012 rr_AnnualReturn2012 8.10%
Annual Return 2013 rr_AnnualReturn2013 (1.21%)
Annual Return 2014 rr_AnnualReturn2014 5.74%
Annual Return 2015 rr_AnnualReturn2015 none
Annual Return 2016 rr_AnnualReturn2016 3.52%
Annual Return 2017 rr_AnnualReturn2017 4.28%
Annual Return 2018 rr_AnnualReturn2018 (0.49%)
Annual Return 2019 rr_AnnualReturn2019 9.68%
Annual Return 2020 rr_AnnualReturn2020 9.49%
Annual Return 2021 rr_AnnualReturn2021 (1.15%)
1 Year rr_AverageAnnualReturnYear01 (1.15%)
5 Years rr_AverageAnnualReturnYear05 4.26%
10 Years rr_AverageAnnualReturnYear10 3.71%
Mercer Core Fixed Income Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (2.06%)
5 Years rr_AverageAnnualReturnYear05 2.99%
10 Years rr_AverageAnnualReturnYear10 2.29%
Mercer Core Fixed Income Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (0.62%)
5 Years rr_AverageAnnualReturnYear05 2.74%
10 Years rr_AverageAnnualReturnYear10 2.26%
[1] The Bloomberg U.S. Aggregate Bond Index is an index that measures the performance of securities from the Bloomberg U.S. Government/Corporate Bond Index, Mortgage-Backed Securities Index, Asset-Backed Securities Index, and Commercial Mortgage-Backed Securities Index. The Bloomberg U.S. Aggregate Bond Index is a broad representation of the investment-grade fixed-income market in the United States and includes U.S. government and corporate debt securities, mortgage- and asset-backed securities, and international U.S. dollar-denominated bonds. All securities contained in the Bloomberg U.S. Aggregate Bond Index have a minimum term to maturity of one year. The index is unmanaged and cannot be invested in directly.
[2] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[3] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end. The “Other Expenses” shown for Class I are also based on estimated amounts for the Fund’s current fiscal year.

v3.22.2
Total
Mercer Opportunistic Fixed Income Fund
Mercer Opportunistic Fixed Income Fund
Investment Objective

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Fees and Expenses

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)
Shareholder Fees - Mercer Opportunistic Fixed Income Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Redemption Fee on shares owned less than 30 days (as a % of total redemption proceeds) 2.00% 2.00% 2.00% 2.00%
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Annual Fund Operating Expenses - Mercer Opportunistic Fixed Income Fund
Adviser Class
Class I
Class Y-2
Class Y-3
Management Fees [1] 0.79% 0.79% 0.79% 0.79%
Distribution (12b-1) Fees 0.25% none none none
Non-Distribution Shareholder Administrative Services Fees 0.25% 0.25% 0.15% none
Other Expenses [2] 0.11% 0.11% 0.11% 0.11%
Total Annual Fund Operating Expenses 1.40% 1.15% 1.05% 0.90%
Less Fee Waivers [1] (0.45%) (0.45%) (0.45%) (0.45%)
Net Annual Fund Operating Expenses 0.95% 0.70% 0.60% 0.45%
[1] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[2] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Expense Example - Mercer Opportunistic Fixed Income Fund - USD ($)
1 Year
3 Years
5 Years
10 Years
Adviser Class 97 399 723 1,641
Class I 72 321 589 1,357
Class Y-2 61 289 536 1,242
Class Y-3 46 242 454 1,066
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 77% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change. In seeking to achieve the Fund’s investment objective of total return, the Fund invests primarily in fixed income securities of U.S. and non-U.S. issuers, including those in emerging and frontier markets. The Fund invests in various strategic and tactical global bond market opportunities without limitations in geography (developed and emerging markets), issuer type (government/public sector and corporate/private sector), quality (investment grade, below investment grade or unrated), and currency denomination (U.S. Dollar and foreign currencies). Fixed income securities in which the Fund will invest include all varieties of fixed-rate and floating-rate securities (including but not limited to those issued by central and local governments, government agency and affiliated institutions, corporate bonds, mortgage- and other asset-backed securities, and convertible securities). The Fund may invest in bank loans and loan participations and senior and subordinated debt securities. The Fund may invest a significant portion of its assets in any combination of non-investment grade bonds (sometimes called “high yield” or “junk bonds”), bonds issued by issuers in emerging capital markets. A lesser portion of the Fund’s assets may be invested in securities in default or otherwise illiquid investments. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivatives such as futures (including, among others, currency futures and interest rate futures), swaps (currency, interest rate, credit default, and total return), forwards, options (including, among others, exchange-traded and over-the-counter currency options), and credit-linked notes. The Fund may engage in transactions in derivatives for a variety of purposes, including hedging, risk management, efficient portfolio management, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Principal Risk Factors

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Credit Risk. Issuers of debt securities may be unable, unwilling or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, adverse changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Sovereign Debt Securities Risk. Investments in foreign sovereign debt securities may subject the Fund to the following risks: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems, and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the value of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Convertible Securities Risk. Convertible securities (preferred stocks, debt instruments, and other securities convertible into common stocks) may offer higher income than the common stocks into which the convertible securities are convertible or exchangeable. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, the prices of convertible securities may reflect changes in the values of the underlying common stocks into which such convertible securities are convertible or exchangeable. Issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.

 

Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

 

The Fund is not intended to serve as a complete investment program.

Performance of the Fund

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the ICE BofA Merrill Lynch Global High Yield 2% Constrained Index Unhedged. The Fund’s average annual returns over time are also compared to a secondary blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the

prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 22, 2018, the Fund changed its subadvisers. For periods prior to June 22, 2018, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup. All of the Fund’s current subadvisers assumed responsibility for managing their respective portions of the Fund’s portfolio on June 22, 2018.

(2014 was Class Y-3’s first full calendar year of operation)
Bar Chart

The Fund’s calendar year-to-date return as of June 30, 2022 was -13.40%.

The Fund’s highest return for a quarter during the period shown above was 9.57%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -10.10%, for the quarter ended March 31, 2020.

Average Annual Total Returns For the Periods Ended December 31, 2021
Average Annual Returns - Mercer Opportunistic Fixed Income Fund
1 Year
5 Years
Life of Fund
Inception Date
Class Y-3 (1.25%) 4.32% 2.27% Aug. 21, 2013
After Taxes on Distributions | Class Y-3 (2.88%) 3.01% 1.00%  
After Taxes on Distributions and Sale of Fund Shares | Class Y-3 (0.74%) 2.76% 1.16%  
ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged (reflects no deduction for fees, expenses, or taxes) [1] 1.36% 5.78% 2.97% Aug. 21, 2013
Secondary Index (reflects no deduction for fees, expenses, or taxes) [2] (2.11%) 4.23% 2.66% Aug. 21, 2013
[1] ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged contains all securities in The BofA Merrill Lynch Global High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro-rata basis.
[2] The Fund’s secondary benchmark index is a blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

v3.22.2
Label Element Value
Mercer Opportunistic Fixed Income Fund  
Risk/Return: rr_RiskReturnAbstract  
Risk/Return [Heading] rr_RiskReturnHeading Mercer Opportunistic Fixed Income Fund
Objective [Heading] rr_ObjectiveHeading Investment Objective
Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

The investment objective of the Fund is to provide long-term total return, which includes capital appreciation and income.

Expense [Heading] rr_ExpenseHeading Fees and Expenses
Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

These tables summarize the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees Caption [Text] rr_ShareholderFeesCaption Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text] rr_OperatingExpensesCaption Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination Jul. 31, 2023
Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may increase transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 77% of the average value of its portfolio.

Portfolio Turnover, Rate rr_PortfolioTurnoverRate 77.00%
Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.
Expense Example [Heading] rr_ExpenseExampleHeading Example
Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods shown, that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same as shown above (taking into account the contractual expense limitation being in effect for the one-year period ending July 31, 2023).

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes, if any) in fixed income securities. If the Fund changes this investment policy, the Fund will notify shareholders at least 60 days in advance of the change. In seeking to achieve the Fund’s investment objective of total return, the Fund invests primarily in fixed income securities of U.S. and non-U.S. issuers, including those in emerging and frontier markets. The Fund invests in various strategic and tactical global bond market opportunities without limitations in geography (developed and emerging markets), issuer type (government/public sector and corporate/private sector), quality (investment grade, below investment grade or unrated), and currency denomination (U.S. Dollar and foreign currencies). Fixed income securities in which the Fund will invest include all varieties of fixed-rate and floating-rate securities (including but not limited to those issued by central and local governments, government agency and affiliated institutions, corporate bonds, mortgage- and other asset-backed securities, and convertible securities). The Fund may invest in bank loans and loan participations and senior and subordinated debt securities. The Fund may invest a significant portion of its assets in any combination of non-investment grade bonds (sometimes called “high yield” or “junk bonds”), bonds issued by issuers in emerging capital markets. A lesser portion of the Fund’s assets may be invested in securities in default or otherwise illiquid investments. The Fund may also invest in securities that are subject to resale restrictions such as those contained in Rule 144A promulgated under the Securities Act of 1933, as amended. The Fund may invest in derivatives such as futures (including, among others, currency futures and interest rate futures), swaps (currency, interest rate, credit default, and total return), forwards, options (including, among others, exchange-traded and over-the-counter currency options), and credit-linked notes. The Fund may engage in transactions in derivatives for a variety of purposes, including hedging, risk management, efficient portfolio management, enhancing total returns, or as a substitute for taking a position in the underlying asset. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Risk [Heading] rr_RiskHeading Principal Risk Factors
Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

The principal risks that could adversely affect the value of the Fund’s shares and the total return on your investment include the following, which appear in the order of magnitude. An investment in the Fund is not a bank deposit and is not guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Loss of money is a risk of investing in the Fund.

Market Risk. The value of the securities in which the Fund invests may be adversely affected by fluctuations in the financial markets, regardless of how well the companies in which the Fund invests perform. The market as a whole may not favor the types of investments the Fund makes. Also, there is the risk that the price(s) of one or more of the securities or other instruments in the Fund’s portfolio will fall, or will fail to rise. Many factors can adversely affect a security’s performance, including both general financial market conditions and factors related to a specific company, government, industry, country, or geographic region. Extraordinary events, including extreme economic or political conditions, natural disasters, epidemics and pandemics, and other factors can lead to volatility in local, regional, or global markets, which can result in market losses that may be substantial. The impact of one of these types of events may be more pronounced in certain regions, sectors, industries, or asset classes in which the Fund invests, or it may be pervasive across the global financial markets. The timing and occurrence of future market disruptions cannot be predicted, nor can the impact that government interventions, if any, adopted in response to such disruptions may have on the investment strategies of the Fund or the markets in which the Fund invests.

 

Fixed-Income Securities Risk. Fixed-income securities are affected by changes in interest rates and credit quality. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

 

Emerging Markets Investments Risk. Emerging markets securities involve unique risks, such as exposure to economies that are less diverse and mature than those of the United States or more established foreign markets. Also, emerging markets securities are subject to the same risks as foreign investments, described below. Generally, these risks are more severe for issuers in countries with emerging capital markets. Also, economic or political instability may cause larger price changes in emerging markets securities than in other foreign investments. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

Leverage Risk. If the Fund makes investments in options, futures, forwards, swap agreements and other derivative instruments, these derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of a Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Credit Risk. Issuers of debt securities may be unable, unwilling or perceived to be unwilling to make the required payments of interest and/or principal at the time that such payments are due. In addition, adverse changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also can adversely affect the values and liquidity of the issuers’ debt securities. Issuers of investment grade securities may still default on their obligations.

 

Sovereign Debt Securities Risk. Investments in foreign sovereign debt securities may subject the Fund to the following risks: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems, and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.

 

Political and Economic Risk. The political, legal, economic, and social structures of certain foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges), and the imposition of trade sanctions.

 

Foreign Exchange Transaction Risk. The Fund may use currency futures contracts, forward currency exchange contracts or similar instruments to alter the currency exposure characteristics of securities it holds. Consequently there is a possibility that the performance of the Fund may be strongly influenced by movements in foreign exchange rates because the currency positions held by the Fund may not correspond with the securities positions.

 

Foreign Investments Risk. Investing in foreign securities, including Depositary Receipts, typically involves more risks than investing in U.S. securities. These risks can increase the potential for losses in the Fund and affect its share price. Generally, securities of many foreign issuers may be less liquid, and their prices may be more volatile, than the securities of comparable U.S. issuers. Transaction costs for foreign securities generally are higher than for comparable securities issued in the United States. Many foreign governments may supervise and regulate their financial markets less stringently than the U.S. government does. In addition, foreign issuers generally are not subject to the same types of accounting, auditing, or financial reporting standards as those that are applicable to U.S. issuers. As a result, with respect to foreign issuers, there may be less publicly available information regarding their operations and financial conditions, and the information that is available may be less reliable. To the extent that the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund may be adversely affected by the economic, political, and social conditions in those countries.

 

High Yield Securities Risk. Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds.” These securities generally have more credit risk than higher-rated securities, are more likely to encounter financial difficulties, and are more vulnerable to changes in the economy. Companies issuing high yield, fixed income securities are not as strong financially as those companies issuing securities with higher credit ratings. Market situations, such as a sustained period of rising interest rates or individual corporate developments, could affect the ability of companies issuing high yield, fixed income securities to make interest and principal payments. Lower-rated debt securities generally have a higher risk that the issuer of the security may default and not make required payments of interest or principal. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These securities may be worthless and the Fund could lose its entire investment. The prices of high yield, fixed income securities fluctuate more than higher-quality securities, and are especially sensitive to developments affecting the issuer’s business and to changes in the ratings assigned by rating agencies. High yield securities generally are less liquid than higher-quality securities. Many of these securities do not trade frequently, and when the securities do trade, their prices may be significantly higher or lower than expected.

 

Currency Exchange Rate Risk. Foreign securities may be issued and traded in foreign currencies. As a result, the value of foreign securities may be affected by changes in exchange rates between foreign currencies and the U.S. dollar, as well as between currencies of countries other than the United States. For example, if the value of the U.S. dollar increases relative to a particular foreign currency, an investment denominated in that foreign currency will decrease in value because the investment will be worth fewer U.S. dollars.

 

Management Techniques Risk. The investment strategies, techniques, and risk analyses employed by the subadvisers, while designed to enhance potential returns, may not produce the desired results or expected returns, which may cause the Fund to not meet its

investments objective, or underperform its benchmark index or funds with similar investment objectives and strategies. The subadvisers may be incorrect in their assessments of the values of securities or their assessments of market trends, which can result in losses to the Fund.

 

Derivatives Risk. The Fund may engage in a variety of transactions involving derivatives, such as options, futures, forwards and swap agreements. Derivatives are financial instruments, the values of which depend upon, or are derived from, the value of something else, such as one or more underlying investments, pools of investments, indices, or currencies. A subadviser may use derivatives both for hedging and non-hedging purposes, although it is anticipated that the use of derivatives by the Fund will generally be limited to maintaining exposure to certain market segments or asset classes, increasing or decreasing currency exposure, or facilitating certain portfolio transactions. A subadviser may also use derivatives such as exchange-listed equity futures contracts, swaps and currency forwards to equitize cash held in the portfolio. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

 

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on the ability of a subadviser to manage these sophisticated instruments. The prices of derivatives may move in unexpected ways due to the use of leverage or other factors, especially in unusual market conditions, and may result in increased volatility of the Fund’s share price. Certain derivatives are subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations, and risks arising from margin requirements, which include the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions. Certain derivatives are subject to mandatory central clearing and exchange-trading. Central clearing is intended to reduce counterparty credit risk, but central clearing does not make derivatives transactions risk-free Exchange-trading is intended to increase liquidity, but there is no guarantee the Fund could consider exchange-traded derivatives to be liquid. Some derivatives are more sensitive to interest rate changes and market movements than other instruments. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

 

Certain derivative instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If a subadviser uses leverage through purchasing derivative instruments, the Fund has the risk of capital losses that exceed the net assets of the allocable portion of the Fund managed by that subadviser. The net asset value of the Fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest.

Frontier Markets Investments Risk. Frontier market countries generally have smaller economies and even less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The magnification of risks are the result of: potential for extreme price volatility and illiquidity in frontier markets; government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which frontier market countries trade; and the relatively new and unsettled securities laws in many frontier market countries. Additionally, companies in frontier market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries and therefore, material information about a company may be unavailable or unreliable, and U.S. regulators may be unable to enforce a company’s regulatory obligations.

 

Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed securities are securities representing interests in pools of mortgage loans. These securities generally provide holders with payments consisting of both interest and principal as the mortgages in the underlying mortgage pools are paid off. When interest rates fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types of mortgage-backed securities will be paid off more quickly than originally anticipated, and the Fund may be forced to reinvest in obligations with lower yields than the original obligations. Asset-backed securities are securities for which the payments of interest and/or principal are backed by loans, leases, and other receivables. Asset-backed securities are subject to many of the same types of risks as mortgage-backed securities. In addition, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default.

 

Call or Prepayment Risk. During periods of falling interest rates, issuers of callable securities may call or repay securities with higher interest rates before their maturity dates. If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features. Early repayment of principal of mortgage-related securities could have the same effect.

 

Issuer Risk. The issuer of a security may perform poorly and the value of its stocks or bonds may decline as a result. An issuer of securities held by the Fund could become bankrupt or could default on its issued debt or have its credit rating downgraded.

Liquidity Risk. The Fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer, including, for example, during periods of rising interest rates. In addition, dealer inventories of certain securities—an indication of the ability of dealers to engage in “market making”—are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity.

 

Convertible Securities Risk. Convertible securities (preferred stocks, debt instruments, and other securities convertible into common stocks) may offer higher income than the common stocks into which the convertible securities are convertible or exchangeable. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, the prices of convertible securities may reflect changes in the values of the underlying common stocks into which such convertible securities are convertible or exchangeable. Issuers of convertible securities are often not as strong financially as those issuing securities with higher credit ratings, are more likely to encounter financial difficulties and typically are more vulnerable to changes in the economy, such as a recession or a sustained period of rising interest rates, which could affect their ability to make interest and principal payments.

 

Counterparty Risk. The issuer or guarantor of a fixed income security, the counterparty to a derivatives contract, or a borrower of a Fund’s securities may be unwilling or unable to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.

 

Custody Risk. There are risks involved in dealing with the custodians or brokers who settle Fund trades. Securities and other assets deposited with custodians or brokers may not be clearly or constantly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. The Fund may be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

 

Interest Rate Risk. Changes in interest rates may adversely affect the values of the securities held in the Fund’s portfolio. In general, the prices of debt securities fall when interest rates increase, and rise when interest rates decrease. The prices of debt securities with shorter durations generally will be less affected by changes in interest rates than the prices of debt securities with longer durations. The Fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, and because the Federal Reserve Board has been raising interest rates. Moreover, rising interest rates or lack of market participants may lead to decreased liquidity in the bond markets, making it more difficult for the Fund to sell its bond holdings at a time when the subadviser might wish to sell. Decreased liquidity in the bond markets also may make it more difficult to value some or all of the Fund’s bond holdings.

 

Rule 144A Securities Risk. Investing in securities under Rule 144A could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Such illiquidity might prevent the sale of such a security at a time when the subadviser might wish to sell.

 

LIBOR Transition Risk. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the commonly used London Interbank Offered Rate (“LIBOR”), which may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund. LIBOR is in the process of being phased-out in favor of market-wide use of certain risk-free rates. Many LIBOR rates ceased to be calculated at the end of 2021, but a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The process of transitioning to a new rate might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments.

 

The Fund is not intended to serve as a complete investment program.

Risk Lose Money [Text] rr_RiskLoseMoney Loss of money is a risk of investing in the Fund.
Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance of the Fund
Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the ICE BofA Merrill Lynch Global High Yield 2% Constrained Index Unhedged. The Fund’s average annual returns over time are also compared to a secondary blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.

 

The Fund offers four different classes of shares in this prospectus: Adviser Class shares, Class I shares, Class Y-2 shares and Class Y-3 shares. No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the

prospectus once there is a full calendar year of performance information to report. The returns of these share classes would have been substantially similar to the returns of Class Y-3 shares; however, because the Adviser Class, Class I and Class Y-2 shares are subject to a 12b-1 fee and/or a non-distribution shareholder administrative services fee, the returns of these share classes would have been lower than those shown for Class Y-3 shares.

 

The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. This may be particularly true given that other subadvisers were responsible for managing portions of the Fund’s portfolio during previous periods. Effective June 22, 2018, the Fund changed its subadvisers. For periods prior to June 22, 2018, the Fund’s past performance in the bar chart and table reflects the Fund’s prior subadviser lineup. All of the Fund’s current subadvisers assumed responsibility for managing their respective portions of the Fund’s portfolio on June 22, 2018.

Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The following bar chart and table give some indication of the risks of investing in the Fund by showing changes in the performance of the Fund’s Class Y-3 shares from year to year and comparing the Fund’s average annual returns over time with a broad-based securities market index, the ICE BofA Merrill Lynch Global High Yield 2% Constrained Index Unhedged.
Performance One Year or Less [Text] rr_PerformanceOneYearOrLess No information is shown for Adviser Class, Class I or Class Y-2 shares because there were no shares outstanding for these classes as of the last calendar year end. Performance information for these share classes will appear in a future version of the prospectus once there is a full calendar year of performance information to report.
Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex The Fund’s average annual returns over time are also compared to a secondary blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.
Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Bar Chart [Heading] rr_BarChartHeading (2014 was Class Y-3’s first full calendar year of operation)
Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock

The Fund’s calendar year-to-date return as of June 30, 2022 was -13.40%.

The Fund’s highest return for a quarter during the period shown above was 9.57%, for the quarter ended June 30, 2020.

 

The Fund’s lowest return for a quarter during the period shown above was -10.10%, for the quarter ended March 31, 2020.

Year to Date Return, Label rr_YearToDateReturnLabel year-to-date return
Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (13.40%)
Highest Quarterly Return, Label rr_HighestQuarterlyReturnLabel highest return
Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 9.57%
Lowest Quarterly Return, Label rr_LowestQuarterlyReturnLabel lowest return
Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (10.10%)
Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses, or taxes)
Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

After-tax returns are calculated using the historical highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the after-tax returns may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.

Average Annual Return, Caption rr_AverageAnnualReturnCaption Average Annual Total Returns For the Periods Ended December 31, 2021
Mercer Opportunistic Fixed Income Fund | ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged (reflects no deduction for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 1.36% [1]
5 Years rr_AverageAnnualReturnYear05 5.78% [1]
Life of Fund rr_AverageAnnualReturnSinceInception 2.97% [1]
Inception Date rr_AverageAnnualReturnInceptionDate Aug. 21, 2013 [1]
Mercer Opportunistic Fixed Income Fund | Secondary Index (reflects no deduction for fees, expenses, or taxes)  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (2.11%) [2]
5 Years rr_AverageAnnualReturnYear05 4.23% [2]
Life of Fund rr_AverageAnnualReturnSinceInception 2.66% [2]
Inception Date rr_AverageAnnualReturnInceptionDate Aug. 21, 2013 [2]
Mercer Opportunistic Fixed Income Fund | Adviser Class  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.79% [3]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.11% [4]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.40%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.45%) [3]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.95%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 97
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 399
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 723
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,641
Mercer Opportunistic Fixed Income Fund | Class I  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.79% [3]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.25%
Other Expenses rr_OtherExpensesOverAssets 0.11% [4]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.15%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.45%) [3]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.70%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 72
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 321
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 589
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,357
Mercer Opportunistic Fixed Income Fund | Class Y-2  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.79% [3]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets 0.15%
Other Expenses rr_OtherExpensesOverAssets 0.11% [4]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.05%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.45%) [3]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.60%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 61
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 289
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 536
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,242
Mercer Opportunistic Fixed Income Fund | Class Y-3  
Risk/Return: rr_RiskReturnAbstract  
Redemption Fee (as a percentage of Amount Redeemed) rr_RedemptionFeeOverRedemption (2.00%)
Management Fees rr_ManagementFeesOverAssets 0.79% [3]
Distribution (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
Non-Distribution Shareholder Administrative Services Fees rr_DistributionOrSimilarNon12b1FeesOverAssets none
Other Expenses rr_OtherExpensesOverAssets 0.11% [4]
Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.90%
Less Fee Waivers rr_FeeWaiverOrReimbursementOverAssets (0.45%) [3]
Net Annual Fund Operating Expenses rr_NetExpensesOverAssets 0.45%
Expense Example, with Redemption, 1 Year rr_ExpenseExampleYear01 $ 46
Expense Example, with Redemption, 3 Years rr_ExpenseExampleYear03 242
Expense Example, with Redemption, 5 Years rr_ExpenseExampleYear05 454
Expense Example, with Redemption, 10 Years rr_ExpenseExampleYear10 $ 1,066
Annual Return 2014 rr_AnnualReturn2014 (3.32%)
Annual Return 2015 rr_AnnualReturn2015 (12.77%)
Annual Return 2016 rr_AnnualReturn2016 10.88%
Annual Return 2017 rr_AnnualReturn2017 12.51%
Annual Return 2018 rr_AnnualReturn2018 (5.52%)
Annual Return 2019 rr_AnnualReturn2019 8.74%
Annual Return 2020 rr_AnnualReturn2020 8.26%
Annual Return 2021 rr_AnnualReturn2021 (1.25%)
1 Year rr_AverageAnnualReturnYear01 (1.25%)
5 Years rr_AverageAnnualReturnYear05 4.32%
Life of Fund rr_AverageAnnualReturnSinceInception 2.27%
Inception Date rr_AverageAnnualReturnInceptionDate Aug. 21, 2013
Mercer Opportunistic Fixed Income Fund | Class Y-3 | After Taxes on Distributions  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (2.88%)
5 Years rr_AverageAnnualReturnYear05 3.01%
Life of Fund rr_AverageAnnualReturnSinceInception 1.00%
Mercer Opportunistic Fixed Income Fund | Class Y-3 | After Taxes on Distributions and Sale of Fund Shares  
Risk/Return: rr_RiskReturnAbstract  
1 Year rr_AverageAnnualReturnYear01 (0.74%)
5 Years rr_AverageAnnualReturnYear05 2.76%
Life of Fund rr_AverageAnnualReturnSinceInception 1.16%
[1] ICE BofA Merrill Lynch Global High Yield 2.0% Constrained Index Unhedged contains all securities in The BofA Merrill Lynch Global High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro-rata basis.
[2] The Fund’s secondary benchmark index is a blended benchmark consisting of 35% Bloomberg Global Aggregate Corporate Hedged Index, 17.5% Bloomberg Global High Yield Index, 10.5% JP Morgan CEMBI Diversified Index, 7% S&P/LSTA Leveraged Loan Index, and 30% JP Morgan GBI-EM Diversified Index.
[3] Mercer Investments LLC (the “Adviser”) has contractually agreed, until at least July 31, 2023, to waive any portion of its management fee that exceeds the aggregate amount of the subadvisory fees that the Adviser is required to pay to the Fund’s subadvisers. This contractual fee waiver agreement may only be changed or eliminated with the approval of the Fund’s Board of Trustees. The fees waived by the Adviser pursuant to this agreement are not subject to reimbursement by the Fund to the Adviser. The amount of the fee waiver has been estimated to reflect the subadvisory fees in effect as of the date of this prospectus.
[4] “Other Expenses” include custodial, legal, audit, transfer agent and Trustees’ fees and expenses. The “Other Expenses” shown for Adviser Class, Class I and Class Y-2 are based on estimated amounts for the Fund’s current fiscal year, as the Adviser Class, Class I and Class Y-2 shares of the Fund had not commenced operations prior to the most recent fiscal year end.

v3.22.2
Label Element Value
Risk/Return: rr_RiskReturnAbstract  
Prospectus Date rr_ProspectusDate Jul. 31, 2022

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