PRINCIPAL
FUNDS, INC. ("PFI" or the "Fund")
Statement
of Additional Information
Dated
March 1, 2022 as amended and restated November 18, 2022
This
Statement of Additional Information ("SAI") is not a prospectus. It contains
information in addition to the information in the Registrant's Prospectus. The
Prospectus, which may be amended from time to time, contains the basic
information you should know before investing in a Fund. You should read this SAI
together with the Registrant's Prospectus dated March 1, 2022 and for the
Government Money Market Fund dated November 18, 2022.
Incorporation
by Reference: The
audited financial statements, schedules of investments and auditor’s report
included in the Fund’s Annual
Report to Shareholders,
for the fiscal year ended October 31, 2021 and the unaudited financial
statements and schedules of investments included in the Fund’s Semiannual
Report to Shareholders,
for the period ended April 30, 2022, are hereby incorporated by reference into
and are legally a part of this SAI.
For
a free copy of the current Prospectus, Semi-Annual or Annual Report, call
1-800-222-5852 or write:
Principal
Funds
P.O.
Box 219971
Kansas
City, MO 64121-9971
The
Prospectus may be viewed at www.principalfunds.com/prospectuses.
The
proposed merger of the Principal LifeTime 2010 Fund into the Principal LifeTime
Strategic Income Fund is expected to occur on or about May 12, 2023 (the “Merger
Date”). The Fund’s officers, however, have the discretion to change this date.
On the Merger Date, delete all references to the Principal LifeTime 2010 Fund
from the Statement of Additional Information.
The
ticker symbols for series and share classes begin on the next page.
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Ticker
Symbols by Share Class |
Fund |
A |
C |
J |
Inst. |
R-1 |
R-3 |
R-4 |
R-5 |
R-6 |
California
Municipal |
SRCMX |
SRCCX |
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PCMFX |
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Core
Fixed Income |
CMPIX |
CNMCX |
PIOJX |
PIOIX |
PIOMX |
PIOOX |
PIOPX |
PIOQX |
PICNX |
Core
Plus Bond |
PRBDX |
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PBMJX |
PMSIX |
PBOMX |
PBMMX |
PBMSX |
PBMPX |
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Diversified
Income (formerly, Global Diversified Income) |
PGBAX |
PGDCX |
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PGDIX |
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PGBLX |
Diversified
International |
PRWLX |
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PIIJX |
PIIIX |
PDVIX |
PINRX |
PINLX |
PINPX |
PDIFX |
Equity
Income |
PQIAX |
PEUCX |
PEIJX |
PEIIX |
PIEMX |
PEIOX |
PEIPX |
PEIQX |
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Finisterre
Emerging Markets Total Return Bond |
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PFUMX |
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Global
Emerging Markets (formerly, International Emerging
Markets) |
PRIAX |
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PIEJX |
PIEIX |
PIXEX |
PEAPX |
PESSX |
PEPSX |
PIIMX |
Global
Real Estate Securities |
POSAX |
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POSIX |
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PGRKX |
PGRVX |
PGRUX |
PGRSX |
Government
& High Quality Bond |
CMPGX |
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PMRJX |
PMRIX |
PMGRX |
PRCMX |
PMRDX |
PMREX |
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Government
Money Market |
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PGVXX |
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PGWXX |
High
Income |
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PYHIX |
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High
Yield |
CPHYX |
CCHIX |
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PHYTX |
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PHYFX |
Inflation
Protection |
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PIPJX |
PIPIX |
PISPX |
PIFPX |
PIFSX |
PBPPX |
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International
I |
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PINIX |
PPISX |
PRPPX |
PUPPX |
PTPPX |
PIIDX |
LargeCap
Growth I |
PLGAX |
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PLGJX |
PLGIX |
PCRSX |
PPUMX |
PPUSX |
PPUPX |
PLCGX |
LargeCap
S&P 500 Index |
PLSAX |
PLICX |
PSPJX |
PLFIX |
PLPIX |
PLFMX |
PLFSX |
PLFPX |
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LargeCap
Value III |
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PLVJX |
PLVIX |
PESAX |
PPSFX |
PPSSX |
PPSRX |
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MidCap |
PEMGX |
PMBCX |
PMBJX |
PCBIX |
PMSBX |
PMBMX |
PMBSX |
PMBPX |
PMAQX |
MidCap
Growth |
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PMGJX |
PGWIX |
PMSGX |
PFPPX |
PIPPX |
PHPPX |
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MidCap
Growth III |
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PPQJX |
PPIMX |
PHASX |
PPQMX |
PPQSX |
PPQPX |
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MidCap
S&P 400 Index |
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PMFJX |
MPSIX |
PMSSX |
PMFMX |
PMFSX |
PMFPX |
PMAPX |
MidCap
Value I |
PCMVX |
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PVEJX |
PVMIX |
PLASX |
PMPRX |
PABWX |
PABVX |
PCMSX |
Money
Market |
PCSXX |
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PMJXX |
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Overseas |
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PINZX |
PINQX |
PINTX |
PINUX |
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Principal
Capital Appreciation |
CMNWX |
CMNCX |
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PWCIX |
PCAMX |
PCAOX |
PCAPX |
PCAQX |
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Principal
LifeTime Strategic Income |
PALTX |
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PLSJX |
PLSIX |
PLAIX |
PLSMX |
PLSSX |
PLSPX |
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Principal
LifeTime 2010 |
PENAX |
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PTAJX |
PTTIX |
PVASX |
PTAMX |
PTASX |
PTAPX |
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Principal
LifeTime 2015 |
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LTINX |
LTSGX |
LTAPX |
LTSLX |
LTPFX |
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Principal
LifeTime 2020 |
PTBAX |
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PLFJX |
PLWIX |
PWASX |
PTBMX |
PTBSX |
PTBPX |
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Principal
LifeTime 2025 |
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LTSTX |
LTSNX |
LTVPX |
LTEEX |
LTPDX |
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Principal
LifeTime 2030 |
PTCAX |
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PLTJX |
PMTIX |
PXASX |
PTCMX |
PTCSX |
PTCPX |
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Principal
LifeTime 2035 |
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LTIUX |
LTANX |
LTAOX |
LTSEX |
LTPEX |
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Principal
LifeTime 2040 |
PTDAX |
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PTDJX |
PTDIX |
PYASX |
PTDMX |
PTDSX |
PTDPX |
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Principal
LifeTime 2045 |
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LTRIX |
LTRGX |
LTRVX |
LTRLX |
LTRDX |
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Principal
LifeTime 2050 |
PPEAX |
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PFLJX |
PPLIX |
PZASX |
PTERX |
PTESX |
PTEFX |
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Principal
LifeTime 2055 |
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LTFIX |
LTFGX |
LTFDX |
LTFLX |
LTFPX |
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Principal
LifeTime 2060 |
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PLTAX |
PLTZX |
PLTRX |
PLTCX |
PLTMX |
PLTOX |
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Principal
LifeTime 2065 |
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PLJIX |
PLJAX |
PLJCX |
PLJDX |
PLJEX |
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Ticker
Symbols by Share Class |
Fund |
A |
C |
J |
Inst. |
R-1 |
R-3 |
R-4 |
R-5 |
R-6 |
Principal
LifeTime Hybrid Income |
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PHJFX |
PHTFX |
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PLTYX |
Principal
LifeTime Hybrid 2015 |
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PHJMX |
PHTMX |
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PLRRX |
Principal
LifeTime Hybrid 2020 |
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PHJTX |
PHTTX |
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PLTTX |
Principal
LifeTime Hybrid 2025 |
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PHJQX |
PHTQX |
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PLFTX |
Principal
LifeTime Hybrid 2030 |
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PHJNX |
PHTNX |
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PLZTX |
Principal
LifeTime Hybrid 2035 |
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PHJJX |
PHTJX |
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PLRTX |
Principal
LifeTime Hybrid 2040 |
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PHJEX |
PLTQX |
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PLMTX |
Principal
LifeTime Hybrid 2045 |
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PHJYX |
PHTYX |
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PLNTX |
Principal
LifeTime Hybrid 2050 |
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PHJUX |
PHTUX |
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PLJTX |
Principal
LifeTime Hybrid 2055 |
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PHJBX |
PLTNX |
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PLHTX |
Principal
LifeTime Hybrid 2060 |
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PHJGX |
PLTHX |
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PLKTX |
Principal
LifeTime Hybrid 2065 |
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PHJDX |
PLHHX |
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PLHRX |
Real
Estate Securities |
PRRAX |
PRCEX |
PREJX |
PIREX |
PRAEX |
PRERX |
PRETX |
PREPX |
PFRSX |
SAM
Balanced |
SABPX |
SCBPX |
PSAJX |
PSBIX |
PSBGX |
PBAPX |
PSBLX |
PSBFX |
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SAM
Conservative Balanced |
SAIPX |
SCIPX |
PCBJX |
PCCIX |
PCSSX |
PCBPX |
PCBLX |
PCBFX |
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SAM
Conservative Growth |
SAGPX |
SCGPX |
PCGJX |
PCWIX |
PCGGX |
PCGPX |
PCWSX |
PCWPX |
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SAM
Flexible Income |
SAUPX |
SCUPX |
PFIJX |
PIFIX |
PFIGX |
PFIPX |
PFILX |
PFIFX |
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SAM
Strategic Growth |
SACAX |
SWHCX |
PSWJX |
PSWIX |
PSGGX |
PSGPX |
PSGLX |
PSGFX |
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Short-Term
Income |
SRHQX |
STCCX |
PSJIX |
PSHIX |
PSIMX |
PSIOX |
PSIPX |
PSIQX |
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SmallCap |
PLLAX |
PSMCX |
PSBJX |
PSLIX |
PSABX |
PSBMX |
PSBSX |
PSBPX |
PSMLX |
SmallCap
Growth I |
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PSIJX |
PGRTX |
PNASX |
PPNMX |
PPNSX |
PPNPX |
PCSMX |
SmallCap
S&P 600 Index |
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PSSJX |
PSSIX |
PSAPX |
PSSMX |
PSSSX |
PSSPX |
PSPIX |
SmallCap
Value II |
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PSMJX |
PPVIX |
PCPTX |
PJARX |
PSTWX |
PLARX |
PSMVX |
Tax-Exempt
Bond |
PTEAX |
PTBCX |
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PITEX |
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TABLE
OF CONTENTS |
HISTORY
OF THE FUNDS |
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MULTIPLE
CLASS STRUCTURE |
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DESCRIPTION
OF THE FUNDS’ INVESTMENTS AND RISKS |
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LEADERSHIP
STRUCTURE AND BOARD |
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INVESTMENT
ADVISORY AND OTHER SERVICES |
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INTERMEDIARY
COMPENSATION |
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BROKERAGE
ALLOCATION AND OTHER PRACTICES |
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PURCHASE
AND REDEMPTION OF SHARES |
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GOVERNMENT
MONEY MARKET AND MONEY MARKET FUNDS MATERIAL EVENTS |
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PRICING
OF FUND SHARES |
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TAX
CONSIDERATIONS |
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PORTFOLIO
HOLDINGS DISCLOSURE |
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PROXY
VOTING POLICIES AND PROCEDURES |
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FINANCIAL
STATEMENTS |
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INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM |
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GENERAL
INFORMATION |
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CONTROL
PERSONS AND PRINCIPAL HOLDERS OF SECURITIES |
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PORTFOLIO
MANAGER DISCLOSURE |
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APPENDIX
A – DESCRIPTION OF BOND RATINGS |
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APPENDIX
B – PRICE MAKE UP SHEET |
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APPENDIX
C – PROXY VOTING POLICIES |
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HISTORY
OF THE FUNDS
Principal
Funds, Inc. (“PFI” or the "Registrant") was organized as Principal Special
Markets Fund, Inc. on January 28, 1993 as a Maryland corporation. PFI changed
its name to Principal Investors Fund, Inc. effective September 14, 2000. PFI
changed its name to Principal Funds, Inc. effective June 13, 2008.
On
January 12, 2007, PFI acquired WM Trust I, WM Trust II, and WM Strategic Asset
Management Portfolios, LLC.
Classes
offered by each series of PFI (each, a "Fund" and, together, the "Funds") are
shown in the following table.
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Share
Class |
Fund/Portfolio |
A |
C |
J |
Inst. |
R-1 |
R-3 |
R-4 |
R-5 |
R-6 |
California
Municipal |
X |
X |
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X |
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Core
Fixed Income |
X |
X |
X |
X |
X |
X |
X |
X |
X |
Core
Plus Bond |
X |
|
X |
X |
X |
X |
X |
X |
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Diversified
Income (formerly, Global Diversified Income) |
X |
X |
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X |
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X |
Diversified
International |
X |
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X |
X |
X |
X |
X |
X |
X |
Equity
Income |
X |
X |
X |
X |
X |
X |
X |
X |
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Finisterre
Emerging Markets Total Return Bond |
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X |
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Global
Emerging Markets (formerly, International Emerging Markets) |
X |
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X |
X |
X |
X |
X |
X |
X |
Global
Real Estate Securities |
X |
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X |
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X |
X |
X |
X |
Government
& High Quality Bond |
X |
|
X |
X |
X |
X |
X |
X |
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Government
Money Market |
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X |
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X |
High
Income |
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X |
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High
Yield |
X |
X |
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X |
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X |
Inflation
Protection |
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X |
X |
X |
X |
X |
X |
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International
I |
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X |
X |
X |
X |
X |
X |
LargeCap
Growth I |
X |
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X |
X |
X |
X |
X |
X |
X |
LargeCap
S&P 500 Index |
X |
X |
X |
X |
X |
X |
X |
X |
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LargeCap
Value III |
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X |
X |
X |
X |
X |
X |
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MidCap |
X |
X |
X |
X |
X |
X |
X |
X |
X |
MidCap
Growth |
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X |
X |
X |
X |
X |
X |
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MidCap
Growth III |
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X |
X |
X |
X |
X |
X |
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MidCap
S&P 400 Index |
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X |
X |
X |
X |
X |
X |
X |
MidCap
Value I |
X |
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X |
X |
X |
X |
X |
X |
X |
Money
Market |
X |
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X |
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Overseas |
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X |
X |
X |
X |
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Principal
Capital Appreciation |
X |
X |
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X |
X |
X |
X |
X |
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Principal
LifeTime Strategic Income |
X |
|
X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2010 |
X |
|
X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2015 |
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X |
X |
X |
X |
X |
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Principal
LifeTime 2020 |
X |
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X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2025 |
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X |
X |
X |
X |
X |
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Principal
LifeTime 2030 |
X |
|
X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2035 |
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X |
X |
X |
X |
X |
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Principal
LifeTime 2040 |
X |
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X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2045 |
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X |
X |
X |
X |
X |
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Principal
LifeTime 2050 |
X |
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X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2055 |
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X |
X |
X |
X |
X |
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Principal
LifeTime 2060 |
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X |
X |
X |
X |
X |
X |
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Principal
LifeTime 2065 |
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X |
X |
X |
X |
X |
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Share
Class |
Fund/Portfolio |
A |
C |
J |
Inst. |
R-1 |
R-3 |
R-4 |
R-5 |
R-6 |
Principal
LifeTime Hybrid Income |
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X |
X |
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X |
Principal
LifeTime Hybrid 2015 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2020 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2025 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2030 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2035 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2040 |
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X |
X |
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X |
Principal
LifeTime Hybrid 2045 |
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X |
X |
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|
X |
Principal
LifeTime Hybrid 2050 |
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X |
X |
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|
X |
Principal
LifeTime Hybrid 2055 |
|
|
X |
X |
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|
X |
Principal
LifeTime Hybrid 2060 |
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|
X |
X |
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|
X |
Principal
LifeTime Hybrid 2065 |
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|
X |
X |
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|
X |
Real
Estate Securities |
X |
X |
X |
X |
X |
X |
X |
X |
X |
SAM
Balanced |
X |
X |
X |
X |
X |
X |
X |
X |
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SAM
Conservative Balanced |
X |
X |
X |
X |
X |
X |
X |
X |
|
SAM
Conservative Growth |
X |
X |
X |
X |
X |
X |
X |
X |
|
SAM
Flexible Income |
X |
X |
X |
X |
X |
X |
X |
X |
|
SAM
Strategic Growth |
X |
X |
X |
X |
X |
X |
X |
X |
|
Short-Term
Income |
X |
X |
X |
X |
X |
X |
X |
X |
|
SmallCap
|
X |
X |
X |
X |
X |
X |
X |
X |
X |
SmallCap
Growth I |
|
|
X |
X |
X |
X |
X |
X |
X |
SmallCap
S&P 600 Index |
|
|
X |
X |
X |
X |
X |
X |
X |
SmallCap
Value II |
|
|
X |
X |
X |
X |
X |
X |
X |
Tax-Exempt
Bond |
X |
X |
|
X |
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Each
class has different expenses. Because of these different expenses, the
investment performance of the classes will vary. For more information, including
your eligibility to purchase certain classes of shares, call Principal Funds at
1-800-222-5852.
Principal
Global Investors, LLC ("PGI" or the "Manager") may recommend to the Board of
Directors (the "Board"), and the Board may elect, to close certain Funds to new
investors or close certain Funds to new and existing investors. PGI may make
such a recommendation when a Fund approaches a size where additional investments
in the Fund have the potential to adversely impact Fund performance and make it
increasingly difficult to keep the Fund fully invested in a manner consistent
with its investment objective. PGI may also recommend to the Board, and the
Board may elect, to close certain share classes to new or new and existing
investors.
MULTIPLE
CLASS STRUCTURE
The
Board has adopted a multiple class plan (the "Multiple Class Plan") pursuant to
U.S. Securities and Exchange Commission ("SEC") Rule 18f-3. The share classes
each Fund offers are identified in the chart included under the heading "History
of the Funds." The share classes offered under the Multiple Class Plan include:
Classes A, C, J, Institutional, R-1, R-3, R-4, R-5, and R-6.
Class
A shares are generally sold with a sales charge that is a variable percentage
based on the amount of the purchase, as described in the Prospectus. Certain
redemptions of Class A shares within 12 months of purchase may be subject to a
contingent deferred sales charge ("CDSC"), as described in the
Prospectus.
Class
C shares are not subject to a sales charge at the time of purchase but are
subject to a 1% CDSC on shares redeemed within 12 months of purchase, as
described in the Prospectus.
Class
J shares are sold without any front-end sales charge. A CDSC of 1% is imposed if
Class J shares are redeemed within 18 months of purchase, as described in the
Prospectus.
Sales
charge waivers and reductions may be available depending on whether shares are
purchased directly from the Fund or through a financial intermediary, as
described in the Prospectus and Appendix B to the Prospectus, titled
"Intermediary-Specific Sales Charge Waivers and Reductions."
For
Classes A, C, and J shares purchased from the Fund or through an intermediary
not identified on Appendix B to the Prospectus, the CDSC is waived on
shares:
•redeemed
within 90 days after an account is re-registered due to a shareholder's
death;
•redeemed
to pay surrender fees;
•redeemed
to pay retirement plan fees;
•redeemed
involuntarily from accounts with small balances;
•redeemed
due to the shareholder's disability (as defined by the Internal Revenue Code)
provided the shares were purchased prior to the disability;
•redeemed
from retirement plans to satisfy minimum distribution rules under the Internal
Revenue Code;
•redeemed
from a retirement plan to assure the plan complies with the Internal Revenue
Code;
•redeemed
from retirement plans qualified under Section 401(a) of the Internal Revenue
Code due to the plan participant's death, disability, retirement, or separation
from service after attaining age 55;
•redeemed
from retirement plans to satisfy excess contribution rules under the Internal
Revenue Code; or
•redeemed
using a systematic withdrawal plan (up to 1% per month (measured cumulatively
with respect to non-monthly plans) of the value of the fund account at the time,
and beginning on the date, the systematic withdrawal plan begins). (The free
withdrawal privilege not used in a calendar year is not added to the free
withdrawal privileges for any following year.)
For
Class J shares purchased from the Fund or through an intermediary not identified
on Appendix B to the Prospectus, the CDSC also is waived on shares:
•redeemed
that were purchased pursuant to the Small Amount Force Out program (SAFO);
or
•of
the Money Market Fund redeemed within 30 days of the initial purchase if the
redemption proceeds are transferred to another Principal IRA, defined as either
a fixed or variable annuity issued by Principal Life Insurance Company to fund
an IRA, a Principal Bank IRA product, or a WRAP account IRA sponsored by
Principal Securities, Inc. (PSI).
Institutional
Class and Classes R-1, R-3, R-4, R-5, and R-6 shares are available without any
front-end sales charge or contingent deferred sales charge. Classes R-1, R-3,
R-4, and R-5 shares are available through employer-sponsored retirement plans.
Such plans may impose fees in addition to those charged by the Funds. Classes
R-1, R-3, R-4, and R-5 shares are subject to asset based charges (described
below). Class R-6 shares are generally available through the defined
contribution investment only channel.
PGI
receives a fee for providing investment advisory and certain corporate
administrative services under the terms of the Management Agreement between the
Registrant and PGI. In addition to the management fee, the Funds' Classes R-1,
R-3, R-4, and R-5 shares pay PGI a service fee and an administrative services
fee under the terms of a Service Agreement between the Registrant and PGI and an
Administrative Services Agreement between the Registrant and PGI.
Service
Agreement (Classes R-1, R-3, R-4, and R-5 Shares)
The
Service Agreement provides for PGI to provide certain personal services to
shareholders (plan sponsors) and beneficial owners (plan members) of those
classes. These personal services include:
• responding
to plan sponsor and plan member inquiries;
• providing
information regarding plan sponsor and plan member investments; and
• providing
other similar personal services or services related to the maintenance of
shareholder accounts as contemplated by National Association of Securities
Dealers (NASD) Rule 2830 (or any successor thereto).
As
compensation for these services, Principal Funds will pay PGI service fees equal
to 0.25% of the average daily net assets attributable to each of the R-1, R-3,
R-4, and R-5 Classes. The service fees are calculated and accrued daily and paid
monthly to PGI (or at such other intervals as Principal Funds and PGI may
agree).
Administrative
Services Agreement (Classes R-1, R-3, R-4, and R-5 Shares)
The
Administrative Services Agreement provides for PGI to provide services to
beneficial owners of Fund shares. Such services include:
• receiving,
aggregating, and processing purchase, exchange, and redemption requests from
plan shareholders;
• providing
plan shareholders with a service that invests the assets of their accounts in
shares pursuant to pre-authorized instructions submitted by plan
members;
• processing
dividend payments from the Funds on behalf of plan shareholders and changing
shareholder account designations;
• acting
as shareholder of record and nominee for plans;
• maintaining
account records for shareholders and/or other beneficial owners;
• providing
notification to plan shareholders of transactions affecting their
accounts;
• forwarding
prospectuses, financial reports, tax information and other communications from
the Fund to beneficial owners;
• distributing,
receiving, tabulating and transmitting proxy ballots of plan shareholders;
and
• other
similar administrative services.
As
compensation for these services, Principal Funds will pay PGI service fees equal
to 0.28% of the average daily net assets attributable to the R-1 Class, 0.07% of
the average daily net assets of the R-3 Class, 0.03% of the average daily net
assets of the R-4 Class and 0.01% of the average daily net assets of the R-5
Class. The service fees are calculated and accrued daily and paid monthly to PGI
(or at such other intervals as Principal Funds and PGI may agree).
PGI
will generally, at its discretion appoint (and may at any time remove) other
parties, including companies affiliated with PGI, as its agent to carry out the
provisions of the Service Agreement and/or the Administrative Services
Agreement. However, the appointment of an agent shall not relieve PGI of any of
its responsibilities or liabilities under those agreements. Any fees paid to
agents under these agreements shall be the sole responsibility of
PGI.
Rule
12b-1 Fees / Distribution Plans and Agreements
The
Distributor for the Funds is Principal Funds Distributor, Inc. (“PFD”). The
address for PFD is as follows: 620 Coolidge Drive, Suite 300, Folsom, CA
95630.
In
addition to the management and service fees, certain of the Funds' share classes
are subject to a Rule 12b-1 Distribution Plan and Agreement (each, a “Plan” and
together, the "Plans"). The Board and initial shareholders of Classes A, C, J,
R-1, R-3, and R-4 shares have approved and entered into a Plan. In adopting the
Plans, the Board (including a majority of board members who are not interested
persons of the Funds (as defined in the Investment Company Act of 1940, as
amended) determined that there was a reasonable likelihood that the Plans would
benefit the Funds and the shareholders of the affected classes. Among the
possible benefits of the Plans include the potential for building and retaining
Fund assets as well as the ability to offer an incentive for registered
representatives to provide ongoing servicing to shareholders.
The
Plans provide that each Fund makes payments to the Fund's Distributor from
assets of each share class that has a Plan to compensate the Distributor and
other selling dealers, various banks, broker-dealers and other financial
intermediaries, for providing certain services to the Fund. Such services may
include, but are not limited to:
• formulation
and implementation of marketing and promotional activities;
• preparation,
printing, and distribution of sales literature;
• preparation,
printing, and distribution of prospectuses and the Fund reports to other than
existing shareholders;
• obtaining
such information with respect to marketing and promotional activities as the
Distributor deems advisable;
• making
payments to dealers and others engaged in the sale of shares or who engage in
shareholder support services; and
• providing
training, marketing, and support with respect to the sale of
shares.
Each
Fund pays the Distributor a fee after the end of each month at an annual rate as
a percentage of the daily net asset value of the assets attributable to each
share class as follows:
|
|
|
|
|
|
|
|
|
Share
Class |
Maximum
Annualized
12b-1
Fee |
|
A
(1)(2) |
0.25%
(3) |
|
C
(2) |
1.00% |
|
J
(2) |
0.15% |
|
R-1 |
0.35% |
|
R-3 |
0.25% |
|
R-4 |
0.10% |
|
(1)
Class A shares of the Money Market Fund are not subject to Rule 12b-1
fees. |
(2)
The Distributor also receives the proceeds of any CDSC
imposed. |
(3)
The maximum annualized 12b-1 fee for Class A shares of the Government
& High Quality Bond, LargeCap S&P 500 Index, and Short-Term Income
Funds is 0.15%. |
Effective
December 31, 2015, the Distributor has contractually agreed to limit the
distribution fees attributable to Class J normally payable by the Money Market
Fund. This waiver is in place through February 28, 2023 and will reduce the
Money Market Fund’s distribution fees by 0.15%. It is expected that the fee
waiver will continue to the period disclosed; however, PFI and the Distributor,
the parties to the agreement, may agree to terminate the fee waiver prior to the
end of the period.
Effective
January 1, 2021, the Distributor has voluntarily agreed to limit the
distribution fees attributable to Class J, reducing the Funds' distribution fees
for Class J shares by 0.020%.* This voluntary waiver may be revised or
terminated at any time without notice to shareholders.
The
Distributor may remit on a continuous basis all of these sums to its investment
representatives and other financial intermediaries as a trail fee in recognition
of their services and assistance.
Currently,
the Distributor makes payments to dealers on accounts for which such dealer is
designated dealer of record. Payments are based on the average net asset value
of the accounts invested in Classes A, C, J, R-1, R-3, or R-4
shares.
Under
the Plans, the Funds have no legal obligation to pay any amount that exceeds the
compensation limit. The Funds do not pay, directly or indirectly, interest,
carrying charges, or other financing costs in association with these Plans. All
fees paid under a Fund's Plan are paid to the Distributor, which is entitled to
retain such fees paid by the Fund without regard to the expenses that it
incurs.
For
the fiscal year ended October 31, 2021, each Fund made the following 12b-1
payments to PFD, and PFD, from these 12b-1 payments, made the following payments
to financial intermediaries that distribute and/or service the Fund’s shares.
The “Retained by PFD” column reflects the difference between the amount paid by
the Fund to PFD and the amount of that 12b-1 fee paid by PFD to financial
intermediaries. That difference/remainder is then used by PFD to pay for other
12b-1 eligible expenses. For the fiscal year ended October 31, 2021, the 12b-1
eligible expenses for each Fund were greater than the amount of the Fund’s 12b-1
payments to PFD.
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Paid
by Fund to PFD (amount in thousands) |
Paid
by PFD to Financial Intermediaries
(amount
in thousands) |
Retained
by PFD
(amounts
in thousands) |
California
Municipal |
1,549 |
1,430 |
119 |
Core
Fixed Income(1) |
1,518 |
1,448 |
70 |
Core
Plus Bond |
545 |
535 |
10 |
Diversified
Income |
10,026 |
10,019 |
7 |
Diversified
International |
1,075 |
1,044 |
31 |
Equity
Income |
4,835 |
4,572 |
263 |
Finisterre
Emerging Markets Total Return Bond(2) |
15 |
13 |
2 |
Global
Emerging Markets(3) |
500 |
483 |
17 |
Global
Real Estate Securities |
483 |
443 |
40 |
Government
& High Quality Bond |
800 |
774 |
26 |
Government
Money Market |
— |
— |
— |
High
Income(4) |
4 |
4 |
— |
High
Yield |
2,217 |
2,190 |
27 |
Inflation
Protection |
60 |
56 |
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Paid
by Fund to PFD (amount in thousands) |
Paid
by PFD to Financial Intermediaries
(amount
in thousands) |
Retained
by PFD
(amounts
in thousands) |
International
I |
25 |
25 |
— |
LargeCap
Growth I |
2,432 |
2,321 |
111 |
LargeCap
S&P 500 Index |
3,509 |
3,305 |
204 |
LargeCap
Value III |
150 |
147 |
3 |
MidCap |
7,357 |
7,357 |
— |
MidCap
Growth |
245 |
243 |
2 |
MidCap
Growth III |
101 |
101 |
— |
MidCap
S&P 400 Index |
505 |
474 |
31 |
MidCap
Value I |
410 |
399 |
11 |
Money
Market |
640 |
— |
640 |
Overseas |
2 |
2 |
— |
Principal
Capital Appreciation |
3,350 |
3,222 |
128 |
Principal
LifeTime 2010 |
475 |
466 |
9 |
Principal
LifeTime 2015 |
105 |
100 |
5 |
Principal
LifeTime 2020 |
2,051 |
2,023 |
28 |
Principal
LifeTime 2025 |
433 |
413 |
20 |
Principal
LifeTime 2030 |
3,008 |
2,961 |
47 |
Principal
LifeTime 2035 |
347 |
337 |
10 |
Principal
LifeTime 2040 |
2,090 |
2,064 |
26 |
Principal
LifeTime 2045 |
269 |
265 |
4 |
Principal
LifeTime 2050 |
1,012 |
997 |
15 |
Principal
LifeTime 2055 |
143 |
141 |
2 |
Principal
LifeTime 2060 |
94 |
93 |
1 |
Principal
LifeTime 2065 |
9 |
9 |
— |
Principal
LifeTime Hybrid 2015 |
63 |
63 |
— |
Principal
LifeTime Hybrid 2020 |
200 |
200 |
— |
Principal
LifeTime Hybrid 2025 |
226 |
226 |
— |
Principal
LifeTime Hybrid 2030 |
187 |
187 |
— |
Principal
LifeTime Hybrid 2035 |
152 |
152 |
— |
Principal
LifeTime Hybrid 2040 |
119 |
119 |
— |
Principal
LifeTime Hybrid 2045 |
74 |
74 |
— |
Principal
LifeTime Hybrid 2050 |
61 |
61 |
— |
Principal
LifeTime Hybrid 2055 |
24 |
24 |
— |
Principal
LifeTime Hybrid 2060 |
9 |
9 |
— |
Principal
LifeTime Hybrid 2065 |
6 |
6 |
— |
Principal
LifeTime Hybrid Income |
41 |
41 |
— |
Principal
LifeTime Strategic Income |
198 |
190 |
8 |
Real
Estate Securities |
1,518 |
1,445 |
73 |
SAM
Balanced |
11,105 |
10,791 |
314 |
SAM
Conservative Balanced |
4,082 |
3,964 |
118 |
SAM
Conservative Growth |
7,891 |
7,647 |
244 |
SAM
Flexible Income |
7,176 |
6,902 |
274 |
SAM
Strategic Growth |
5,129 |
4,952 |
177 |
Short-Term
Income |
1,484 |
1,336 |
148 |
SmallCap |
1,485 |
1,359 |
126 |
SmallCap
Growth I |
231 |
221 |
10 |
SmallCap
S&P 600 Index |
638 |
610 |
28 |
SmallCap
Value II |
57 |
56 |
1 |
Tax-Exempt
Bond |
1,350 |
1,226 |
124 |
|
|
|
|
|
|
(1) |
Effective
December 30, 2019, Income Fund changed its name to Core Fixed Income
Fund. |
(2) |
Effective
February 1, 2021, Finisterre Unconstrained Emerging Markets Bond Fund
changed its name to Finisterre Emerging Markets Total Return Bond
Fund. |
(3) |
Effective
January 1, 2022, International Emerging Markets Fund changed its name to
Global Emerging Markets Fund. |
(4) |
Effective
July 1, 2019, High Yield Fund I changed its name to High Income
Fund. |
Principal
Underwriter
PFD
acts as the principal underwriter in the continuous public offering of the
Funds’ shares. The table below shows the aggregate dollar amount of underwriting
commissions and the amount retained by PFD for the last three fiscal years ended
October 31:
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
Fees for Periods Ended October 31 (amounts in thousands) |
Fund |
2021 |
2020 |
2019 |
California
Municipal |
32 |
197 |
41 |
Core
Fixed Income |
123 |
122 |
67(1) |
Core
Plus Bond |
45 |
75 |
38 |
Diversified
Income(2) |
150 |
266 |
317 |
Diversified
International |
106 |
87 |
91 |
Equity
Income |
294 |
344 |
347 |
Finisterre
Emerging Markets Total Return Bond |
8(3) |
3 |
— |
Global
Emerging Markets(4) |
61 |
50 |
63 |
Global
Real Estate Securities |
19 |
30 |
41 |
Government
& High Quality Bond |
61 |
95 |
64 |
High
Income |
1 |
6 |
9(5) |
High
Yield |
64 |
84 |
82 |
Inflation
Protection |
1 |
8 |
3 |
International
I |
2 |
16 |
41 |
LargeCap
Growth I |
195 |
184 |
93 |
LargeCap
S&P 500 Index |
260 |
260 |
272 |
LargeCap
Value III |
— |
1 |
— |
MidCap |
356 |
285 |
212 |
MidCap
Growth |
8 |
4 |
2 |
MidCap
Growth III |
1 |
1 |
1 |
MidCap
S&P 400 Index |
6 |
10 |
6 |
MidCap
Value I |
65 |
61 |
32 |
Money
Market |
102 |
76 |
50 |
Principal
Capital Appreciation |
171 |
159 |
193 |
Principal
Lifetime Strategic Income |
22 |
13 |
9 |
Principal
LifeTime 2010 |
11 |
15 |
14 |
Principal
LifeTime 2020 |
107 |
99 |
166 |
Principal
LifeTime 2030 |
256 |
253 |
287 |
Principal
LifeTime 2040 |
246 |
240 |
265 |
Principal
LifeTime 2050 |
315 |
271 |
280 |
Principal
LifeTime 2060 |
6 |
2 |
2 |
Principal
LifeTime Hybrid Income |
4 |
— |
1 |
Principal
LifeTime Hybrid 2015 |
7 |
9 |
3 |
Principal
LifeTime Hybrid 2020 |
57 |
26 |
41 |
Principal
LifeTime Hybrid 2025 |
76 |
34 |
28 |
Principal
LifeTime Hybrid 2030 |
46 |
23 |
20 |
Principal
LifeTime Hybrid 2035 |
43 |
36 |
14 |
Principal
LifeTime Hybrid 2040 |
37 |
31 |
19 |
Principal
LifeTime Hybrid 2045 |
20 |
21 |
10 |
Principal
LifeTime Hybrid 2050 |
23 |
12 |
4 |
Principal
LifeTime Hybrid 2055 |
9 |
4 |
3 |
Principal
LifeTime Hybrid 2060 |
3 |
— |
— |
Principal
LifeTime Hybrid 2065 |
1 |
— |
— |
Real
Estate Securities |
76 |
124 |
135 |
SAM
Balanced |
985 |
936 |
1,026 |
SAM
Conservative Balanced |
487 |
434 |
525 |
SAM
Conservative Growth |
768 |
724 |
903 |
SAM
Flexible Income |
616 |
637 |
785 |
SAM
Strategic Growth |
608 |
660 |
682 |
Short-Term
Income |
340 |
280 |
185 |
SmallCap |
145 |
98 |
138 |
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
Fees for Periods Ended October 31 (amounts in thousands) |
Fund |
2021 |
2020 |
2019 |
SmallCap
Growth I |
10 |
4 |
2 |
SmallCap
S&P 600 Index |
4 |
3 |
5 |
SmallCap
Value II |
4 |
11 |
13 |
Tax-Exempt
Bond |
76 |
82 |
59 |
|
|
|
|
|
|
(1) |
Effective
December 30, 2019, Income Fund changed its name to Core Fixed Income
Fund. |
(2) |
Effective
March 1, 2022, Global Diversified Income Fund changed its name to
Diversified Income Fund. |
(3) |
Effective
February 1, 2021, Finisterre Unconstrained Emerging Markets Bond Fund
changed its name to Finisterre Emerging Markets Total Return Bond
Fund. |
(4) |
Effective
January 1, 2022, International Emerging Markets Fund changed its name to
Global Emerging Markets Fund. |
(5) |
Effective
July 1, 2019, High Yield Fund I changed its name to High Income
Fund. |
Transfer
Agency Agreement (Classes A, C, J, Institutional, R-1, R-3, R-4, R-5, and
R-6)
The
Transfer Agency Agreement provides for Principal Shareholder Services, Inc.
(“PSS”) (620 Coolidge Drive, Suite 300, Folsom, CA 95630), an affiliate of PGI,
to act as transfer and shareholder servicing agent for the Classes A, C, J,
Institutional, R-1, R-3, R-4, R-5, and R-6.
•For
Classes A and C, and Institutional Class shares, the Fund pays PSS a fee for the
services provided pursuant to the Transfer Agency Agreement in an amount equal
to the costs incurred by PSS for providing such services.
•For
Class J shares, the Registrant pays PSS a fee for the services provided pursuant
to the Transfer Agency Agreement in an amount that includes profit.
The
Registrant pays PSS for the following services for Classes A, C and J, and
Institutional Class shares:
• issuance,
transfer, conversion, cancellation, and registry of ownership of Fund shares,
and maintenance of open account system;
• preparation
and distribution of dividend and capital gain payments to
shareholders;
• delivery,
redemption and repurchase of shares, and remittances to
shareholders;
• the
tabulation of proxy ballots and the preparation and distribution to shareholders
of notices, proxy statements and proxies, reports, confirmation of transactions,
prospectuses and tax information;
• communication
with shareholders concerning the above items; and
• use
of its best efforts to qualify the Capital Stock of the Funds for sale in states
and jurisdictions as directed by the Funds.
The
Registrant does not pay for these services for Classes R-1, R-3, R-4, R-5, and
R-6 shares. PSS will pay operating expenses attributable to Classes R-1, R-3,
R-4, and R-5 shares related to (a) the cost of meetings of shareholders and (b)
the costs of initial and ongoing qualification of the capital stock of the Funds
for sale in states and jurisdictions.
DESCRIPTION
OF THE FUNDS’ INVESTMENTS AND RISKS
The
Registrant is a registered, open-end management investment company, commonly
called a mutual fund. The Registrant consists of multiple investment portfolios
which are referred to as "Funds." Each portfolio operates for many purposes as
if it were an independent mutual fund. Each portfolio has its own investment
objective, strategy, and management team. As described below, each Fund has
adopted a fundamental policy regarding diversification, as that term is used in
the Investment Company Act of 1940, as amended (the "1940 Act"), and as
interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time.
Fund
Policies
The
investment objective, principal investment strategies and principal risks of
each Fund are described in the Prospectus. This SAI contains supplemental
information about those strategies and risks and the types of securities that
those managing the investments of each Fund can select. Additional information
is also provided about other strategies that each Fund may use to try to achieve
its objective.
The
composition of each Fund and the techniques and strategies that those managing
the Fund's investments may use in selecting securities will vary over time. A
Fund is not required to use all of the investment techniques and strategies
available to it in seeking its goals.
Unless
otherwise indicated, with the exception of the percentage limitations on
borrowing, the restrictions apply at the time transactions are entered into.
Accordingly, any later increase or decrease beyond the specified limitation,
resulting from market fluctuations or in a rating by a rating service, does not
require elimination of any security from a Fund's portfolio.
The
investment objective of each Fund and, except as described below as "fundamental
restrictions," the investment strategies described in this SAI and the
Prospectus are not fundamental and may be changed by the Board without
shareholder approval.
With
the exception of the diversification test required by the Internal Revenue Code,
the Funds will not consider collateral held in connection with securities
lending activities when applying any of the following fundamental restrictions
or any other investment restriction set forth in each Fund's Prospectus or
SAI.
Fundamental
Restrictions
Except
as specifically noted, each Fund has adopted the following fundamental
restrictions. Each fundamental restriction is a matter of fundamental policy and
may not be changed without a vote of a majority of the outstanding voting
securities of the affected Fund, except as permitted by the 1940 Act or other
governing Statute and the Rules thereunder, the SEC, or other regulatory agency
with authority over the Funds. The 1940 Act provides that "a vote of a majority
of the outstanding voting securities" of a Fund means the affirmative vote of
the lesser of (1) more than 50% of the outstanding Fund shares or (2) 67% or
more of the Fund shares present at a meeting if more than 50% of the outstanding
Fund shares are represented at the meeting in person or by proxy. Each share has
one vote, with fractional shares voting proportionately. Shares of all classes
of a Fund will vote together as a single class except when otherwise required by
law or as determined by the Board.
Each
Fund:
1) may
not issue senior securities, except as permitted under the 1940 Act, as amended,
and as interpreted, modified or otherwise permitted by regulatory authority
having jurisdiction, from time to time.
2) has
adopted a commodities policy, as follows:
(a)The
California Municipal Fund may not purchase or sell commodities, except as
permitted under the 1940 Act, as amended, and as interpreted, modified or
otherwise permitted by regulatory authority having jurisdiction, from time to
time.
(b)The
remaining Funds may not purchase or sell commodities, except as permitted by
applicable law, regulation or regulatory authority having
jurisdiction.
3) may
not purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured by real
estate or interests therein, except that each Fund reserves freedom of action to
hold and to sell real estate acquired as a result of the Fund’s ownership of
securities.
4) may
not borrow money, except as permitted under the 1940 Act, as amended, and as
interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time.
5) may
not make loans except as permitted under the 1940 Act, as amended, and as
interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time.
6) has
adopted a policy regarding diversification, as follows:
(a)The
LargeCap Growth I and Real Estate Securities Funds have elected to be
non-diversified.
(b)All
other Funds have elected to be treated as a “diversified” investment company, as
that term is used in the 1940 Act, as amended, and as interpreted, modified or
otherwise permitted by regulatory authority having jurisdiction, from time to
time.
7) has
adopted a concentration policy, as follows:
(a)The
Global Real Estate Securities and Real Estate Securities Funds will concentrate
their investments in a particular industry or group of industries as described
in the prospectus.
(b)The
LargeCap S&P 500 Index, MidCap S&P 400 Index, and SmallCap S&P 600
Index Funds will not concentrate their investments in a particular industry or
group of industries except to the extent that the related Index is also so
concentrated.
(c)The
remaining Funds may not concentrate, as that term is used in the 1940 Act, as
amended, and as interpreted, modified or otherwise permitted by regulatory
authority having jurisdiction, from time to time, its investments in a
particular industry or group of industries.
8) may
not act as an underwriter of securities, except to the extent that the Fund may
be deemed to be an underwriter in connection with the sale of securities held in
its portfolio.
Non-Fundamental
Restrictions
Except
as specifically noted, each Fund has also adopted the following non-fundamental
restrictions. Non-fundamental restrictions are not fundamental policies and may
be changed without shareholder approval. It is contrary to each Fund's present
policy to:
1) Invest
more than 15% of its net assets in illiquid securities and in repurchase
agreements maturing in more than seven days except to the extent permitted by
applicable law or regulatory authority having jurisdiction, from time to time;
however:
(a)The
Government Money Market and Money Market Funds may each not invest more than 5%
of its net assets in illiquid securities and in repurchase agreements maturing
in more than seven days except to the extent permitted by applicable law or
regulatory authority having jurisdiction, from time to time.
(b)International
Fund I, the Principal LifeTime Funds, Principal LifeTime Hybrid Funds, and the
Strategic Asset Management (SAM) Portfolios have not adopted this
non-fundamental restriction.
2) Pledge,
mortgage, or hypothecate its assets, except to secure permitted borrowings.
(a)With
respect to the Principal LifeTime Funds, Principal LifeTime Hybrid Funds, and
the Strategic Asset Management (SAM) Portfolios, the deposit of underlying
securities and other assets in escrow and other collateral arrangements in
connection with transactions that involve any future payment obligation, as
permitted under the 1940 Act, as amended, and as interpreted, modified or
otherwise permitted by any regulatory authority having jurisdiction, from time
to time, by the underlying funds are not deemed to be pledges, mortgages,
hypothecations, or other encumbrances.
(b)For
all Funds, the deposit of underlying securities and other assets in escrow and
other collateral arrangements in connection with transactions that involve any
future payment obligation, as permitted under the 1940 Act, as amended, and as
interpreted, modified or otherwise permitted by any regulatory authority having
jurisdiction, from time to time, are not deemed to be pledges, mortgages,
hypothecations, or other encumbrances.
(c)International
Fund I has not adopted this non-fundamental restriction.
3)
Invest in companies for the purpose of exercising
control or management.
(a)International
Fund I has not adopted this non-fundamental restriction.
4) Invest
more than 25% of its assets in foreign securities; however:
(a)The
High Yield Fund may not invest more than 35% of its assets in foreign
securities;
(b)The
Diversified Income, Diversified International, Finisterre Emerging Markets Total
Return Bond, Global Emerging Markets, Global Real Estate Securities, Money
Market, and Overseas Funds each may invest up to 100% of its assets in foreign
securities;
(c)The
LargeCap S&P 500 Index, MidCap S&P 400 Index, and SmallCap S&P 600
Index Funds each may invest in foreign securities to the extent that the
relevant index is so invested;
(d)The
California Municipal, Government & High Quality Bond, Government Money
Market and Tax-Exempt Bond Funds may not invest in foreign securities;
and
(e)International
Fund I, the Principal LifeTime Funds, Principal LifeTime Hybrid Funds, and the
Strategic Asset Management (SAM) Portfolios have not adopted this
non-fundamental restriction.
5) Invest
more than 5% of its total assets in real estate limited partnership
interests.
(a)
The Diversified Income, Global Real Estate Securities, International I, and Real
Estate Securities Funds and the Principal LifeTime Funds, Principal LifeTime
Hybrid Funds, and the Strategic Asset Management (SAM) Portfolios have not
adopted this non-fundamental restriction.
6) Acquire
securities of other investment companies in reliance on Section 12(d)(1)(F) or
(G) of the 1940 Act, invest more than 10% of its total assets in securities of
other investment companies, invest more than 5% of its total assets in the
securities of any one investment company, or acquire more than 3% of the
outstanding voting securities of any one investment company except in connection
with a merger, consolidation, or plan of reorganization and except as permitted
by the 1940 Act, SEC rules adopted under the 1940 Act or exemptions granted by
the SEC. The Fund may purchase securities of closed-end investment companies in
the open market where no underwriter or dealer’s commission or profit, other
than a customary broker’s commission, is involved.
(a)
The Principal LifeTime Funds, Principal LifeTime Hybrid Funds, and the Strategic
Asset Management (SAM) Portfolios have not adopted this non-fundamental
restriction.
International
Fund I has adopted additional non-fundamental restrictions as noted below. The
Fund:
1) may
not purchase securities on margin, except that the Fund may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments in connection with futures contracts and options
on futures contracts shall not constitute purchasing securities on
margin.
2) may
not purchase any security if, as a result, more than 15% of its net assets would
be invested in securities that are deemed to be illiquid because they are
subject to legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at approximately the
prices at which they are valued.
Non-Fundamental
Policy - Rule 35d-1 under the 1940 Act - Investment Company Names
Except
as specifically noted, each Fund has also adopted a non-fundamental policy
pursuant to SEC Rule 35d-1, which requires it, under normal circumstances, to
invest at least 80% of its net assets, plus any borrowings for investment
purposes, in the type of investments, industry, or geographic region (as
described in the Prospectus) as suggested by the name of the Fund. This policy
applies at the time of purchase. A Fund will provide 60 days’ notice to
shareholders prior to implementing a change in this policy for the Fund. For
purposes of this non-fundamental policy, each Fund tests market capitalization
ranges monthly.
For
purposes of testing this requirement with respect to:
•forward
foreign currency contracts and other investments that have economic
characteristics similar to foreign currency; the value of such contracts and
investments may include the Fund’s investments in cash and/or cash equivalents
to the extent such cash and/or cash equivalents are maintained with respect to
the Fund’s exposure under its forward foreign currency contracts and similar
investments.
•derivatives
instruments, each Fund will typically count the mark-to-market value of such
derivatives. However, the Fund may use a derivative contract’s notional value
when it determines that notional value is an appropriate measure of the Fund’s
exposure to investments. For example, with respect to single name equity swaps
which are “fully paid” (equity swaps in which cash and/or cash equivalents are
posted as collateral for the purpose of covering the full notional value of the
swap), each Fund will count the value of such cash and/or cash
equivalents.
•investments
in underlying funds (including ETFs), each Fund will count all investments in an
underlying fund toward the requirement as long as 80% of the value of such
underlying fund's holdings focus on the particular type of investment suggested
by the Fund name.
The
California Municipal, Diversified Income, Diversified International, High
Income, Inflation Protection, International I, Principal Capital
Appreciation, Short-Term Income and Tax-Exempt Bond Funds, Principal LifeTime
Funds, Principal LifeTime Hybrid Funds, and Strategic Asset Management (SAM)
Portfolios have not adopted this non-fundamental policy.
The
Tax-Exempt Bond Fund has also adopted a fundamental policy which requires it,
under normal circumstances, to invest at least 80% of its net assets in
investments, the income from which is exempt from federal income tax or so that
at least 80% of the income the Fund distributes will be exempt from federal
income tax.
The
California Municipal Fund has adopted a fundamental policy that requires it,
under normal circumstances, to invest at least 80% of its net assets in
investments the income from which is exempt from federal income tax and
California state personal income tax or so that at least 80% of the income the
Fund distributes will be exempt from federal income tax and California state
personal income tax. The Fund also has adopted a non-fundamental policy that
requires it, under normal circumstances, to invest at least 80% of its net
assets in municipal obligations.
Investment
Strategies and Risks Related to Borrowing and Senior Securities,
Commodity-Related Investments, Industry Concentration and Loans
Borrowing
and Senior Securities
Under
the 1940 Act, a fund that borrows money is required to maintain continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed, with an exception for
borrowings not in excess of 5% of the fund’s total assets made for temporary or
emergency purposes. If a fund invests the proceeds of borrowing, borrowing will
tend to exaggerate the effect on net asset value of any increase or decrease in
the market value of a fund’s portfolio. If a fund invests the proceeds of
borrowing, money borrowed will be subject to interest costs that may or may not
be recovered by earnings on the securities purchased. A fund also may be
required to maintain minimum average balances in connection with a borrowing or
to pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest
rate.
Commodity-Related
Investments
All
Funds Except the Finisterre Emerging Markets Total Return Bond Fund
Under
the 1940 Act, a fund’s registration statement must recite the fund’s policy with
regard to investing in commodities. Each Fund may invest in commodities to the
extent permitted by applicable law and under its fundamental and non-fundamental
policies and restrictions. Pursuant to a claim for exclusion filed with the
Commodity Futures Trading Commission (“CFTC”) on behalf of each of the Funds
under Rule 4.5, PGI is not deemed to be a “commodity pool operator” under the
Commodity Exchange Act (“CEA”) as it specifically relates to PGI’s operations
with respect to the Funds, and the Funds, therefore, are not considered
regulated commodity pools and are not subject to registration or regulation
under the CEA. The CFTC amended Rule 4.5 exclusions for certain otherwise
regulated persons from the definition of the term “commodity pool operator.”
Rule 4.5 provides that an investment company does not meet the definition of
“commodity pool operator” if its use of futures contracts, options on futures
contracts, and swaps is sufficiently limited that the fund can fall within one
of two exclusions set out in Rule 4.5. Each Fund intends to limit its use of
futures contracts, options on futures contracts, and swaps to the degree
necessary to fall within one of the two exclusions. If a Fund is unable to do
so, it may incur expenses that are necessary to comply with the CEA and rules
the CFTC has adopted under it.
Finisterre
Emerging Markets Total Return Bond Fund
Based
on its current investment strategies, the Finisterre Emerging Markets Total
Return Bond Fund is deemed to be a "commodity pool" under the CEA, and PGI is
considered a "commodity pool operator" with respect to the Fund. PGI is
therefore subject to dual regulation by the SEC and the CFTC. The CFTC or the
SEC could alter the regulatory requirements governing the use of commodity
futures (which include futures on broad-based securities indexes and interest
rate futures and currency futures) or options on commodity futures or swaps
transactions by investment companies, including this Fund.
Industry
Concentration
“Concentration”
means a fund invests more than 25% of its net assets in a particular industry or
group of industries. To monitor compliance with the policy regarding industry
concentration, the Funds may use the industry classifications provided by
Bloomberg, L.P., the Morgan Stanley Capital International (MSCI)/Standard &
Poor's Global Industry Classification Standard (GICS), the Directory of
Companies Filing Annual Reports with the Securities and Exchange Commission or
any other reasonable industry classification system.
•Each
Fund interprets its policy with respect to concentration in a particular
industry to apply only to direct investments in the securities of issuers in a
particular industry. To the extent a Fund invests its assets in underlying
investment companies, 25% or more of such Fund’s total assets may be indirectly
exposed to a particular industry or group of related industries through its
investments in one or more underlying investment companies.
•For
purposes of this restriction, government securities such as treasury securities
or mortgage-backed securities that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities are not subject to the Funds'
industry concentration restrictions.
•Each
Fund views its investments in tax-exempt municipal securities as not
representing interests in any particular industry or group of industries. For
information about municipal securities, see the Municipal Obligations
section.
Loans
A
Fund may not make loans to other persons except as permitted by (i) the 1940 Act
and the Rules and Regulations thereunder, or other successor law governing the
regulation of registered investment companies, or interpretations or
modifications thereof by the SEC, SEC Staff or other authority of competent
jurisdiction, or (ii) pursuant to exemptive or other relief or permission from
the SEC, SEC Staff or other authority of competent jurisdiction. Generally, this
means the Funds are typically permitted to make loans, but must take into
account potential issues such as liquidity, valuation, and avoidance of
impermissible transactions. Examples of permissible loans include (a) the
lending of its portfolio securities, (b) the purchase of debt securities, loan
participations and/or engaging in direct corporate loans in accordance with the
Fund's investment objective and policies, (c) the entry into a repurchase
agreement (to the extent such entry is deemed to be a loan), and (d) loans to
affiliated investment companies to the extent permitted by the 1940 Act or any
exemptions therefrom that may be granted by the SEC.
Other
Investment Strategies and Risks
Commodity
Index-Linked Notes
A
commodity index-linked note is a type of structured note that is a derivative
instrument. Over the long term, the returns on a fund's investments in commodity
index-linked notes are expected to exhibit low or negative correlation with
stocks and bonds, which means the prices of commodity-linked notes may move in a
different direction than investments in traditional equity and debt securities.
As an example, during periods of rising inflation, debt securities have
historically tended to decrease in value and the prices of certain commodities,
such as oil and metals, have historically tended to increase. The reverse may be
true during "bull markets," when the value of traditional securities such as
stocks and bonds is increasing. Under such economic conditions, a fund's
investments in commodity index-linked notes may be expected not to perform as
well as investments in traditional securities. There can be no assurance,
however, that derivative instruments will perform in that manner in the future
and, at certain times in the past, the price movements of commodity-linked
investments have been parallel to debt and equity securities. If commodities
prices move in tandem with the prices of financial assets, they may not provide
overall portfolio diversification benefits.
Convertible
Securities
A
convertible security is a bond, debenture, note, preferred stock, or other
security that entitles the holder to acquire common stock or other equity
securities of the same or a different issuer. A convertible security generally
entitles the holder to receive interest paid or accrued until the convertible
security matures or is redeemed, converted or exchanged. Before conversion,
convertible securities have characteristics similar to non-convertible debt or
preferred securities, as applicable. Convertible securities rank senior to
common stock in a corporation’s capital structure and, therefore, generally
entail less risk than the corporation’s common stock, although the extent to
which such risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a fixed income security.
Convertible securities are subordinate in rank to any senior debt obligations of
the issuer, and, therefore, an issuer’s convertible securities entail more risk
than its debt obligations. Convertible securities generally offer lower interest
or dividend yields than non-convertible debt securities of similar credit
quality because of the potential for capital appreciation. In addition,
convertible securities are often lower-rated securities.
Because
of the conversion feature, the price of the convertible security will normally
fluctuate in some proportion to changes in the price of the underlying asset,
and as such is subject to risks relating to the activities of the issuer and/or
general market and economic conditions. The income component of a convertible
security may tend to cushion the security against declines in the price of the
underlying asset. However, the income component of convertible securities causes
fluctuations based upon changes in interest rates and the credit quality of the
issuer.
If
the conversion value of a convertible security increases to a point that
approximates or exceeds its investment value, the value of the security will be
principally influenced by its conversion value. A convertible security will sell
at a premium over its conversion value to the extent investors place value on
the right to acquire the underlying common stock while holding an
income-producing security.
A
convertible security may be subject to redemption at the option of the issuer at
a predetermined price. If a convertible security held by a fund is called for
redemption, the fund would be required to permit the issuer to redeem the
security and convert it to underlying common stock, or would sell the
convertible security to a third party, which may have an adverse effect on the
fund’s ability to achieve its investment objective.
Synthetic
Convertibles
A
“synthetic” convertible security may be created by combining separate securities
that possess the two principal characteristics of a traditional convertible
security, i.e., an income-producing security (“income-producing component”) and
the right to acquire an equity security (“convertible component”). The
income-producing component is achieved by investing in non-convertible,
income-producing securities such as bonds, preferred stocks and money market
instruments, which may be represented by derivative instruments. The convertible
component is achieved by investing in securities or instruments such as warrants
or options to buy common stock at a certain exercise price, or options on a
stock index. Unlike a traditional convertible security, which is a single
security having a single market value, a synthetic convertible comprises two or
more separate securities, each with its own market value. Therefore, the “market
value” of a synthetic convertible security is the sum of the values of its
income-producing component and its convertible component. For this reason, the
values of a synthetic convertible security and a traditional convertible
security may respond differently to market fluctuations.
More
flexibility is possible in the assembly of a synthetic convertible security than
in the purchase of a convertible security. Although synthetic convertible
securities may be selected where the two components are issued by a single
issuer, thus making the synthetic convertible security similar to the
traditional convertible security, the character of a synthetic convertible
security allows the combination of components representing distinct issuers,
when such a combination may better achieve a fund’s investment objective. A
synthetic convertible security also is a more flexible investment in that its
two components may be purchased separately. For example, a fund may purchase a
warrant for inclusion in a synthetic convertible security but temporarily hold
short-term investments while postponing the purchase of a corresponding bond
pending development of more favorable market conditions.
A
holder of a synthetic convertible security faces the risk of a decline in the
price of the security or the level of the index involved in the convertible
component, causing a decline in the value of the security or instrument, such as
a call option or warrant, purchased to create the synthetic convertible
security. Should the price of the stock fall below the exercise price and remain
there throughout the exercise period, the entire amount paid for the call option
or warrant would be lost. Because a synthetic convertible security includes the
income-producing component as well, the holder of a synthetic convertible
security also faces the risk that interest rates will rise, causing a decline in
the value of the income-producing instrument.
A
fund also may purchase synthetic convertible securities created by other
parties, including convertible structured notes. Convertible structured notes
are income-producing debentures linked to equity and are typically issued by
investment banks. Convertible structured notes have the attributes of a
convertible security; however, the investment bank that issues the convertible
note, rather than the issuer of the underlying common stock into which the note
is convertible, assumes credit risk associated with the underlying investment,
and the fund in turn assumes credit risk associated with the convertible
note.
Corporate
Reorganizations
Funds
may invest in securities for which a tender or exchange offer has been made or
announced and in securities of companies for which a merger, consolidation,
liquidation or reorganization proposal has been announced if, in the judgment of
those managing the fund's investments, there is a reasonable prospect of capital
appreciation significantly greater than the brokerage and other transaction
expenses involved. The primary risk of such investments is that if the
contemplated transaction is abandoned, revised, delayed or becomes subject to
unanticipated uncertainties, the market price of the securities may decline
below the purchase price paid by a fund.
In
general, securities which are the subject of such an offer or proposal sell at a
premium to their historic market price immediately prior to the announcement of
the offer or proposal. However, the increased market price of such securities
may discount what the stated or appraised value of the security would be if the
contemplated transaction were approved or consummated. Such investments may be
advantageous when the discount: significantly overstates the risk of the
contingencies involved; significantly undervalues the securities, assets or cash
to be received by shareholders of the prospective company as a result of the
contemplated transaction; or fails adequately to recognize the possibility that
the offer or proposal may be replaced or superseded by an offer or proposal of
greater value. The evaluation of such contingencies requires unusually broad
knowledge and experience on the part of those managing the fund's investments,
which must appraise not only the value of the issuer and its component
businesses, but also the financial resources and business motivation of the
offer or proposal as well as the dynamics of the business climate when the offer
or proposal is in process.
Cyber
Security Issues
Each
Fund and its service providers may be subject to cyber security
risks. Those risks include, among others, theft, misuse or corruption of
data maintained online or digitally; denial of service attacks on websites; the
loss or unauthorized release of confidential and proprietary information;
operational disruption; or various other forms of cyber security breaches.
Cyber-attacks against or security breakdowns of a Fund or its service providers
may harm the Fund and its shareholders, potentially resulting in, among other
things, financial losses, the inability of Fund shareholders to transact
business, inability to calculate a fund’s NAV, violations of applicable privacy
and other laws, regulatory fines, penalties, reputational damage, reimbursement
or other compensation costs, and/or additional compliance and remediation costs.
Cyber security risks may also affect issuers of securities in which a fund
invests, potentially causing the fund’s investment in such issuers to lose
value. Despite risk management processes, there can be no guarantee that a fund
will avoid losses relating to cyber security risks or other information security
breaches.
Derivatives
Options
on Securities and Securities Indices
Funds
may write (sell) and purchase call and put options on securities and on
securities indices Funds may engage in these transactions to hedge against a
decline in the value of securities owned or an increase in the price of
securities that the Fund plans to purchase, or to generate additional revenue.
•Exchange-Traded
Options. An exchange-traded option may be closed out only on an exchange that
generally provides a liquid secondary market for an option of the same series.
If a liquid secondary market for an exchange-traded option does not exist, it
might not be possible to effect a closing transaction with respect to a
particular option, with the result that a Fund would have to exercise the option
in order to consummate the transaction.
•Over
the Counter ("OTC") Options. OTC options differ from exchange-traded options in
that they are two-party contracts, with price and other terms negotiated between
buyer and seller, and generally do not have as much market liquidity as
exchange-traded options. An OTC option (an option not traded on an established
exchange) may be closed out only by agreement with the other party to the
original option transaction. With OTC options, a Fund is at risk that the other
party to the transaction will default on its obligations or will not permit the
Fund to terminate the transaction before its scheduled maturity. While a Fund
will seek to enter into OTC options only with dealers who agree to or are
expected to be capable of entering into closing transactions with a Fund, there
can be no assurance that a Fund will be able to liquidate an OTC option at a
favorable price at any time prior to its expiration. OTC options are not subject
to the protections afforded purchasers of listed options by the Options Clearing
Corporation or other clearing organizations.
•FLexible
EXchange Options (“FLEX Options”). FLEX Options are customized options contracts
available through national securities exchanges that are guaranteed for
settlement by the Options Clearing Corporation (“OCC”), a market clearinghouse.
FLEX Options provide investors with the ability to customize terms of an option,
including exercise prices, exercise styles (European-style options, which are
exercisable only at the expiration date, versus American-style options, which
are exercisable any time prior to the expiration date), and expiration dates,
while achieving price discovery in competitive, transparent auction markets and
avoiding the counterparty exposure of the OTC option positions.
There
is no assurance that a liquid secondary market on an options exchange will exist
for any particular option, or at any particular time, and for some options no
secondary market on an exchange or elsewhere may exist. If a Fund is unable to
close out a call option on securities that it has written before the option is
exercised, the Fund may be required to purchase the optioned securities in order
to satisfy its obligation under the option to deliver such securities. If the
Fund is unable to effect a closing sale transaction with respect to options on
securities that it has purchased, it would have to exercise the option in order
to realize any profit and would incur transaction costs upon the purchase and
sale of the underlying securities. The writing and purchasing of options is a
highly specialized activity that involves investment techniques and risks
different from those associated with ordinary portfolio securities transactions.
Imperfect correlation between the options and securities markets may detract
from the effectiveness of attempted hedging. Options transactions may result in
significantly higher transaction costs and portfolio turnover for a
Fund.
Writing
Call and Put Options.
When a Fund writes a call option, it gives the purchaser of the option the right
to buy a specific security at a specified price at any time before the option
expires. When a Fund writes a put option, it gives the purchaser of the option
the right to sell to the Fund a specific security at a specified price at any
time before the option expires. In both situations, the Fund receives a premium
from the purchaser of the option.
The
premium received by a Fund reflects, among other factors, the current market
price of the underlying security, the relationship of the exercise price to the
market price, the time period until the expiration of the option and interest
rates. The premium generates additional income for the Fund if the option
expires unexercised or is closed out at a profit. By writing a call, a Fund
limits its opportunity to profit from any increase in the market value of the
underlying security above the exercise price of the option, but it retains the
risk of loss if the price of the security should decline. By writing a put, a
Fund assumes the risk that it may have to purchase the underlying security at a
price that may be higher than its market value at time of exercise.
A
Fund usually owns the underlying security covered by any outstanding call
option. With respect to an outstanding put option, a Fund deposits and maintains
with its custodian or segregates on the Fund's records, cash, or other liquid
assets with a value at least equal to the market value of the option that was
written.
Once
a Fund has written an option, it may terminate its obligation before the option
is exercised. The Fund executes a closing transaction by purchasing an option of
the same series as the option previously written. The Fund has a gain or loss
depending on whether the premium received when the option was written exceeds
the closing purchase price plus related transaction costs.
Purchasing
Call and Put Options.
When a Fund purchases a call option, it receives, in return for the premium it
pays, the right to buy from the writer of the option the underlying security at
a specified price at any time before the option expires. A Fund purchases call
options in anticipation of an increase in the market value of securities that it
intends ultimately to buy. During the life of the call option, the Fund is able
to buy the underlying security at the exercise price regardless of any increase
in the market price of the underlying security. For a call option to result in a
gain, the market price of the underlying security must exceed the sum of the
exercise price, the premium paid, and transaction costs.
When
a Fund purchases a put option, it receives, in return for the premium it pays,
the right to sell to the writer of the option the underlying security at a
specified price at any time before the option expires. A Fund purchases put
options in anticipation of a decline in the market value of the underlying
security. During the life of the put option, the Fund is able to sell the
underlying security at the exercise price regardless of any decline in the
market price of the underlying security. In order for a put option to result in
a gain, the market price of the underlying security must decline, during the
option period, below the exercise price enough to cover the premium and
transaction costs.
Once
a Fund purchases an option, it may close out its position by selling an option
of the same series as the option previously purchased. The Fund has a gain or
loss depending on whether the closing sale price exceeds the initial purchase
price plus related transaction costs.
Options
on Securities Indices. Each
Fund may purchase and sell put and call options on any securities index based on
securities in which the Fund may invest. Securities index options are designed
to reflect price fluctuations in a group of securities or segment of the
securities market rather than price fluctuations in a single security. Options
on securities indices are similar to options on securities, except that the
exercise of securities index options requires cash payments and does not involve
the actual purchase or sale of securities. Each Fund engages in transactions in
put and call options on securities indices for the same purposes as they engage
in transactions in options on securities. When a Fund writes call options on
securities indices, it holds in its portfolio underlying securities which, in
the judgment of those managing the fund's investments, correlate closely with
the securities index and which have a value at least equal to the aggregate
amount of the securities index options.
Index
Warrants. A Fund
may purchase put warrants and call warrants whose values vary depending on the
change in the value of one or more specified securities indices (“index
warrants”). Index warrants are generally issued by banks or other financial
institutions and give the holder the right, at any time during the term of the
warrant, to receive upon exercise of the warrant a cash payment from the issuer
based on the value of the underlying index at the time of exercise. In general,
if the value of the underlying index rises above the exercise price of the index
warrant, the holder of a call warrant will be entitled to receive a cash payment
from the issuer upon exercise based on the difference between the value of the
index and the exercise price of the warrant; if the value of the underlying
index falls, the holder of a put warrant will be entitled to receive a cash
payment from the issuer upon exercise based on the difference between the
exercise price of the warrant and the value of the index. The holder of a
warrant would not be entitled to any payments from the issuer at a time when, in
the case of a call warrant, the exercise price is more than the value of the
underlying index, or in the case of a put warrant, the exercise price is less
than the value of the underlying index. If a Fund were not to exercise an index
warrant prior to its expiration, then a Fund would lose the amount of the
purchase price paid by it for the warrant. A Fund will normally use index
warrants in a manner similar to its use of options on securities
indices.
Risks
Associated with Option Transactions.
An option position may be closed out only on an exchange that provides a
secondary market for an option of the same series. A Fund generally purchases or
writes only those options for which there appears to be an active secondary
market. However, there is no assurance that a liquid secondary market on an
exchange exists for any particular option, or at any particular time. If a Fund
is unable to effect closing sale transactions in options it has purchased, it
has to exercise its options in order to realize any profit and may incur
transaction costs upon the purchase or sale of underlying securities. If the
Fund is unable to effect a closing purchase transaction for a covered option
that it has written, it is not able to sell the underlying securities until the
option expires or is exercised. A Fund's ability to terminate option positions
established in the over-the-counter market may be more limited than for
exchange-traded options and may also involve the risk that broker-dealers
participating in such transactions might fail to meet their
obligations.
Futures
Contracts and Options on Futures Contracts
Funds
may purchase and sell futures contracts of many types, including for example,
futures contracts covering indexes, financial instruments, and foreign
currencies. Funds may purchase and sell financial futures contracts and options
on those contracts. Financial futures contracts are commodities contracts based
on financial instruments such as U.S. Treasury bonds or bills or on securities
indices such as the S&P 500 Index. The Commodity Futures Trading Commission
regulates futures contracts, options on futures contracts, and the commodity
exchanges on which they are traded. Through the purchase and sale of futures
contracts and related options, a Fund may seek to hedge against a decline in the
value of securities owned by the Fund or an increase in the price of securities
that the Fund plans to purchase. Funds may also purchase and sell futures
contracts and related options to maintain cash reserves while simulating full
investment in securities and to keep substantially all of its assets exposed to
the market. Funds may enter into futures contracts and related options
transactions both for hedging and non-hedging purposes.
Futures
Contracts.
Funds may purchase or sell a futures contract to gain exposure to a particular
market asset without directly purchasing that asset. When a Fund sells a futures
contract based on a financial instrument, the Fund is obligated to deliver that
kind of instrument at a specified future time for a specified price. When a Fund
purchases that kind of contract, it is obligated to take delivery of the
instrument at a specified time and to pay the specified price. In most
instances, these contracts are closed out by entering into an offsetting
transaction before the settlement date. The Fund realizes a gain or loss
depending on whether the price of an offsetting purchase plus transaction costs
are less or more than the price of the initial sale or on whether the price of
an offsetting sale is more or less than the price of the initial purchase plus
transaction costs. Although the Fund usually liquidates futures contracts on
financial instruments, by entering into an offsetting transaction before the
settlement date, they may make or take delivery of the underlying securities
when it appears economically advantageous to do so.
A
futures contract based on a securities index provides for the purchase or sale
of a group of securities at a specified future time for a specified price. These
contracts do not require actual delivery of securities but result in a cash
settlement. The amount of the settlement is based on the difference in value of
the index between the time the contract was entered into and the time it is
liquidated (at its expiration or earlier if it is closed out by entering into an
offsetting transaction).
When
a Fund purchases or sells a futures contract, it pays a commission to the
futures commission merchant through which the Fund executes the transaction.
When entering into a futures transaction, the Fund does not pay the execution
price, as it does when it purchases a security, or a premium, as it does when it
purchases an option. Instead, the Fund deposits an amount of cash or other
liquid assets (generally about 5% of the futures contract amount) with its
futures commission merchant. This amount is known as "initial margin." In
contrast to the use of margin account to purchase securities, the Fund's deposit
of initial margin does not constitute the borrowing of money to finance the
transaction in the futures contract. The initial margin represents a good faith
deposit that helps assure the Fund's performance of the transaction. The futures
commission merchant returns the initial margin to the Fund upon termination of
the futures contract if the Fund has satisfied all its contractual
obligations.
Subsequent
payments to and from the futures commission merchant, known as "variation
margin," are required to be made on a daily basis as the price of the futures
contract fluctuates, a process known as "marking to market." The fluctuations
make the long or short positions in the futures contract more or less valuable.
If the position is closed out by taking an opposite position prior to the
settlement date of the futures contract, a final determination of variation
margin is made. Any additional cash is required to be paid to or released by the
broker and the Fund realizes a loss or gain.
In
using futures contracts, a Fund may seek to establish with more certainty than
would otherwise be possible the effective price of or rate of return on
portfolio securities or securities that the Fund proposes to acquire. A Fund,
for example, sells futures contracts in anticipation of a rise in interest rates
that would cause a decline in the value of its debt investments. When this kind
of hedging is successful, the futures contract increases in value when the
Fund's debt securities decline in value and thereby keeps the Fund's net asset
value from declining as much as it otherwise would. A Fund may also sell futures
contracts on securities indices in anticipation of or during a stock market
decline in an endeavor to offset a decrease in the market value of its equity
investments. When a Fund is not fully invested and anticipates an increase in
the cost of securities it intends to purchase, it may purchase financial futures
contracts.
When
increases in the prices of equities are expected, a Fund may purchase futures
contracts on securities indices in order to gain rapid market exposure that may
partially or entirely offset increases in the cost of the equity securities it
intends to purchase.
Options
on Futures Contracts.
Funds may also purchase and write call and put options on futures contracts. A
call option on a futures contract gives the purchaser the right, in return for
the premium paid, to purchase a futures contract (assume a long position) at a
specified exercise price at any time before the option expires. A put option
gives the purchaser the right, in return for the premium paid, to sell a futures
contract (assume a short position), for a specified exercise price, at any time
before the option expires.
Upon
the exercise of a call, the writer of the option is obligated to sell the
futures contract (to deliver a long position to the option holder) at the option
exercise price, which will presumably be lower than the current market price of
the contract in the futures market. Upon exercise of a put, the writer of the
option is obligated to purchase the futures contract (deliver a short position
to the option holder) at the option exercise price, which will presumably be
higher than the current market price of the contract in the futures market.
However, as with the trading of futures, most options are closed out prior to
their expiration by the purchase or sale of an offsetting option at a market
price that reflects an increase or a decrease from the premium originally paid.
Options on futures can be used to hedge substantially the same risks addressed
by the direct purchase or sale of the underlying futures contracts. For example,
if a Fund anticipates a rise in interest rates and a decline in the market value
of the debt securities in its portfolio, it might purchase put options or write
call options on futures contracts instead of selling futures
contracts.
If
a Fund purchases an option on a futures contract, it may obtain benefits similar
to those that would result if it held the futures position itself. But in
contrast to a futures transaction, the purchase of an option involves the
payment of a premium in addition to transaction costs. In the event of an
adverse market movement, however, the Fund is not subject to a risk of loss on
the option transaction beyond the price of the premium it paid plus its
transaction costs.
When
a Fund writes an option on a futures contract, the premium paid by the purchaser
is deposited with the Fund's custodian. The Fund must maintain with its futures
commission merchant all or a portion of the initial margin requirement on the
underlying futures contract. It assumes a risk of adverse movement in the price
of the underlying futures contract comparable to that involved in holding a
futures position. Subsequent payments to and from the futures commission
merchant, similar to variation margin payments, are made as the premium and the
initial margin requirements are marked to market daily. The premium may
partially offset an unfavorable change in the value of portfolio securities, if
the option is not exercised, or it may reduce the amount of any loss incurred by
the Fund if the option is exercised.
Risks
Associated with Futures Transactions.
There are many risks associated with transactions in futures contracts and
related options. The value of the assets that are the subject of the futures
contract may not move in the anticipated direction. A Fund's successful use of
futures contracts is subject to the ability of those managing the fund's
investments to predict correctly the factors affecting the market values of the
Fund's portfolio securities. For example, if a Fund is hedged against the
possibility of an increase in interest rates which would adversely affect debt
securities held by the Fund and the prices of those debt securities instead
increases, the Fund loses part or all of the benefit of the increased value of
its securities it hedged because it has offsetting losses in its futures
positions. Other risks include imperfect correlation between price movements in
the financial instrument or securities index underlying the futures contract, on
the one hand, and the price movements of either the futures contract itself or
the securities held by the Fund, on the other hand. If the prices do not move in
the same direction or to the same extent, the transaction may result in trading
losses.
Prior
to exercise or expiration, a position in futures may be terminated only by
entering into a closing purchase or sale transaction. This requires a secondary
market on the relevant contract market. The Fund enters into a futures contract
or related option only if there appears to be a liquid secondary market. There
can be no assurance, however, that such a liquid secondary market exists for any
particular futures contract or related option at any specific time. Thus, it may
not be possible to close out a futures position once it has been established.
Under such circumstances, the Fund continues to be required to make daily cash
payments of variation margin in the event of adverse price movements. In such
situations, if the Fund has insufficient cash, it may be required to sell
portfolio securities to meet daily variation margin requirements at a time when
it may be disadvantageous to do so. In addition, the Fund may be required to
perform under the terms of the futures contracts it holds. The inability to
close out futures positions also could have an adverse impact on the Fund's
ability effectively to hedge its portfolio.
Most
United States futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. This daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential losses because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.
Debt-Linked
and Equity-Linked Securities
Each
Fund may invest in debt-linked and equity-linked securities. The investment
results of such instruments are intended to correspond generally to the
performance of one or more specified equity or debt securities, or of a specific
index or analogous “basket” of equity or debt securities. Therefore, investing
in these instruments involves risks similar to the risks of investing in the
underlying stocks or bonds directly. In addition, a Fund bears the risk that the
issuer of an equity- or debt-linked security may default on its obligations
under the instrument. Equity- and debt-linked securities are often used for many
of the same purposes as, and share many of the same risks with, other derivative
instruments as well as structured notes. Like many derivatives and structured
notes, equity- and debt-linked securities may be considered illiquid,
potentially limiting a Fund’s ability to dispose of them.
Hybrid
Instruments
A
hybrid instrument is a type of derivative that combines a traditional stock or
bond with an option or forward contract. Generally, the principal amount, amount
payable upon maturity or redemption, or interest rate of a hybrid is tied
(positively or negatively) to the price of some currency or securities index or
another interest rate or some other economic factor (each a “benchmark”). The
interest rate or (unlike most fixed income securities) the principal amount
payable at maturity of a hybrid security may be increased or decreased,
depending on changes in the value of the benchmark. An example of a hybrid could
be a bond issued by an oil company that pays a small base level of interest with
additional interest that accrues in correlation to the extent to which oil
prices exceed a certain predetermined level. Such a hybrid instrument would be
economically similar to a combination of a bond and a call option on
oil.
Hybrids
can be used as an efficient means of pursuing a variety of investment goals,
including currency hedging, duration management and increased total return.
Hybrids may not bear interest or pay dividends. The value of a hybrid or its
interest rate may be a multiple of a benchmark and, as a result, may be
leveraged and move (up or down) more steeply and rapidly than the benchmark.
These benchmarks may be sensitive to economic and political events, such as
currency devaluations, which cannot be readily foreseen by the purchaser of a
hybrid. Under certain conditions, the redemption value of a hybrid could be
zero. Thus, an investment in a hybrid may entail significant market risks that
are not associated with a similar investment in a traditional, U.S.
dollar-denominated bond that has a fixed principal amount and pays a fixed rate
or floating rate of interest. The purchase of hybrids also exposes the Fund to
the credit risk of the issuer of the hybrids. These risks may cause significant
fluctuations in the NAV of a Fund.
Certain
hybrid instruments may provide exposure to the commodities markets. These are
derivative securities with one or more commodity-linked components that have
payment features similar to commodity futures contracts, commodity options or
similar instruments. Commodity-linked hybrid instruments may be either equity or
debt securities, leveraged or unleveraged, and are considered hybrid instruments
because they have both security and commodity-like characteristics. A portion of
the value of these instruments may be derived from the value of a commodity,
futures contract, index or other economic variable and therefore are subject to
many of the same risks as investments in those underlying securities,
instruments or commodities.
Certain
issuers of structured products such as hybrid instruments may be deemed to be
investment companies as defined in the 1940 Act. As a result, a Fund’s
investments in these products may be subject to limits applicable to investments
in investment companies and may be subject to restrictions contained in the 1940
Act.
Spread
Transactions
Funds
may engage in spread trades, which typically represent a simultaneous purchase
and sale of two different contracts designed to capture the change in the
relationship in price between the two contracts. Spread transactions are
typically accompanied by lower margin requirements and lower volatility than an
outright purchase. Funds may purchase spread options. The purchase of a covered
spread option gives the Fund the right to put, or sell, a security that it owns
at a fixed dollar spread or fixed yield spread in relationship to another
security that the Fund does not own, but which is used as a benchmark. The risk
to the Fund in purchasing covered spread options is the cost of the premium paid
for the spread option and any transaction costs. In addition, there is no
assurance that closing transactions will be available. The security covering the
spread option is maintained in segregated accounts either with the Fund's
custodian or on the Fund's records. The Funds do not consider a security covered
by a spread option to be "pledged" as that term is used in the Fund's policy
limiting the pledging or mortgaging of assets. The purchase of spread options
can be used to protect Funds against adverse changes in prevailing credit
quality spreads, i.e., the yield spread between high quality and lower quality
securities.
Swap
Agreements and Options on Swap Agreements
Funds
may engage in swap transactions, including, but not limited to, swap agreements
on interest rates, security or commodity indexes, specific securities and
commodities, and credit and event-linked swaps, to the extent permitted by its
investment restrictions. To the extent a Fund may invest in foreign
currency-denominated securities, it may also invest in currency swap agreements
and currency exchange rate swap agreements. Funds may also enter into options on
swap agreements (“swap options”).
Funds
may enter into swap transactions for any legal purpose consistent with its
investment objectives and policies, such as for the purpose of attempting to
obtain or preserve a particular return or spread at a lower cost than obtaining
a return or spread through purchases and/or sales of instruments in other
markets; to protect against currency fluctuations; as a duration management
technique; to protect against any increase in the price of securities a Fund
anticipates purchasing at a later date; to gain exposure to one or more
securities, currencies, or interest rates; to take advantage of perceived
mispricing in the securities markets; or to gain exposure to certain markets in
the most economical way possible.
Swap
agreements are two party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a
standard "swap" transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest factor. The
gross returns to be exchanged or "swapped" between the parties are generally
calculated with respect to a "notional amount," i.e., the return on or increase
in value of a particular dollar amount invested at a particular interest rate,
in a particular foreign currency, or in a "basket" of securities or commodities
representing a particular index.
•Interest
rate swaps. Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest (for example,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal).
Forms
of swap agreements also include interest rate caps, under which, in return for a
premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate, or "cap"; interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified rate, or "floor"; and
interest rate collars, under which a party sells a cap and purchases a floor or
vice versa in an attempt to protect itself against interest rate movements
exceeding given minimum or maximum levels.
•Currency
swaps. A currency swap is an agreement to exchange cash flows on a notional
amount based on changes in the relative values of the specified
currencies.
•Index
swaps. An index swap is an agreement to make or receive payments based on the
different returns that would be achieved if a notional amount were invested in a
specified basket of securities (such as the S&P 500 Index) or in some other
investment (such as U.S. Treasury Securities).
•Total
return swaps. A total return swap is an agreement to make payments of the total
return from a specified asset or instrument (or a basket of such instruments)
during the specified period, in return for payments equal to a fixed or floating
rate of interest or the total return from another specified asset or instrument.
Alternatively, a total return swap can be structured so that one party will make
payments to the other party if the value of the relevant asset or instrument
increases, but receive payments from the other party if the value of that asset
or instrument decreases.
•Commodity
swap agreements. Consistent with a Fund's investment objectives and general
investment policies, certain of the Funds may invest in commodity swap
agreements. For example, an investment in a commodity
swap
agreement may involve the exchange of floating-rate interest payments for the
total return on a commodity index. In a total return commodity swap, a Fund will
receive the price appreciation of a commodity index, a portion of the index, or
a single commodity in exchange for paying an agreed-upon fee. If the commodity
swap is for one period, a Fund may pay a fixed fee, established at the outset of
the swap. However, if the term of the commodity swap is for more than one
period, with interim swap payments, a Fund may pay an adjustable or floating
fee. With a "floating" rate, the fee may be pegged to a base rate, such as the
London Interbank Offered Rate, and is adjusted each period. Therefore, if
interest rates increase over the term of the swap contract, a Fund may be
required to pay a higher fee at each swap reset date.
•Credit
default swap agreements. The "buyer" in a credit default contract is obligated
to pay the "seller" a periodic stream of payments over the term of the contract
provided that no event of default on an underlying reference obligation has
occurred. If an event of default occurs, the seller must pay the buyer the full
notional value, or "par value," of the reference obligation in exchange for the
reference obligation. A Fund may be either the buyer or seller in a credit
default swap transaction. If a Fund is a buyer and no event of default occurs,
the Fund will lose its investment and recover nothing. However, if an event of
default occurs, the Fund (if the buyer) will receive the full notional value of
the reference obligation that may have little or no value. As a seller, a Fund
receives a fixed rate of income throughout the term of the contract, which
typically is between six months and five years, provided that there is no
default event. If an event of default occurs, the seller must pay the buyer the
full notional value of the reference obligation. In addition, collateral posting
requirements are individually negotiated and there is no regulatory requirement
that a counterparty post collateral to secure its obligations or a specified
amount of cash, depending upon the terms of the swap, under a credit default
swap. Furthermore, there is no requirement that a party be informed in advance
when a credit default swap agreement is sold. Accordingly, a Fund may have
difficulty identifying the party responsible for payment of its claims. The
notional value of credit default swaps with respect to a particular investment
is often larger than the total par value of such investment outstanding and, in
event of a default, there may be difficulties in making the required deliveries
of the reference investments, possibly delaying payments.
The
Funds may invest in derivative instruments that provide exposure to one or more
credit default swaps. For example, a Fund may invest in a derivative instrument
known as the Loan-Only Credit Default Swap Index (“LCDX”), a tradable index with
100 equally-weighted underlying single-name loan-only credit default swaps
(“LCDS”). Each underlying LCDS references an issuer whose loans trade in the
secondary leveraged loan market. A Fund can either buy the index (take on credit
exposure) or sell the index (pass credit exposure to a counterparty). While
investing in these types of derivatives will increase the universe of debt
securities to which a Fund is exposed, such investments entail additional risks
that are not typically associated with investments in other debt securities.
Credit default swaps and other derivative instruments related to loans are
subject to the risks associated with loans generally, as well as the risks of
derivative transactions.
•Investment
Pools. Funds may invest in publicly or privately issued interests in investment
pools whose underlying assets are credit default, credit-linked, interest rate,
currency exchange, equity-linked or other types of swap contracts and related
underlying securities or securities loan agreements. The pools’ investment
results may be designed to correspond generally to the performance of a
specified securities index or “basket” of securities, or sometimes a single
security. These types of pools are often used to gain exposure to multiple
securities with a smaller investment than would be required to invest directly
in the individual securities. They also may be used to gain exposure to foreign
securities markets without investing in the foreign securities themselves and/or
the relevant foreign market. To the extent that a Fund invests in pools of swaps
and related underlying securities or securities loan agreements whose return
corresponds to the performance of a foreign securities index or one or more
foreign securities, investing in such pools will involve risks similar to the
risks of investing in foreign securities. In addition to the risks associated
with investing in swaps generally, a Fund bears the risks and costs generally
associated with investing in pooled investment vehicles, such as paying the fees
and expenses of the pool and the risk that the pool or the operator of the pool
may default on its obligations to the holder of interests in the pool, such as a
Fund. Interests in privately offered investment pools of swaps may be considered
illiquid.
•Contracts
for differences. “Contracts for differences” are swap arrangements in which a
Fund may agree with a counterparty that its return (or loss) will be based on
the relative performance of two different groups or “baskets” of securities. For
example, as to one of the baskets, a Fund’s return is based on theoretical long
futures positions in the securities comprising that basket, and as to the other
basket, a Fund’s return is based on theoretical short futures positions in the
securities comprising that other basket. The notional sizes of the baskets will
not necessarily be the same, which can give rise to investment leverage. Funds
may also use actual long and short futures positions to achieve the market
exposure(s) as contracts for differences. A Fund may enter into swaps and
contracts for differences for investment return, hedging, risk management and
for investment leverage.
•Swaptions.
A swap option (also known as “swaptions”) 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. The buyer and seller of the swap option agree on the strike
price, length of the option period, the term of the swap, notional amount,
amortization and frequency of settlement. Funds may engage in swap options for
hedging purposes or in an attempt to manage and mitigate credit and interest
rate risk. Funds may write (sell) and purchase put and call swap options. The
use of swap options involves risks, including, among others, imperfect
correlation between movements of the price of the swap options and the price of
the securities, indices or other assets serving as reference instruments for the
swap option, reducing the effectiveness of the instrument for hedging or
investment purposes.
Obligations
under Swap Agreements. The
swap agreements a Fund enters into settle in cash and, therefore, provide for
calculation of the obligations of the parties to the agreement on a “net basis.”
Consequently, a Fund's current obligations (or rights) under such a swap
agreement will generally be equal only to the net amount to be paid or received
under the agreement based on the relative values of the positions held by each
party to the agreement (the “net amount”). A Fund's current obligations under
such a swap agreement will be accrued daily (offset against any amounts owed to
the Fund).
Risks
Associated with Swap Agreements. Swaps
can be highly volatile and may have a considerable impact on a Fund’s
performance, as the potential gain or loss on any swap transaction is not
subject to any fixed limit.
Whether
a Fund's use of swap agreements or swap options will be successful in furthering
its investment objective of total return will depend on the ability of those
managing the fund's investments to predict correctly whether certain types of
investments are likely to produce greater returns than other investments.
Because they are two party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid. Moreover, a
Fund bears the risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of a swap agreement
counterparty. The Funds will enter into swap agreements only with counterparties
that present minimal credit risks, as determined by those managing the fund's
investments. Certain restrictions imposed on each Fund by the Internal Revenue
Code may limit a Fund's ability to use swap agreements.
Depending
on the terms of the particular option agreement, a Fund will generally incur a
greater degree of risk when it writes a swap option than it will incur when it
purchases a swap option. When a Fund purchases a swap option, it risks losing
only the amount of the premium it has paid should it decide to let the 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.
Liquidity
of Swap Agreements.
Some swap markets have grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, these swap markets have
become relatively liquid. The liquidity of swap agreements will be determined by
those managing the fund's investments based on various factors,
including:
• the
frequency of trades and quotations,
• the
number of dealers and prospective purchasers in the marketplace,
• dealer
undertakings to make a market,
• the
nature of the security (including any demand or tender features),
and
• the
nature of the marketplace for trades (including the ability to assign or offset
a portfolio's rights and obligations relating to the investment).
Such
determination will govern whether a swap will be deemed to be within each Fund's
restriction on investments in illiquid securities.
Valuing
Swap Agreements. For
purposes of applying a fund's investment policies and restrictions (as stated in
the Prospectuses and this Statement of Additional Information) swap agreements
are generally valued by the funds at market value. In the case of a credit
default swap, however, in applying certain of the funds’ investment policies and
restrictions the fund will value the credit default swap at its notional value
or its full exposure value (i.e., the sum of the notional amount for the
contract plus the market value), but may value the credit default swap at market
value for purposes of applying certain of the funds’ other investment policies
and restrictions. For example, a fund may value credit default swaps at full
exposure value for purposes of the fund’s credit quality guidelines because such
value reflects the fund’s actual economic exposure during the term of the credit
default swap agreement. In this context, both the notional amount and the market
value may be positive or negative depending on whether the fund is selling or
buying protection through the credit default swap. The manner in which certain
securities or other instruments are valued by a fund for purposes of applying
investment policies and restrictions may differ from the manner in which those
investments are valued by other types of investors.
Permissible
Uses of Futures and Options on Futures Contracts
Each
Fund may enter into futures contracts and related options transactions, for
hedging purposes and for other appropriate risk management purposes, and to
modify the Fund's exposure to various currency, commodity, equity, or
fixed-income markets. Each Fund may engage in futures trading in an effort to
generate returns. When using futures contracts and options on futures contracts
for hedging or risk management purposes, each Fund determines that the price
fluctuations in the contracts and options are substantially related to price
fluctuations in securities held by the Fund or which it expects to purchase. In
pursuing traditional hedging activities, each Fund may sell futures contracts or
acquire puts to protect against a decline in the price of securities that the
Fund owns. Each Fund may purchase futures contracts or calls on futures
contracts to protect the Fund against an increase in the price of securities the
Fund intends to purchase before it is in a position to do so.
Limitations
on the Use of Futures, Options on Futures Contracts, and Swaps
All
Funds except the Finisterre Emerging Markets Total Return Bond Fund.
Pursuant
to a claim for exclusion filed with the CFTC on behalf of each of the Funds
under Rule 4.5, the Funds are not deemed to be “commodity pools” or “commodity
pool operators” under the CEA. The Funds are therefore not subject to
registration under the CEA. Rule 4.5 provides that an investment company does
not meet the definition of “commodity pool” or “commodity pool operator” if its
use of futures contracts, options on futures contracts and swaps is sufficiently
limited that the fund can fall within one of two exclusions set out in Rule 4.5.
The Funds intend to limit their use of futures contracts, options on futures
contracts and swaps to the degree necessary to fall within one of the two
exclusions.
Finisterre
Emerging Markets Total Return Bond Fund. The
Finisterre Emerging Markets Total Return Bond Fund is deemed to be a regulated
"commodity pool" under the CEA and as a result may invest in futures contracts,
options on futures contracts and swaps in excess of the limitations imposed by
the CFTC under Rule 4.5.
Risk
of Potential Government Regulation of Derivatives
It
is possible that additional government regulation of various types of derivative
instruments, including futures, options and swap agreements, may limit or
prevent a fund from using such instruments as a part of its investment strategy,
and could ultimately prevent a fund from being able to achieve its investment
objective. It is difficult to predict the effects future legislation and
regulation in this area, but the effects could be substantial and adverse. It is
possible that legislative and regulatory activity could limit or restrict the
ability of a fund to use certain instruments as a part of its investment
strategy.
Limits
or restrictions applicable to the counterparties with which the funds engage in
derivative transactions could also prevent the funds from using certain
instruments.
Fixed-Income
Securities
ETNs
Certain
funds may invest in, or sell short, exchange-traded notes (“ETNs”). ETNs are
typically senior, unsecured, unsubordinated debt securities whose returns are
linked to the performance of a particular market index less applicable fees and
expenses. ETNs are listed on an exchange and traded in the secondary market. The
fund may hold the ETN until maturity, at which time the issuer is obligated to
pay a return linked to the performance of the relevant market index. ETNs do not
make periodic interest payments and principal is not protected.
ETNs
are subject to credit risk and the value of the ETN may drop due to a downgrade
in the issuer’s credit rating, despite the underlying market benchmark or
strategy remaining unchanged. The value of an ETN may also be influenced by time
to maturity, level of supply and demand for the ETN, volatility and lack of
liquidity in underlying assets, changes in the applicable interest rates,
changes in the issuer’s credit rating, and economic, legal, political, or
geographic events that affect the referenced underlying asset. When a Fund
invests in ETNs, it will bear their proportionate share of any fees and expenses
borne by the ETN. The Fund’s decision to sell its ETN holdings may be limited by
the availability of a secondary market. ETNs are also subject to tax risk. The
Internal Revenue Service ("IRS") and Congress are considering proposals that
would change the timing and character of income and gains from ETNs. There may
also be times when an ETN share trades at a premium or discount to its market
benchmark or strategy.
Funding
Agreements
Some
Funds may invest in Guaranteed Investment Contracts (“GICs”) and similar funding
agreements. In connection with these investments, a Fund makes cash
contributions to a deposit fund of an insurance company’s general account. The
insurance company then credits to a Fund on a monthly basis guaranteed interest,
which is based on an index (such as LIBOR, SOFR, or a similar reference rate).
The funding agreements provide that this guaranteed interest will not be less
than a certain minimum rate. The purchase price paid for a funding agreement
becomes part of the general assets of the insurance company. GICs are considered
illiquid securities and will be subject to any limitations on such investments,
unless there is an active and substantial secondary market for the particular
instrument
and market quotations are readily available. Generally, funding agreements are
not assignable or transferable without the permission of the issuing company,
and an active secondary market in some funding agreements does not currently
exist. Investments in GICs are subject to the risks associated with fixed-income
instruments generally, and are specifically subject to the credit risk
associated with an investment in the issuing insurance company.
Inflation-Indexed
Bonds
Some
Funds may invest in inflation-indexed bonds or inflation protected debt
securities, which are fixed income securities whose value is periodically
adjusted according to the rate of inflation. Two structures are common. The U.S.
Treasury and some other issuers utilize a structure that accrues inflation into
the principal value of the bond. Most other issuers pay out the Consumer Price
Index accruals as part of a semi-annual coupon. Inflation-indexed securities
issued by the U.S. Treasury (Treasury Inflation Protected Securities or TIPS)
have maturities of approximately five, ten or thirty years, although it is
possible that securities with other maturities will be issued in the future. The
U.S. Treasury securities pay interest on a semi-annual basis equal to a fixed
percentage of the inflation-adjusted principal amount. If the periodic
adjustment rate measuring inflation falls, the principal value of
inflation-indexed bonds will be adjusted downward, and consequently the interest
payable on these securities (calculated with respect to a smaller principal
amount) will be reduced. The value of inflation-indexed bonds 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
nominal interest rates, real interest rates might decline, leading to an
increase in value of inflation-indexed bonds. In contrast, if nominal interest
rates increase at a faster rate than inflation, real interest rates might rise,
leading to a decrease in value of inflation-indexed bonds. While these
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 (for example, due to changes in
currency exchange rates), investors in these securities may not be protected to
the extent that the increase is not reflected in the bond's inflation
measure.
The
periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer
Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S.
Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of
living, made up of components such as housing, food, transportation and energy.
Inflation-indexed bonds issued by a foreign government are generally adjusted to
reflect a comparable inflation index calculated by that government. 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.
Step-Coupon
Securities
Each
Fund may invest in step-coupon securities. Step-coupon securities trade at a
discount from their face value and pay coupon interest. The coupon rate is low
for an initial period and then increases to a higher coupon rate thereafter.
Market values of these types of securities generally fluctuate in response to
changes in interest rates to a greater degree than conventional interest-paying
securities of comparable term and quality. Under many market conditions,
investments in such securities may be illiquid, making it difficult for a Fund
to dispose of them or determine their current value.
"Stripped"
Securities
Each
Fund may invest in stripped securities, which are usually structured with two or
more classes that receive different proportions of the interest and principal
distribution on a pool of U.S. government or foreign government securities or
mortgage assets. In some cases, one class will receive all of the interest (the
interest-only or “IO” class), while the other class will receive all of the
principal (the principal-only or “PO” class). Stripped securities commonly have
greater market volatility than other types of fixed-income securities. In the
case of stripped mortgage securities, if the underlying mortgage assets
experience greater than anticipated payments of principal, a Fund may fail to
recoup fully its investments in IOs. Stripped securities may be illiquid.
Stripped securities may be considered derivative securities.
Structured
Notes
Some
Funds may invest in a broad category of instruments known as “structured notes.”
These instruments are debt obligations issued by industrial corporations,
financial institutions or governmental or international agencies. Traditional
debt obligations typically obligate the issuer to repay the principal plus a
specified rate of interest. Structured notes, by contrast, obligate the issuer
to pay amounts of principal or interest that are determined by reference to
changes in some external factor or factors, or the principal and interest rate
may vary from the stated rate because of changes in these factors. For example,
the issuer’s obligations could be determined by reference to changes in the
value of a foreign currency, an index of securities (such as the S&P 500
Index) or an interest rate (such as the U.S. Treasury bill rate). In some cases,
the issuer’s obligations are determined by reference to changes over time in the
difference (or “spread”) between two or more external factors (such as the U.S.
prime lending rate and
the
total return of the stock market in a particular country, as measured by a stock
index). In some cases, the issuer’s obligations may fluctuate inversely with
changes in an external factor or factors (for example, if the U.S. prime lending
rate goes up, the issuer’s interest payment obligations are reduced). In some
cases, the issuer’s obligations may be determined by some multiple of the change
in an external factor or factors (for example, three times the change in the
U.S. Treasury bill rate). In some cases, the issuer’s obligations remain fixed
(as with a traditional debt instrument) so long as an external factor or factors
do not change by more than the specified amount (for example, if the value of a
stock index does not exceed some specified maximum), but if the external factor
or factors change by more than the specified amount, the issuer’s obligations
may be sharply reduced.
Structured
notes can serve many different purposes in the management of a fund. For
example, they can be used to increase a fund’s exposure to changes in the value
of assets that a fund would not ordinarily purchase directly (such as stocks
traded in a market that is not open to U.S. investors). They also can be used to
hedge the risks associated with other investments a fund holds. For example, if
a structured note has an interest rate that fluctuates inversely with general
changes in a country’s stock market index, the value of the structured note
would generally move in the opposite direction to the value of holdings of
stocks in that market, thus moderating the effect of stock market movements on
the value of a fund’s portfolio as a whole. The cash flow on the underlying
instruments may be apportioned among the newly issued structured notes to create
securities with different investment characteristics such as varying maturities,
payment priorities or interest rate provisions; the extent of the payments made
with respect to structured notes is dependent on the extent of the cash flow on
the underlying instruments.
Structured
notes involve special risks. As with any debt obligation, structured notes
involve the risk that the issuer will become insolvent or otherwise default on
its payment obligations. This risk is in addition to the risk that the issuer’s
obligations (and thus the value of a fund’s investment) will be reduced because
of adverse changes in the external factor or factors to which the obligations
are linked. The value of structured notes will in many cases be more volatile
(that is, will change more rapidly or severely) than the value of traditional
debt instruments. Volatility will be especially high if the issuer’s obligations
are determined by reference to some multiple of the change in the external
factor or factors. Structured notes also may be more difficult to accurately
price than less complex securities and instruments or more traditional debt
securities. Many structured notes have limited or no liquidity, so that a fund
would be unable to dispose of the investment prior to maturity. As with all
investments, successful use of structured notes depends in significant part on
the accuracy of the analysis of those managing the fund's investments of the
issuer’s creditworthiness and financial prospects, and of their forecast as to
changes in relevant economic and financial market conditions and factors. In
instances where the issuer of a structured note is a foreign entity, the usual
risks associated with investments in foreign securities apply. Structured notes
may be considered derivative securities.
Zero-Coupon
Securities
Each
Fund may invest in zero-coupon securities. Zero-coupon securities have no stated
interest rate and pay only the principal portion at a stated date in the future.
They usually trade at a substantial discount from their face (par) value.
Zero-coupon securities are subject to greater market value fluctuations in
response to changing interest rates than debt obligations of comparable
maturities that make distributions of interest in cash.
Foreign
Currency Transactions
Options
on Foreign Currencies
A
Fund may buy and write options on foreign currencies in a manner similar to that
in which futures or forward contracts on foreign currencies will be utilized.
Each Fund may use options on foreign currencies to hedge against adverse changes
in foreign currency conversion rates. 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 the portfolio securities, a Fund may buy put options on the
foreign currency. If the value of the currency declines, a Fund will have the
right to sell such currency for a fixed amount in U.S. dollars, thereby
offsetting, in whole or in part, the adverse effect on its portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Fund may buy call options on the foreign currency.
The purchase of such options could offset, at least partially, the effects of
the adverse movements in exchange rates. As in the case of other types of
options, however, the benefit to a Fund from purchases of foreign currency
options will be reduced by the amount of the premium and related transaction
costs. In addition, if currency exchange rates do not move in the direction or
to the extent desired, a Fund could sustain losses or lesser gains on
transactions in foreign currency options that would require a Fund to forgo a
portion or all of the benefits of advantageous changes in those
rates.
Each
Fund also may write options on foreign currencies. For example, to hedge against
a potential decline in the U.S. dollar due to adverse fluctuations in exchange
rates, a Fund could, instead of purchasing a put option, write a call option on
the relevant currency. If the decline expected by a Fund occurs, the option will
most likely not be exercised
and
the diminution in value of portfolio securities will be offset at least in part
by the amount of the premium received. Similarly, instead of purchasing a call
option to hedge against a potential 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 by a Fund, will expire
unexercised and allow a Fund to hedge the increased cost up to the amount of the
premium. If exchange rates do not move in the expected direction, the option may
be exercised and a Fund would be required to buy or sell the underlying currency
at a loss, which may not be fully offset by the amount of the premium. Through
the writing of options on foreign currencies, a Fund also may lose all or a
portion of the benefits that might otherwise have been obtained from favorable
movements in exchange rates.
Futures
on Currency
A
foreign currency future provides for the future sale by one party and purchase
by another party of a specified quantity of foreign currency at a specified
price and time. A public market exists in futures contracts covering a number of
foreign currencies. Currency futures contracts are exchange-traded and change in
value to reflect movements of a currency or a basket of currencies. Settlement
must be made in a designated currency.
Forward
Foreign Currency Exchange Contracts
Each
Fund may, but is not obligated to, enter into forward foreign currency exchange
contracts. Currency transactions include forward currency contracts and exchange
listed or over-the-counter options on currencies. A forward currency contract
involves a privately negotiated obligation to purchase or sell a specific
currency at a specified future date at a price set at the time of the
contract.
The
typical use of a forward contract is to "lock in" the price of a security in
U.S. dollars or some other foreign currency which a Fund is holding in its
portfolio. By entering into a forward contract for the purchase or sale, for a
fixed amount of dollars or other currency, of the amount of foreign currency
involved in the underlying security transactions, a Fund may be able to protect
itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar or other currency which is being used for
the security purchase and the foreign currency in which the security is
denominated in or exposed to during the period between the date on which the
security is purchased or sold and the date on which payment is made or
received.
Those
managing the fund's investments also may from time to time utilize forward
contracts for other purposes. For example, they may be used to hedge a foreign
security held in the portfolio or a security which pays out principal tied to an
exchange rate between the U.S. dollar and a foreign currency, against a decline
in value of the applicable foreign currency. They also may be used to lock in
the current exchange rate of the currency in which those securities anticipated
to be purchased are denominated in or exposed to. At times, each Fund may enter
into "cross-currency" hedging transactions involving currencies other than those
in which securities are held or proposed to be purchased are
denominated.
It
should be noted that the use of forward foreign currency exchange contracts does
not eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange between the currencies that can be achieved at
some future point in time. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
they also tend to limit any potential gain that might result if the value of the
currency increases.
Foreign
Securities
Investing
in foreign securities carries political and economic risks distinct from those
associated with investing in the United States. Investments in foreign
securities also involve the risk of possible adverse changes in investment or
exchange control regulations, expropriation or confiscatory taxation, limitation
on or delays in the removal of funds or other assets of a fund, political or
financial instability or diplomatic and other developments that could affect
such investments. Foreign investments may be affected by actions of foreign
governments adverse to the interests of U.S. investors, including the
possibility of expropriation or nationalization of assets, confiscatory
taxation, restrictions on U.S. investment or on the ability to repatriate assets
or to convert currency into U.S. Dollars. There may be a greater possibility of
default by foreign governments or foreign-government sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic or social instability, military action or unrest or adverse diplomatic
developments.
Asia-Pacific
Countries
In
addition to the risks of foreign investing and the risks of investing in
emerging markets, the developing market Asia-Pacific countries in which a Fund
may invest are subject to certain additional or specific risks. In the
Asia-Pacific markets, there is a high concentration of market capitalization and
trading volume in a small number of issuers representing a limited number of
industries, as well as a high concentration of investors and financial
intermediaries. Many of these markets also may be affected by developments with
respect to more established markets in the region, such as Japan and Hong Kong.
Brokers in developing market Asia-Pacific countries typically are fewer in
number and less well capitalized than brokers in the United States.
Many
of the developing market Asia-Pacific countries may be subject to a greater
degree of economic, political and social instability than is the case in the
United States and Western European countries. Such instability may result from,
among other things: (i) authoritarian governments or military involvement in
political and economic decision- making, including changes in government through
extra-constitutional means; (ii) popular unrest associated with demands for
improved political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and/or (v) ethnic, religious
and racial disaffection. In addition, the governments of many of such countries,
such as Indonesia, have a heavy role in regulating and supervising the
economy.
An
additional risk common to most such countries is that the economy is heavily
export-oriented and, accordingly, is dependent upon international trade. The
existence of overburdened infrastructure and obsolete financial systems also
present risks in certain countries, as do environmental problems. Certain
economies also depend to a significant degree upon exports of primary
commodities and, therefore, are vulnerable to changes in commodity prices that,
in turn, may be affected by a variety of factors. The legal systems in certain
developing market Asia-Pacific countries also may have an adverse impact on a
Fund. The rights of investors in developing market Asia-Pacific companies may be
more limited than those of shareholders of U.S. corporations. It may be
difficult or impossible to obtain and/or enforce a judgment in a developing
market Asia-Pacific country.
China
Investing
in China involves special considerations, including: the risk of nationalization
or expropriation of assets or confiscatory taxation; greater governmental
involvement in and control over the economy, interest rates and currency
exchange rates; controls on foreign investment and limitations on repatriation
of invested capital; greater social, economic and political uncertainty;
dependency on exports and the corresponding importance of international trade;
and currency exchange rate fluctuations. The government of China maintains
strict currency controls in support of economic, trade and political objectives
and regularly intervenes in the currency market. The government's actions in
this respect may not be transparent or predictable. Furthermore, it is difficult
for foreign investors to directly access money market securities in China
because of investment and trading restrictions. These and other factors may
decrease the value and liquidity of a fund's investments.
A
fund may obtain exposure to companies based or operated in China by investing
through legal structures known as variable interest entities (“VIEs”). VIEs are
not formally recognized under Chinese law and are subject to risks, such as the
risk that China could cease to allow VIEs, could impose new restrictions on
VIEs, or could deem the contractual arrangements of VIEs unenforceable. These
risks could limit or eliminate the remedies and rights available to VIEs and
their investors, such as a fund. If these risks materialize, the value of a
fund’s investments in VIEs could be adversely affected, and a fund could incur
significant losses with no available recourse.
Investments
in Stock Connect and Bond Connect
Funds
may invest in China A shares, which are shares of
certain Chinese companies listed and traded through the Shanghai-Hong
Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs (“Stock
Connect”). Stock Connect is a securities trading and clearing program
established by Hong Kong Exchanges and Clearing Limited, the Shanghai Stock
Exchange ("SSE"), the Shenzhen Stock Exchange ("SZSE") and China Securities
Depository and Clearing Corporation Limited, which seeks to provide mutual stock
market access between Mainland China and Hong Kong. Trading through Stock
Connect is subject to numerous restrictions and risks that could impair the
Fund’s ability to invest in or sell China A shares and adversely
affect the Fund’s performance, such as the following:
•China
A shares generally may not be sold, purchased or otherwise transferred other
than through Stock Connect in accordance with applicable rules, regulations, and
restrictions. Such securities may lose their eligibility, in which case they
presumably could be sold but could no longer be purchased through Stock Connect.
Market volatility and settlement difficulties in the China A
share markets may result in significant fluctuations in the prices and
liquidity of the securities traded on such markets. Further regulations or
restrictions, such as limitations on redemptions or suspension of trading, may
adversely impact the Fund.
•Stock
Connect is generally only available on business days when both the
China and Hong Kong markets are open and when banking services are
available in both markets on the corresponding settlement days. As a result, a
Fund may not be able trade when it would be otherwise attractive to do so, and
the Fund may not be able to dispose of its China A shares in a timely
manner.
•Investing
in China A shares is subject to Stock Connect’s clearance and
settlement procedures, which could pose risks to the Fund. Certain requirements
must be completed before the market opening, or a Fund cannot sell the shares on
that trading day. Stock Connect also imposes quotas that limit aggregate
net purchases on an exchange on a particular day, and an investor cannot
purchase and sell the same security through Stock Connect on the same trading
day. Once the daily quota is reached, orders to purchase
additional China A shares through Stock Connect will be
rejected. Such restrictions could limit a Fund’s ability to sell
its China A shares in a timely manner, or to sell them at
all.
•If
a Fund holds 5% or more of a China A share issuer’s total shares through Stock
Connect investments, the Fund must return any profits obtained from the purchase
and sale of those shares if both transactions occur within
a six-month period. All accounts managed by the Funds’ Advisor and/or
its affiliates will be aggregated for purposes of this 5% limitation, which
makes it more likely that a Fund’s profits may be subject to these
limitations.
•Stock
Connect uses an omnibus clearing structure, and the Fund’s shares will be
registered in its custodian’s name on the Central Clearing and Settlement
System. This may limit the ability of the Fund’s advisor to effectively manage a
Fund, and may expose the Fund to the credit risk of its custodian or to greater
risk of expropriation. Investment in China A shares through Stock
Connect may be available only through a single broker that is an affiliate
of the Fund’s custodian, which may affect the quality of execution provided by
such broker.
•China
A shares purchased through Stock Connect will be held via a book entry omnibus
account in the name of Hong Kong Securities Clearing Company Limited (“HKSCC”),
Hong Kong’s clearing entity, and not the Fund’s name as the beneficial
owner. Therefore, a Fund’s ability to exercise its rights as a shareholder
and to pursue claims against the issuer of China A shares may be
limited. While Chinese regulations and the Hong Kong Stock Exchange
have issued clarifications and guidance supporting the concept of beneficial
ownership through Stock Connect, the interpretation of beneficial ownership
in China by regulators and courts may continue to evolve.
•The
Fund’s investments in China A shares through Stock Connect are generally
subject to Chinese securities regulations and listing rules, among
other restrictions. The Fund will not benefit from access to Hong Kong investor
compensation funds, which are set up to protect against defaults of trades, when
investing through Stock Connect. Investments in China A shares may not
be covered by the securities investor protection programs of the exchanges and,
without the protection of such programs, will be subject to the risk of default
by the broker. If the depository of the SSE and the SZSE defaulted, a Fund may
not be able to recover fully its losses from the depository or may be delayed in
receiving proceeds as part of any recovery process.
•Fees,
costs and taxes imposed on foreign investors (such as the Fund) may be higher
than comparable fees, costs and taxes imposed on owners of other securities that
provide similar investment exposure. Trades using Stock Connect may
also be subject to various fees, taxes and market charges imposed by Chinese
market participants and regulatory authorities. Uncertainties in China’s tax
rules related to the taxation of income and gains from investments in China A
shares could result in unexpected tax liabilities for the Fund, and the
withholding tax treatment of dividends and capital gains payable to overseas
investors currently is unsettled.
•Because
trades of eligible China A shares on Stock Connect must be settled in
Renminbi (RMB), the Chinese currency, Funds investing through Stock
Connect will be exposed to RMB currency risks. The ability to hedge RMB currency
risks may be limited. The RMB is subject to exchange control restrictions, and
the Fund could be adversely affected by delays in converting currencies into RMB
and vice versa.
•Because
Stock Connect is in its early stages, the effect on the market for trading
China A shares with the introduction of numerous foreign investors is
currently unknown. Stock Connect is relatively new and may be subject to further
interpretation and guidance. There can be no assurance as to Stock Connect’s
continued existence or whether future developments regarding the program may
restrict or adversely affect the Fund’s investments or returns.
Funds
may also invest in China Interbank bonds traded on the China Interbank Bond
Market (“CIBM”) through the China - Hong Kong Bond Connect program (“Bond
Connect”). In China, the Hong Kong Monetary Authority Central Money Markets Unit
holds Bond Connect securities on behalf of investors (such as the Fund) in
accounts maintained with maintained with a China-based custodian (either the
China Central Depository & Clearing Co. or the Shanghai Clearing House).
Investments using Bond Connect are subject to risks similar to those described
above with respect to Stock Connect.
Europe
The
economies and markets of European countries are often closely connected and
interdependent, and events in one European country can have an adverse impact on
other European countries. Certain funds may invest in securities of issuers that
are domiciled in, or have significant operations in, member countries of the
Economic and Monetary Union of the European Union (the “EU”), which requires
member countries to comply with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls. Decreasing imports
or exports, changes in governmental or EU regulations on trade, changes in the
exchange rate of the euro (the common currency of certain EU countries), the
default or threat of default by an EU member country on its sovereign debt,
and/or an economic recession in an EU member country may have a significant
adverse effect on the economies of EU member countries and their trading
partners, including some or all of the emerging markets countries. Although
certain European countries do not use the euro, many of these countries are
obliged to meet the criteria for joining the euro zone. Consequently, these
countries must comply with many of the restrictions noted above. The European
financial markets have experienced volatility and adverse trends in recent years
due to concerns about economic downturns, rising government debt levels and the
possible default of government debt in several European countries. Further
defaults or restructurings by governments and other entities of their debt could
have additional adverse effects on economies, financial markets and asset
valuations around the world. In addition, one or more countries may abandon the
euro and/or withdraw from the EU, including, with respect to the latter, the
United Kingdom (the "UK"), which is a significant market in the global economy.
The impact of these actions, especially if they occur in a disorderly fashion,
is not clear but could be significant and far-reaching and could adversely
impact the value of investments in the region.
The
UK’s departure from the EU (referred to as "Brexit") continues to cause
significant uncertainty and may adversely impact the financial results and
operations of various European companies and economies. The effects of Brexit
will largely depend on any agreements the UK makes to retain access to EU
markets. Brexit may result in legal and tax uncertainty and divergent national
laws and regulations as the UK determines which EU laws to replace or replicate.
The UK may be less stable than it has been in recent years and investments in
the UK may be more volatile. Additionally, Brexit could lead to global economic
uncertainty and result in significant volatility in the global stock markets and
currency exchange rate fluctuations. Any of these effects of Brexit, and other
consequences that are difficult to predict at this time, could adversely affect
the value of a fund’s investments.
Japan
Japanese
investments may be significantly affected by events influencing Japan’s economy
and the exchange rate between the Japanese yen and the U.S. Dollar. Japan’s
economy fell into a long recession in the 1990s. After a few years of mild
recovery in the mid-2000s, Japan’s economy fell into another recession as a
result of the recent global economic crisis. Japan is heavily dependent on
exports and foreign oil. Japan is located in a seismically active area, and in
2011 experienced an earthquake of a sizable magnitude and a tsunami that
significantly affected important elements of its infrastructure and resulted in
a nuclear crisis. Since these events, Japan’s financial markets have fluctuated
dramatically. The full extent of the impact of these events on Japan’s economy
and on foreign investment in Japan is difficult to estimate. Japan’s economic
prospects may be affected by the political and military situations of its near
neighbors, notably North and South Korea, China, and Russia.
Latin
America
Most
Latin American countries have experienced, at one time or another, severe and
persistent levels of inflation, including, in some cases, hyperinflation. This
has, in turn, led to high interest rates, extreme measures by governments to
keep inflation in check, and a generally debilitating effect on economic growth.
Although inflation in many countries has lessened, there is no guarantee it will
remain at lower levels. In addition, the political history of certain Latin
American countries has been characterized by political uncertainty, intervention
by the military in civilian and economic spheres, and political corruption. Such
developments, if they were to reoccur, could reverse favorable trends toward
market and economic reform, privatization, and removal of trade barriers, and
result in significant disruption in securities markets. Certain Latin American
countries may also have managed currencies which are maintained at artificial
levels to the U.S. Dollar rather than at levels determined by the market. This
type of system can lead to sudden and large adjustments in the currency which,
in turn, can have a disruptive and negative effect on foreign investors. There
is no significant foreign exchange market for many currencies and it would, as a
result, be difficult for the Fund to engage in foreign currency transactions
designed to protect the value of the Fund’s interests in securities denominated
in such currencies. Finally, a number of Latin American countries are among the
largest debtors of developing markets. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such events can
restrict the flexibility of these debtor nations in the international markets
and result in the imposition of onerous conditions on their
economies.
High
Yield Securities
Each
Fund may invest a portion of its assets in bonds that are rated below investment
grade (sometimes called “high yield bonds” or "junk bonds") which are rated at
the time of purchase Ba1 or lower by Moody's and BB+ or lower by S&P Global
(if the bond has been rated by only one of those agencies, that rating will
determine whether the bond is below investment grade; if the bond has not been
rated by either of those agencies, those managing the fund's investments will
determine whether the bond is of a quality comparable to those rated below
investment grade). Lower rated bonds involve a higher degree of credit risk,
which is the risk that the issuer will not make interest or principal payments
when due. In the event of an unanticipated default, a fund would experience a
reduction in its income and could expect a decline in the market value of the
bonds so affected. Issuers of high yield securities may be involved in
restructurings or bankruptcy proceedings that may not be successful. If an
issuer defaults, it may not be able to pay all or a portion of interest and
principal owed to the fund, it may exchange the high yield securities owned by
the fund for other securities, including equities, and/or the fund may incur
additional expenses while seeking recovery of its investment. Some funds may
also invest in unrated bonds of foreign and domestic issuers. Unrated bonds,
while not necessarily of lower quality than rated bonds, may not have as broad a
market. Because of the size and perceived demand of the issue, among other
factors, certain municipalities may not incur the expense of obtaining a rating.
Those managing the fund's investments will analyze the creditworthiness of the
issuer, as well as any financial institution or other party responsible for
payments on the bond, in determining whether to purchase unrated bonds. Unrated
bonds will be included in the limitation each fund has with regard to high yield
bonds unless those managing the fund's investments deem such securities to be
the equivalent of investment grade bonds. Some of the high yield securities
consist of Rule 144A securities. High yield securities may contain any type of
interest rate payment or reset terms, including fixed rate, adjustable rate,
zero coupon, contingent, deferred, payment-in-kind and those with auction rate
features.
Initial
Public Offerings ("IPOs")
An
IPO is a company's first offering of stock to the public. IPO risk is that the
market value of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the small number of
shares available for trading, and limited information about the issuer. The
purchase of IPO shares may involve high transaction costs. IPO shares are
subject to market risk and liquidity risk. In addition, the market for IPO
shares can be speculative and/or inactive for extended periods. The limited
number of shares available for trading in some IPOs may make it more difficult
for a fund to buy or sell significant amounts of shares without an unfavorable
impact on prevailing prices. Investors in IPO shares can be affected by
substantial dilution in the value of their shares by sales of additional shares
and by concentration of control in existing management and principal
shareholders.
When
a fund's asset base is small, a significant portion of the fund's performance
could be attributable to investments in IPOs because such investments would have
a magnified impact on the fund. As the fund's assets grow, the effect of the
fund's investments in IPOs on the fund's performance probably will decline,
which could reduce the fund's performance. Because of the price volatility of
IPO shares, a fund may choose to hold IPO shares for a very short period. This
may increase the turnover of the fund's portfolio and lead to increased expenses
to the fund, such as commissions and transaction costs. By selling IPO shares,
the fund may realize taxable gains it will subsequently distribute to
shareholders.
Interfund
Lending and Borrowing
The
SEC has granted an exemption permitting Principal Funds to borrow money from and
lend money to each other for temporary or emergency purposes. The loans are
subject to a number of conditions designed to ensure fair and equitable
treatment of all participating funds, including the following: (1) no fund may
borrow money through the program unless it receives a more favorable interest
rate than a rate approximating the lowest interest rate at which bank loans
would be available to any of the participating funds under a loan agreement; and
(2) no fund may lend money through the program unless it receives a more
favorable return than that available from an investment in overnight repurchase
agreements. In addition, a fund may participate in the program only if and to
the extent that such participation is consistent with a fund's investment
objectives and policies. Interfund loans and borrowings have a maximum duration
of seven days. Loans may be called on one day's notice. A fund may have to
borrow from a bank at a higher interest rate if an interfund loan is called or
not renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional costs. The Board is responsible for
overseeing and periodically reviewing the interfund lending
program.
Inverse
Floating Rate and Other Variable and Floating Rate Instruments
Each
Fund may purchase variable and floating rate instruments. These instruments may
include variable amount master demand notes that permit the indebtedness
thereunder to vary in addition to providing for periodic adjustments in the
interest rate. These instruments may also include leveraged inverse floating
rate debt instruments, or “inverse floaters”. The interest rate of an inverse
floater resets in the opposite direction from the market rate of interest on a
security or interest to which it is related. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of interest
and is subject to many of the same risks as derivatives. The higher degree of
leverage inherent in inverse floaters is associated with greater volatility in
their market values. Certain of these investments may be illiquid. The absence
of an active secondary market with respect to these investments could make it
difficult for a Fund to dispose of a variable or floating rate note if the
issuer defaulted on its payment obligation or during periods that a Fund is not
entitled to exercise its demand rights, and a Fund could, for these or other
reasons, suffer a loss with respect to such instruments.
Master
Limited Partnerships (“MLPs”)
An
MLP is an entity that is generally taxed as a partnership for federal income tax
purposes and that derives each year at least 90% of its gross income from
"Qualifying Income". Qualifying Income includes interest, dividends, real estate
rents, gain from the sale or disposition of real property, income and gain from
commodities or commodity futures, and income and gain from mineral or natural
resources activities that generate Qualifying Income. MLP interests (known as
units) are traded on securities exchanges or over-the-counter. An MLP's
organization as a partnership and compliance with the Qualifying Income rules
generally eliminates federal tax at the entity level.
An
MLP has one or more general partners (who may be individuals, corporations, or
other partnerships) which manage the partnership, and limited partners, which
provide capital to the partnership but have no role in its management.
Typically, the general partner is owned by company management or another
publicly traded sponsoring corporation. When an investor buys units in an MLP,
the investor becomes a limited partner. Holders of MLP units have limited
control and voting rights on matters affecting the partnership and are exposed
to a remote possibility of liability for all of the obligations of that MLP in
the event that a court determines that the rights of the holders of MLP units to
vote to remove or replace the general partner of that MLP, to approve amendments
to that MLP’s partnership agreement, or to take other action under the
partnership agreement of that MLP would constitute “control” of the business of
that MLP, or a court or governmental agency determines that the MLP is
conducting business in a state without complying with the partnership statute of
that state. Holders of MLP units are also exposed to the risk that they will be
required to repay amounts to the MLP that are wrongfully distributed to
them.
The
business of certain MLPs is affected by supply and demand for energy commodities
because such MLPs derive revenue and income based upon the volume of the
underlying commodity produced, transported, processed, distributed, and/ or
marketed. Pipeline MLPs have indirect commodity exposure to oil and gas price
volatility because, although they do not own the underlying energy commodity,
the general level of commodity prices may affect the volume of the commodity the
MLP delivers to its customers and the cost of providing services such as
distributing natural gas liquids. The costs of natural gas pipeline MLPs to
perform services may exceed the negotiated rates under “negotiated rate”
contracts. Processing MLPs may be directly affected by energy commodity prices.
Propane MLPs own the underlying energy commodity, and therefore have direct
exposure to energy commodity prices. The MLP industry in general could be hurt
by market perception that MLP's performance and valuation are directly tied to
commodity prices.
Pipeline
MLPs are common carrier transporters of natural gas, natural gas liquids
(primarily propane, ethane, butane and natural gasoline), crude oil or refined
petroleum products (gasoline, diesel fuel and jet fuel). Pipeline MLPs also may
operate ancillary businesses such as storage and marketing of such products.
Pipeline MLPs derive revenue from capacity and transportation fees.
Historically, pipeline output has been less exposed to cyclical economic forces
due to its low cost structure and government-regulated nature. In addition, most
pipeline MLPs have limited direct commodity price exposure because they do not
own the product being shipped.
Processing
MLPs are gatherers and processors of natural gas as well as providers of
transportation, fractionation and storage of natural gas liquids ("NGLs").
Processing MLPs derive revenue from providing services to natural gas producers,
which require treatment or processing before their natural gas commodity can be
marketed to utilities and other end user markets. Revenue for the processor is
fee based, although it is not uncommon to have some participation in the prices
of the natural gas and NGL commodities for a portion of revenue.
Propane
MLPs are distributors of propane to homeowners for space and water heating.
Propane MLPs derive revenue from the resale of the commodity on a margin over
wholesale cost. The ability to maintain margin is a key to profitability.
Propane serves approximately 3% of the household energy needs in the United
States, largely for homes beyond the geographic reach of natural gas
distribution pipelines. Approximately 70% of annual cash flow is earned during
the winter heating season (October through March). Accordingly, volumes are
weather dependent, but have utility type functions similar to electricity and
natural gas.
MLPs
operating interstate pipelines and storage facilities are subject to substantial
regulation by the Federal Energy Regulatory Commission ("FERC"), which regulates
interstate transportation rates, services and other matters regarding natural
gas pipelines including: the establishment of rates for service; regulation of
pipeline storage and liquified natural gas facility construction; issuing
certificates of need for companies intending to provide energy services or
constructing and operating interstate pipeline and storage facilities; and
certain other matters. FERC also regulates the interstate transportation of
crude oil, including: regulation of rates and practices of oil pipeline
companies; establishing equal service conditions to provide shippers with equal
access to pipeline transportation; and establishment of reasonable rates for
transporting petroleum and petroleum products by pipeline. Certain MLPs
regulated by the FERC have the right, but are not obligated, to redeem common
units held by an investor who is not subject to U.S. federal income taxation.
The financial condition and results of operations of an MLP that redeems its
common units could be adversely impacted.
MLPs
are subject to various federal, state and local environmental laws and health
and safety laws as well as laws and regulations specific to their particular
activities. These laws and regulations address: health and safety standards for
the operation of facilities, transportation systems and the handling of
materials; air and water pollution requirements and standards; solid waste
disposal requirements; land reclamation requirements; and requirements relating
to the handling and disposition of hazardous materials. MLPs are subject to the
costs of compliance with such laws applicable to them, and changes in such laws
and regulations may adversely affect their results of operations.
MLPs
may be subject to liability relating to the release of substances into the
environment, including liability under federal “Superfund” and similar state
laws for investigation and remediation of releases and threatened releases of
hazardous materials, as well as liability for injury and property damage for
accidental events, such as explosions or discharges of materials causing
personal injury and damage to property. Such potential liabilities could have a
material adverse effect upon the financial condition and results of operations
of MLPs.
MLPs
are subject to numerous business related risks, including: deterioration of
business fundamentals reducing profitability due to development of alternative
energy sources, consumer sentiment with respect to global warming, changing
demographics in the markets served, unexpectedly prolonged and precipitous
changes in commodity prices and increased competition that reduces the MLP’s
market share; the lack of growth of markets requiring growth through
acquisitions; disruptions in transportation systems; the dependence of certain
MLPs upon the energy exploration and development activities of unrelated third
parties; availability of capital for expansion and construction of needed
facilities; a significant decrease in natural gas production due to depressed
commodity prices or otherwise; the inability of MLPs to successfully integrate
recent or future acquisitions; and the general level of the
economy.
Municipal
Obligations and AMT-Subject Bonds
Municipal
Obligations are obligations issued by or on behalf of states, territories, and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, including municipal
utilities, or multi-state agencies or authorities. The interest on Municipal
Obligations is exempt from federal income tax in the opinion of bond counsel to
the issuer. Three major classifications of Municipal Obligations are: Municipal
Bonds, that generally have a maturity at the time of issue of one year or more;
Municipal Notes, that generally have a maturity at the time of issue of six
months to three years; and Municipal Commercial Paper, that generally has a
maturity at the time of issue of 30 to 270 days.
The
term "Municipal Obligations" includes debt obligations issued to obtain funds
for various public purposes, including the construction of a wide range of
public facilities such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets, water and sewer works, and electric utilities.
Other public purposes for which Municipal Obligations are issued include
refunding outstanding obligations, obtaining funds for general operating
expenses, and lending such funds to other public institutions and facilities. To
the extent that a fund invests a significant portion of its assets in municipal
obligations issued in connection with a single project, the fund likely will be
affected by the economic, business or political environment of the
project.
AMT-Subject
Bonds are industrial development bonds issued by or on behalf of public
authorities to obtain funds to provide for the construction, equipment, repair
or improvement of privately operated housing facilities, sports facilities,
convention or trade show facilities, airport, mass transit, industrial, port or
parking facilities, air or water pollution control facilities, and certain local
facilities for water supply, gas, electricity, or sewage or solid waste
disposal. They
are
considered to be Municipal Obligations if the interest paid thereon qualifies as
exempt from federal income tax in the opinion of bond counsel to the issuer,
even though the interest may be subject to the federal individual alternative
minimum tax.
Municipal
Bonds
Municipal
Bonds may be either "general obligation" or "revenue" issues. General obligation
bonds are secured by the issuer's pledge of its faith, credit, and taxing power
for the payment of principal and interest. Revenue bonds are payable from the
revenues derived from a particular facility or class of facilities or, in some
cases, from the proceeds of a special excise tax or other specific revenue
source (e.g., the user of the facilities being financed), but not from the
general taxing power. Industrial development bonds and pollution control bonds
in most cases are revenue bonds and generally do not carry the pledge of the
credit of the issuing municipality. The payment of the principal and interest on
industrial revenue bonds depends solely on the ability of the user of the
facilities financed by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as security for such
payment. Funds may also invest in "moral obligation" bonds that are normally
issued by special purpose public authorities. If an issuer of moral obligation
bonds is unable to meet its obligations, the repayment of the bonds becomes a
moral commitment but not a legal obligation of the state or municipality in
question.
Municipal
Commercial Paper
Municipal
Commercial Paper refers to short-term obligations of municipalities that may be
issued at a discount and may be referred to as Short-Term Discount Notes.
Municipal Commercial Paper is likely to be used to meet seasonal working capital
needs of a municipality or interim construction financing. Generally they are
repaid from general revenues of the municipality or refinanced with long-term
debt. In most cases Municipal Commercial Paper is backed by letters of credit,
lending agreements, note repurchase agreements or other credit facility
agreements offered by banks or other institutions.
Municipal
Notes
Municipal
Notes usually are general obligations of the issuer and are sold in anticipation
of a bond sale, collection of taxes, or receipt of other revenues. Payment of
these notes is primarily dependent upon the issuer's receipt of the anticipated
revenues. Other notes include "Construction Loan Notes" issued to provide
construction financing for specific projects, and "Bank Notes" issued by local
governmental bodies and agencies to commercial banks as evidence of borrowings.
Some notes ("Project Notes") are issued by local agencies under a program
administered by the U.S. Department of Housing and Urban Development. Project
Notes are secured by the full faith and credit of the United
States.
• Bank
Notes are notes issued by local governmental bodies and agencies such as those
described above to commercial banks as evidence of borrowings. The purposes for
which the notes are issued are varied but they are frequently issued to meet
short-term working-capital or capital-project needs. These notes may have risks
similar to the risks associated with TANs and RANs.
•Bond
Anticipation Notes ("BANs") are usually general obligations of state and local
governmental issuers which are sold to obtain interim financing for projects
that will eventually be funded through the sale of long-term debt obligations or
bonds. The ability of an issuer to meet its obligations on its BANs is primarily
dependent on the issuer's access to the long-term municipal bond market and the
likelihood that the proceeds of such bond sales will be used to pay the
principal and interest on the BANs.
• Construction
Loan Notes are issued to provide construction financing for specific projects.
Permanent financing, the proceeds of which are applied to the payment of
construction loan notes, is sometimes provided by a commitment by the Government
National Mortgage Association ("GNMA") to purchase the loan, accompanied by a
commitment by the Federal Housing Administration to insure mortgage advances
thereunder. In other instances, permanent financing is provided by commitments
of banks to purchase the loan. The California Municipal and Tax-Exempt Bond
Funds will only purchase construction loan notes that are subject to GNMA or
bank purchase commitments.
•Revenue
Anticipation Notes ("RANs") are issued by governments or governmental bodies
with the expectation that future revenues from a designated source will be used
to repay the notes. In general they also constitute general obligations of the
issuer. A decline in the receipt of projected revenues, such as anticipated
revenues from another level of government, could adversely affect an issuer's
ability to meet its obligations on outstanding RANs. In addition, the
possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal and
interest on RANs.
• Tax
Anticipation Notes ("TANs") are issued by state and local governments to finance
the current operations of such governments. Repayment is generally to be derived
from specific future tax revenues. TANs are usually general obligations of the
issuer. A weakness in an issuer's capacity to raise taxes due to, among other
things, a decline in its tax base or a rise in delinquencies, could adversely
affect the issuer's ability to meet its obligations on outstanding
TANs.
Other
Municipal Obligations
Other
kinds of Municipal Obligations are occasionally available in the marketplace,
and the fund may invest in such other kinds of obligations to the extent
consistent with its investment objective and limitations. Such obligations may
be issued for different purposes and with different security than those
mentioned.
Stand-By
Commitments
Funds
may acquire stand-by commitments with respect to municipal obligations held in
their respective portfolios. Under a stand-by commitment, a broker-dealer,
dealer, or bank would agree to purchase, at the relevant funds' option, a
specified municipal security at a specified price. Thus, a stand-by commitment
may be viewed as the equivalent of a put option acquired by a fund with respect
to a particular municipal security held in the fund's portfolio.
The
amount payable to a fund upon its exercise of a stand-by commitment normally
would be 1) the acquisition cost of the municipal security (excluding any
accrued interest that the fund paid on the acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the fund owned the security, plus, 2) all interest accrued on the
security since the last interest payment date during the period the security was
owned by the fund. Absent unusual circumstances, the fund would value the
underlying municipal security at amortized cost. As a result, the amount payable
by the broker-dealer, dealer or bank during the time a stand-by commitment is
exercisable would be substantially the same as the value of the underlying
municipal obligation.
A
fund's right to exercise a stand-by commitment would be unconditional and
unqualified. Although a fund could not transfer a stand-by commitment, it could
sell the underlying municipal security to a third party at any time. It is
expected that stand-by commitments generally will be available to the funds
without the payment of any direct or indirect consideration. The funds may,
however, pay for stand-by commitments if such action is deemed necessary. In any
event, the total amount paid for outstanding stand-by commitments held in a
fund's portfolio would not exceed 0.50% of the value of a fund's total assets
calculated immediately after each stand-by commitment is acquired.
The
funds intend to enter into stand-by commitments only with broker-dealers,
dealers, or banks that those managing the fund's investments believe present
minimum credit risks. A fund's ability to exercise a stand-by commitment will
depend upon the ability of the issuing institution to pay for the underlying
securities at the time the stand-by commitment is exercised. The credit of each
institution issuing a stand-by commitment to a fund will be evaluated on an
ongoing basis by those managing the fund's investments.
A
fund intends to acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its right thereunder for trading
purposes. The acquisition of a stand-by commitment would not affect the
valuation of the underlying municipal security. Each stand-by commitment will be
valued at zero in determining net asset value. Should a fund pay directly or
indirectly for a stand-by commitment, its costs will be reflected in realized
gain or loss when the commitment is exercised or expires. The maturity of a
municipal security purchased by a fund will not be considered shortened by any
stand-by commitment to which the obligation is subject. Thus, stand-by
commitments will not affect the dollar-weighted average maturity of a fund's
portfolio.
Variable
and Floating Rate Obligations
Certain
Municipal Obligations, obligations issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, and debt instruments issued by domestic
banks or corporations may carry variable or floating rates of interest. Such
instruments bear interest at rates which are not fixed, but which vary with
changes in specified market rates or indices, such as a bank prime rate or
tax-exempt money market index. Variable rate notes are adjusted to current
interest rate levels at certain specified times, such as every 30 days. A
floating rate note adjusts automatically whenever there is a change in its base
interest rate adjustor, e.g., a change in the prime lending rate or specified
interest rate indices. Typically such instruments carry demand features
permitting the fund to redeem at par.
The
fund's right to obtain payment at par on a demand instrument upon demand could
be affected by events occurring between the date the fund elects to redeem the
instrument and the date redemption proceeds are due which affects the ability of
the issuer to pay the instrument at par value. Those managing the fund's
investments monitor on an ongoing basis the pricing, quality, and liquidity of
such instruments and similarly monitor the ability of an issuer of a demand
instrument, including those supported by bank letters of credit or guarantees,
to pay principal and interest on demand. Although the ultimate maturity of such
variable rate obligations may exceed one year, the fund treats the maturity of
each variable rate demand obligation as the longer of a) the notice period
required before the fund is entitled to payment of the principal amount through
demand or b) the period remaining until the next interest rate
adjustment.
Floating rate instruments with demand features are deemed to have a maturity
equal to the period remaining until the principal amount can be recovered
through demand.
Funds
may purchase participation interests in variable rate Municipal Obligations
(such as industrial development bonds). A participation interest gives the
purchaser an undivided interest in the Municipal Obligation in the proportion
that its participation interest bears to the total principal amount of the
Municipal Obligation. A fund has the right to demand payment on seven days'
notice, for all or any part of the fund's participation interest in the
Municipal Obligation, plus accrued interest. Each participation interest is
backed by an irrevocable letter of credit or guarantee of a bank. Banks will
retain a service and letter of credit fee and a fee for issuing repurchase
commitments in an amount equal to the excess of the interest paid on the
Municipal Obligations over the negotiated yield at which the instruments were
purchased by the fund.
Risks
of Municipal Obligations
The
yields on Municipal Obligations are dependent on a variety of factors, including
general economic and monetary conditions, money market factors, conditions in
the Municipal Obligations market, size of a particular offering, maturity of the
obligation, and rating of the issue. The fund's ability to achieve its
investment objective also depends on the continuing ability of the issuers of
the Municipal Obligations in which it invests to meet their obligation for the
payment of interest and principal when due.
Municipal
Obligations are subject to the provisions of bankruptcy, insolvency, and other
laws affecting the rights and remedies of creditors, such as the Federal
Bankruptcy Act. They are also subject to federal or state laws, if any, which
extend the time for payment of principal or interest, or both, or impose other
constraints upon enforcement of such obligations or upon municipalities to levy
taxes. The power or ability of issuers to pay, when due, principal of and
interest on Municipal Obligations may also be materially affected by the results
of litigation or other conditions.
From
time to time, proposals have been introduced before Congress for the purpose of
restricting or eliminating the federal income tax exemption for interest on
Municipal Obligations. It may be expected that similar proposals will be
introduced in the future. If such a proposal was enacted, the ability of the
fund to pay "exempt interest" dividends may be adversely affected. The fund
would reevaluate its investment objective and policies and consider changes in
its structure.
Special
Considerations Relating to California Municipal Obligations
The
California Municipal Fund concentrates its investments in California municipal
obligations, and therefore may be significantly impacted by political, economic,
or regulatory developments that affect issuers in California and their ability
to pay principal and interest on their obligations. The ability of issuers to
pay interest on, and repay principal of, California municipal obligations may be
affected by 1) amendments to the California Constitution and related statutes
that limit the taxing and spending authority of California government entities,
2) voter initiatives, 3) a wide variety of California laws and regulations,
including laws related to the operation of health care institutions and laws
related to secured interests in real property, and 4) the general financial
condition of the State of California and the California economy. The Tax-Exempt
Bond Fund also invests in California municipal obligations.
Taxable
Investments of the Municipal Funds
The
California Municipal and Tax-Exempt Bond Funds may invest a portion of their
assets, as described in the prospectus, in taxable short-term investments
consisting of: Obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, domestic bank certificates of deposit and
bankers' acceptances, short-term corporate debt securities such as commercial
paper, and repurchase agreements ("Taxable Investments"). These investments must
have a stated maturity of one year or less at the time of purchase and must meet
the following standards: banks must have assets of at least $1 billion;
commercial paper must be rated at least "A" by S&P Global or "Prime" by
Moody's or, if not rated, must be issued by companies having an outstanding debt
issue rated at least "A" by S&P Global or Moody's; corporate bonds and
debentures must be rated at least "A" by S&P Global or Moody's. Interest
earned from Taxable Investments is taxable to investors. When, in the opinion of
the Fund's Manager, it is advisable to maintain a temporary "defensive" posture,
the California Municipal and Tax-Exempt Bond Funds may invest without limitation
in Taxable Investments. At other times, the following investments will not
exceed 20% of the Fund's total assets: Taxable Investments; Municipal
Obligations that do not meet quality standards required for the 80% portion of
the portfolio; and Municipal Obligations, the interest on which is treated as a
tax preference item for purposes of the federal individual alternative minimum
tax.
Insurance
The
insured municipal obligations in which the California Municipal and Tax-Exempt
Bond Funds may invest are insured under insurance policies that relate to the
specific municipal obligation in question. This insurance is generally
non-cancelable and will continue in force so long as the municipal obligations
are outstanding, and the insurer remains in business.
The
insured municipal obligations are generally insured as to the scheduled payment
of all installments of principal and interest as they fall due. The insurance
covers only credit risk and therefore does not guarantee the market value of the
obligations in a Fund's investment portfolio or a Fund's NAV. The Fund's NAV
will continue to fluctuate in response to fluctuations in interest rates. A
Fund's investment policy requiring investment in insured municipal obligations
will not affect the Fund's ability to hold its assets in cash or to invest in
escrow-secured and defeased bonds or in certain short-term tax-exempt
obligations, or affect its ability to invest in uninsured taxable obligations
for temporary or liquidity purposes or on a defensive basis.
Pay-in-Kind
Securities
Each
Fund may invest in pay-in-kind securities. Pay-in-kind securities pay dividends
or interest in the form of additional securities of the issuer, rather than in
cash. These securities are usually issued and traded at a discount from their
face amounts. The amount of the discount varies depending on various factors,
such as the time remaining until maturity of the securities, prevailing interest
rates, the liquidity of the security and the perceived credit quality of the
issuer. The market prices of pay-in-kind securities generally are more volatile
than the market prices of securities that pay interest periodically and are
likely to respond to changes in interest rates to a greater degree than are
other types of securities having similar maturities and credit
quality.
Portfolio
Turnover (Active Trading)
Portfolio
turnover is a measure of how frequently a portfolio's securities are bought and
sold. The portfolio turnover rate is generally calculated as the dollar value of
the lesser of a portfolio's purchases or sales of shares of securities during a
given year, divided by the monthly average value of the portfolio securities
during that year (excluding securities whose maturity or expiration at the time
of acquisition were less than one year). For example, a portfolio reporting a
100% portfolio turnover rate would have purchased and sold securities worth as
much as the monthly average value of its portfolio securities during the
year.
It
is not possible to predict future turnover rates with accuracy. Many variable
factors are outside the control of a portfolio manager. The investment outlook
for the securities in which a portfolio may invest may change as a result of
unexpected developments in securities markets, economic or monetary policies, or
political relationships. High market volatility may result in a portfolio
manager using a more active trading strategy than might otherwise be employed.
Each portfolio manager considers the economic effects of portfolio turnover but
generally does not treat the portfolio turnover rate as a limiting factor in
making investment decisions.
Sale
of shares by investors may require the liquidation of portfolio securities to
meet cash flow needs. In addition, changes in a particular portfolio's holdings
may be made whenever the portfolio manager considers that a security is no
longer appropriate for the portfolio or that another security represents a
relatively greater opportunity. Such changes may be made without regard to the
length of time that a security has been held.
Higher
portfolio turnover rates generally increase transaction costs that are expenses
of the Fund. Active trading may generate short-term gains (losses) for taxable
shareholders.
The
following Funds had significant variation in portfolio turnover rates over the
two most recently completed fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
2021 Turnover |
2020 Turnover |
|
Comments |
California
Municipal |
13.2% |
40.1% |
|
Turnover
decreased in 2021 relative to 2020, as market conditions warranted a
longer holding period of current holdings, and a majority of inflows
during the year were invested in existing holdings. |
Government
& High Quality Bond |
343.7% |
84.3% |
|
Turnover
increased as a result of increasing mortgage exposure, particularly within
TBA securities. |
Principal
LifeTime 2065 |
22.5% |
55.1% |
|
Turnover
varies from year-to-year due to the aging of the glidepath and asset
allocation decisions. |
Principal
LifeTime Hybrid 2050 |
12.1% |
26.5% |
|
Turnover
varies from year-to-year due to the aging of the glidepath and asset
allocation decisions. |
Principal
LifeTime Hybrid 2060 |
12.9% |
31.4% |
|
Turnover
varies from year-to-year due to the aging of the glidepath and asset
allocation decisions. |
Principal
LifeTime Hybrid 2065 |
31.3% |
65.7% |
|
Turnover
varies from year-to-year due to the aging of the glidepath and asset
allocation decisions. |
SAM
Conservative Growth |
34.3% |
16.2% |
|
Turnover
increased due to increased tactical trading. |
Tax-Exempt
Bond |
24.8% |
66.7% |
|
Turnover
decreased in 2021 relative to 2020, as market conditions warranted a
longer holding period of current holdings, and a majority of inflows
during the year were invested in existing
holdings. |
Preferred
Securities
Preferred
securities can include: traditional preferred securities, hybrid-preferred
securities, $25 par hybrid preferred securities, baby bonds, U.S. dividend
received deduction (“DRD”) preferred stock, fixed rate and floating rate
adjustable preferred securities, step-up preferred securities, public and 144A
$1000 par capital securities including U.S. agency subordinated debt issues,
trust originated preferred securities, monthly income preferred securities,
quarterly income bond securities, quarterly income debt securities, quarterly
income preferred securities, corporate trust securities, public income notes,
and other trust preferred securities.
•Traditional
Preferred Securities. Traditional preferred securities may be issued by an
entity taxable as a corporation and pay fixed or floating rate dividends.
However, these claims are subordinated to more senior creditors, including
senior debt holders. “Preference” means that a company must pay dividends on its
preferred securities before paying any dividends on its common stock, and the
claims of preferred securities holders are ahead of common stockholders’ claims
on assets in a corporate liquidation. Holders of preferred securities usually
have no right to vote for corporate directors or on other matters. Preferred
securities share many investment characteristics with both common stock and
bonds.
•Hybrid
or Trust Preferred Securities. Hybrid-preferred securities are debt instruments
that have characteristics similar to those of traditional preferred securities
(characteristics of both subordinated debt and preferred stock). Hybrid
preferred securities may be issued by corporations, generally in the form of
interest-bearing instruments with preferred securities characteristics, or by an
affiliated trust or partnership of the corporation, generally in the form of
preferred interests in subordinated business trusts or similarly structured
securities. The hybrid-preferred securities market consists of both fixed and
adjustable coupon rate securities that are either perpetual in nature or have
stated maturity dates. Hybrid preferred holders generally have claims to assets
in a corporate liquidation that are senior to those of traditional preferred
securities but subordinate to those of senior debt holders. Certain subordinated
debt and senior debt issues that have preferred characteristics are also
considered to be part of the broader preferred securities market.
Preferred
securities may be issued by trusts (likely one that is wholly-owned by a
financial institution or other corporate entity, typically a bank holding
company) or other special purpose entities established by operating companies,
and are therefore not direct obligations of operating companies. The financial
institution creates the trust and owns the trust’s common securities. The trust
uses the sale proceeds of its preferred securities to purchase, for example,
subordinated debt issued by the financial institution. The financial institution
uses the proceeds from the subordinated debt sale to increase its capital while
the trust receives periodic interest payments from the financial institution for
holding the subordinated debt. The trust uses the funds received to make
dividend payments to the holders of the trust preferred securities. The primary
advantage of this structure may be that the trust preferred securities are
treated by the financial institution as debt securities for tax purposes and as
equity for the calculation of capital requirements.
Trust
preferred securities typically bear a market rate coupon comparable to interest
rates available on debt of a similarly rated issuer. Typical characteristics
include long-term maturities, early redemption by the issuer, periodic fixed or
variable interest payments, and maturities at face value. Holders of trust
preferred securities have limited voting rights to control the activities of the
trust and no voting rights with respect to the financial institution. The market
value of trust preferred securities may be more volatile than those of
conventional debt securities. Trust preferred securities may be issued in
reliance on Rule 144A under the 1933 Act and subject to restrictions on resale.
There can be no assurance as to the liquidity of trust preferred securities and
the ability of holders, such as a fund, to sell their holdings. The condition of
the financial institution can be looked to identify the risks of trust preferred
securities as the trust typically has no business operations other than to issue
the trust preferred securities. If the financial institution defaults on
interest payments to the trust, the trust will not be able to make dividend
payments to holders of its securities, such as a fund.
•Floating
rate preferred securities. Floating rate preferred securities provide for a
periodic adjustment in the interest rate paid on the securities. The terms of
such securities provide that interest rates are adjusted periodically based upon
an interest rate adjustment index. The adjustment intervals may be regular, and
range from daily up to annually, or may be event-based, such as a change in the
short-term interest rate. Because of the interest rate reset feature, floating
rate securities provide the Fund with a certain degree of protection against
rising interest rates, although the interest rates of floating rate securities
will participate in any declines in interest rates as well.
If
a portion of a fund’s income consists of dividends paid by U.S. corporations, a
portion of the dividends paid by the fund may be eligible for the corporate
dividends-received deduction for corporate shareholders. In addition,
distributions reported by a fund as derived from qualified dividend income
(“QDI”) will be taxed in the hands of individuals at the reduced rates
applicable to net capital gains, provided certain holding period and other
requirements are met by both the shareholder and the fund. Dividend income that
a fund receives from REITs, if any, will generally not be treated as QDI and
will not qualify for the corporate dividends-received deduction. It is unclear
the extent to which distributions a fund receives from investments in certain
preferred securities will be eligible for treatment as QDI or for the corporate
dividends-received deduction. A fund cannot predict at this time what portion,
if any, of its dividends will qualify for the corporate dividends-received
deduction or be eligible for the reduced rates of taxation applicable to
QDI.
Real
Estate Investment Trusts (“REITs”)
REITs
are pooled investment vehicles that invest in income producing real estate, real
estate related loans, or other types of real estate interests. U.S. REITs are
allowed to eliminate corporate level federal tax so long as they meet certain
requirements of the Internal Revenue Code. Foreign REITs ("REIT-like") entities
may have similar tax treatment in their respective countries. Equity real estate
investment trusts own real estate properties, while mortgage real estate
investment trusts make and/or invests in construction, development, and
long-term mortgage loans. Their value may be affected by changes in the
underlying property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as those
relating to the environment. Both types of trusts are not diversified, are
dependent upon management skill, are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to
qualify for tax-free status of income under the Internal Revenue Code and
failing to maintain exemption from the 1940 Act. In addition, foreign REIT-like
entities will be subject to foreign securities risks. (See "Foreign
Securities").
Repurchase
and Reverse Repurchase Agreements, Mortgage Dollar Rolls and
Sale-Buybacks
Each
Fund may invest in repurchase and reverse repurchase agreements. Repurchase
agreements typically involve the purchase of debt securities from a financial
institution such as a bank, savings and loan association, or broker-dealer. A
repurchase agreement provides that the fund sells back to the seller and that
the seller repurchases the underlying securities at a specified price on a
specific date. Repurchase agreements may be viewed as loans by a fund
collateralized by the underlying securities. This arrangement results in a fixed
rate of return that is not subject to market fluctuation while the fund holds
the security. In the event of a default or bankruptcy by a selling financial
institution, the affected fund bears a risk of loss. To minimize such risks, the
fund enters into repurchase agreements only with parties those managing the
fund's investments deem creditworthy (those that are large, well-capitalized,
and well-established financial institutions). In addition, the value of the
securities collateralizing the repurchase agreement is, and during the entire
term of the repurchase agreement remains, at least equal to the acquisition
price the Funds pay to the seller of the securities.
In
a repurchase agreement, a Fund purchases a security and simultaneously commits
to resell that security to the seller at an agreed upon price on an agreed upon
date within a number of days (usually not more than seven) from the date of
purchase. The resale price consists of the purchase price plus an amount that is
unrelated to the coupon rate or maturity of the purchased security. A repurchase
agreement involves the obligation of the seller to pay the agreed upon price,
which obligation is in effect secured by the value (at least equal to the amount
of the agreed upon resale price and marked-to-market daily) of the underlying
security or "collateral." A risk associated with repurchase agreements is the
failure of the seller to repurchase the securities as agreed, which may cause a
Fund to suffer a loss if the market value of such securities declines before
they can be liquidated on the open market. In the event of bankruptcy or
insolvency of the seller, a Fund may encounter delays and incur costs in
liquidating the underlying security. Repurchase agreements that mature in more
than seven days are subject to each Fund's limit on illiquid investments. While
it is not possible to eliminate all risks from these transactions, it is the
policy of the Fund to limit repurchase agreements to those parties whose
creditworthiness has been reviewed and found satisfactory by those managing the
fund's investments.
Each
Fund may use reverse repurchase agreements, mortgage dollar rolls, and
economically similar transactions to obtain cash to satisfy unusually heavy
redemption requests or for other temporary or emergency purposes without the
necessity of selling portfolio securities, or to earn additional income on
portfolio securities, such as Treasury bills or notes. In a reverse repurchase
agreement, a Fund sells a portfolio security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument at a
particular price and time. A Fund will enter into reverse repurchase agreements
only with parties that those managing the fund's investments deem creditworthy.
Using reverse repurchase agreements to earn additional income involves the risk
that the interest earned on the invested proceeds is less than the expense of
the reverse repurchase agreement transaction. This technique may also have a
leveraging effect on the Fund.
A
“mortgage dollar roll” is similar to a reverse repurchase agreement in certain
respects. In a “dollar roll” transaction a Fund sells a mortgage-related
security, such as a security issued by the Government National Mortgage
Association, to a dealer and simultaneously agrees to repurchase a similar
security (but not the same security) in the future at a pre-determined price. A
dollar roll can be viewed, like a reverse repurchase agreement, as a
collateralized borrowing in which a Fund pledges a mortgage-related security to
a dealer to obtain cash. Unlike in the case of reverse repurchase agreements,
the dealer with which a Fund enters into a dollar roll transaction is not
obligated to return the same securities as those originally sold by the Fund,
but only securities which are “substantially identical.” To be considered
“substantially identical,” the securities returned to a Fund generally must: 1)
be collateralized by the same types of underlying mortgages; 2) be issued by the
same agency and be part of the same program; 3) have a similar original stated
maturity; 4) have identical net coupon rates; 5) have similar market yields (and
therefore price); and 6) satisfy “good delivery” requirements, meaning that the
aggregate principal amounts of the securities delivered and received back must
be within 0.01% of the initial amount delivered.
Each
Fund also may effect simultaneous purchase and sale transactions that are known
as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement,
except that in a sale-buyback, the counterparty who purchases the security is
entitled to receive any principal or interest payments made on the underlying
security pending settlement of the Fund's repurchase of the underlying security.
Restricted
and Illiquid Securities
A
Fund may experience difficulty in valuing and selling illiquid securities and,
in some cases, may be unable to value or sell certain illiquid securities for an
indefinite period of time. Illiquid securities may include a wide variety of
investments, such as (1) repurchase agreements maturing in more than seven days
(unless the agreements have demand/redemption features), (2) OTC options
contracts and certain other derivatives (including certain swap agreements), (3)
fixed time deposits that are not subject to prepayment or do not provide for
withdrawal penalties upon prepayment (other than overnight deposits), (4) loan
interests and other direct debt instruments, (5) certain municipal lease
obligations, (6) commercial paper issued pursuant to Section 4(2) of the 1933
Act, (7) thinly-traded securities, and (8) securities whose resale is restricted
under the federal securities laws or contractual provisions (including
restricted, privately placed securities that, under the federal securities laws,
generally may be resold only to qualified institutional buyers). Generally,
restricted securities may be sold only in a public offering for which a
registration statement has been filed and declared effective or in a transaction
that is exempt from the registration requirements of the Securities Act of 1933.
When registration is required, a Fund that owns restricted securities may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell a restricted security. If adverse market conditions
were to develop during such a period, the Fund might obtain a less favorable
price than existed when it decided to sell.
Illiquid
and restricted securities are priced at fair value as determined in good faith
by or under the direction of the Board. As described above, some of the Funds
have adopted investment restrictions that limit investments in illiquid
securities. The Board has adopted procedures to determine the liquidity of Rule
4(2) short-term paper and of restricted securities that may be resold under Rule
144A. Securities determined to be liquid under these procedures are excluded
from the preceding investment restriction.
Royalty
Trusts
A
royalty trust generally acquires an interest in natural resource or chemical
companies and distributes the income it receives to its investors. A sustained
decline in demand for natural resource and related products could adversely
affect royalty trust revenues and cash flows. Such a decline could result from a
recession or other adverse economic conditions, an increase in the market price
of the underlying commodity, higher taxes or other regulatory actions that
increase costs, or a shift in consumer demand. Rising interest rates could harm
the performance and limit the capital appreciation of royalty trusts because of
the increased availability of alternative investments at more competitive
yields. Fund shareholders will indirectly bear their proportionate share of the
royalty trusts' expenses.
Securitized
Products - Mortgage- and Asset-Backed Securities
The
yield characteristics of the mortgage- and asset-backed securities in which a
Fund may invest differ from those of traditional debt securities. Among the
major differences are that the interest and principal payments are made more
frequently on mortgage- and asset-backed securities (usually monthly) and that
principal may be prepaid at any time because the underlying mortgage loans or
other assets generally may be prepaid at any time. As a result, if a Fund
purchases those securities at a premium, a prepayment rate that is faster than
expected will reduce their yield, while a prepayment rate that is slower than
expected will have the opposite effect of increasing yield. If the Fund
purchases these securities at a discount, faster than expected prepayments will
increase their yield, while slower than expected prepayments will reduce their
yield. Amounts available for reinvestment by a Fund are likely to be greater
during a period of declining interest rates and, as a result, are likely to be
reinvested at lower interest rates than during a period of rising interest
rates.
In
general, the prepayment rate for mortgage-backed securities decreases as
interest rates rise and increases as interest rates fall. However, rising
interest rates will tend to decrease the value of these securities. In addition,
an increase in interest rates may affect the volatility of these securities by
effectively changing a security that was considered a short-term security at the
time of purchase into a long-term security. Long-term securities generally
fluctuate more widely in response to changes in interest rates than short- or
medium-term securities.
The
market for privately issued mortgage- and asset-backed securities is smaller and
less liquid than the market for U.S. government mortgage-backed securities. A
collateralized mortgage obligation (“CMO”) may be structured in a manner that
provides a wide variety of investment characteristics (yield, effective
maturity, and interest rate sensitivity). As market conditions change, and
especially during periods of rapid market interest rate changes, the ability of
a CMO to provide the anticipated investment characteristics may be greatly
diminished. Increased market volatility and/or reduced liquidity may
result.
Each
Fund may invest in each of collateralized bond obligations (“CBOs”),
collateralized loan obligations (“CLOs”), other collateralized debt obligations
(“CDOs”) and other similarly structured securities. CBOs, CLOs and other CDOs
are types of asset-backed securities. A CBO is a trust which is often backed by
a diversified pool of high risk, below investment grade fixed income securities.
The collateral can be from many different types of fixed income securities such
as high yield debt, residential privately issued mortgage-related securities,
commercial privately issued mortgage-related securities, trust preferred
securities and emerging market debt. A CLO is a trust typically collateralized
by a pool of loans, which may include, among 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.
Short
Sales
A
short sale involves the sale by a fund of a security that it does not own with
the expectation of covering settlement by purchasing the same security at a
later date at a lower price. A fund may also enter into a short position by
using a derivative instrument, such as a future, forward, or swap agreement. If
the price of the security or derivative increases prior to the time the fund is
required to replace the borrowed security, then the fund will incur a loss equal
to the increase in price from the time that the short sale was entered into plus
any premiums and interest paid to the broker. Therefore, short sales involve the
risk that losses may be exaggerated, potentially losing more money than the
value of the investment.
A
“short sale against the box” is a technique that involves selling either a
security owned by a fund, or a security equivalent in kind and amount to the
security sold short that the fund has the right to obtain, at no additional
cost, for delivery at a specified date in the future. Each fund may enter into a
short sale against the box to hedge against anticipated declines in the market
price of portfolio securities. If the value of the securities sold short against
the box increases prior to the scheduled delivery date, a fund will lose
money.
Special
Purpose Acquisition Companies (“SPACs”)
Each
Fund may invest in securities of special purpose acquisition companies (“SPACs”)
or similar special purpose entities that pool funds to seek potential
acquisition opportunities. Unless and until an acquisition is completed, a SPAC
or similar entity generally maintains assets (less a portion retained to cover
expenses) in a trust account comprised of U.S. Government securities, money
market securities, and cash, and similar investments whose returns or yields may
be significantly lower than those of the Fund’s other investments. Because SPACs
and similar entities are in essence blank-check companies without an operating
history or ongoing business other than seeking acquisitions, the value of their
securities is particularly dependent on the ability of the entity’s management
to identify and complete a profitable acquisition, which may not occur. For
example, even if an acquisition or merger target is
identified,
the Fund may elect not to participate in, or vote to approve, the proposed
transaction. Moreover, an acquisition or merger once effected may prove
unsuccessful and an investment in the SPAC may lose value.
SPACs
are also subject to the following additional risks:
•The
risk that, in the case of SPACs used as an opportunity for startups to go public
without going through the traditional IPO process, such startups may become
publicly traded with potentially less due diligence than what is typical in a
traditional IPO through an underwriter and may not be experienced in facing the
challenges, expenses and risks of being a public company, including the
increased regulatory and financial scrutiny and the need to comply with
applicable governance and accounting requirements.
•SPAC
sponsors may have a potential conflict of interest to complete a deal that may
be unfavorable for other investors in the SPAC. For example, SPAC sponsors often
own warrants to acquire additional shares of the company at a fixed price, and
the exercise by the SPAC sponsor of its warrants may dilute the value of the
equity interests of other investors in the SPAC.
•Some
SPACs may pursue acquisitions only within certain industries or regions, which
may increase the volatility of their prices.
•Only
a thinly traded market for shares of or interests in a SPAC may develop, or
there may be no market at all, leaving the Fund unable to sell its interest in a
SPAC or to sell its interest only at a lower price. Investments in SPACs may
include private placements, including PIPEs, and, accordingly, may be considered
illiquid and/or be subject to restrictions on resale.
•Values
of investments in SPACs may be highly volatile and may depreciate significantly
over time.
Supranational
Entities
Each
Fund may invest in obligations of supranational entities. A supranational entity
is an entity designated or supported by national governments to promote economic
reconstruction, development or trade amongst nations. Examples of supranational
entities include the International Bank for Reconstruction and Development (also
known as the World Bank) and the European Investment Bank. Obligations of
supranational entities are subject to the risk that the governments on whose
support the entity depends for its financial backing or repayment may be unable
or unwilling to provide that support. Obligations of a supranational entity that
are denominated in foreign currencies will also be subject to the risks
associated with investments in foreign currencies.
Synthetic
Securities
Incidental
to other transactions in fixed income securities and/or for investment purposes,
a Fund also may combine options on securities with cash, cash equivalent
investments or other fixed income securities in order to create “synthetic”
securities which approximate desired risk and return profiles. This may be done
where a “non-synthetic” security having the desired risk/return profile either
is unavailable (e.g., short-term securities of certain non-U.S. governments) or
possesses undesirable characteristics (e.g., interest payments on the security
would be subject to non-U.S. withholding taxes). A Fund also may purchase
forward non-U.S. exchange contracts in conjunction with U.S. dollar-denominated
securities in order to create a synthetic non-U.S. currency denominated security
which approximates desired risk and return characteristics where the
non-synthetic securities either are not available in non-U.S. markets or possess
undesirable characteristics. The use of synthetic bonds and other synthetic
securities may involve risks different from, or potentially greater than, risks
associated with direct investments in securities and other assets. Synthetic
securities may increase other Fund risks, including market risk, liquidity risk,
and credit risk, and their value may or may not correlate with the value of the
relevant underlying asset.
Temporary
Defensive Measures/Money Market Instruments
The
Government Money Market and Money Market Funds invest all of their available
assets in money market instruments maturing in 397 days or less, with certain
exceptions permitted by applicable regulations. In addition, each Fund may make
money market investments (cash equivalents), without limit, pending other
investment or settlement, for liquidity, or in adverse market conditions.
Following are descriptions of the types of money market instruments that each
Fund may purchase:
• U.S.
Government Securities - Securities issued or guaranteed by the U.S. government,
including treasury bills, notes, and bonds.
• U.S.
Government Agency Securities - Obligations issued or guaranteed by agencies or
instrumentalities of the U.S. government.
• U.S.
agency obligations include, but are not limited to, the Bank for Cooperatives,
Federal Home Loan Banks, and Federal Intermediate Credit Banks.
• U.S.
instrumentality obligations include, but are not limited to, the Export-Import
Bank, Federal Home Loan Mortgage Corporation, and Federal National Mortgage
Association.
Some
obligations issued or guaranteed by U.S. government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury. Others, such as those issued by the Federal National Mortgage
Association, are supported by discretionary authority of the U.S. government to
purchase certain obligations of the agency or instrumentality. Still others,
such as those issued by the Student Loan Marketing Association, are supported
only by the credit of the agency or instrumentality.
• Bank
Obligations - Certificates of deposit, time deposits and bankers' acceptances of
U.S. commercial banks having total assets of at least one billion dollars and
overseas branches of U.S. commercial banks and foreign banks, which in the
opinion of those managing the fund's investments, are of comparable quality. The
Fund may acquire obligations of U.S. banks that are not members of the Federal
Reserve System or of the Federal Deposit Insurance Corporation.
Certificates
of deposit are negotiable certificates issued against funds deposited in a
commercial bank for a definite period of time and earning a specified return.
Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn
by an importer or exporter to pay for specific merchandise, which are “accepted”
by a bank, meaning, in effect, that the bank unconditionally agrees to pay the
face value of the instrument on maturity. Fixed time deposits are bank
obligations payable at a stated maturity date and bearing interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits.
Obligations
of foreign banks and obligations of overseas branches of U.S. banks are subject
to somewhat different regulations and risks than those of U.S. domestic banks.
For example, an issuing bank may be able to maintain that the liability for an
investment is solely that of the overseas branch which could expose a Fund to a
greater risk of loss. In addition, obligations of foreign banks or of overseas
branches of U.S. banks may be affected by governmental action in the country of
domicile of the branch or parent bank. Examples of adverse foreign governmental
actions include the imposition of currency controls, the imposition of
withholding taxes on interest income payable on such obligations, interest
limitations, seizure or nationalization of assets, or the declaration of a
moratorium. Deposits in foreign banks or foreign branches of U.S. banks are not
covered by the Federal Deposit Insurance Corporation and that the selection of
those obligations may be more difficult because there may be less publicly
available information concerning foreign banks or the accounting, auditing and
financial reporting standards, practices and requirements applicable to foreign
banks may differ from those applicable to United States banks. Foreign banks are
not generally subject to examination by any United States Government agency or
instrumentality. A Fund only buys short-term instruments where the risks of
adverse governmental action are believed by those managing the fund's
investments to be minimal. A Fund considers these factors, along with other
appropriate factors, in making an investment decision to acquire such
obligations. It only acquires those which, in the opinion of management, are of
an investment quality comparable to other debt securities bought by the
Fund.
A
certificate of deposit is issued against funds deposited in a bank or savings
and loan association for a definite period of time, at a specified rate of
return. Normally they are negotiable. However, a Fund occasionally may invest in
certificates of deposit which are not negotiable. Such certificates may provide
for interest penalties in the event of withdrawal prior to their maturity. A
bankers' acceptance is a short-term credit instrument issued by corporations to
finance the import, export, transfer, or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity and reflect the
obligation of both the bank and drawer to pay the face amount of the instrument
at maturity.
• Commercial
Paper - Short-term promissory notes issued by U.S. or foreign
corporations.
• Short-term
Corporate Debt - Corporate notes, bonds, and debentures that at the time of
purchase have 397 days or less remaining to maturity, with certain exceptions
permitted by applicable regulations.
• Repurchase
Agreements - Instruments under which securities are purchased from a bank or
securities dealer with an agreement by the seller to repurchase the securities
at the same price plus interest at a specified rate.
• Taxable
Municipal Obligations - Short-term obligations issued or guaranteed by state and
municipal issuers which generate taxable income.
Warrants
and Rights
The
Funds may invest in warrants and rights. A warrant is an instrument that gives
the holder a right to purchase a given number of shares of a particular security
at a specified price until a stated expiration date. Buying a warrant generally
can provide a greater potential for profit or loss than an investment of
equivalent amounts in the underlying
common
stock. The market value of a warrant does not necessarily move with the value of
the underlying securities. If a holder does not sell the warrant, it risks the
loss of its entire investment if the market price of the underlying security
does not, before the expiration date, exceed the exercise price of the warrant.
Investment in warrants is a speculative activity. Warrants pay no dividends and
confer no rights (other than the right to purchase the underlying securities)
with respect to the assets of the issuer. A right is a privilege granted to
existing shareholders of a corporation to subscribe for shares of a new issue of
common stock before it is issued. Rights normally have a short life, usually two
to four weeks, are freely transferable and entitle the holder to buy the new
common stock at a lower price than the public offering price.
When-Issued,
Delayed Delivery, and Forward Commitment Transactions
Each
of the Funds may purchase or sell securities on a when-issued, delayed delivery,
or forward commitment basis. Typically, no income accrues on securities a Fund
has committed to purchase prior to the time delivery of the securities is
made.
When
purchasing a security on a when-issued, delayed delivery, or forward commitment
basis, the Fund assumes the rights and risks of ownership of the security,
including the risk of price and yield fluctuations, and takes such fluctuations
into account when determining its net asset value. Because the Fund is not
required to pay for the security until the delivery date, these risks are in
addition to the risks associated with the Fund's other investments. If the Fund
remains substantially fully invested at a time when when-issued, delayed
delivery, or forward commitment purchases are outstanding, the purchases may
result in a form of leverage.
When
the Fund has sold a security on a when-issued, delayed delivery, or forward
commitment basis, the Fund does not participate in future gains or losses with
respect to the security. If the other party to a transaction fails to deliver or
pay for the securities, the Fund could miss a favorable price or yield
opportunity or could suffer a loss. A Fund may dispose of or renegotiate a
transaction after it is entered into, and may sell when-issued, delayed
delivery, or forward commitment securities before they are delivered, which may
result in a capital gain or loss. There is no percentage limitation on the
extent to which the Funds may purchase or sell securities on a when-issued,
delayed delivery, or forward commitment basis.
LEADERSHIP
STRUCTURE AND BOARD
PFI's
Board has overall responsibility for overseeing PFI's operations in accordance
with the 1940 Act, other applicable laws, and PFI's charter. Each Board Member
serves on the Boards of the following investment companies sponsored by
Principal Life Insurance Company: Principal Funds, Inc. ("PFI"), Principal
Variable Contracts Funds, Inc. (“PVC”), Principal Exchange-Traded Funds
("PETF"), and Principal Diversified Select Real Asset Fund ("PDSRA"), which are
collectively referred to in this SAI as the "Fund Complex." Board Members who
are affiliated persons of any investment advisor, the principal distributor, or
the principal underwriter of the Fund Complex are considered “interested
persons” of the Funds (as defined in the 1940 Act) and are referred to in this
SAI as "Interested Board Members." Board Members who are not Interested Board
Members are referred to as "Independent Board Members."
Each
Board Member generally serves until the next annual meeting of shareholders or
until such Board Member’s earlier death, resignation, or removal. Independent
Board Members have a 72-year age limit and, for Independent Board Members
elected on or after September 14, 2021, a 72-year age limit or a 15-year term
limit, whichever occurs first. The Board may waive the age or term limits in the
Board’s discretion. The Board elects officers to supervise the day-to-day
operations of the Fund Complex. Officers serve at the pleasure of the Board, and
each officer has the same position with each investment company in the Fund
Complex.
The
Board meets in regularly scheduled meetings eight times throughout the year.
Board meetings may occur in-person, by telephone, or virtually. In addition, the
Board holds special meetings or informal conference calls to discuss specific
matters that may arise or require action between regular meetings. Independent
Board Members also meet annually to consider renewal of advisory contracts.
The
Chairman of the Board is an interested person of the Fund Complex. The
Independent Board Members have appointed a lead Independent Board Member whose
role is to review and approve, with the Chairman, each Board meeting's agenda
and to facilitate communication between and among the Independent Board Members,
management, and the full Board. The Board's leadership structure is appropriate
for the Fund Complex given its characteristics and circumstances, including the
number of portfolios, variety of asset classes, net assets, and distribution
arrangements. The appropriateness of this structure is enhanced by the
establishment and allocation of responsibilities among the following Committees,
which report their activities to the Board on a regular basis.
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Committee
and Independent Board Members |
Primary
Purpose and Responsibilities |
Meetings
Held During the Last Fiscal Year |
15(c)
Committee
Fritz
S. Hirsch, Chair
Padel
L. Lattimer
Karrie
McMillan
Meg
VanDeWeghe |
The
Committee’s primary purpose is to assist the Board in performing the
annual review of the Funds’ advisory and sub-advisory agreements pursuant
to Section 15(c) of the 1940 Act. The Committee is responsible for
requesting and reviewing related materials. |
4 |
Audit
Committee
Victor
Hymes, Chair
Leroy
T. Barnes, Jr.
Elizabeth
A. Nickels
Meg
VanDeWeghe |
The
Committee’s primary purpose is to assist the Board by serving as an
independent and objective party to monitor the Fund Complex’s accounting
policies, financial reporting and internal control system, as well as the
work of the independent registered public accountants. The Audit Committee
assists Board oversight of 1) the integrity of the Fund Complex’s
financial statements; 2) the Fund Complex’s compliance with certain legal
and regulatory requirements; 3) the independent registered public
accountants’ qualifications and independence; and 4) the performance of
the Fund Complex’s independent registered public accountants. The Audit
Committee also provides an open avenue of communication among the
independent registered public accountants, PGI’s internal auditors, Fund
Complex management, and the Board. |
9 |
Executive
Committee
Timothy
M. Dunbar, Chair
Craig
Damos
Patrick
G. Halter |
The
Committee’s primary purpose is to exercise certain powers of the Board
when the Board is not in session. When the Board is not in session, the
Committee may exercise all powers of the Board in the management of the
Fund Complex’s business except the power to 1) issue stock, except as
permitted by law; 2) recommend to the shareholders any action that
requires shareholder approval; 3) amend the bylaws; or 4) approve any
merger or share exchange that does not require shareholder
approval. |
None |
Nominating
and Governance Committee
Elizabeth
A. Nickels, Chair
Craig
Damos
Fritz
S. Hirsch
Victor
Hymes |
The
Committee’s primary purpose is to oversee the structure and efficiency of
the Board and the committees. The Committee is responsible for evaluating
Board membership and functions, committee membership and functions,
insurance coverage, and legal matters. The Committee’s nominating
functions include selecting and nominating Independent Board Member
candidates for election to the Board. Generally, the Committee requests
nominee suggestions from Board Members and management. In addition, the
Committee considers candidates recommended by shareholders of the Fund
Complex. Recommendations should be submitted in writing to the Principal
Funds Complex Secretary, in care of the Principal Funds Complex, 711 High
Street, Des Moines, IA 50392. Such recommendations must include all
information specified in the Committee’s charter and must conform with the
procedures set forth in Appendix A thereto, which can be found at
https://secure02.principal.com/publicvsupply/GetFile?fm=MM13013&ty=VOP&EXT=.VOP.
Examples of such information include the nominee’s biographical
information; relevant educational and professional background of the
nominee; the number of shares of each Fund owned of record and
beneficially by the nominee and by the recommending shareholder; any other
information regarding the nominee that would be required to be disclosed
in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for the election of board members;
whether the nominee is an “interested person” of the Funds as defined in
the 1940 Act; and the written consent of the nominee to be named as a
nominee and serve as a board member if elected.
When
evaluating a potential nominee for Independent Board Member, the Committee
may consider, among other factors: educational background; relevant
business and industry experience; whether the person is an “interested
person” of the Funds as defined in the 1940 Act; and whether the person is
willing to serve, and willing and able to commit the time necessary to
attend meetings and perform the duties of an Independent Board Member. In
addition, the Committee may consider whether a candidate’s background,
experience, skills and views would complement the background, experience,
skills and views of other Board Members and would contribute to the
diversity of the Board. The Committee meets with nominees and conducts a
reference check. The final decision is based on a combination of factors,
including the strengths and the experience an individual may bring to the
Board. The Board does not regularly use the services of professional
search firms to identify or evaluate potential candidates or nominees.
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5 |
Operations
Committee
Karrie
McMillan, Chair
Craig
Damos
Padel
L. Lattimer |
The
Committee’s primary purpose is to review and oversee the provision of
administrative and distribution services to the Fund Complex,
communications with the Fund Complex’s shareholders, and the Fund
Complex’s operations. |
4 |
Risk
oversight forms part of the Board's general oversight of the Fund Complex. The
Board has appointed a Chief Compliance Officer who oversees the implementation
and testing of the Funds' compliance program and reports to the Board regarding
compliance matters for the Funds and principal service providers. As part of its
regular risk oversight functions, the Board, directly or through a Committee,
interacts with and reviews reports from, among others: Fund Complex management,
sub-advisors, the Chief Compliance Officer, independent registered public
accounting firm, and internal auditors for PGI or its affiliates, as
appropriate. The Board, with the assistance of Fund management and PGI, reviews
investment policies and risks in connection with its review of Fund Complex
performance. In addition, as part of the Board's periodic review of advisory,
sub-advisory, and other service provider agreements, the Board may consider risk
management aspects of their operations and the functions for which they are
responsible. With respect to valuation, the Board has designated PGI as the
Funds' valuation designee, as
permitted
by SEC Rule 2a-5, where PGI is responsible for the day-to-day valuation and
oversight responsibilities of the Funds, subject to the Board's oversight. PGI
has established a Valuation Committee to fulfill its oversight responsibilities
as the Funds' valuation designee.
Each
Board Member has significant prior senior management and/or board experience.
Board Members are selected and retained based upon their skills, experience,
judgment, analytical ability, diligence and ability to work effectively with
other Board Members, a commitment to the interests of shareholders and, for each
Independent Board Member, a demonstrated willingness to take an independent and
questioning view of management. In addition to these general qualifications, the
Board seeks members who build upon the Board's diversity. Below is a brief
discussion of the specific education, experience, qualifications, or skills that
led to the conclusion that each person identified below should serve as a Board
Member. As required by rules adopted under the 1940 Act, the Independent Board
Members select and nominate all candidates for Independent Board Member
positions.
Independent
Board Members
Leroy
T. Barnes, Jr.
Mr. Barnes has served as an Independent Board Member of the Fund Complex since
2012. From 2001-2005, Mr. Barnes served as Vice President and Treasurer of
PG&E Corporation. From 1997-2001, Mr. Barnes served as Vice President and
Treasurer of Gap, Inc. Through his education, employment experience, and
experience as a board member, Mr. Barnes is experienced with financial,
accounting, regulatory and investment matters.
Craig
Damos.
Mr. Damos has served as an Independent Board Member of the Fund Complex since
2008. Since 2011, Mr. Damos has served as the President of The Damos Company.
Mr. Damos served as President and Chief Executive Officer of Weitz Company from
2006-2010; Vertical Growth Officer of Weitz Company from 2004-2006; and Chief
Financial Officer of Weitz Company from 2000-2004. From 2005-2008, Mr. Damos
served as a director of West Bank. Through his education, employment experience,
and experience as a board member, Mr. Damos is experienced with financial,
accounting, regulatory and investment matters.
Fritz
S. Hirsch.
Mr. Hirsch has served as an Independent Board Member of the Fund Complex since
2005. From 2011-2015, Mr. Hirsch served as CEO of MAM USA. He served as
President and Chief Executive Officer of Sassy, Inc. from 1986-2009, and Chief
Financial Officer of Sassy, Inc. from 1983-1985. Through his education,
employment experience, and experience as a board member, Mr. Hirsch is
experienced with financial, accounting, regulatory and investment
matters.
Victor
Hymes.
Mr. Hymes has served as an Independent Board Member of the Fund Complex since
2020. He currently serves as Founder and Managing Member of Legato Capital
Management, LLC. Over the past thirty years, Mr. Hymes has served in the roles
of CEO, CIO, portfolio manager and other senior management positions with
investment management firms. At Zurich Scudder Investments, Inc., Mr. Hymes was
responsible for leading the firm's $80 billion institutional business. Prior to
that, he held positions with Goldman, Sachs & Co. and Kidder, Peabody &
Co. Mr. Hymes has served on numerous boards, and has chaired four investment
committees over the past two decades.
Through
his education, employment experience and experience as a board member, Mr. Hymes
is experienced with financial, regulatory and investment matters.
Padelford
("Padel") L. Lattimer.
Mr. Lattimer has served as an Independent Board Member of the Fund Complex since
2020. He currently serves as Managing Partner for TBA Management Consulting LLC.
For more than twenty years, Mr. Lattimer served in various capacities at
financial services companies, including as a senior managing director for TIAA
Cref Asset Management (2004-2010), First Vice President at Mellon Financial
Corporation (2002-2004), and in product management roles at Citibank
(2000-2002). Through his education, employment experience and experience as a
board member, Mr. Lattimer is experienced with financial, regulatory and
investment matters.
Karen
("Karrie”) McMillan.
Ms. McMillan has served as an
Independent Board Member of the Fund Complex since
2014. Ms. McMillan is the founder and owner of Tyche Consulting LLC. From
2007-2014, Ms. McMillan served as general counsel to the Investment Company
Institute. Prior to that (from 1999-2007), she worked as an attorney in private
practice, specializing in the mutual fund industry. From 1991-1999, she served
in various roles as counsel at the SEC, Division of Investment Management,
including as Assistant Chief Counsel. Through her professional education,
experience as an attorney, and experience as a board member, Ms. McMillan is
experienced in financial, investment and regulatory matters.
Elizabeth
A. Nickels.
Ms.
Nickels has served as an Independent Board Member of the Fund Complex since
2015. Ms. Nickels currently serves as a director of SpartanNash. From 2008 to
2017, she served as a director of the not-for-profit Spectrum Health System;
from 2014 to 2016, she served as a director of Charlotte Russe; from 2014 to
2015, she served as a director of Follet Corporation; and from 2013 to 2015, she
served as a director of PetSmart. Ms. Nickels was formerly employed by Herman
Miller, Inc. in several capacities: from 2012 to 2014, as the Executive Director
of the Herman Miller Foundation; from 2007 to 2012, as President of Herman
Miller Healthcare; and from 2000 to 2007, as Chief Financial Officer. Through
her education, employment experience, and experience as a board member, Ms.
Nickels is experienced with financial, accounting and regulatory
matters.
Mary
M. (“Meg”) VanDeWeghe. Ms.
VanDeWeghe has served as an Independent Board Member of the Fund Complex since
2018. She is CEO and President of Forte Consulting, Inc., and was previously
employed as a Finance Professor at Georgetown University from 2009-2016, Senior
Vice President - Finance at Lockheed Martin Corporation from 2006-2009, a
Finance Professor at the University of Maryland from 1996-2006, and in various
positions at J.P. Morgan from 1983-1996. Ms. VanDeWeghe currently serves as a
director of Helmerich & Payne (2019-present) and previously served as a
director of Denbury Resources Inc. from 2019-2020, Brown Advisory from
2003-2018, B/E Aerospace from 2014-2017, WP Carey from 2014-2017, and Nalco (and
its successor Ecolab) from 2009-2014. Through her education, employment
experience, and experience as a board member, Ms. VanDeWeghe is experienced with
financial, investment and regulatory matters.
Interested
Board Members
Timothy
M. Dunbar. Mr.
Dunbar has served as Chair of the Fund Complex since 2019. From 2018 through
November 2020, Mr. Dunbar served as President of Global Asset Management for
Principal®,
overseeing all of Principal’s asset management capabilities, including with
respect to PGI, PLIC, and PFSI, among others. He also has served on numerous
boards of directors of Principal®
affiliates, including PGI and Post, and in various other positions since joining
Principal®
in 1986 through his retirement in January 2021. Through his education and
employment experience, Mr. Dunbar is experienced with financial, accounting,
regulatory and investment matters.
Patrick
G. Halter. Mr.
Halter has served as a Board Member of the Fund Complex since 2017. Mr. Halter
also serves as President for Global Asset Management for Principal®
and as Chief Executive Officer, President and Chair of PGI, and Chief Executive
Officer, President and Chair of Principal Real Estate Investors. He serves on
numerous boards of directors of Principal®
affiliates and has served in various other positions since joining
Principal®
in 1984. Through his education and employment experience, Mr. Halter is
experienced with financial, accounting, regulatory and investment
matters.
Additional
Information Regarding Board Members and Officers
The
following tables present additional information regarding the Board Members and
Fund Complex officers, including their principal occupations which, unless
specific dates are shown, are of more than five years duration. For each Board
Member, the tables also include information concerning other directorships held
in reporting companies under the Securities Exchange Act of 1934 or registered
investment companies under the 1940 Act.
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INDEPENDENT
BOARD MEMBERS |
Name,
Address, and Year of Birth |
Board
Positions Held with Fund Complex |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios Overseen in Fund Complex |
Other
Directorships Held During Past 5 Years |
Leroy
T. Barnes, Jr.
711
High Street
Des
Moines, IA 50392
1951 |
Director,
PFI and PVC (since 2012) Trustee, PETF (since 2014)
Trustee,
PDSRA (since 2019) |
Retired
|
131 |
McClatchy
Newspapers, Inc.; Frontier Communications, Inc.; formerly, Herbalife
Ltd. |
Craig
Damos
711
High Street
Des
Moines, IA 50392
1954 |
Lead
Independent Board Member
(since
2020)
Director,
PFI and PVC (since 2008) Trustee, PETF (since 2014)
Trustee,
PDSRA (since 2019) |
President,
C.P. Damos Consulting LLC (consulting services) |
131 |
None |
Fritz
S. Hirsch
711
High Street
Des
Moines, IA 50392
1951 |
Director,
PFI and PVC (since 2005) Trustee, PETF (since 2014)
Trustee,
PDSRA (since 2019)
|
February
2020 to October 2020, Interim CEO, MAM USA (manufacturer of infant and
juvenile products) |
131 |
MAM
USA |
Victor
Hymes
711
High Street
Des
Moines, IA 50392
1957 |
Director,
PFI and PVC (since 2020) Trustee, PETF (since 2020)
Trustee,
PDSRA (since 2020) |
Founder
and Managing Member of Legato Capital Management, LLC (investment
management company) |
131 |
Formerly,
Montgomery Street Income Securities
Inc. |
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INDEPENDENT
BOARD MEMBERS |
Name,
Address, and Year of Birth |
Board
Positions Held with Fund Complex |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios Overseen in Fund Complex |
Other
Directorships Held During Past 5 Years |
Padelford
("Padel") L. Lattimer
711
High Street
Des
Moines, IA 50392
1961 |
Director,
PFI and PVC (since 2020) Trustee, PETF (since 2020)
Trustee,
PDSRA (since 2020) |
Managing
Partner, TBA Management Consulting LLC (management consutling and staffing
company) |
131 |
None |
Karen
(“Karrie”) McMillan 711 High Street Des Moines, IA
50392 1961 |
Director,
PFI and PVC (since 2014) Trustee, PETF (since 2014) Trustee, PDSRA
(since 2019) |
Founder/Owner,
Tyche Consulting LLC (coinsulting services) Formerly, Managing
Director, Patomak Global Partners, LLC (financial services
consulting) |
131 |
None |
Elizabeth
A. Nickels 711 High Street Des Moines, IA 50392 1962 |
Director,
PFI and PVC (since 2015) Trustee, PETF (since 2015) Trustee, PDSRA
(since 2019) |
Retired |
131 |
SpartanNash |
Mary
M. (“Meg”) VanDeWeghe 711 High Street Des Moines, IA
50392 1959 |
Director,
PFI and PVC (since 2018) Trustee, PETF (since 2018) Trustee, PDSRA
(since 2019) |
CEO
and President, Forte Consulting, Inc. (financial and management
consulting) |
131 |
Helmerich
& Payne; Formerly: Brown Advisory; Denbury Resources
Inc. |
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INTERESTED
BOARD MEMBERS |
Name,
Address, and Year of Birth |
Board
Positions Held
with
Fund Complex |
Positions
with PGI
and
its affiliates;
Principal
Occupation(s)
During
Past 5 Years**
(unless
noted otherwise) |
Number
of Portfolios Overseen in Fund Complex |
Other
Directorships Held During Past 5 Years |
Timothy
M. Dunbar 711 High Street Des Moines, IA 50392 1957 |
Chair
(since 2019) Director, PFI and PVC (since 2019) Trustee, PETF
(since 2019) Trustee, PDSRA (since 2019) |
President-PGAM,
PGI (2018-2021)
Director,
PGI (2018-2020)
Division
President, PFSI and PLIC (2020-2021) Executive Vice President and Chief
Investment Officer, PFSI and PLIC (2014-2018)
President-PGAM,
PFSI and PLIC (2018-2020)
Director,
Post (2018-2020)
Chair
and Executive Vice President, RobustWealth, Inc.
(2018-2020) |
131 |
None |
Patrick
G. Halter 711 High Street Des Moines, IA 50392 1959 |
Director,
PFI and PVC (since 2017) Trustee, PETF (since 2017) Trustee, PDSRA
(since 2019) |
Chair,
PGI (since 2018)
Chief
Executive Officer and President, PGI (since 2018)
Chief
Operating Officer, PGI (2017-2018)
Director,
PGI (2003-2018)
Director,
Origin (2018-2019)
President–PGAM,
PFSI and PLIC (since 2020)
Chief
Executive Officer and President, PLIC (2018-2020)
Chair,
Post (2017-2020)
Director,
Post (since 2017)
Chair,
Principal–REI (since 2004)
President-PGAM,
Principal-REI (since 2022)
Chief
Executive Officer and President, Principal-REI (2018- 2021)
Chief
Executive Officer, Principal–REI (2005-2018)
Director,
Spectrum (since 2022)
Chair,
Spectrum (2017-2022) |
131 |
None |
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FUND
COMPLEX OFFICERS |
Name,
Address
and
Year of Birth |
Position(s)
Held
with
Fund Complex |
Positions
with PGI and its Affiliates;
Principal
Occupations During Past 5 Years** |
Kamal
Bhatia 711 High Street Des Moines, IA 50392 1972 |
President
and Chief Executive Officer (since 2019) |
Director,
PGI (since 2019) President-Principal Funds, PGI (since
2019) Director, PFD (since 2019) Senior Executive Director and Chief
Operating Officer, PGI, PFSI, and PLIC (since 2020) President-Principal
Funds, PFSI and PLIC (2019-2020) Director, Post (since
2020) Director, Principal - REI (since 2020) Senior Executive
Director and Chief Operating Officer, Principal - REI
(since 2022) Executive Vice President, PSS
(2019-2022) Chair, PSS (2019 - 2022) Director, Spectrum (since
2021) Principal Executive Officer, OPC Private Capital
(2017-2019) Senior Vice President, Oppenheimer Funds
(2011-2019) |
Randy
D. Bolin 711 High Street Des Moines, IA 50392 1961 |
Assistant
Tax Counsel (since 2020) |
Vice
President/Associate General Counsel, PGI (since 2016)
Vice
President/Associate General Counsel, PFSI (since 2013)
Vice
President/Associate General Counsel, PLIC (since 2013) |
Beth
Graff
711
High Street
Des
Moines, IA 50392
1968 |
Vice
President and Assistant Controller
(since
2021)
|
Director
– Fund Accounting, PLIC (since 2016)
|
Gina
L. Graham 711 High Street Des Moines, IA 50392 1965 |
Treasurer
(since 2016) |
Vice
President and Treasurer, PGI (since 2016) Vice President and Treasurer,
PFD (since 2016) Vice President and Treasurer, PFSI (since
2016) Vice President and Treasurer, PLIC (since 2016) Vice President
and Treasurer, Principal - REI (since 2017) Vice President and
Treasurer, PSI (since 2016) Vice President and Treasurer, PSS (since
2016) Vice President and Treasurer, RobustWealth, Inc. (since
2018) |
Megan
Hoffmann
711
High Street
Des
Moines, IA 50392
1979 |
Vice
President and Controller (since 2021) |
Director
– Accounting, PLIC (since 2020)
Assistant
Director – Accounting, PLIC (2017-2020)
|
Laura
B. Latham 711 High Street Des Moines, IA 50392 1986 |
Assistant
Counsel and Assistant Secretary (since
2018) |
Counsel,
PGI (since 2018) Counsel, PLIC (since 2018)
|
Diane
K. Nelson 711 High Street Des Moines, IA 50392 1965 |
AML
Officer (since 2016) |
Chief
Compliance Officer/AML Officer, PSS (since 2015) |
Tara
Parks
711
High Street
Des
Moines, IA 50392
1983 |
Vice
President and Assistant Controller
(since
2021) |
Director
– Accounting, PLIC (since 2019)
Tax
Manager – ALPS Fund Services (2011 – 2019) |
Deanna
Y. Pellack 711 High Street Des Moines, IA 50392 1987 |
Assistant
Counsel and Assistant Secretary (since 2022) |
Counsel,
PLIC (since 2022)
Vice
President, The Northern Trust Company (2019-2022)
Second
Vice President, The Northern Trust Company (2014-2019) Secretary, Advisers
Investment Trust (2021-2022)
Assistant
Secretary, Advisers Investment Trust (2018-2021) |
Sara
L. Reece 711 High Street Des Moines, IA 50392 1975 |
Vice
President and Chief Operating Officer (since 2021)
Vice
President and Controller (2016-2021) |
Managing
Director – Global Fund Ops, PLIC (since 2021)
Managing
Director – Financial Analysis/ Planning, PLIC (2021)
Director
– Accounting, PLIC (2015-2021) |
Teri
R. Root 711 High Street Des Moines, IA 50392 1979 |
Chief
Compliance Officer (since 2018) Interim Chief Compliance Officer
(2018) Deputy Chief Compliance
Officer (2015-2018) |
Chief
Compliance Officer - Funds, PGI (since 2018) Deputy Chief Compliance
Officer, PGI (2017-2018) Vice President, PSS (since 2015) |
Michael
Scholten
711
High Street
Des
Moines, IA 50392
1979 |
Chief
Financial Officer (since 2021) |
Chief
Operations Officer, PFD (since 2022)
Chief
Financial Officer, PFD (2016-2022)
Assistant
Vice President and Actuary, PLIC (since 2021)
Chief
Financial Officer – Funds/Platforms, PLIC (since 2015)
Chief
Financial Officer, PSS (since 2015) |
Adam
U. Shaikh 711 High Street Des Moines, IA 50392 1972 |
Assistant
Secretary (since 2022) Assistant Counsel (since 2006) |
Assistant
General Counsel, PGI (since 2018) Counsel, PGI (2017-2018) Counsel,
PLIC (since 2006) |
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|
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|
FUND
COMPLEX OFFICERS |
Name,
Address
and
Year of Birth |
Position(s)
Held
with
Fund Complex |
Positions
with PGI and its Affiliates;
Principal
Occupations During Past 5 Years** |
John
L. Sullivan 711 High Street Des Moines, IA 50392 1970 |
Assistant
Counsel and Assistant Secretary (since
2019) |
Counsel,
PGI (since 2020) Counsel, PLIC (since 2019) Prior thereto, Attorney
in Private Practice |
Dan
L. Westholm 711 High Street Des Moines, IA 50392 1966 |
Assistant
Treasurer (since 2006) |
Assistant
Vice President-Treasury, PGI (since 2013) Assistant Vice
President-Treasury, PFD (since 2013) Assistant Vice President-Treasury,
PLIC (since 2014) Assistant Vice President-Treasury, PSI (since
2013) Assistant Vice President-Treasury, PSS (since 2013) |
Beth
C. Wilson 711 High Street Des Moines, IA 50392 1956 |
Vice
President and Secretary (since 2007) |
Director
and Secretary-Funds, PLIC (since 2007) |
Clint
L. Woods 711 High Street Des Moines, IA 50392 1961 |
Counsel,
Vice President, and Assistant Secretary (since 2018)
Of Counsel (2015-2018)
|
Vice
President, Associate General Counsel, and Assistant
Secretary,
PGI
(since 2021)
Vice
President, Associate General Counsel, and Secretary
PGI
(2020-2021)
PFD
(since 2022)
PSI
(since 2021)
PSS
(since 2021)
Vice
President, Associate General Counsel, Governance Officer, and
Secretary
Principal
- REI (since 2020)
Vice
President, Associate General Counsel, Governance Officer, and Assistant
Corporate Secretary
PGI
(2018-2020)
PFSI
(since 2015)
PLIC
(since 2015)
Principal
- REI (2020)
Vice
President, Associate General Counsel, and Assistant Corporate
Secretary
PFD
(2019-2022)
PSI
(2019-2021)
PSS
(2019-2021)
RobustWealth,
Inc. (since 2019)
Secretary
Post
(2020-2021)
Spectrum
(2020-2021)
Assistant
Secretary
Post
(since 2021)
Spectrum
(since 2021) |
Jared
A. Yepsen 711 High Street Des Moines, IA 50392 1981 |
Assistant
Tax Counsel (since 2017) |
Counsel,
PGI (2017-2019) Counsel, PLIC (since
2015) |
|
|
|
|
|
|
Abbreviations
used: |
|
|
|
Origin
Asset Management LLP (Origin) |
Principal
Life Insurance Company (PLIC) |
Post
Advisory Group, LLC (Post) |
Principal
Real Estate Investors, LLC (Principal - REI) |
Principal
Financial Services, Inc. (PFSI) |
Principal
Securities, Inc. (PSI) |
Principal
Funds Distributor, Inc. (PFD) |
Principal
Shareholder Services, Inc. (PSS) |
Principal
Global Asset Management (PGAM) |
Spectrum
Asset Management, Inc. (Spectrum) |
Principal
Global Investors, LLC (PGI) |
|
Board
Member Ownership of Securities
The
following tables set forth the dollar range of the equity securities of Funds
included in this SAI, and aggregate dollar range of the equity securities of the
funds in the Fund Complex, that were beneficially owned by the Board Members as
of December 31, 2021. As of that date, Board Members did not own shares of
the Funds included in this SAI that are not listed.
For
the purpose of these tables, beneficial ownership means a direct or indirect
pecuniary interest. Only Interested Board Members are eligible to participate in
an employee benefit program that invests in the Fund Complex. Board Members who
beneficially owned shares of the series of PVC did so through variable life
insurance and variable annuity contracts. Please note that exact dollar amounts
of securities held are not listed. Rather, ownership is listed based on the
following dollar ranges:
A $0
B $1
up to and including $10,000
C $10,001
up to and including $50,000
D $50,001
up to and including $100,000
E $100,001
or more
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|
Independent
Board Members |
Fund
|
Barnes |
Damos |
Hirsch |
Hymes(1) |
Lattimer(1) |
McMillan |
Nickels |
VanDeWeghe |
Core
Fixed Income |
A |
A |
A |
E |
A |
A |
A |
A |
Core
Plus Bond |
A |
E |
C |
A |
A |
A |
A |
A |
Diversified
Income |
E |
A |
D |
E |
A |
D |
B |
A |
Diversified
International |
A |
A |
D |
D |
A |
A |
A |
A |
Equity
Income |
A |
E |
A |
A |
A |
A |
A |
A |
Global
Emerging Markets |
A |
A |
C |
A |
A |
A |
A |
A |
Global
Real Estate Securities |
A |
A |
C |
D |
A |
A |
A |
A |
High
Yield |
A |
A |
C |
A |
A |
A |
A |
A |
LargeCap
S&P 500 Index |
A |
A |
E |
A |
A |
A |
A |
A |
MidCap |
A |
E |
A |
A |
A |
A |
E |
A |
Principal
LifeTime 2030 |
A |
A |
E |
A |
A |
A |
A |
A |
Real
Estate Securities |
A |
A |
A |
D |
A |
A |
A |
A |
SAM
Conservative Growth |
A |
E |
A |
A |
A |
A |
A |
A |
SmallCap |
A |
E |
A |
A |
A |
A |
A |
A |
Total
Fund Complex |
E |
E |
E |
E |
A |
E |
E |
E |
(1)
Appointment effective December 15, 2020.
|
|
|
|
|
|
|
|
|
Interested
Board Members |
Fund |
Dunbar |
Halter |
Equity
Income |
A |
E |
Government
High Quality Bond |
A |
C |
LargeCap
Growth I |
D |
E |
LargeCap
S&P 500 Index |
A |
E |
Money
Market |
A |
B |
Principal
Capital Appreciation |
D |
A |
Principal
LifeTime Hybrid 2015 |
E |
A |
Principal
LifeTime Hybrid 2020 |
E |
A |
Principal
LifeTime Hybrid 2030 |
E |
A |
Total
Fund Complex |
E |
E |
Board
Member and Officer Compensation
The
Fund Complex does not pay any remuneration to its officers or to any Board
Members listed above as Interested Board Members. The Board annually considers a
proposal to reimburse PGI for certain expenses, including a portion of the Chief
Compliance Officer's compensation. If the proposal is adopted, these amounts are
allocated across all Funds based on relative net assets of each
portfolio.
Each
Independent Board Member received compensation for service as a member of the
Boards of all investment companies in the Fund Complex based on a schedule that
takes into account an annual retainer amount, the number of meetings attended,
and expenses incurred. Board Member compensation and related expenses are
allocated to each of the Funds based on the net assets of each relative to
combined net assets of the Fund Complex.
The
following table provides information regarding the compensation received by the
Independent Board Members from the Funds included in this SAI and from the Fund
Complex during the fiscal year ended October 31, 2021. On that date, there were
4 investment companies in the Fund Complex. The Fund Complex does not provide
retirement benefits or pensions to any of the Board Members.
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|
Board
Member |
Funds
in this SAI |
Fund
Complex |
Leroy
T. Barnes, Jr. |
$230,287 |
$306,000 |
Craig
Damos |
$254,793 |
$338,500 |
Fritz
S. Hirsch |
$243,119 |
$323,000 |
Victor
Hymes (1) |
$227,261 |
$301,917 |
Padelford
("Padel") L. Lattimer (1) |
$233,577 |
$310,250 |
Karen
("Karrie") McMillan |
$231,749 |
$307,900 |
Elizabeth
A. Nickels |
$241,581 |
$321,000 |
Mary
M. (“Meg”) VanDeWeghe |
$229,908 |
$305,500 |
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|
|
(1)
Appointment effective December 15, 2020.
|
INVESTMENT
ADVISORY AND OTHER SERVICES
Investment
Advisors
Principal
Global Investors, LLC (“PGI”), an indirect subsidiary of Principal Financial
Group, Inc. ("Principal®"),
serves as the manager for the Funds. Principal Management Corporation,
previously an affiliate of PGI, served as manager to the Funds prior to its
merger with and into PGI on May 1, 2017.
PGI
directly makes decisions to purchase or sell securities for each Fund, except
for those Funds or portions of Funds for which PGI has retained a sub-advisor to
provide such services, as described below.
PGI
has executed agreements with various sub-advisors. Under those sub-advisory
agreements, the sub-advisor agrees to assume the obligations of PGI to provide
investment advisory services for a specific Fund. For these services, PGI pays
each sub-advisor a fee.
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Sub-Advisor: |
AllianceBernstein
L.P. ("AllianceBernstein") is
a Delaware limited partnership, the majority limited partnership units in
which are held, directly and indirectly, by its parent company Equitable
Holdings, Inc. (“EQH”), a publicly traded holding company for a
diverse group of financial services companies. AllianceBernstein
Corporation, an indirect wholly-owned subsidiary of EQH, is the general
partner of both AllianceBernstein and AllianceBernstein Holding L.P.
(“ABH”), a publicly traded partnership. As of September 30, 2021, ABH
owned approximately 36.1% of the issued and outstanding AllianceBernstein
Units; EQH and its subsidiaries had an approximate 63.2% economic interest
in AllianceBernstein (including both the general partnership and limited
partnership interests in ABH and AllianceBernstein); and unaffiliated
holders 0.7%. |
|
|
Fund(s): |
a
portion of the assets of SmallCap Growth I |
|
|
Sub-Advisor: |
Barrow,
Hanley, Mewhinney & Strauss, LLC (doing
business as Barrow Hanley Global Investors)
("Barrow Hanley") is
an indirect subsidiary of Perpetual Limited ("Perpetual") (ASX:PPT), an
Australian financial services firm. |
|
|
Fund(s): |
a
portion of the assets of LargeCap Value III and a portion of the assets of
Overseas |
|
|
Sub-Advisor: |
BlackRock
Financial Management, Inc. (“BlackRock”)
is an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock and
its affiliates manage investment company and other portfolio
assets. |
|
|
|
Sub-Sub-Advisor:
BlackRock
International Limited is
an indirect wholly-owned subsidiary of BlackRock, Inc. |
|
|
Fund(s): |
Inflation
Protection |
|
|
|
|
|
|
|
|
Sub-Advisor: |
Brown
Advisory, LLC (“Brown”)
is a wholly-owned subsidiary of Brown Advisory Management,
LLC |
|
|
Fund(s): |
a
portion of the assets of LargeCap Growth I and a portion of the assets of
SmallCap Growth I |
|
|
Sub-Advisor: |
Causeway
Capital Management LLC (“Causeway”)
is wholly-owned by Causeway Capital Holdings LLC. |
|
|
Fund(s): |
a
portion of the assets of Overseas |
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Sub-Advisor: |
Eagle
Asset Management, Inc.
is a wholly-owned subsidiary of Carillon Tower Advisers, Inc., which is a
wholly-owned subsidiary of Raymond James Financial,
Inc. |
|
|
Fund(s): |
a
portion of the assets of MidCap Growth III |
|
|
Sub-Advisor: |
Emerald
Advisers, LLC (“Emerald”)
is a wholly-owned subsidiary of Emerald Asset Management PA, LLC, which is
51% owned by a subsidiary of 1251 Capital Group, Inc. a financial services
holding company. |
|
|
Fund(s): |
SmallCap
Growth I |
|
|
Sub-Advisor: |
Hotchkis
and Wiley Capital Management, LLC
is a limited liability company, the primary members of which are HWCap
Holdings, LLC, a limited liability company whose members are current and
former employees, and Stephens-H&W, LLC, a limited liability company
whose primary member is SF Holding Corp., a diversified holding company.
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|
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Fund(s): |
a
portion of the assets of SmallCap Value II |
|
|
Sub-Advisor: |
Insight
North America LLC (“INA”)
is a wholly-owned subsidiary of The Bank of New York Mellon Corporation, a
banking and financial services company. INA is a registered investment
advisor under the Investment Advisers Act of 1940, is regulated by the US
Securities and Exchange Commission, and is organized as a New York State
limited liability company. |
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Fund(s): |
a
portion of the assets of High Income |
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|
Sub-Advisor: |
Los
Angeles Capital Management LLC ("Los Angeles Capital")
is a California limited liability company. It is owned by key employees
through its parent holding companies, LACM Holdings, Inc. and LACM Equity
LLC (collectively, the “Parent Company”). Thomas D. Stevens, Chairman, and
Hal W. Reynolds, Chief Investment Officer, hold a controlling equity
interest in the Parent Company. |
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|
Fund(s): |
a
portion of the assets of MidCap Value I |
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Sub-Advisor: |
MetLife
Investment Management, LLC (“MIM”)
is a wholly-owned indirect subsidiary of MetLife, Inc.
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Fund(s): |
a
portion of the assets of Diversified Income |
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|
Sub-Advisor: |
Nuveen
Asset Management, LLC (“Nuveen Asset Management”),
is an investment adviser registered with the SEC, whose sole managing
member is Nuveen Funds Advisors, LLC. Nuveen Asset Management is an
indirect subsidiary of Teachers Insurance and Annuity Association of
America, which constitutes the ultimate principal owner of Nuveen Asset
Management. |
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Fund(s): |
a
portion of the assets of Diversified Income |
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|
Sub-Advisor: |
Origin
Asset Management LLP (“Origin”) is
an indirect majority-owned subsidiary of Principal Financial Services,
Inc., an affiliate of PGI, and a member of Principal®. |
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|
Fund(s): |
International
Fund I |
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|
|
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|
Sub-Advisor: |
PineBridge
Investments LLC (“PineBridge”)
is a private firm that is majority-owned by a subsidiary of Pacific
Century Group, an Asia-based private investment group. The remaining
interest in PineBridge is owned by its employees. |
|
|
Fund(s): |
a
portion of the assets of Diversified Income |
|
|
Sub-Advisor: |
Polen
Capital Credit, LLC (“Polen Credit”, f/k/a DDJ Capital Management,
LLC)
is a private Massachusetts limited liability company that is wholly-owned
by Polen Capital Management, LLC. Polen Capital Management, LLC, which
controls Polen Credit, is controlled by its Management Committee, which
comprises Stan C. Moss, CEO, Daniel Davidowitz, Portfolio Manager and
Analyst, and Damon Ficklin, Head of Team, Portfolio Manager and Analyst.
The Management Committee is controlled by Messrs. Moss and
Davidowitz. |
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Fund(s): |
a
portion of the assets of Diversified Income and a portion of the assets of
High Income |
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Sub-Advisor: |
Post
Advisory Group, LLC (“Post”)
is an indirect majority-owned subsidiary of Principal Financial Group,
Inc. |
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Fund(s): |
a
portion of the assets of Diversified Income and a portion of the assets of
High Income |
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Sub-Advisor: |
Principal
Real Estate Investors, LLC ("Principal - REI") is
an indirect subsidiary of Principal Financial Group,
Inc. |
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Fund(s): |
Global
Real Estate Securities, Real Estate Securities, and a portion of the
assets of Diversified Income |
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Sub-Advisor: |
Robert
W. Baird & Co. Incorporated (“Baird”)
is owned directly by Baird Financial Corporation (“BFC”). BFC is, in turn,
owned by Baird Financial Group, Inc. (“BFG”), which is the ultimate parent
company of Baird. Employees of Baird own substantially all of the
outstanding stock of BFG. |
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Fund(s): |
a
portion of the assets of MidCap Growth III |
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Sub-Advisor: |
Spectrum
Asset Management, Inc. ("Spectrum")
is an indirect subsidiary of Principal Financial Group,
Inc. |
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|
Fund(s): |
a
portion of the assets of Diversified Income |
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Sub-Advisor: |
T.
Rowe Price Associates, Inc. ("T. Rowe Price")
is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a financial
services holding company. |
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|
Fund(s): |
a
portion of the assets of LargeCap Growth I |
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Sub-Advisor: |
Vaughan
Nelson Investment Management, LP ("Vaughan Nelson")
is a subsidiary of Natixis Investment Managers, LLC. |
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|
Fund(s): |
a
portion of the assets of SmallCap Value II |
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Sub-Advisor: |
Victory
Capital Management Inc. (“Victory Capital”)
is an indirect wholly-owned subsidiary of Victory Capital Holdings, Inc.
(“VCH”), a publicly traded Delaware corporation. |
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|
Fund(s): |
a
portion of the assets of MidCap Value I |
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|
Sub-Advisor: |
Westwood
Management Corp. ("Westwood"),
a New York corporation, is a wholly-owned subsidiary of Westwood Holdings
Group, Inc., a publicly held company traded on the New York Stock
Exchange. |
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|
Fund(s): |
a
portion of the assets of LargeCap Value
III |
Affiliated
Persons of the Registrant Who are Affiliated Persons of the Advisor
For
information about affiliated persons of the Registrant who are also affiliated
persons of PGI or affiliated advisors, see the Interested Board Members and Fund
Complex Officers tables in the “Leadership Structure and Board”
section.
Codes
of Ethics
The
Registrant, PGI, PFD, and each of the sub-advisors have adopted Codes of Ethics
(“Codes”) under Rule 17j-1 of the 1940 Act. PGI and the sub-advisors have each
also adopted such a Code under Rule 204A-1 of the Investment Advisers Act of
1940. These Codes are designed to prevent, among other things, persons with
access to information regarding the portfolio trading activity of the Funds from
using that information for their personal benefit. Except in limited
circumstances, the Code for PGI and the Registrant prohibits portfolio managers
from personally trading securities that are held or traded in the actively
managed portfolios for which they are responsible. Certain sub-advisors
have adopted Codes that do not permit personnel subject to such Code to invest
in securities that may be purchased or held by a Fund. However, other
sub-advisors' Codes do permit, subject to conditions, personnel subject to the
Code to invest in securities that may be purchased or held by a Fund.
The
Registrant’s Board reviews reports at least annually regarding the operation of
the Code of Ethics of the Registrant, PGI, PFD, and each sub-advisor. A copy of
the Registrant’s Code will be provided upon request, which may be made by
contacting the Registrant.
Management
Agreement
Under
the terms of the Management Agreement with the Registrant, PGI, the investment
advisor, is entitled to receive a fee computed and accrued daily and payable
monthly, at the following annual rates, for providing investment advisory
services and specified other services. The management fee schedule for each Fund
is as follows (expressed as a percentage of average net assets):
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Fund |
First
$500
million |
Next
$500
million |
Next
$500
million |
Over
$1.5
billion |
California
Municipal |
0.40% |
0.38% |
0.36% |
0.35% |
Finisterre
Emerging Markets Total Return Bond |
0.75 |
0.74 |
0.73 |
0.72 |
Government
& High Quality Bond |
0.49 |
0.47 |
0.45 |
0.44 |
MidCap
Growth |
0.65 |
0.63 |
0.61 |
0.60 |
MidCap
Growth III |
0.87 |
0.85 |
0.83 |
0.82 |
SmallCap |
0.75 |
0.73 |
0.71 |
0.70 |
Tax-Exempt
Bond |
0.40 |
0.38 |
0.36 |
0.35 |
Effective
January 1, 2023, delete the row for MidCap Growth III in the table above and
replace with the following:
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|
|
Fund |
First
$500
million |
Next
$500
million |
Next
$500
million |
Over
$1.5
billion |
MidCap
Growth III |
0.82% |
0.80% |
0.78% |
0.77% |
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|
Fund |
All
Assets |
Principal
LifeTime Strategic Income |
0.00% |
Principal
LifeTime 2010 |
0.00 |
Principal
LifeTime 2015 |
0.00 |
Principal
LifeTime 2020 |
0.00 |
Principal
LifeTime 2025 |
0.00 |
Principal
LifeTime 2030 |
0.00 |
Principal
LifeTime 2035 |
0.00 |
Principal
LifeTime 2040 |
0.00 |
Principal
LifeTime 2045 |
0.00 |
Principal
LifeTime 2050 |
0.00 |
Principal
LifeTime 2055 |
0.00 |
Principal
LifeTime 2060 |
0.00 |
Principal
LifeTime 2065 |
0.00 |
Principal
LifeTime Hybrid Income |
0.00 |
Principal
LifeTime Hybrid 2015 |
0.00 |
Principal
LifeTime Hybrid 2020 |
0.00 |
Principal
LifeTime Hybrid 2025 |
0.00 |
Principal
LifeTime Hybrid 2030 |
0.00 |
Principal
LifeTime Hybrid 2035 |
0.00 |
Principal
LifeTime Hybrid 2040 |
0.00 |
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|
|
|
Principal
LifeTime Hybrid 2045 |
0.00 |
Principal
LifeTime Hybrid 2050 |
0.00 |
Principal
LifeTime Hybrid 2055 |
0.00 |
Principal
LifeTime Hybrid 2060 |
0.00 |
Principal
LifeTime Hybrid 2065 |
0.00 |
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|
Fund |
First
$500 million |
Next
$500 million |
Next
$500 million |
Next
$500 million |
Next
$1 billion |
Over
$3 billion |
Core
Plus Bond |
0.55% |
0.53% |
0.51% |
0.50% |
0.48% |
0.45% |
Diversified
Income |
0.73 |
0.71 |
0.69 |
0.68 |
0.67 |
0.66 |
Global
Emerging Markets |
1.05 |
1.03 |
1.01 |
1.00 |
0.99 |
0.98 |
Global
Real Estate Securities |
0.90 |
0.88 |
0.86 |
0.85 |
0.84 |
0.83 |
High
Income |
0.65 |
0.63 |
0.61 |
0.60 |
0.59 |
0.58 |
Inflation
Protection |
0.40 |
0.38 |
0.36 |
0.35 |
0.34 |
0.33 |
International
I |
0.65 |
0.63 |
0.61 |
0.60 |
0.59 |
0.58 |
LargeCap
Value III |
0.80 |
0.78 |
0.76 |
0.75 |
0.73 |
0.70 |
MidCap
Value I |
0.68 |
0.66 |
0.64 |
0.63 |
0.62 |
0.61 |
Money
Market |
0.40 |
0.39 |
0.38 |
0.37 |
0.36 |
0.35 |
Overseas |
0.97 |
0.95 |
0.93 |
0.92 |
0.91 |
0.90 |
SmallCap
Growth I |
0.88 |
0.86 |
0.84 |
0.83 |
0.82 |
0.81 |
SmallCap
Value II |
0.95 |
0.93 |
0.91 |
0.90 |
0.89 |
0.88 |
Effective
January 1, 2023, delete the rows for Global Emerging Markets and Overseas in the
table above and replace with the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$500
million |
Next
$500
million |
Next
$500
million |
Next
$500
million |
Next
$1
billion |
Over
$3
billion |
Global
Emerging Markets |
0.99% |
0.97% |
0.95% |
0.94% |
0.93% |
0.92% |
Overseas |
0.93 |
0.91 |
0.89 |
0.88 |
0.87 |
0.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First $500
million |
Next $500
million |
Next $500
million |
Next $500
million |
Next $1
billion |
Next $9
billion |
Over $12
billion |
LargeCap
Growth I |
0.66% |
0.64% |
0.62% |
0.61% |
0.60% |
0.59% |
0.58% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First $500
million |
Next $500
million |
Next $500
million |
Next $500
million |
Next $1
billion |
Next $2
billion |
Over $5
billion |
Real
Estate Securities |
0.85% |
0.83% |
0.81% |
0.80% |
0.79% |
0.78% |
0.77% |
Effective
January 1, 2023, delete the table for Real Estate Securities above and replace
with the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$500
million |
Next
$500
million |
Next
$500
million |
Next
$500
million |
Next
$1
billion |
Next
$2
billion |
Next
$2
billion |
Next
$3
billion |
Over
$10
billion |
Real
Estate Securities |
0.85% |
0.83% |
0.81% |
0.80% |
0.79% |
0.78% |
0.77% |
0.76% |
0.75% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$1
billion |
Next
$3
billion |
Next
$3
billion |
Next
$3
billion |
Over
$10
billion |
Core
Fixed Income |
0.39% |
0.38% |
0.37% |
0.36% |
0.34% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$500 million |
Next
$500 million |
Next
$500 million |
Next
$500 million |
Next
$1 billion |
Next
$7 billion |
Over
$10 billion |
Diversified
International |
0.80% |
0.78% |
0.76% |
0.75% |
0.73% |
0.70% |
0.69% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$250
million |
Next
$250
million |
Next
$6.5
billion |
Next
$3
billion |
Over
$10
billion |
Equity
Income |
0.60% |
0.55% |
0.50% |
0.49% |
0.48% |
Effective
January 1, 2023, delete the table for Equity Income above and replace with the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$250
million |
Next
$250
million |
Next
$6.5
billion |
Next
$3
billion |
Next
$2
billion |
Next
$3
billion |
Over
$15
billion |
Equity
Income |
0.60% |
0.55% |
0.50% |
0.49% |
0.48% |
0.46% |
0.44% |
|
|
|
|
|
|
|
|
|
Fund |
First
$250
million |
Over
$250 million |
High
Yield |
0.625% |
0.50% |
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$3
billion |
Next
$3
billion |
Over
$6
billion |
LargeCap
S&P 500 Index |
0.15% |
0.14% |
0.13% |
Effective
January 1, 2023, delete the table for LargeCap S&P 500 Index above and
replace with the following:
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$3
billion |
Next
$3
billion |
Over
$6
billion |
LargeCap
S&P 500 Index |
0.15% |
0.13% |
0.10% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$500
million |
Next
$500
million |
Next
$500
million |
Next
$500
million |
Next
$1
billion |
Next
$9.5
billion |
Next
$2.5
billion |
Next
$3
billion |
Next
$4
billion |
Next
$3
billion |
Over
$25
billion |
MidCap |
0.65% |
0.63% |
0.61% |
0.60% |
0.59% |
0.58% |
0.57% |
0.56% |
0.55% |
0.53% |
0.51% |
|
|
|
|
|
|
Fund |
All
Assets |
Government
Money Market |
0.15% |
MidCap
S&P 400 Index |
0.15 |
SmallCap
S&P 600 Index |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$500
million |
Next
$500
million |
Over
$1
billion |
Principal
Capital Appreciation |
0.625% |
0.50% |
0.375% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$3 billion |
Next
$4 billion |
Next
$4 billion |
Next
$4 billion |
Over
$15 billion |
SAM
Balanced* |
0.35% |
0.30% |
0.25% |
0.20% |
0.18% |
SAM
Conservative Balanced* |
0.35 |
0.30 |
0.25 |
0.20 |
0.18 |
SAM
Conservative Growth* |
0.35 |
0.30 |
0.25 |
0.20 |
0.18 |
SAM
Flexible Income* |
0.35 |
0.30 |
0.25 |
0.20 |
0.18 |
SAM
Strategic Growth* |
0.35 |
0.30 |
0.25 |
0.20 |
0.18 |
*Breakpoints
are based on aggregate SAM Portfolio net
assets. |
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$1
billion |
Next
$4
billion |
Over
$5
billion |
Short-Term
Income |
0.40% |
0.38% |
0.35% |
Effective
January 1, 2023, delete the table for Short-Term Income above and replace with
the following:
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
First
$2
billion |
Next
$2
billion |
Over
$4
billion |
Short-Term
Income |
0.38% |
0.36% |
0.33% |
Fund
Operating Expenses
Each
Fund pays all of its operating expenses. Under the terms of the Management
Agreement, PGI is responsible for paying the expenses associated with the
organization of each Fund, including the expenses incurred in the initial
registration of each Fund with the SEC; compensation of personnel, officers and
Board Members who are affiliated with PGI; and expenses and compensation
associated with furnishing office space and all necessary office facilities and
equipment and personnel necessary to perform the general corporate functions of
the Funds. Accounting services customarily required by investment companies are
provided to each Fund by PGI, under the terms of the Management Agreement.
Principal Shareholder Services, Inc., an affiliate of PGI, provides transfer
agent services for Classes A, C, J, Institutional, R-1, R-3, R-4, R-5, and R-6
shares, including qualifying shares of the Funds for sale in states and other
jurisdictions. PGI is also responsible for providing certain shareholder and
administrative services to Classes R-1, R-3, R-4 and R-5 shares pursuant to a
Service Agreement and an Administrative Services Agreement.
Contractual
Limits on Total Annual Fund Operating Expenses
PGI
has contractually agreed to limit Fund expenses (excluding interest expense,
expenses related to fund investments, acquired fund fees and expenses, and tax
reclaim recovery expenses and other extraordinary expenses) on certain share
classes of certain of the Funds. The reductions and reimbursements are in
amounts that maintain total operating expenses at or below certain limits. The
limits are expressed as a percentage of average daily net assets attributable to
each respective class on an annualized basis. Subject to applicable expense
limits, the Funds may reimburse PGI for expenses incurred during the current
fiscal year.
In
addition, PGI has contractually agreed to reduce the Government Money Market
Fund's management fees in an amount equal to all Acquired Fund Fees and Expenses
through the period ending February 28, 2023.
The
operating expense limits and the agreement terms are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
Limits on Total Annual Fund Operating Expenses |
Fund |
A |
C |
J |
Inst. |
Expiration |
California
Municipal |
N/A |
N/A |
N/A |
0.46% |
2/28/2023 |
Core
Fixed Income |
N/A |
N/A |
N/A |
0.46% |
2/28/2023 |
Core
Plus Bond |
0.84% |
N/A |
N/A |
0.56% |
2/28/2023 |
Diversified
Income |
N/A |
N/A |
N/A |
0.68% |
2/28/2023 |
Diversified
International |
N/A |
1.98% |
N/A |
0.85% |
2/28/2023 |
Equity
Income |
N/A |
N/A |
N/A |
0.52% |
2/28/2023 |
Finisterre
Emerging Markets Total Return Bond |
N/A |
N/A |
N/A |
0.85% |
2/28/2023 |
Global
Emerging Markets |
1.55% |
2.35% |
1.37% |
1.20% |
2/28/2023 |
Global
Real Estate Securities |
N/A |
N/A |
N/A |
0.94% |
2/28/2023 |
Government
& High Quality Bond |
N/A |
1.63% |
N/A |
0.53% |
2/28/2023 |
Government
Money Market |
N/A |
N/A |
N/A |
0.20% |
2/29/2024 |
High
Yield |
N/A |
N/A |
N/A |
0.61% |
2/28/2023 |
Inflation
Protection |
N/A |
N/A |
0.85% |
N/A |
2/28/2023 |
International
I |
N/A |
N/A |
N/A |
0.79% |
2/29/2024 |
LargeCap
S&P 500 Index |
N/A |
1.30% |
N/A |
N/A |
2/28/2023 |
MidCap
Growth |
N/A |
N/A |
N/A |
0.75% |
2/28/2023 |
MidCap
Value I |
1.15% |
N/A |
N/A |
0.69% |
2/28/2023 |
Money
Market |
0.50% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime 2010 |
0.38% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime 2030 |
0.38% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime 2040 |
0.38% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime 2050 |
0.38% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime 2060 |
N/A |
N/A |
0.38% |
N/A |
2/28/2023 |
Principal
LifeTime 2065 |
N/A |
N/A |
N/A |
0.08% |
2/28/2023 |
Principal
LifeTime Strategic Income |
0.38% |
N/A |
N/A |
N/A |
2/28/2023 |
Principal
LifeTime Hybrid 2015 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2020 |
N/A |
N/A |
N/A |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2025 |
N/A |
N/A |
N/A |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2030 |
N/A |
N/A |
N/A |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2035 |
N/A |
N/A |
N/A |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2040 |
N/A |
N/A |
N/A |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2045 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2050 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
Limits on Total Annual Fund Operating Expenses |
Fund |
A |
C |
J |
Inst. |
Expiration |
Principal
LifeTime Hybrid 2055 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2060 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid 2065 |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Principal
LifeTime Hybrid Income |
N/A |
N/A |
0.30% |
0.05% |
2/28/2023 |
Real
Estate Securities |
N/A |
N/A |
N/A |
0.86% |
2/28/2023 |
Short-Term
Income |
N/A |
N/A |
N/A |
0.43% |
2/28/2023 |
SmallCap |
N/A |
N/A |
N/A |
0.85% |
2/28/2023 |
SmallCap
S&P 600 Index |
N/A |
N/A |
N/A |
0.21% |
2/28/2023 |
SmallCap
Value II |
N/A |
N/A |
1.30% |
0.96% |
2/28/2023 |
Tax-Exempt
Bond |
N/A |
1.60% |
N/A |
0.45% |
2/28/2023 |
Effective
January 1, 2023, delete the row for Global Emerging Markets in the table above
and replace with the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
Limits on Total Annual Fund Operating Expenses |
|
Fund |
A |
C |
J |
Inst. |
Expiration |
Global
Emerging Markets |
1.45% |
N/A |
1.30% |
1.10% |
02/29/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
Limits on Total Annual Fund Operating Expenses |
Fund |
R-1 |
R-3 |
R-4 |
R-5 |
Expiration |
Government
& High Quality Bond |
1.29% |
0.98% |
0.79% |
0.67% |
2/28/2023 |
Principal
LifeTime 2065 |
0.93% |
0.62% |
0.43% |
0.31% |
2/28/2023 |
Short-Term
Income |
N/A |
N/A |
0.79% |
N/A |
2/28/2023 |
Contractual
Limits on Other Expenses
PGI
has contractually agreed to limit the expenses identified as "Other Expenses"
related to certain share classes of certain of the Funds by paying, if
necessary, expenses normally payable by the Fund, (excluding interest expense,
expenses related to fund investments, acquired fund fees and expenses, and tax
reclaim recovery expenses and other extraordinary expenses) to maintain "Other
Expenses" (expressed as a percent of average net assets on an annualized basis)
at or below certain limits.
The
other expenses limits and the agreement terms are as follows:
|
|
|
|
|
|
|
|
|
Contractual
Limits on Other Expenses |
Fund |
R-6 |
Expiration |
Diversified
Income |
0.02% |
2/28/2023 |
Diversified
International |
0.04% |
2/28/2023 |
Global
Emerging Markets |
0.04% |
2/28/2023 |
Government
Money Market |
0.00% |
2/29/2024 |
International
I |
0.04% |
2/28/2023 |
MidCap |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid Income |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2015 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2020 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2025 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2030 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2035 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2040 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2045 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2050 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2055 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2060 |
0.02% |
2/28/2023 |
Principal
LifeTime Hybrid 2065 |
0.02% |
2/28/2023 |
SmallCap |
0.02% |
2/28/2023 |
SmallCap
Growth I |
0.01% |
2/28/2023 |
SmallCap
Value II |
0.02% |
2/28/2023 |
Contractual
Management Fee Waivers
PGI
has contractually agreed to limit certain of the Funds' management fees. The
expense limit will reduce the Fund's management fees by the amounts listed
below:
|
|
|
|
|
|
|
|
|
Contractual
Management Fee Waivers |
Fund |
Waiver |
Expiration |
Core
Plus Bond |
0.060% |
2/28/2023 |
Diversified
Income |
0.040% |
2/28/2023 |
High
Income |
0.015% |
2/28/2023 |
LargeCap
Growth I |
0.016% |
2/28/2023 |
LargeCap
Value III |
0.065% |
2/28/2023 |
MidCap
Growth III |
0.020% |
2/28/2023 |
MidCap
Value I |
0.020% |
2/28/2023 |
Overseas |
0.035% |
2/28/2023 |
SmallCap
Growth I |
0.020% |
2/28/2023 |
SmallCap
Value II |
0.020% |
2/28/2023 |
Effective
January 1, 2023, delete the row for Overseas in the table above and replace with
the following:
|
|
|
|
|
|
|
|
|
Contractual
Management Fee Waivers |
Fund |
Waiver |
Expiration |
Overseas |
0.020% |
2/29/2024 |
Limits
on Distribution Fees and/or Service (12b-1) Fees
Effective
December 31, 2015, the Distributor has contractually agreed to limit the
distribution fees attributable to Class J normally payable by the Money Market
Fund. This waiver is in place through February 28, 2023 and will reduce the
Money Market Fund’s distribution fees by 0.15%. It is expected that the fee
waiver will continue to the period disclosed; however, PFI and the Distributor,
the parties to the agreement, may agree to terminate the fee waiver prior to the
end of the period.
Effective
January 1, 2021, the Distributor has voluntarily agreed to limit the
distribution fees attributable to Class J, reducing the Funds' distribution fees
for Class J Shares by 0.020%.* This voluntary waiver may be revised or
terminated at any time without notice to shareholders.
*
For the period from December 31, 2016 to December 31, 2020, the voluntary waiver
was 0.030%.
Voluntary
Expense Limit
PGI
has voluntarily agreed to limit the Government Money Market and Money Market
Funds’ expenses to the extent necessary to maintain a 0% yield. The voluntary
expense limit may be revised or terminated at any time without notice to the
shareholders.
Management
Fees Paid
Fees
paid for investment management services (before any waivers/reimbursements from
PGI) during the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
Fees Paid for Periods Ended October 31 (amounts in
thousands) |
Fund |
2021 |
|
2020 |
|
2019 |
|
California
Municipal |
$3,131 |
|
$2,845 |
|
$2,084 |
|
Core
Fixed Income |
42,275 |
|
36,919 |
|
16,042 |
(1) |
Core
Plus Bond |
3,807 |
|
3,450 |
|
15,494 |
|
Diversified
Income(2) |
34,945 |
|
45,991 |
|
55,947 |
|
Diversified
International |
64,677 |
|
89,822 |
|
92,912 |
|
Equity
Income |
50,710 |
|
38,888 |
|
36,623 |
|
Finisterre
Emerging Markets Total Return Bond |
4,255 |
(3) |
1,742 |
|
1,004 |
|
Global
Emerging Markets(4) |
3,248 |
|
3,113 |
|
6,956 |
|
Global
Real Estate Securities |
31,046 |
|
25,893 |
|
29,700 |
(5) |
Government
& High Quality Bond |
6,299 |
|
8,297 |
|
7,512 |
|
Government
Money Market |
5,744 |
|
5,474 |
|
4,714 |
|
High
Income |
21,522 |
|
18,032 |
|
20,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
Fees Paid for Periods Ended October 31 (amounts in
thousands) |
Fund |
2021 |
|
2020 |
|
2019 |
|
High
Yield |
15,327 |
|
14,861 |
|
14,617 |
|
Inflation
Protection |
6,099 |
|
6,413 |
|
6,102 |
|
International
I |
2,562 |
|
2,562 |
|
3,173 |
|
LargeCap
Growth I |
79,586 |
|
64,062 |
|
51,967 |
|
LargeCap
S&P 500 Index |
8,942 |
|
8,950 |
|
8,578 |
|
LargeCap
Value III |
22,166 |
|
15,252 |
|
16,084 |
|
MidCap |
129,006 |
|
104,065 |
|
91,161 |
|
MidCap
Growth |
1,829 |
|
1,109 |
|
1,144 |
|
MidCap
Growth III |
10,240 |
|
9,880 |
|
10,372 |
|
MidCap
S&P 400 Index |
1,987 |
|
1,619 |
|
1,972 |
|
MidCap
Value I |
17,373 |
|
14,640 |
|
12,785 |
|
Money
Market |
2,933 |
|
2,634 |
|
2,035 |
|
Overseas |
27,536 |
|
24,669 |
|
29,657 |
|
Principal
Capital Appreciation |
9,848 |
|
8,454 |
|
8,447 |
|
Real
Estate Securities |
44,740 |
|
38,244 |
|
34,712 |
|
SAM
Balanced |
13,123 |
|
12,100 |
|
12,374 |
|
SAM
Conservative Balanced |
4,968 |
|
4,606 |
|
4,637 |
|
SAM
Conservative Growth |
8,999 |
|
8,045 |
|
8,245 |
|
SAM
Flexible Income |
7,863 |
|
7,443 |
|
7,229 |
|
SAM
Strategic Growth |
5,850 |
|
5,015 |
|
5,069 |
|
Short-Term
Income |
21,762 |
|
22,102 |
|
19,743 |
|
SmallCap |
8,827 |
|
4,750 |
|
4,880 |
|
SmallCap
Growth I |
24,764 |
|
17,309 |
|
19,383 |
|
SmallCap
S&P 600 Index |
2,100 |
|
1,671 |
|
1,926 |
|
SmallCap
Value II |
11,863 |
|
8,425 |
|
10,223 |
|
Tax-Exempt
Bond |
3,192 |
|
2,752 |
|
2,018 |
|
|
|
|
(1)
Effective December 30, 2019, Income Fund changed its name to Core Fixed
Income Fund. |
(2)
Effective March 1, 2022, Global Diversified Income changed its name to
Diversified Income Fund. |
(3)
Effective February 1, 2021, Finisterre Unconstrained Emerging Markets Bond
Fund changed its name to Finisterre Emerging Markets Total Return Bond
Fund. |
(4)
Effective January 1, 2022, International Emerging Markets Fund changed its
name to Global Emerging Markets Fund |
(5)
Effective July 1, 2019, High Yield Fund I changed its name to High Income
Fund. |
Management
Fees Waived
For
the following Funds, PGI waived a portion of the management fee during the
periods indicated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
Fees Waived for Periods Ended October 31 (amounts in
thousands) |
Fund |
2021 |
|
2020 |
|
2019 |
|
Core
Plus Bond |
$420 |
|
$379 |
|
$1,835 |
|
Diversified
Income (1) |
3,794 |
|
5,056 |
|
5,249 |
|
Diversified
International |
— |
|
4,122 |
|
9,641 |
|
Finisterre
Emerging Markets Total Return Bond |
— |
(2) |
— |
|
15 |
|
Global
Emerging Markets
(3) |
— |
|
162 |
|
684 |
|
Government
Money Market |
396 |
|
304 |
|
310 |
|
High
Income |
532 |
|
442 |
|
158 |
(4) |
International
I |
— |
|
178 |
|
439 |
|
LargeCap
Growth I |
2,136 |
|
1,714 |
|
1,387 |
|
LargeCap
Value III |
1,904 |
|
1,285 |
|
1,348 |
|
MidCap
Growth III |
234 |
|
333 |
|
851 |
|
MidCap
Value I |
539 |
|
452 |
|
765 |
|
Overseas |
1,034 |
|
1,035 |
|
1,814 |
|
SmallCap
Growth I |
588 |
|
620 |
|
1,664 |
|
SmallCap
Value II |
254 |
|
291 |
|
417 |
|
|
|
|
(1)
Effective March 1, 2022, Global Diversified Income Fund changed its name
to Diversified Income Fund. |
(2)
Effective February 1, 2021, Finisterre Unconstrained Emerging Markets Bond
Fund changed its name to Finisterre Emerging Markets Total Return Bond
Fund. |
(3)
Effective January 1, 2022, International Emerging Markets Fund changed its
name to Global Emerging Markets Fund. |
(4)
Effective July 1, 2019, High Yield Fund I changed its name to High Income
Fund. |
Expenses
Reimbursed
For
the following Funds, PGI reimbursed certain expenses during the periods
indicated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
Reimbursed for Periods Ended October 31 (amounts in
thousands) |
Fund |
2021 |
|
2020 |
|
2019 |
|
California
Municipal |
60 |
|
55 |
|
59 |
|
Core
Fixed Income |
— |
|
— |
(1) |
91 |
|
Core
Plus Bond |
347 |
|
263 |
|
110 |
|
Diversified
Income (2) |
2,042 |
|
2,934 |
|
3,714 |
|
Diversified
International |
83 |
|
24 |
|
28 |
|
Equity
Income |
1,494 |
|
1,317 |
|
709 |
|
Finisterre
Emerging Markets Total Return Bond |
64 |
(3) |
195 |
|
89 |
|
Global
Emerging Markets (4) |
218 |
|
408 |
|
561 |
|
Global
Real Estate Securities |
756 |
|
1,550 |
|
3,410 |
|
Government
& High Quality Bond |
44 |
|
225 |
|
273 |
|
Government
Money Market |
3,887 |
|
993 |
|
177 |
|
High
Income |
8 |
|
32 |
|
33 |
(5) |
High
Yield |
226 |
|
356 |
|
704 |
|
Inflation
Protection |
— |
|
13 |
|
38 |
|
International
I |
70 |
|
57 |
|
146 |
|
LargeCap
S&P 500 Index |
— |
|
— |
|
16 |
|
MidCap
Growth |
22 |
|
18 |
|
31 |
|
MidCap
Value I |
116 |
|
166 |
|
92 |
|
Money
Market |
3,005 |
|
861 |
|
247 |
|
Principal
Capital Appreciation |
106 |
|
288 |
|
305 |
|
Principal
LifeTime Strategic Income |
19 |
|
24 |
|
25 |
|
Principal
LifeTime 2010 |
7 |
|
11 |
|
17 |
|
Principal
LifeTime 2030 |
— |
|
— |
|
22 |
|
Principal
LifeTime 2040 |
— |
|
17 |
|
47 |
|
Principal
LifeTime 2050 |
36 |
|
57 |
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
Reimbursed for Periods Ended October 31 (amounts in
thousands) |
Fund |
2021 |
|
2020 |
|
2019 |
|
Principal
LifeTime 2060 |
5 |
|
19 |
|
22 |
|
Principal
LifeTime 2065 |
4 |
|
21 |
|
31 |
|
Principal
LifeTime Hybrid Income |
42 |
|
53 |
|
70 |
|
Principal
LifeTime Hybrid 2015 |
34 |
|
34 |
|
54 |
|
Principal
LifeTime Hybrid 2020 |
21 |
|
15 |
|
10 |
|
Principal
LifeTime Hybrid 2025 |
22 |
|
17 |
|
29 |
|
Principal
LifeTime Hybrid 2030 |
26 |
|
11 |
|
22 |
|
Principal
LifeTime Hybrid 2035 |
22 |
|
25 |
|
49 |
|
Principal
LifeTime Hybrid 2040 |
21 |
|
21 |
|
40 |
|
Principal
LifeTime Hybrid 2045 |
33 |
|
37 |
|
66 |
|
Principal
LifeTime Hybrid 2050 |
34 |
|
48 |
|
66 |
|
Principal
LifeTime Hybrid 2055 |
66 |
|
71 |
|
83 |
|
Principal
LifeTime Hybrid 2060 |
79 |
|
79 |
|
86 |
|
Principal
LifeTime Hybrid 2065 |
79 |
|
83 |
|
84 |
|
Real
Estate Securities |
0 |
|
273 |
|
428 |
|
SAM
Conservative Balanced |
0 |
|
0 |
|
18 |
|
SAM
Flexible Income |
— |
|
0 |
|
51 |
|
Short-Term
Income |
144 |
|
177 |
|
102 |
|
SmallCap |
19 |
|
33 |
|
57 |
|
SmallCap
Growth I |
1 |
|
46 |
|
124 |
|
SmallCap
S&P 600 Index |
52 |
|
0 |
|
0 |
|
SmallCap
Value II |
182 |
|
172 |
|
124 |
|
Tax-Exempt
Bond |
73 |
|
92 |
|
97 |
|
|
|
|
(1)
Effective December 30, 2019, Income Fund changed its name to Core Fixed
Income Fund. |
(2)
Effective March 1, 2022, Global Diversified Income Fund changed its name
to Diversified Income Fund. |
(3)
Effective February 1, 2021, Finisterre Unconstrained Emerging Markets Bond
Fund changed its name to Finisterre Emerging Markets Total Return Bond
Fund. |
(4)
Effective January 1, 2022, International Emerging Markets Fund changed its
name to Global Emerging Markets Fund. |
(5)
Effective July 1, 2019, High Yield Fund I changed its name to High Income
Fund. |
Sub-Advisory
Agreements for the Funds
PGI
(and not the Funds) pays the sub-advisors fees determined pursuant to a
sub-advisory agreement with each sub-advisor, including those sub-advisors that
are at least 95% owned, directly or indirectly, by PGI or its affiliates
("Wholly-Owned Sub-Advisors") and the sub-advisors for the Funds listed in the
tables below. Fees paid to sub-advisors are individually negotiated between PGI
and each sub-advisor and may vary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Fees Paid to Sub-Advisors (other than Wholly-Owned Sub-Advisors, Origin
and Post)
for
Fiscal Years Ended October 31 (dollar amounts in
thousands) |
|
2021 |
2020 |
2019 |
Fund |
Dollar
Amount |
Percent of
Average Daily Net Assets |
Dollar
Amount |
Percent of
Average Daily Net Assets |
Dollar
Amount |
Percent of
Average Daily Net Assets |
Diversified
Income |
$4,188 |
0.34% |
$5,463 |
0.33% |
$10,249 |
0.34% |
High
Income |
4,902 |
0.22 |
4,285 |
0.24 |
8,158 |
0.26 |
Inflation
Protection |
997 |
0.06 |
1,258 |
0.07 |
1,292 |
0.08 |
LargeCap
Growth I |
27,296 |
0.23 |
21,933 |
0.23 |
19,166 |
0.25 |
LargeCap
Value III |
4,974 |
0.20 |
3,543 |
0.21 |
3,802 |
0.21 |
MidCap
Growth III |
3,769 |
0.36 |
3,579 |
0.37 |
3,528 |
0.38 |
MidCap
Value I |
6,477 |
0.27 |
5,594 |
0.28 |
4,469 |
0.29 |
Overseas |
8,887 |
0.34 |
7,938 |
0.36 |
9,061 |
0.36 |
SmallCap
Growth I |
11,138 |
0.42 |
7,828 |
0.43 |
7,674 |
0.46 |
SmallCap
Value II |
4,289 |
0.38 |
3,177 |
0.41 |
3,801 |
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
Paid to Origin and Post for Fiscal Years Ended October 31 (dollar
amounts in thousands) |
|
2021 |
2020 |
2019 |
Fund |
Dollar
Amount |
Percent of
Average Daily Net Assets |
Dollar
Amount |
Percent of
Average Daily Net Assets |
Dollar
Amount |
Percent of
Average Daily Net Assets |
International
I (Origin) |
$1,176 |
0.34% |
$1,115 |
0.35% |
$1,253 |
0.36% |
High
Income (Post) |
3,816 |
0.28 |
3,283 |
0.28 |
912 |
0.28 |
Diversified
Income (Post) |
1,798 |
0.29 |
2,919 |
0.29 |
3,178 |
0.30 |
Custodian
The
custodian of the portfolio securities and cash assets of the Funds is The Bank
of New York Mellon, One Wall Street, New York, NY 10286. The custodian performs
no managerial or policy-making functions for the Funds.
Securities
Lending Agent
The
Bank of New York Mellon serves as the securities lending agent for the Funds.
Information regarding securities lending during the Funds' fiscal year ended
October 31, 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Gross
income (including from cash collateral reinvestment) |
Fees
paid to securities lending agent from a revenue split |
Fees
paid for any cash collateral management service that are not included in
revenue split |
Administrative
fees not included in revenue split |
Indemnification
fees not included in revenue split |
Net
rebate paid to borrower |
Other
fees not included in revenue split |
Aggregate
fees/ compensation |
Net
income from securities lending |
Core
Fixed Income |
$ |
1,339 |
|
$ |
8,065 |
|
$— |
$— |
$— |
$ |
(79,328) |
|
$— |
$ |
(71,262) |
|
$ |
72,601 |
|
Core
Plus Bond |
2,151 |
|
33,345 |
|
— |
|
— |
|
— |
|
(331,314) |
|
— |
|
(297,969) |
|
300,120 |
|
Diversified
Income |
3,941 |
|
46,004 |
|
— |
|
— |
|
— |
|
(456,170) |
|
— |
|
(410,165) |
|
414,106 |
|
Diversified
International |
3,360 |
|
83,843 |
|
— |
|
— |
|
— |
|
(835,078) |
|
— |
|
(751,235) |
|
754,594 |
|
Equity
Income |
4,045 |
|
64,835 |
|
— |
|
— |
|
— |
|
(644,312) |
|
— |
|
(579,476) |
|
583,521 |
|
Finisterre
Emerging Markets Total Return Bond |
64 |
|
761 |
|
— |
|
— |
|
— |
|
(7,547) |
|
— |
|
(6,786) |
|
6,850 |
|
Global
Emerging Markets |
16 |
|
294 |
|
— |
|
— |
|
— |
|
(2,929) |
|
— |
|
(2,634) |
|
2,651 |
|
Global
Real Estate Securities |
719 |
|
6,756 |
|
— |
|
— |
|
— |
|
(66,839) |
|
— |
|
(60,083) |
|
60,803 |
|
Government
& High Quality Bond |
101 |
|
119 |
|
— |
|
— |
|
— |
|
(1,092) |
|
— |
|
(973) |
|
1,074 |
|
High
Income |
1,506 |
|
23,807 |
|
— |
|
— |
|
— |
|
(236,650) |
|
— |
|
(212,843) |
|
214,350 |
|
High
Yield |
745 |
|
10,407 |
|
— |
|
— |
|
— |
|
(103,334) |
|
— |
|
(92,927) |
|
93,673 |
|
Inflation
Protection |
115 |
|
180 |
|
— |
|
— |
|
— |
|
(1,691) |
|
— |
|
(1,511) |
|
1,625 |
|
International
I |
602 |
|
5,609 |
|
— |
|
— |
|
— |
|
(55,493) |
|
— |
|
(49,884) |
|
50,486 |
|
LargeCap
Growth I |
1,216 |
|
43,120 |
|
— |
|
— |
|
— |
|
(430,039) |
|
— |
|
(386,919) |
|
388,136 |
|
LargeCap
S&P 500 Index |
179 |
|
4,353 |
|
— |
|
— |
|
— |
|
(43,356) |
|
— |
|
(39,003) |
|
39,182 |
|
LargeCap
Value III |
246 |
|
16,113 |
|
— |
|
— |
|
— |
|
(160,928) |
|
— |
|
(144,814) |
|
145,060 |
|
MidCap
|
1,284 |
|
6,743 |
|
— |
|
— |
|
— |
|
(66,153) |
|
— |
|
(59,410) |
|
60,694 |
|
MidCap
Growth |
58 |
|
100 |
|
— |
|
— |
|
— |
|
(942) |
|
— |
|
(842) |
|
900 |
|
MidCap
Growth III |
610 |
|
2,232 |
|
— |
|
— |
|
— |
|
(21,751) |
|
— |
|
(19,519) |
|
20,129 |
|
MidCap
S&P 400 Index |
616 |
|
1,657 |
|
— |
|
— |
|
— |
|
(15,962) |
|
— |
|
(14,305) |
|
14,921 |
|
MidCap
Value I |
692 |
|
12,120 |
|
— |
|
— |
|
— |
|
(120,553) |
|
— |
|
(108,432) |
|
109,124 |
|
Overseas
|
4,664 |
|
60,613 |
|
— |
|
— |
|
— |
|
(601,499) |
|
— |
|
(540,886) |
|
545,550 |
|
Principal
Capital Appreciation |
27 |
|
225 |
|
— |
|
— |
|
— |
|
(2,220) |
|
— |
|
(1,995) |
|
2,022 |
|
Short-Term
Income |
1,055 |
|
2,351 |
|
— |
|
— |
|
— |
|
(22,457) |
|
— |
|
(20,107) |
|
21,161 |
|
SmallCap
|
1,613 |
|
37,685 |
|
— |
|
— |
|
— |
|
(375,289) |
|
— |
|
(337,604) |
|
339,217 |
|
SmallCap
Growth I |
3,331 |
|
71,377 |
|
— |
|
— |
|
— |
|
(710,850) |
|
— |
|
(639,472) |
|
642,804 |
|
SmallCap
S&P 600 Index |
1,324 |
|
23,577 |
|
— |
|
— |
|
— |
|
(234,486) |
|
— |
|
(210,909) |
|
212,233 |
|
SmallCap
Value II |
642 |
|
18,886 |
|
— |
|
— |
|
— |
|
(188,451) |
|
— |
|
(169,566) |
|
170,208 |
|
The
services provided by The Bank of New York Mellon, as securities lending agent
for the Funds, include: coordinating, with the Funds, the selection of
securities to be loaned; negotiating loan terms; monitoring the value of
securities loaned and corresponding collateral, marking to market daily;
coordinating collateral movements; monitoring dividends; and transferring,
recalling, and arranging the return of loaned securities to the Funds upon loan
termination.
INTERMEDIARY
COMPENSATION
Additional
Payments to Intermediaries.
Shares
of the Funds are sold primarily through intermediaries, such as brokers,
dealers, investment advisors, banks, trust companies, pension plan consultants,
retirement plan administrators and insurance companies.
In
addition to payments pursuant to 12b-1 plans, PGI or its affiliates enter into
agreements with some intermediaries pursuant to which the intermediaries receive
payments for providing services relating to Fund shares. Examples of such
services are administrative, networking, recordkeeping, sub-transfer agency
and/or shareholder services. In some situations, the Funds will reimburse PGI or
its affiliates for making such payments; in others, the Funds make such payments
directly to intermediaries.
For
Classes R-1, R-3, R-4 and R-5 shares, such compensation is generally paid out of
the Service Fees and Administrative Service Fees that are disclosed in the
Prospectus as Other Expenses. Such compensation is generally based on the
average asset value of Fund shares for the relevant share class held by clients
of the intermediary.
In
addition, PGI or its affiliates pay, without reimbursement from the Funds,
compensation from their own resources, to certain intermediaries that support
the distribution of shares of the Fund or provide services to Fund shareholders.
In addition, PGI or its affiliates pay, without reimbursement from the Funds,
compensation from their own resources to certain large plan sponsors to help
cover the cost of providing educational materials to plan
participants.
The
amounts paid to intermediaries vary by share class and by Fund.
Principal
Life Insurance Company is one such intermediary that provides services relating
to Fund shares held in employee benefit plans, and it is typically paid all of
the Service Fees and Administrative Service Fees pertaining to such
plans.
Plan
recordkeepers, who may have affiliated financial intermediaries that sell shares
of the Funds, may be paid additional amounts. In addition, some financial
intermediaries or their affiliates receive compensation from PGI or its
affiliates for maintaining retirement plan platforms that facilitate trading by
affiliated and non-affiliated financial intermediaries and recordkeeping for
retirement plans.
A
number of factors may be considered in determining the amount of these
additional payments, including each financial intermediary's Fund sales and
assets, as well as the willingness and ability of the financial intermediary to
give the Distributor access to its Financial Professionals for educational and
marketing purposes. In some cases, intermediaries will include the Funds on a
preferred list. The Distributor's goals include making the Financial
Professionals who interact with current and prospective investors and
shareholders more knowledgeable about the Funds so that they can provide
suitable information and advice about the Funds and related investor services.
The amounts paid to intermediaries vary by Fund and by share class.
Additionally,
in some cases the Distributor and its affiliates will provide payments or
reimbursements in connection with the costs of conferences, educational
seminars, training and marketing efforts related to the Funds. Such activities
may be sponsored by intermediaries or the Distributor. The costs associated with
such activities may include travel, lodging, entertainment, and meals. In some
cases the Distributor will also provide payment or reimbursement for expenses
associated with transactions ("ticket") charges and general marketing expenses.
Other compensation may be paid to the extent not prohibited by applicable laws,
regulations or the rules of any self-regulatory agency, such as
FINRA.
The
payments described in this SAI may create a conflict of interest by influencing
your Financial Professional or your intermediary to recommend a Fund over
another investment, or to recommend one share class of a Fund over another share
class. Ask your Financial Professional or visit your intermediary's website for
more information about the total amounts paid to them by PGI and its affiliates,
and by sponsors of other investment companies your Financial Professional may
recommend to you.
Your
intermediary may charge you additional fees other than those disclosed in the
Prospectus. Ask your Financial Professional about any fees and commissions they
charge.
Although
a Fund may use brokers who sell shares of the Funds to effect portfolio
transactions, the sale of shares is not considered as a factor by the Fund's
sub-advisors when selecting brokers to effect portfolio
transactions.
As
of January 7, 2022, the Distributor anticipates that the firms that will receive
additional payments as described in the Additional Payments to Intermediaries
section above (other than sales charges, Rule 12b-1 fees and expense
reimbursement) include, but are not necessarily limited to, the
following:
|
|
|
|
|
|
|
|
|
Advisor
Group
Alight
Financial Solutions LLC
American
Century Investments
American
Enterprise Investment
Services
Inc.
American
General Life Insurance Co.
American
United Life Insurance Co.
Ameriprise
Financial Services
Ameritas
Investments Corp
Ascensus
Ascensus
College Savings Record
Keeping
Services, LLC
AXA
Advisors, LLC
AXA
Equitable Life Insurance Co.
Baird
Benefit
Plan Administrators
Benefit
Solutions
Benefit
Trust Company
BNY
Mellon NA
Broadridge
Business Process
Outsourcing,
LLC
Cambridge
Investment Research Inc.
Canterbury
Consulting Incorporated
Capstone
Wealth Advisors LLC
Cetera
Advisor Networks LLC
Charles
Schwab Trust Company
Chris
Hays Wealth Management LLC
Citigroup
Global Markets Inc.
Columbia
Management Investment
Advisers,
LLC
Commonwealth
Financial Network
Concentrum
Wealth Management, LLC
Coordinated
Capital Securities, Inc.
CPI
Qualified Consultants
Digital
Retirement Solutions
ePlan
Services, Inc.
Equitable
Financial Life Insurance
Company
Equitable
Financial Life Insurance
Company
of America
ETRADE
Savings Bank
Fidelity
Investment Institutional
Operations
Co.
Financial
Data Services LLC |
First
Republic Securities Co., LLC
Four
Peaks Planning and Investments LLC
FSC
Securities Corporation
G.A.
Repple & Company
Global
Retirement Partners LLC
Goldman
Sachs & Co.
Gradient
Investments LLC
Gradient
Securities, LLC
Great
West Life & Annuity
GWFS
Equities, Inc.
ICMA-Retirement
Corp.
Investacorp
Inc.
J.P.
Morgan Securities, Inc.
Janney
Montgomery Scott
John
Hancock Trust Co.
Jones
& Associates Premier Financial
Solutions
Kestra
Investment Services, LLC
KMS
Financial Services, Inc.
Lincoln
Investment Planning, Inc.
Lincoln
Retirement Services Co.
LPL
Financial Corporation
Massachusetts
Mutual Life Insurance
Company
Mercer
HR Services
Merrill
Lynch
MidAtlantic
Capital Corporation
Midland
National Life Insurance Company
Minnesota
Life Insurance Company
MML
Investors Services Inc.
Morgan
Stanley Smith Barney LLC
National
Financial Services LLC
Nationwide
Investment Services Corp
Newport
Group Retirement Plan Services
Northwestern
Mutual Investment Services
NYLIFE
Securities, LLC
Oppenheimer
& Co.
Pershing
LLC
Plan
Administrators, Inc.
Principal
Life Insurance Company
Principal
Securities, Inc
Private
Client Services, LLC
Prudential
Retirement Services |
Putnam
Investors Services
Raymond
James & Associates, Inc.
Raymond
James Financial Services, Inc.
RBC
Capital Markets Corp.
RBC
Correspondent Services
Reliance
Trust Company
Retirement
Clearinghouse
Robert
W. Baird & Co.
Royal
Alliance Associates, Inc.
SA
Stone Wealth Management Inc.
SagePoint
Financial, Inc.
Sammons
Institutional Group
Securities
America, Inc.
Securities
Service Network, Inc.
Spectrum
Investment Advisors, Inc.
Standard
Insurance Company
Stifel
Nicolaus & Company, Inc.
T.
Rowe Price Retirement Plan Services
TD
Ameritrade Inc.
TD
Ameritrade Trust Company
Thrivent
Financial for Lutherans
TIAA-CREF
Total
Administrative Services Corporation
Towerpoint
Wealth LLC
Triad
Advisors, Inc.
Triad
Hybrid Solutions, LLC
UBS
Financial Services, Inc.
US
Bancorp Investments
VALIC
Retirement Services Company
Vanguard
Brokerage Services
Vanguard
Group, The
Voya
Financial Advisors, Inc.
Voya
Institutional Plan Services, LLC
Voya
Institutional Trust Co.
Wells
Fargo Advisors FINET, LLC
Wells
Fargo Advisors, LLC
Wells
Fargo Advisors LLC Bank
Wells
Fargo Bank, N.A.
Wells
Fargo Clearing Services LLC
Wilmington
Trust Retirement & Ins
Services
Woodbury
Financial Services |
The
preceding list is subject to change at any time without notice. Any additions,
modifications, or deletions to the financial intermediaries identified in this
list that have occurred since the date noted above are not reflected. To obtain
a current list, call 1-800-222-5852.
BROKERAGE
ALLOCATION AND OTHER PRACTICES
Brokerage
on Purchases and Sales of Securities
All
orders for the purchase or sale of portfolio securities are placed on behalf of
a Fund by PGI, or by the Fund's sub-advisor pursuant to the terms of the
applicable sub-advisory agreement. In distributing brokerage business arising
out of the placement of orders for the purchase and sale of securities for any
Fund, the objective of PGI and of each Fund's sub-advisor is to obtain the best
overall terms. In pursuing this objective, PGI or the sub-advisor considers all
matters it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and executing capability of
the broker or dealer, confidentiality, including trade anonymity, and the
reasonableness of the commission, if any (for the specific transaction and on a
continuing basis). This may mean in some instances that PGI or a sub-advisor
will pay a broker commissions that are in excess of the amount of commissions
another broker might have charged for executing the same transaction when PGI or
the sub-advisor believes that such commissions are reasonable in light of a) the
size and difficulty of the transaction, b) the quality of the execution
provided, and c) the level of commissions paid relative to commissions paid by
other institutional investors. Such factors are viewed both in terms of that
particular transaction and in terms of all transactions that broker executes for
accounts over which PGI or the sub-advisor exercises investment discretion. The
Board has also adopted a policy and procedure designed to prevent the Funds from
compensating a broker/dealer for promoting or selling Fund shares by directing
brokerage transactions to that broker/dealer for the purpose of compensating the
broker/dealer for promoting or selling Fund shares. Therefore, PGI or the
sub-advisor may not compensate a broker/dealer for promoting or selling Fund
shares by directing brokerage transactions to that broker/dealer for the purpose
of compensating the broker/dealer for promoting or selling Fund shares. PGI or a
sub-advisor may purchase securities in the over-the-counter market, utilizing
the services of principal market makers unless better terms can be obtained by
purchases through brokers or dealers, and may purchase securities listed on the
NYSE from non-Exchange members in transactions off the Exchange.
PGI
or a sub-advisor may give consideration in the allocation of business to
services performed by a broker (e.g., the furnishing of statistical data and
research generally consisting of, but not limited to, information of the
following types: analyses and reports concerning issuers, industries, economic
factors and trends, portfolio strategy, performance of client accounts, and
access to research analysts, corporate management personnel, and industry
experts). If any such allocation is made, the primary criteria used will be to
obtain the best overall terms for such transactions or terms that are reasonable
in relation to the research or brokerage services provided by the broker or
dealer when viewed in terms of either a particular transaction or a
sub-advisor’s overall responsibilities to the accounts under its management. PGI
or a sub-advisor generally pays additional commission amounts for such research
services. Statistical data and research information received from brokers or
dealers as described above may be useful in varying degrees and PGI or a
sub-advisor may use it in servicing some or all of the accounts it manages.
PGI
and the sub-advisors allocated portfolio transactions for the Funds indicated in
the following table to certain brokers for the year ended October 31, 2021 due
to research services provided by such brokers. The table also indicates the
commissions paid to such brokers as a result of these portfolio
transactions.
|
|
|
|
|
|
|
|
|
Fund |
Amount
of
Transactions
because
of
Research
Services
Provided |
Related
Commissions Paid |
Diversified
Income |
$440,329,768 |
$267,295 |
Diversified
International |
4,517,444,765 |
2,683,419 |
Equity
Income |
2,863,791,394 |
836,171 |
Global
Emerging Markets |
97,328,866 |
57,887 |
Global
Real Estate Securities |
582,179,829 |
370,479 |
International
I |
391,658,322 |
150,021 |
LargeCap
Growth I |
786,735,266 |
138,660 |
LargeCap
S&P 500 Index |
295,257,028 |
53,661 |
LargeCap
Value III |
2,459,556,566 |
804,063 |
MidCap |
4,896,853,110 |
1,492,201 |
MidCap
Growth |
213,354,303 |
81,498 |
MidCap
Growth III |
565,694,591 |
136,538 |
MidCap
S&P 400 Index |
37,258,283 |
13,234 |
MidCap
Value I |
2,243,763,441 |
775,630 |
Overseas |
1,349,525,354 |
1,000,071 |
Principal
Capital Appreciation |
869,067,306 |
189,839 |
Real
Estate Securities |
872,988,714 |
549,728 |
|
|
|
|
|
|
|
|
|
Fund |
Amount
of
Transactions
because
of
Research
Services
Provided |
Related
Commissions Paid |
SmallCap |
416,801,610 |
370,054 |
SmallCap
Growth I |
1,140,764,165 |
653,062 |
SmallCap
S&P 600 Index |
13,936,363 |
10,061 |
SmallCap
Value II |
680,187,783 |
1,028,879 |
Subject
to the rules promulgated by the SEC, as well as other regulatory requirements,
the Board has approved procedures whereby a Fund may purchase securities that
are offered in underwritings in which an affiliate of a sub‑advisor, or PGI,
participates. These procedures prohibit a Fund from directly or indirectly
benefiting a sub‑advisor affiliate or PGI affiliate in connection with such
underwritings. In addition, for underwritings where a sub-advisor affiliate or
PGI participates as a principal underwriter, certain restrictions may apply that
could, among other things, limit the amount of securities that a Fund could
purchase in the underwritings. The sub-advisor shall determine the amounts and
proportions of orders allocated to the sub-advisor or affiliate. The Board will
receive quarterly reports on these transactions.
The
Board has approved procedures that permit a Fund to effect a purchase or sale
transaction between the Fund and any other affiliated investment company or
between a Fund and affiliated persons of the Fund under limited circumstances
prescribed by SEC rules. Any such transaction must be effected without any
payment other than a cash payment for the securities, for which a market
quotation is readily available, at the current market price; must be consistent
with the investment objective, investment strategy, and risk profile of the
Fund; and no brokerage commission or fee (except for customary transfer fees),
or other remuneration may be paid in connection with the transaction. The Board
will receive quarterly reports on these transactions.
The
Board has also approved procedures that permit a Fund's sub-advisor(s) to place
portfolio trades with an affiliated broker under circumstances prescribed by SEC
Rules 17e-1 and 17a-10. The procedures require that total commissions, fees, or
other remuneration received or to be received by an affiliated broker must be
reasonable and fair compared to the commissions, fees or other remuneration
received by other brokers in connection with comparable transactions involving
similar securities being purchased or sold on a securities exchange during a
comparable time period. The Board will receive quarterly reports on these
transactions.
Purchases
and sales of debt securities and money market instruments usually are principal
transactions; portfolio securities are normally purchased directly from the
issuer or from an underwriter or marketmakers for the securities. Such
transactions are usually conducted on a net basis with a Fund paying no
brokerage commissions. Purchases from underwriters include a commission or
concession paid by the issuer to the underwriter, and the purchases from dealers
serving as marketmakers include the spread between the bid and asked
prices.
The
following table shows the brokerage commissions paid during the periods
indicated.
|
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|
|
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|
|
|
|
|
|
|
|
Total
Brokerage Commissions Paid for Periods Ended October 31 |
Fund |
2021 |
|
2020 |
|
2019 |
|
California
Municipal Fund |
$ |
801 |
|
|
$ |
3,290 |
|
|
$ |
6,088 |
|
|
Core
Fixed Income Fund |
— |
|
|
— |
|
|
1,378 |
|
|
Core
Plus Bond |
15,956 |
|
|
16,172 |
|
|
28,375 |
|
|
Diversified
Income |
1,637,794 |
|
|
1,492,047 |
|
|
2,033,406 |
|
(1) |
Diversified
International |
7,756,328 |
|
|
8,382,170 |
|
|
10,964,605 |
|
|
Equity
Income |
1,399,777 |
|
|
1,334,450 |
|
|
1,684,442 |
|
|
Global
Emerging Markets |
252,012 |
|
|
314,253 |
|
|
2,748,447 |
|
|
Global
Real Estate Securities |
1,385,168 |
|
|
1,766,085 |
|
|
2,224,162 |
|
|
High
Income |
23 |
|
|
1,888 |
|
|
2,625 |
|
|
High
Yield |
3,132 |
|
|
47,036 |
|
|
6,208 |
|
|
Inflation
Protection |
7,576 |
|
|
4,106 |
|
|
7,443 |
|
(1) |
International
I |
149,981 |
|
|
152,478 |
|
|
203,032 |
|
|
LargeCap
Growth I |
823,663 |
|
|
1,319,454 |
|
|
1,180,004 |
|
|
LargeCap
S&P 500 Index |
199,065 |
|
|
153,014 |
|
|
29,646 |
|
|
LargeCap
Value III |
954,086 |
|
|
881,284 |
|
|
741,357 |
|
|
MidCap |
2,734,986 |
|
|
2,183,860 |
|
|
3,181,548 |
|
|
MidCap
Growth |
257,783 |
|
|
234,942 |
|
|
215,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Brokerage Commissions Paid for Periods Ended October 31 |
MidCap
Growth III |
231,154 |
|
|
320,801 |
|
|
377,887 |
|
|
MidCap
S&P 400 Index |
39,848 |
|
|
121,143 |
|
|
70,217 |
|
|
MidCap
Value I |
949,168 |
|
|
1,126,888 |
|
|
815,770 |
|
|
Overseas |
1,825,373 |
|
|
2,280,378 |
|
|
1,796,336 |
|
|
Principal
Capital Appreciation |
356,313 |
|
|
521,687 |
|
|
856,827 |
|
|
Real
Estate Securities |
1,501,016 |
|
|
2,473,748 |
|
|
1,417,735 |
|
|
SAM
Balanced Portfolio |
105,330 |
|
|
77,184 |
|
|
110,984 |
|
|
SAM
Conservative Balanced Portfolio |
35,810 |
|
|
14,242 |
|
|
63,891 |
|
|
SAM
Conservative Growth Portfolio |
75,010 |
|
|
37,530 |
|
|
167,250 |
|
|
SAM
Flexible Income Portfolio |
11,390 |
|
|
162,488 |
|
|
110,368 |
|
|
SAM
Strategic Growth Portfolio |
18,910 |
|
|
61,420 |
|
|
346,583 |
|
|
Short-Term
Income |
— |
|
|
— |
|
|
— |
|
|
SmallCap |
855,323 |
|
|
538,900 |
|
|
373,121 |
|
|
SmallCap
Growth I |
1,572,443 |
|
|
1,218,085 |
|
|
1,214,616 |
|
|
SmallCap
S&P 600 Index |
49,801 |
|
|
167,498 |
|
24,974 |
|
SmallCap
Value II |
1,365,112 |
|
|
1,362,063 |
|
1,212,061 |
|
Tax-Exempt
Bond |
4,111 |
|
|
3,300 |
|
6,439 |
|
|
(1)
Previous
amounts have been restated using the methodology used for reporting similar data
in Form N-CEN, which results in higher amounts than previously
stated.
Primary
reasons for changes in several Funds' brokerage commissions for the three years
were changes in commission rates; changes in Fund size; changes in market
conditions; changes in money managers of certain Funds; and implementation of
investment strategies. In some cases, such events required substantial portfolio
restructurings, resulting in increased securities transactions and brokerage
commissions.
In
particular, primary reasons for changes in brokerage commissions for those Funds
with relatively greater variations for the three years were, in part: for the
LargeCap S&P 500 Index Fund in 2020 and 2021, and for the MidCap S&P 400
Index, Real Estate Securities, and SmallCap S&P 600 Index Funds in 2020,
changes in trading volumes, with higher volumes resulting in higher commissions;
and for the High Yield Fund and the SAM Flexible Income Portfolio, increased
trading in exchange-traded funds, with such increases resulting in higher
commissions for 2020.
Brokerage
commissions from the portfolio transactions effected for the Funds were paid to
brokers affiliated with PGI or such Fund's Sub-Advisors for the fiscal years
ended October 31 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Sub-Advisor
Employed by the Fund Complex |
Affiliated
Broker Receiving Commissions |
2021
Commissions Paid to Affiliated Broker |
%
of Fund's Total Commissions |
%
of Dollar Amount of
Fund's Commissionable Transactions |
Diversified
Income |
|
Principal
Financial Group |
SAMI
Brokerage LLC |
13,294 |
|
0.81 |
% |
0.37 |
% |
Total |
$ |
13,294 |
|
0.81 |
% |
0.37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Sub-Advisor
Employed by the Fund Complex |
Affiliated
Broker Receiving Commissions |
2020
Commissions Paid to Affiliated Broker |
%
of Fund's Total Commissions |
%
of Dollar Amount of
Fund's Commissionable Transactions |
Diversified
Income |
|
Principal
Financial Group |
SAMI
Brokerage LLC |
38,686 |
|
2.59 |
% |
1.26 |
% |
Total |
$ |
38,686 |
|
2.59 |
% |
1.26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Sub-Advisor
Employed by the Fund Complex |
Affiliated
Broker Receiving Commissions |
2019
Commissions Paid to Affiliated Broker |
%
of Fund's Total Commissions |
%
of Dollar Amount of
Fund's Commissionable Transactions |
Diversified
Income |
|
Principal
Financial Group |
SAMI
Brokerage LLC |
5,645 |
|
0.28 |
% |
0.18 |
% |
Total |
$ |
5,645 |
|
0.28 |
% |
0.18 |
% |
Material
differences, if any, between the percentage of a Fund's brokerage commissions
paid to a broker and the percentage of transactions effected through that broker
reflect the commission rates the sub-advisor has negotiated with the broker.
Commission rates a sub-advisor pays to brokers may vary and reflect such factors
as the trading volume placed with a broker, the type of security, the market in
which a security is traded and the trading volume of that security, the types of
services provided by the broker (i.e. execution services only or additional
research services) and the quality of a broker's execution.
The
following table indicates the value of each Fund's aggregate holdings, in
thousands, of the securities of its regular brokers or dealers for the fiscal
year ended October 31, 2021.
|
|
|
|
|
|
|
|
|
Holdings
of Securities of Principal Funds, Inc. Regular Brokers and
Dealers |
Fund |
Broker
or Dealer |
Holdings
(in
thousands) |
Core
Fixed Income |
Bank
of America |
$ |
102,170 |
|
|
Bank
of New York Mellon Corp/The |
107,266 |
|
Citigroup
Inc |
100,818 |
|
Goldman
Sachs Group Inc/The |
99,118 |
|
Jefferies
Group LLC |
75,911 |
|
JPMorgan
Chase & Co |
100,230 |
|
Morgan
Stanley |
97,422 |
Core
Plus Bond |
Bank
of America |
6,964 |
|
Barclays
PLC |
2,616 |
|
BNP
Paribas SA |
2,199 |
|
Citigroup
Inc |
1,185 |
|
Credit
Suisse Group AG |
4,993 |
|
Goldman
Sachs Group Inc/The |
4,109 |
|
JPMorgan
Chase & Co |
1,464 |
|
Morgan
Stanley |
9,304 |
|
UBS
Group AG |
451 |
Diversified
Income |
Bank
of America |
17,822 |
|
Bank
of New York Mellon Corp/The |
13,492 |
|
Barclays
PLC |
13,278 |
|
BNP
Paribas SA |
11,492 |
|
Citigroup
Inc |
27,879 |
|
Credit
Suisse Group AG |
12,743 |
|
Goldman
Sachs Group Inc/The |
21,425 |
|
Jefferies
Group LLC |
886 |
|
JPMorgan
Chase & Co |
27,168 |
|
Morgan
Stanley |
4,194 |
|
UBS
Group AG |
9,755 |
Diversified
International |
BNP
Paribas SA |
38,324 |
Equity
Income |
Bank
of America |
112,171 |
|
JPMorgan
Chase & Co |
271,867 |
|
Morgan
Stanley |
167,615 |
High
Yield |
Barclays
PLC |
14,715 |
|
JPMorgan
Chase & Co |
7,380 |
International
Fund I |
UBS
Group AG |
3,167 |
LargeCap
Growth I |
Goldman
Sachs Group Inc/The |
497 |
LargeCap
S&P 500 Index |
Bank
of America |
55,830 |
|
Bank
of New York Mellon Corp/The |
7,418 |
|
Citigroup
Inc |
22,118 |
|
Goldman
Sachs Group Inc/The |
21,987 |
|
JPMorgan
Chase & Co |
80,105 |
|
Morgan
Stanley |
23,673 |
|
|
|
|
|
|
|
|
|
Holdings
of Securities of Principal Funds, Inc. Regular Brokers and
Dealers |
Fund |
Broker
or Dealer |
Holdings
(in
thousands) |
LargeCap
Value III |
Bank
of America |
$ |
39,176 |
|
|
Bank
of New York Mellon Corp/The |
1,330 |
|
Citigroup
Inc |
22,864 |
|
Goldman
Sachs Group Inc/The |
75,907 |
|
Jefferies
Group LLC |
267 |
|
JPMorgan
Chase & Co |
33,308 |
|
Morgan
Stanley |
3,978 |
MidCap
S&P 400 Index |
Jefferies
Group LLC |
4,818 |
MidCap
Value I |
Bank
of New York Mellon Corp/The |
33,270 |
|
Jefferies
Group LLC |
466 |
Money
Market |
Barclays
PLC |
12,999 |
|
BNP
Paribas SA |
7,000 |
|
Citigroup
Inc |
9,400 |
|
Goldman
Sachs Group Inc/The |
16,565 |
|
JPMorgan
Chase & Co |
3,000 |
|
Mizuho
Bank Ltd/New York NY |
8,799 |
Overseas |
Barclays
PLC |
19,678 |
|
BNP
Paribas SA |
6,556 |
|
Credit
Suisse Group AG |
16,620 |
|
Mizuho
Bank Ltd/New York NY |
1,267 |
|
UBS
Group AG |
2,656 |
Principal
Capital Appreciation |
JPMorgan
Chase & Co |
63,008 |
Short-Term
Income |
Bank
of America |
95,030 |
|
Bank
of New York Mellon Corp/The |
24,722 |
|
BNP
Paribas SA |
10,113 |
|
Citigroup
Inc |
55,375 |
|
Credit
Suisse Group AG |
33,691 |
|
Goldman
Sachs Group Inc/The |
48,634 |
|
JPMorgan
Chase & Co |
103,002 |
|
Morgan
Stanley |
83,726 |
|
UBS
Group AG |
30,448 |
Allocation
of Trades
By
the Manager (“PGI”). PGI
has its own trading platform and personnel that perform trade-related functions.
Where applicable, PGI trades on behalf of its own clients. Such transactions are
executed in accordance with PGI's trading policies and procedures, including,
but not limited to trade allocations and order aggregation, purchase of new
issues, and directed brokerage. PGI acts as discretionary investment advisor for
a variety of individual accounts, ERISA accounts, registered investment
companies, insurance company separate accounts, and public employee retirement
plans and places orders to trade portfolio securities for each of these
accounts. Managing multiple accounts may give rise to potential conflicts of
interest including, for example, conflicts among investment strategies and
conflicts in the allocation of investment opportunities. PGI has adopted and
implemented policies and procedures that it believes address the potential
conflicts associated with managing accounts for multiple clients and are
designed to ensure that all clients are treated fairly and equitably. These
procedures include allocation policies and procedures and internal review
processes.
If,
in carrying out the investment objectives of its respective clients, occasions
arise in which PGI deems it advisable to purchase or sell the same equity
securities for two or more client accounts at the same or approximately the same
time, PGI may submit the orders to purchase or sell to a broker/dealer for
execution on an aggregate or "bunched" basis. PGI will not aggregate orders
unless it believes that aggregation is consistent with (1) its duty to seek best
execution and (2) the terms of its investment advisory agreements. In
distributing the securities purchased or the proceeds of sale to the client
accounts participating in a bunched trade, no advisory account will be favored
over any other account and each account that participates in an aggregated order
will participate at the average share price for all transactions of PGI relating
to that aggregated order on a given business day, with all transaction costs
relating to that aggregated order shared on a pro rata basis.
Because
of PGI's role as investment advisor to each of the Funds and discretionary
advisor to funds of funds and some underlying funds, conflicts may arise in
connection with the services PGI provides to funds of funds with respect to
asset class and target weights for each asset class and investments made in
underlying funds. PGI also provides advisory services to funds that have
multiple investment advisors (“Multi-Managed Funds”). These services include
determining the portion of a Multi-Managed Fund's portfolio to be allocated to
an advisor. Conflicts may arise in connection with the services PGI provides to
the funds of funds that it manages, in connection with the services PGI provides
to other funds of funds and Multi-Managed Funds, for the following
reasons:
•PGI
serves as the investment advisor to the underlying funds in which the funds of
funds invest, sometimes as the discretionary advisor, and an affiliated
investment advisor may serve as sub-advisor to the funds in which a fund of
funds may invest. This raises a potential conflict because PGI's or an
affiliated company's profit margin may vary depending upon the underlying fund
in which the funds of funds invest.
•PGI
or an affiliated person may serve as investment advisor to a portion of a
Multi-Managed Fund. In addition, PGI might recommend that an affiliated person
serve as sub-advisor to a portion of a Multi-Managed Fund. This raises a
potential conflict because PGI's or an affiliated investment advisor's profit
margin may vary depending on the extent to which a Multi-Managed Fund's assets
are managed by PGI or allocated to an affiliated advisor.
•A
sub-advisor may determine that the asset class PFI has hired it to manage (for
example, small capitalization growth stocks) can be managed effectively only by
limiting the amount of money devoted to the purchase of securities in the asset
class. In such a case, a sub-advisor may impose a limit on the amount of money
PFI may place with the sub-advisor for management. When a sub-advisor for two or
more PFI Funds imposes such a limit, PGI and/or the sub-advisor may need to
determine which Fund will be required to limit its investment in the asset class
and the degree to which the Fund will be so limited. PGI and the sub-advisor may
face a conflict of interest in making its determination.
PGI
implements the following in an effort to limit the appearance of conflicts of
interest and the opportunity for events that could trigger an actual conflict of
interest:
•PGI
implements a process for selecting underlying funds that emphasizes the
selection of funds within the Principal Funds complex that are determined to be
consistent with the fund of fund’s objective and principal investment
strategies. However, PGI will select an unaffiliated underlying fund managed by
an unaffiliated sub-advisor when deemed necessary or appropriate based upon a
consideration of the Fund’s objective and investment strategies and available
expertise and resources within the Principal organization.
•PGI
uses a process to select investment advisors that emphasizes the selection of
PGI or Principal-affiliated sub-advisors that are determined to be qualified
under the Manager’s due diligence process. However, PGI will select an
unaffiliated sub-advisor to manage all or a portion of a Fund’s portfolio when
deemed necessary or appropriate based upon a consideration of the Fund’s
objective and investment strategies and available expertise and resources within
the Principal organization.
•PGI
provides ongoing oversight of the Funds' investments to monitor adherence to
their investment program.
By
the Sub-Advisors. The
portfolio managers of each sub-advisor manage a number of accounts other than
the Fund's portfolios, including in some instances proprietary or personal
accounts. 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. Each 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.
Investments
the sub-advisor deems appropriate for the Fund's portfolio may also be deemed
appropriate by it for other accounts. Therefore, the same security may be
purchased or sold at or about the same time for both the Fund's portfolio and
other accounts. In such circumstances, the sub-advisor may determine that orders
for the purchase or sale of the same security for the Fund's portfolio and one
or more other accounts should be combined. In this event the transactions will
be priced and allocated in a manner deemed by the sub-advisor to be equitable
and in the best interests of the Fund’s portfolio and such other accounts. While
in some instances combined orders could adversely affect the price or volume of
a security, the Fund believes that its participation in such transactions on
balance will produce better overall results for the Fund.
PURCHASE
AND REDEMPTION OF SHARES
Purchase
of Shares
Participating
insurance companies and certain other designated organizations are authorized to
receive purchase orders on the Funds' behalf and those organizations are
authorized to designate their agents and affiliates as intermediaries to receive
purchase orders. Purchase orders are deemed received by a Fund when authorized
organizations, their agents or affiliates receive the order. The Funds are not
responsible for the failure of any designated organization or its agents or
affiliates to carry out its obligations to its customers. Class A shares of the
Funds are purchased at their public offering price and other share classes of
the Funds are purchased at the net asset value ("NAV") per share, as determined
at the close of the regular trading session of the NYSE next occurring after a
purchase order is received and accepted by an authorized agent of a Fund. In
order to receive a day's price, an order must be received in good order by the
close of the regular trading session of the NYSE as described below in "Pricing
of Fund Shares."
All
income dividends and capital gains distributions, if any, on a Fund's
Institutional Class and Classes R-1, R-3, R-4, R-5, and R-6 shares are
reinvested automatically in additional shares of the same class of the same
Fund. Dividends and capital gains distributions, if any, on a Fund's Classes A,
C, and J shares are reinvested automatically in additional shares of the same
Class of shares of the same Fund unless the shareholder elects to take dividends
in cash. The reinvestment will be made at the NAV determined on the first
business day following the record date.
The
Fund, at its discretion, may permit the purchase of shares using securities as
consideration (a purchase in-kind).
MidCap
Fund
For
retail investors (i.e., non-employer sponsored retirement plan investors),
effective as of the close of the New York Stock Exchange on June 14, 2013, and
for employer-sponsored retirement plan investors, effective as of the close of
the New York Stock Exchange on August 15, 2013, the MidCap Fund (the “Fund”) is
no longer available for purchases from new investors except in limited
circumstances, such as the following:
•Shareholders,
including those in omnibus accounts, who own shares of the Fund as of June 14,
2013 (for retail investors, i.e., non-employer sponsored retirement plan
investors) or August 15, 2013, (for employer sponsored retirement plan
investors), may continue to make purchases, exchanges, and dividend or capital
gains reinvestment in existing accounts.
•Registered
Investment Advisor (RIA) and bank trust firms that have an investment allocation
to the MidCap Strategy (i.e. investments in the same strategy used in collective
investment trust, separately managed accounts, individually managed accounts or
insurance separate accounts) in a fee-based, wrap or advisory account, may
continue to add new clients, purchase shares, and exchange into the Fund. The
Fund will not be available to new RIA and bank trust firms.
•Shareholders
through accounts at private banks may continue to purchase shares and exchange
into the Fund. Private banks that have an investment allocation to the MidCap
Strategy may add new clients to the Fund. The Fund will not be available to
private bank or private bank platforms not already investing in the MidCap
Strategy.
•Shareholders
in broker/dealer wrap or fee-based programs that have an investment allocation
to the Fund may continue to purchase shares and exchange into the Fund. Existing
broker/dealer wrap or fee-based programs may add new participants.
•Shareholders
in certain types of retirement plans (including 401(k)s, SEPs, SIMPLEs, 403(b)s,
etc.) may continue to purchase shares and exchange into the Fund. New
participants in these plans may elect to purchase shares of the
Fund.
•Shareholders
within brokerage accounts may continue to purchase shares of the Fund; however,
new brokerage accounts will not be permitted to begin investing in the Fund
after June 14, 2013.
•529
plans that include the Fund within their investment options may continue to
purchase shares and exchange into the Fund.
•Investors
who have a direct investment in the MidCap Strategy may, subject to the approval
of the Distributor, purchase shares in the Fund.
•Shareholders
that invest through accounts with Principal Securities, Inc.
At
the sole discretion of the Distributor, the Fund may permit certain types of
investors to open new accounts, impose further restrictions on purchases, or
reject any purchase orders, all without prior notice.
Money
Market Fund
Effective
as of the close of the New York Stock Exchange January 18, 2018, Class C and
Institutional Class Shares of the Fund are no longer available for purchases or
for exchanges from other series of the Principal Funds, Inc.
Class
R-1 Shares
For
retirement plan investors, effective as of the close of the New York Stock
Exchange on January 31, 2017, Class R-1 shares are no longer available for
purchase from new retirement plans except in limited circumstances. However, if
a retirement plan currently offers Class R-1, such plans will be allowed to
continue to invest in that share class through Funds they currently offer in
their plans or Funds they add to their plans.
Abandoned
or Orphaned Accounts
In
order to invest in shares of Principal Funds, a shareholder’s account must have
a registered broker-dealer on file with us when the account is established. If
an active account does not have a registered broker-dealer on file, we consider
the account to be an “abandoned or orphaned account”. If we determine in
our discretion that an account is abandoned or orphaned, we will take the
following actions:
•Notify
the shareholder in writing as to the account’s status and request that the
account(s) be moved to another registered broker-dealer;
•Remove
the broker/dealer from the account. If the shareholder does not request
another registered broker/dealer to be added to the account, Principal
Shareholder Services, Inc. (“PSS”), the Funds’ Transfer Agent, will hold the
accounts until another registered broker/dealer is added to the account.
PSS is not a broker-dealer and does not offer investment advice;
and
•No
initial sales charge will apply to purchases of Fund shares while PSS is holding
the account.
Sales
of Shares
Payment
for shares tendered for redemption is ordinarily made in cash. The Fund may
determine, however, that it would be detrimental to the remaining shareholders
to make payment of a redemption order wholly or partly in cash. The Fund may,
therefore, pay the redemption proceeds in whole or in part by a distribution "in
kind" of securities from the Fund's portfolio in lieu of cash. If the Fund pays
the redemption proceeds in kind, the redeeming shareholder might incur brokerage
or other costs in selling the securities for cash. The Fund will value
securities used to pay redemptions in kind using the same method the Fund uses
to value its portfolio securities as described below in "Pricing of Fund
Shares."
The
right to require the Funds to redeem their shares may be suspended, or the date
of payment may be postponed, whenever: 1) trading on the NYSE is restricted, as
determined by the SEC, or the NYSE is closed except for holidays and weekends;
2) the SEC permits such suspension and so orders; or 3) an emergency exists as
determined by the SEC so that disposal of securities or determination of NAV is
not reasonably practicable.
Certain
designated organizations are authorized to receive sell orders on the Fund's
behalf and those organizations are authorized to designate their agents and
affiliates as intermediaries to receive redemption orders. Redemption orders are
deemed received by the Fund when authorized organizations, their agents or
affiliates receive the order. The Fund is not responsible for the failure of any
designated organization or its agents or affiliates to carry out its obligations
to its customers.
Exchanges
Between Classes of Shares
Through
your financial intermediary, in certain limited circumstances, you may become
eligible to exchange shares of a Fund you own for shares of a different class of
the same Fund, if you become eligible to purchase shares of such different class
of the same Fund through your account with your financial intermediary. The
following shows the permitted exchanges, subject to the conditions described
herein:
|
|
|
|
|
|
Exchange
From Class |
Exchange
To Class |
A |
Institutional |
C |
A,
Institutional |
Institutional |
A,
C, R-6 |
Such
same Fund exchanges between share classes are permitted subject to conditions
including, but not limited to, the following:
•You
or your retirement plan sponsor must be eligible to purchase shares of the class
into which the exchange is to occur;
•Your
financial intermediary or the retirement plan sponsor's financial intermediary
must have an agreement with the underwriter or transfer agent of Principal Funds
allowing the purchase of such share class for you;
•The
Fund must offer shares of such class of such Fund in your state or the state of
the retirement plan sponsor;
•In
order to exchange into Class A shares, you must be eligible to: (i) purchase
Class A shares with no initial sales charge; or (ii) exchange into Class A
shares through your financial intermediary with no initial sales
charge;
•Depending
on the circumstances, for exchanges from Classes A and C shares there may be a
contingent deferred sales charge in connection with the exchange;
•Any
such exchange must be requested by your financial intermediary or retirement
plan sponsor (with approval by the Distributor) and, except as otherwise
approved by the Distributor, must result from either (i) the financial
intermediary seeking to have shares of the Funds on their platform held in a
particular share class, (ii) the share class becoming available to your
financial intermediary or financial professional through a new relationship, or
(iii) your retirement plan sponsor electing to have shares of the Funds offered
as part of the plan investment options held in a particular share class;
and
•The
Government Money Market Fund does not permit exchanges.
If
after purchasing Institutional Class shares you become ineligible to invest in
Institutional Class shares, you may be permitted to exchange from Institutional
Class shares into other share classes issued by the same Fund if your financial
intermediary determines you qualify for such an exchange.
You
should check with your financial intermediary to see if the exchange you wish to
complete will satisfy the conditions. Your ability to exchange between share
classes of the same Fund may be limited by the operational limitations of your
financial intermediary. Please consult your financial professional for more
information.
While
such an exchange may not be considered a taxable event for income tax purposes,
you should consult with your tax advisor regarding possible federal, state,
local and foreign tax consequences.
Money
Market Fund - Investor Transaction Considerations Regarding Liquidity Fees and
Redemption Gates*
•
If a shareholder submits a redemption order while a
redemption gate is in effect, the redemption order is invalid and a shareholder
must submit a new redemption order after the gate is lifted.
•
If the Money Market Fund received, but has not yet
processed, a purchase order prior to notifying investors of the imposition of
liquidity fees or redemption gates, such purchase order will be considered a
valid purchase and will be processed normally.
•
If a liquidity fee is imposed during the day, an
intermediary that receives both purchase and redemption orders from a single
underlying accountholder will not apply the liquidity fee to the net amount of
redemptions made by that same accountholder, since the purchase order was
received before the time the liquidity fee was implemented.
•
If a redemption request was verifiably submitted to the
Money Market Fund’s agent before a liquidity fee or redemption gate is imposed
but is received by the Money Market Fund after a liquidity fee or redemption
gate is imposed, the fund will pay the proceeds of the redemption request
despite the gate and will not impose a liquidity fee on the redemption
request.
•
A checkwriting redemption request which is verifiably
submitted to the Money Market Fund’s agent before a liquidity fee or redemption
gate is imposed will be considered a valid redemption and will be processed
normally.
*This
does not apply to the Government Money Market Fund.
GOVERNMENT
MONEY MARKET AND MONEY MARKET FUNDS MATERIAL EVENTS
Imposition
of Liquidity Fees and Temporary Suspensions of Fund Redemptions
Since
October 14, 2016, there has not been any occasion on which the Money Market Fund
has: (i) invested less than ten percent, and/or (ii) invested less than thirty
percent, but more than ten percent, of its total assets in weekly liquid assets.
Financial
Support Provided to the Government Money Market Fund or Money Market
Fund
Since
October 14, 2016 (or, for the Government Money Market Fund, since inception),
there has not been any occasion on which the Government Money Market Fund or
Money Market Fund has: (i) been provided financial support from an affiliated
person, promoter, or principal underwriter of the Fund, or an affiliated person
of such a person, and/or (ii) participated in one or more mergers with another
investment company.
Form
N-CR
If
applicable, the Fund was required to disclose additional information about this
event (or these events, as appropriate) on Form N-CR and to file this form with
the Securities and Exchange Commission. Any Form N-CR filing submitted by the
Fund is available on the EDGAR Database on the Securities and Exchange
Commission’s Internet site at www.sec.gov.
PRICING
OF FUND SHARES
Each
Fund's shares are bought and sold at the current net asset value ("NAV") per
share. Each Fund's NAV for each class is calculated each day the New York Stock
Exchange ("NYSE") is open, as of the close of business of the Exchange (normally
3:00 p.m. Central Time). The NAV of Fund shares is not determined on days the
NYSE is closed (generally, New Year's Day; Martin Luther King, Jr. Day;
Washington's Birthday/Presidents' Day; Good Friday; Memorial Day; Juneteenth,
Independence Day; Labor Day; Thanksgiving Day; and Christmas). When an order to
buy or sell shares is received, the share price used to fill the order is the
next price calculated after the order is received in proper form.
The
Funds will not treat an intraday unscheduled disruption in NYSE trading as a
closure of the NYSE and will price shares as of 3:00 p.m. Central Time, if the
particular disruption directly affects only the NYSE.
For
all Funds except the Government Money Market and Money Market Funds, the share
price is calculated by:
• taking
the current market value of the total assets of the Fund
• subtracting
liabilities of the Fund
• dividing
the remainder proportionately into the classes of the Fund
• subtracting
the liability of each class
• dividing
the remainder by the total number of shares owned in that class.
In
determining NAV, securities listed on an Exchange, the Nasdaq National Market
and any foreign markets within the Western Hemisphere are valued at the closing
prices on such markets, or if such price is lacking for the trading period
immediately preceding the time of determination, such securities are valued at
their current bid price.
Municipal
securities held by the Funds are traded primarily in the over-the-counter
market. Valuations of such securities are furnished by one or more pricing
services employed by the Funds and are based upon appraisals obtained by a
pricing service, in reliance upon information concerning market transactions and
quotations from recognized municipal securities dealers.
Other
securities that are traded on the over-the-counter market are valued at their
closing bid prices. Each Fund will determine the market value of individual
securities held by it, by using prices provided by one or more professional
pricing services which may provide market prices to other funds, or, as needed,
by obtaining market quotations from independent broker-dealers. Debt securities
with remaining maturities of sixty days or less for which market quotations and
information furnished by a third party pricing service are not readily available
will be valued at amortized cost, which approximates current value. Securities
for which quotations are not readily available, and other assets, are valued at
fair value determined in good faith under procedures established by and under
the supervision of the Board.
A
Fund’s securities may be traded on foreign securities markets that close each
day prior to the time the NYSE closes. In addition, foreign securities trading
generally or in a particular country or countries may not take place on all
business days in New York. The Fund has adopted policies and procedures to “fair
value” some or all securities held by a Fund. These fair valuation procedures
are intended to discourage shareholders from investing in the Fund for the
purpose of engaging in market timing or arbitrage transactions. The values of
foreign securities used in computing share price are determined at the time the
foreign market closes. Foreign securities and currencies are converted to U.S.
dollars using the exchange rate in effect at the close of the NYSE.
Occasionally, events affecting the value of foreign securities occur when the
foreign market is closed and the NYSE is open. The NAV of a Fund investing in
foreign securities may change on days when shareholders are unable to purchase
or redeem shares. If the Manager believes that the market value is materially
affected, the share price will be calculated using the policy adopted by the
Fund.
Certain
securities issued by companies in emerging markets may have more than one quoted
valuation at any point in time, sometimes referred to as a "local" price and a
"premium" price. The premium price is often a negotiated price which may not
consistently represent a price at which a specific transaction can be effected.
It is the policy of the Funds to value such securities at prices at which it is
expected those shares may be sold, and the Manager is authorized to make such
determinations subject to the oversight of the Board as may from time to time be
necessary.
Appendix
B provides a specimen price-make-up sheet showing how the Fund calculates the
total offering price per share.
Government
Money Market and Money Market Funds (the "Money Market Funds")
The
share price of each Class of shares of the Money Market Funds is determined at
the same time and on the same days as the Funds described above. All securities
held by the Money Market Funds are valued on an amortized cost basis. Under this
method of valuation, a security is initially valued at cost; thereafter, the
Money Market Funds assume a constant proportionate amortization in value until
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the security. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price that would be
received upon sale of the security.
Use
of the amortized cost valuation method by the Money Market Funds requires the
Funds to maintain a dollar weighted average maturity of 60 days or less and to
purchase only obligations that have remaining maturities of 397 days or less,
with certain exceptions permitted by applicable regulations, or have a variable
or floating rate of interest. In addition, the Funds invest only in obligations
determined by the Directors to be of high quality with minimal credit
risks.
The
Board has established procedures for the Money Market Funds designed to
stabilize, to the extent reasonably possible, the Funds' price per share as
computed for the purpose of sales and redemptions at $1.00. Such procedures
include a directive to PGI to test price the portfolio or specific securities on
a weekly basis using a mark-to-market method of valuation to determine possible
deviations in the net asset value from $1.00 per share. If such deviation
exceeds ½ of 1%, the Board promptly considers what action, if any, will be
initiated. In the event the Board determines that a deviation exists which may
result in material dilution or other unfair results to shareholders, it takes
such corrective action as it regards as appropriate, including: sale of
portfolio instruments prior to maturity; the withholding of dividends;
redemptions of shares in kind; the establishment of a net asset value per share
based upon available market quotations; or splitting, combining or otherwise
recapitalizing outstanding shares. The Funds may also reduce the number of
shares outstanding by redeeming proportionately from shareholders, without the
payment of any monetary compensation, such number of full and fractional shares
as is necessary to maintain the net asset value at $1.00 per share.
The
Board has approved policies and procedures for PGI to conduct monthly stress
testing of the Money Market Funds' ability to maintain a stable net asset value
per share and a weekly liquid asset level of at least 10%.
TAX
CONSIDERATIONS
Qualification
as a Regulated Investment Company
The
Funds intend to qualify annually to be treated as regulated investment companies
(RICs) under the Internal Revenue Code of 1986, as amended, (the IRC) by
satisfying certain requirements prescribed by Subchapter M of the IRC. To
qualify as RICs, the Funds must invest in assets that produce types of income
specified in the IRC (Qualifying Income). Whether the income from derivatives,
swaps, commodity-linked derivatives and other commodity/natural resource-related
securities is Qualifying Income is unclear under current law. Accordingly, the
Funds’ ability to invest in certain derivatives, swaps, commodity-linked
derivatives and other commodity/natural resource-related securities may be
restricted. Further, if the Funds invest in these types of securities and the
income is not determined to be Qualifying Income, it may cause such Fund to fail
to qualify as a RIC under the IRC for a given year. If a Fund fails to qualify
as a RIC for a particular year, it will be liable for taxes, significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat distributions (as long or short-term capital gains or qualifying
dividends) of the Fund in the manner they were received by the
Fund.
Futures
Contracts and Options
As
previously discussed, some of the Funds invest in futures contracts or options
thereon, index options, or options traded on qualified exchanges. For federal
income tax purposes, capital gains and losses on futures contracts or options
thereon, index options or options traded on qualified exchanges are generally
treated as 60% long-term and 40% short-term. In addition, the Funds must
recognize any unrealized gains and losses on such positions held at the end of
the fiscal year. A Fund may elect out of such tax treatment, however, for a
futures or options position that is part of an "identified mixed straddle" such
as a put option purchased with respect to a portfolio security. Gains and losses
on futures and options included in an identified mixed straddle are considered
100% short-term and unrealized gains or losses on such positions are not
realized at year-end. The straddle provisions of the IRC may require the
deferral of realized losses to the extent that a Fund has unrealized gains in
certain offsetting positions at the end of the fiscal year. The IRC may also
require recharacterization of all or a part of losses on certain offsetting
positions from short-term to long-term, as well as adjustment of the holding
periods of straddle positions.
International
Funds
Some
foreign securities purchased by the Funds may be subject to foreign withholding
taxes that could reduce the yield on such securities. The amount of such foreign
taxes is expected to be insignificant. Shareholders of the Funds that invest in
foreign securities may be entitled to claim a credit or deduction with respect
to foreign taxes. The Funds may from year to year make an election to pass
through such taxes to shareholders. If such election is not made, any foreign
taxes paid or accrued will represent an expense to each affected Fund that will
reduce its investment company taxable income. Certain Funds may purchase
securities of certain foreign corporations considered to be passive foreign
investment companies by the IRS. In order to avoid taxes and interest that must
be paid by the Funds if these instruments appreciate in value, the Funds may
make various elections permitted by the tax laws. However, these elections could
require that the Funds recognize additional taxable income, which in turn must
be distributed. In addition, the Fund’s investments in foreign securities or
foreign currencies may increase or accelerate the Fund’s recognition of ordinary
income and may affect the timing or amount of the Fund’s
distributions.
Under
the Foreign Account Tax Compliance Act (FATCA), a Fund may be required to
withhold a 30% tax on (a) dividends paid by the Fund, and (b) certain capital
gain distributions and/or the proceeds arising from the sale of Fund shares paid
by the Fund after December 31, 2018, to certain foreign entities, referred to as
foreign financial institutions or non-financial foreign entities, that fail to
comply (or be deemed compliant) with extensive new reporting and withholding
requirements designed to inform the U.S. Department of the Treasury of
U.S.-owned foreign investment accounts. The IRS recently issued proposed
regulations indicating its intent to eliminate the 30% withholding tax on gross
proceeds. A Fund may disclose the information that it receives from its
shareholders to the IRS, non-U.S. taxing authorities or other parties as
necessary to comply with FATCA. Withholding also may be required if a foreign
entity that is a shareholder of a Fund fails to provide the Fund with
appropriate certifications or other documentation concerning its status under
FATCA.
Special
Tax Considerations for the California Municipal and Tax-Exempt Bond Funds
(collectively the “Municipal Funds” or singly the "Fund")
The
Municipal Funds also intend to qualify to pay "exempt-interest dividends" to its
shareholders. An exempt-interest dividend is that part of dividend distributions
made by the Fund which consist of interest received by that Fund on tax-exempt
municipal obligations. Shareholders incur no federal income taxes on
exempt-interest dividends. However, these exempt-interest dividends may be
taxable under state or local law. Exempt-interest dividends that derive from
certain private activity bonds must be included by individuals as a preference
item in determining whether they are subject to the alternative minimum tax. The
Fund may also pay ordinary income dividends and distribute capital gains from
time to time. Ordinary income dividends and distributions of capital gains, if
any, are taxable for federal purposes.
If
a shareholder receives an exempt-interest dividend with respect to shares of the
Fund held for six months or less, then any loss on the sale or exchange of such
shares, to the extent of the amount of such dividend, is disallowed. If a
shareholder receives a capital gain dividend with respect to shares held for six
months or less, then any loss on the sale or exchange of such shares is treated
as a long term capital loss to the extent the loss exceeds any exempt-interest
dividend received with respect to such shares, and is disallowed to the extent
of such exempt-interest dividend.
Interest
on indebtedness incurred or continued by a shareholder to purchase or carry
shares of this Fund is not deductible. Furthermore, entities or persons who are
"substantial users" (or related persons) under Section 147(a) of the Internal
Revenue Code of facilities financed by private activity bonds should consult
their tax advisors before purchasing shares of the Fund.
From
time to time, proposals have been introduced before Congress for the purpose of
restricting or eliminating the federal income tax exemption for interest on
municipal obligations. If legislation is enacted that eliminates or
significantly reduces the availability of municipal obligations, it could
adversely affect the ability of the Fund to continue to pursue its investment
objectives and policies. In such event, the Fund would reevaluate its investment
objectives and policies.
PORTFOLIO
HOLDINGS DISCLOSURE
The
portfolio holdings of any Fund that is a fund of funds are shares of underlying
mutual funds; holdings of any fund of funds may be made available upon request.
In addition, the Funds may publish month-end portfolio holdings information for
each Fund’s portfolio on the www.principal.com website and on the
www.principalfunds.com website on the thirteenth business day of the following
month. The Funds may also occasionally publish information on the websites
relating to specific events, such as the impact of a natural disaster, corporate
debt default or similar events on portfolio holdings. The Funds may also
occasionally publish information on the websites concerning the removal,
addition or change in weightings of underlying funds in which the funds of funds
invest. The Government Money Market and Money Market Funds also publish on the
website www.principal.com, within five business days after the end of each
month, certain information required to be made publicly available by SEC rule.
It is the Funds' policy to disclose only public information regarding portfolio
holdings (i.e. information published on the websites or filed with the SEC),
except as described below.
Non-Specific
Information.
Under the Portfolio Holdings Disclosure Policy, the Funds may distribute
non-specific information about the Funds and/or summary information about the
Funds as requested. Such information will not identify any specific portfolio
holding, but may reflect, among other things, the quality, character, or sector
distribution of a Fund's holdings. This information may be made available at any
time (or without delay).
Policy.
The Funds and PGI have adopted a policy of disclosing non-public portfolio
holdings information to third parties only to the extent required by federal
law, and to the following third parties, so long as such third party has agreed,
or is legally obligated, to maintain the confidentiality of the information and
to refrain from using such information to engage in securities
transactions:
1) Daily
to the Fund's portfolio pricing services, Bloomberg LP, ICE Data Services, J.P.
Morgan PricingDirect, Inc., and IHS Markit Partners, to obtain prices for
portfolio securities;
2) Upon
proper request to government regulatory agencies or to self-regulatory
organizations;
3) As
needed to Ernst & Young LLP, the independent registered public accounting
firm, in connection with the performance of the services provided by Ernst &
Young LLP to the Fund;
4) To
the sub-advisors' proxy service providers (Broadridge Financial Solutions, LLC,
Glass Lewis & Co., and Institutional Shareholder Services (ISS)) to
facilitate voting of proxies;
5) To
the Fund's custodian, The Bank of New York Mellon, in connection with the
custodial services it provides to the Fund; and
6) Kessler,
Topaz, Meltzer & Check, LLP, in connection with legal services it provides
to the Funds.
The
Funds are also permitted to enter into arrangements to disclose portfolio
holdings to other third parties in connection with the performance of a
legitimate business purpose if such third party agrees in writing to maintain
the confidentiality of the information prior to the information being disclosed.
Any such written agreement must be approved by an officer of the Funds, PGI or
the Fund's sub-advisor. Approval must be based on a reasonable belief that
disclosure to such other third party is in the best interests of the Fund's
shareholders. If a conflict of interest is identified in connection with
disclosure to any such third party, the Fund's or PGI’s Chief Compliance Officer
("CCO") must approve such disclosure, in writing before it occurs. The Funds
currently have disclosure agreements with the following:
|
|
|
|
|
|
|
|
|
Abacus
Group LLC |
DTI
Global |
Moody's
Analytics |
Abel
Noser |
Duco
Technology Limited |
Morgan
Stanley |
ACA
Compliance Alpha |
Dynamo
Software |
Morningstar,
Inc. |
ACA
Market Abuse Surveilance Module |
Eagle |
MSCI
ESG Risk Metrics |
Accenture |
Eagle
Investment Systems Corp. |
MSCI
- Risk Metrics |
Adobe |
Electra
Information Systems |
Natixis
Investment Managers |
Advent
APX |
Electra-Reconciliation |
Nomura
International |
Advent
Axys |
eVestment
Alliance |
Northern
Trust |
Advent
Geneva |
Eze
Castle Software LLC |
Northern
Trust Integrated Trading Solutions |
Algorithmics |
FactSet |
Omgeo
LLC |
Allview
Systems Holdings - Everest |
FactSet
Research Systems Inc. |
Portware,
LLC |
Ashland
Partners |
Financial
Recovery Technologies (FRT) |
PricewaterhouseCoopers,
LLP |
Assette |
Financial
Tracking Technologies LLC |
Qontigo
(Axioma Risk System) |
Axioma |
FIS
Global Asset Management |
Refinitiv |
Barclays |
FIS
PTA |
RR
Donnelley and Sons |
Barra |
FTSE
Fixed Income LLC |
Russell
Investments Implementation Services, LLC |
|
|
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|
|
|
|
|
|
Black
Mountain Systems |
FX
Transparency |
SDL |
BlackRock
Aladdin |
Global
Relay |
SEI
Global Services, Inc. |
Bloomberg
AIM |
Global
Trading Analytics |
SEI
Inveestments Co |
Bloomberg
BVAL |
ICE
Liquidity |
Serena |
Bloomberg
LP |
IHS
Markit LTD |
SmartStream
Technologies |
Bloomberg
Port |
INDATA |
Solvency
Analytics AG |
Bloomberg
Professional Services |
Indus
Valley Partners (IVP) |
SS&C
Advent |
BNY
Mellon |
Intercontinental
Exchange, Inc. |
SS&C
(Evare) |
Broadridge |
InvestCloud
Inc |
SS&C
Technologies |
Broadridge
Business Process Outsourcing Solutions, LLC |
Investment
Company Institute (ICI) |
SS&C
Technologies Holdings |
Broadridge
Financial Solutions, Inc./Proxy Edge |
Investor
Tools, Inc. |
SS&C
Vision FI |
Broadridge
Systems |
Iron
Mountain |
State
Street Bank & Trust |
Brown
Brothers Harriman |
JPMorgan |
State
Street Corporation |
Cassini
Systems, Inc. |
KPMG |
Style
Research |
Charles
River |
Lend
Amend |
SWIFT |
Charles
River Development |
LexisNexis |
Sybase
Inc. |
Charles
River Trading System |
Linedata |
Thebigword |
Clearpar
(Markit) |
Lionbridge |
Toppan
Merrill |
Confluence
Technologies |
LiquidNet |
TriOptima |
Deutsche
Bank |
London
Stock Exchange Group |
TSI
(Virtus) |
DG3 |
Markit
WSO Services |
Veritas |
Donnelley
Financial Solutions |
MBI
Solutions, LLC |
Veritext
Global |
DST
Systems |
Merrill
Corporation |
Virtu
Americas LLC |
DTCC
Derivatives Repository Ltd. |
Microsoft
Azure |
WCI
Consulting |
DTCC
OASYS |
|
|
Any
agreement by which any Fund or any party acting on behalf of the Fund agrees to
provide Fund portfolio information to a third party, other than a third party
identified in the policy described above, must be approved prior to information
being provided to the third party, unless the third party is a regulator or has
a duty to maintain the confidentiality of such information and to refrain from
using such information to engage in securities transactions. A written record of
approval will be made by the person granting approval.
The
Funds' non-public portfolio holdings information policy applies without
variation to individual investors, institutional investors, intermediaries that
distribute the Funds' shares, third party service providers, rating and ranking
organizations, and affiliated persons of the Funds. Neither the Funds nor PGI
nor any other party receives compensation in connection with the disclosure of
Fund portfolio information. The Funds' CCO will periodically, but no less
frequently than annually, review the Funds' portfolio holdings disclosure policy
and recommend changes the CCO believes are appropriate, if any, to the Board. In
addition, the Board must approve any change in the Funds' portfolio holdings
disclosure policy that would expand the distribution of such
information.
PROXY
VOTING POLICIES AND PROCEDURES
The
Board has delegated responsibility for decisions regarding proxy voting for
securities held by each Fund to PGI or to the Fund's sub-advisor, as
appropriate. PGI and each sub-advisor will vote such proxies in accordance with
its proxy policies and procedures, which have been reviewed by the Board, and
which are found in Appendix C. Any material changes to the proxy policies and
procedures will be submitted to the Board for approval.
Funds
that operate as funds of funds invest in shares of other Funds of PFI and PETF.
PGI is authorized to vote proxies related to the underlying funds. If an
underlying fund holds a shareholder meeting, in order to avoid any potential
conflict of interest, PGI will vote shares of such fund on any proposal
submitted to the fund's shareholders in the same proportion as the votes of
other shareholders of the underlying fund.
For
Funds that participate in a securities lending program, the voting rights for
securities that are loaned are transferred to the borrower. Therefore, the
lender (i.e. a Fund) is not entitled to vote the loaned securities, unless it
recalls those securities. Those managing the Fund’s investments may recall
securities for voting purposes when they reasonably believe the ability to vote
such securities outweighs the additional revenue received if such securities
were not recalled.
Information
regarding how the Funds voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30, 2022, is available, without
charge, upon request, by calling 1-800-222-5852 or by accessing the Fund’s most
recently filed Form N-PX on the SEC website at www.sec.gov.
FINANCIAL
STATEMENTS
The
financial statements of the Funds at October 31, 2021, are incorporated herein
by reference to the Registrant’s most recent Annual
Report to Shareholders
filed with the SEC on Form N-CSR. The unaudited financial statements of the Fund
at April 30, 2022 are also incorporated herein by reference from the Fund's most
recent Semi-Annual
Report to Shareholders
filed with the SEC on Form N-CSR.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ernst
& Young LLP (700 Nicollet Mall, Suite 500, Minneapolis, MN 55402) is the
independent registered public accounting firm for the Fund Complex.
GENERAL
INFORMATION
MidCap
S&P 400 Index Fund, LargeCap S&P 500 Index Fund, and SmallCap S&P
600 Index Fund Only. The
Funds are not sponsored, endorsed, sold, or promoted by S&P Global ("S&P
Global"). S&P Global makes no representation or warranty, express or
implied, to Fund shareholders or any member of the public regarding the
advisability of investing in securities generally or in these Funds particularly
or the ability of the S&P 500 Index, S&P MidCap 400 Index, or S&P
SmallCap 600 Index to track general stock market performance. S&P Global's
only relationship to Principal Life Insurance Company and PGI is the licensing
of certain trademarks and trade names of S&P Global and the S&P 500
Index, S&P MidCap 400 Index, or S&P SmallCap 600 Index which are
determined, composed, and calculated by S&P Global without regard to
Principal Life Insurance Company, PGI, or the Funds. S&P Global has no
obligation to take the needs of Principal Life Insurance Company, PGI or Fund
shareholders into consideration in determining, composing or calculating the
S&P 500 Index, S&P MidCap 400 Index, or S&P SmallCap 600 Index.
S&P Global is not responsible for and has not participated in the
determination of the prices of the Funds or the timing of the issuance or sale
of the Funds or in the determination or calculation of the equation by which the
Funds are to be converted into cash. S&P Global has no obligation or
liability in connection with the administration, marketing, or trading of the
Funds.
S&P
GLOBAL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX, THE S&P MIDCAP 400 INDEX, OR THE S&P SMALLCAP 600 INDEX OR
ANY DATA CONTAINED THEREIN AND S&P GLOBAL SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P GLOBAL MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY PRINCIPAL LIFE INSURANCE
COMPANY, PRINCIPAL, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX, THE S&P MIDCAP 400 INDEX, OR THE S&P
SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P GLOBAL MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500
INDEX, THE S&P MIDCAP 400 INDEX OR THE S&P SMALLCAP 600 INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
S&P GLOBAL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
CONTROL
PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The
following list identifies shareholders who own more than 25% of the voting
securities of a Fund as of November 4, 2022. It is presumed that a person who
owns more than 25% of the voting securities of a Fund controls the Fund. A
control person could control the outcome of proposals presented to shareholders
for approval. The information is listed in alphabetical order by
Fund.
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|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
CORE
PLUS BOND |
67.98% |
NATIONAL
FINANCIAL SERVICES LLC |
DELAWARE |
FIDELITY
GLOBAL |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR |
|
BROKERAGE
GROUP, |
|
|
CUSTOMERS |
|
INC.
a wholly owned |
|
|
499
WASHINGTON BLVD |
|
subsidiary
of FMR, LLC |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
FINISTERRE
EMERGING |
27.19% |
NATIONAL
FINANCIAL SERVICES LLC |
DELAWARE |
FIDELITY
GLOBAL |
MARKETS
TOTAL |
|
FOR
EXCLUSIVE BENEFIT OF OUR |
|
BROKERAGE
GROUP, |
RETURN
BOND |
|
CUSTOMERS |
|
INC.
a wholly owned |
|
|
499
WASHINGTON BLVD |
|
subsidiary
of FMR, LLC |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
HIGH
INCOME |
52.32% |
PRINCIPAL
GLOBAL INVESTORS TRUST CO |
DELAWARE |
PRINCIPAL
HOLDING |
|
|
PRINCIPAL
LIFETIME HYBRID |
|
COMPANY,
LLC (1) |
|
|
COLLECTIVE
INVESTMENT FUNDS |
|
|
|
|
1300
SW 5TH AVE STE 3300 |
|
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|
|
PORTLAND
OR 97201-5640 |
|
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|
|
|
|
|
INFLATION
PROTECTION |
37.76% |
PRINCIPAL
GLOBAL INVESTORS TRUST CO |
DELAWARE |
PRINCIPAL
HOLDING |
|
|
PRINCIPAL
LIFETIME HYBRID |
|
COMPANY,
LLC (1) |
|
|
COLLECTIVE
INVESTMENT FUNDS |
|
|
|
|
1300
SW 5TH AVE STE 3300 |
|
|
|
|
PORTLAND
OR 97201-5640 |
|
|
|
|
|
|
|
INTERNATIONAL
I |
53.01% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
LARGECAP
GROWTH I |
39.12% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
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|
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|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
MIDCAP
GROWTH III |
36.44% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
MIDCAP
VALUE I |
32.82% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
62.82% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
STRATEGIC
INCOME |
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2010 |
50.25% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2015 |
71.75% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2020 |
54.06% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2025 |
72.98% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
PRINCIPAL
LIFETIME 2030 |
60.89% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2035 |
73.81% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2040 |
61.63% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2045 |
70.94% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2045 |
27.03% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2050 |
66.70% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2055 |
71.32% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
PRINCIPAL
LIFETIME 2055 |
25.69% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2060 |
78.18% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME 2065 |
73.42% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
40.07% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
INCOME |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
33.93% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2015 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
44.13% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2020 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
37.78% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2025 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
|
|
|
|
|
PRINCIPAL
LIFETIME |
46.23% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2030 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
45.38% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2035 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
49.74% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2040 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
52.50% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2045 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
56.16% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2050 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
PRINCIPAL
LIFETIME |
58.78% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2055 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
Percent of Ownership |
Shareholder
Name and Address |
Jurisdiction Under Which
Control Person is Organized (when control person is
a company) |
Parent
of Control Person (when control person is a company) |
PRINCIPAL
LIFETIME |
52.02% |
DCGT
AS TTEE AND/OR CUST |
DELAWARE |
PRINCIPAL
HOLDING |
HYBRID
2060 |
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
COMPANY,
LLC (1) |
|
|
OMNIBUS |
|
|
|
|
ATTN
NPIO TRADE DESK |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
SMALLCAP |
28.36% |
NATIONAL
FINANCIAL SERVICES LLC |
DELAWARE |
FIDELITY
GLOBAL |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR |
|
BROKERAGE
GROUP, |
|
|
CUSTOMERS |
|
INC.
a wholly owned |
|
|
499
WASHINGTON BLVD |
|
subsidiary
of FMR, LLC |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
SMALLCAP
GROWTH I |
40.44% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
SMALLCAP
VALUE II |
46.56% |
PRINCIPAL
LIFE INS. COMPANY CUST |
IOWA |
PRINCIPAL
FINANCIAL |
|
|
FBO
PFG OMNIBUS WRAPPED |
|
SERVICES,
INC. (1) |
|
|
AND
CUSTOM |
|
|
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
|
|
711
HIGH ST |
|
|
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
(1)
Principal Financial Group, Inc. is the parent of control for Principal
Financial Services, Inc.; Principal Financial Services, Inc. is the parent
of control for Principal Life Insurance Company and Principal Global
Investors, LLC; Principal Life Insurance Company is the parent of control
for Principal Holding Company, LLC. |
The
Board Members and officers of the Funds, member companies of the Principal
Financial Group, and certain other persons may purchase shares of the Funds
without the payment of any sales charge. The sales charge is waived on these
transactions because there are either no distribution costs or only minimal
distribution costs associated with the transactions. For a description of the
persons entitled to a waiver of sales charge in connection with their purchase
of shares of the Funds, see the discussion of the waiver of sales charges under
the caption "Choosing a Share Class and the Costs of Investing" in the
Prospectus.
Funds
that operate as funds of funds and Principal Life Insurance Company will vote in
the same proportion as shares of the Funds owned by other shareholders.
Therefore, neither the funds of funds nor Principal Life Insurance Company
exercise voting discretion.
The
Bylaws of PFI set the quorum requirement (a quorum must be present at a meeting
of shareholders for business to be transacted). The Bylaws of PFI state that a
quorum is the presence in person or by proxy of the holders of one-third of the
shares of capital stock of PFI or, when the meeting relates to a certain Fund,
that Fund, issued and outstanding and entitled to vote on the record date.
Certain
proposals presented to shareholders for approval require the vote of a "majority
of the outstanding voting securities," which is a term defined in the 1940 Act
to mean, with respect to a Fund, the affirmative vote of the lesser of 1) 67% or
more of the voting securities of the Fund present at the meeting of that Fund,
if the holders of more than 50% of the outstanding voting securities of the Fund
are present in person or by proxy, or 2) more than 50% of the outstanding voting
securities of the Fund (a "Majority of the Outstanding Voting
Securities").
Principal
Holders of Securities
The
Registrant is unaware of any persons who own beneficially (but are not
shareholders of record) 5% or more of any class of the Funds' outstanding
shares. The following list identifies the shareholders of record who own 5% or
more of any class of the Funds' outstanding shares as of November 4, 2022. The
list is presented in alphabetical order by Fund.
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
CALIFORNIA
MUNICIPAL (A) |
22.43% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
CALIFORNIA
MUNICIPAL (A) |
22.24% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
CALIFORNIA
MUNICIPAL (A) |
14.48% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CALIFORNIA
MUNICIPAL (A) |
8.07% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
CALIFORNIA
MUNICIPAL (A) |
6.77% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
CALIFORNIA
MUNICIPAL (A) |
5.62% |
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR EAST |
|
|
BUILDING
ONE, 2ND FLOOR |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
CALIFORNIA
MUNICIPAL (C) |
37.67% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
CALIFORNIA
MUNICIPAL (C) |
14.40% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
CALIFORNIA
MUNICIPAL (C) |
12.89% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
CALIFORNIA
MUNICIPAL (C) |
8.61% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
CALIFORNIA
MUNICIPAL (C) |
7.92% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
25.44% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
13.62% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
13.01% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
10.96% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 2 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
7.56% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
7.19% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
CALIFORNIA
MUNICIPAL (I) |
6.55% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
CORE
FIXED INCOME (A) |
29.50% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CORE
FIXED INCOME (A) |
9.93% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
CORE
FIXED INCOME (C) |
22.80% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CORE
FIXED INCOME (C) |
11.74% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
CORE
FIXED INCOME (C) |
11.38% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
CORE
FIXED INCOME (I) |
63.49% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CORE
FIXED INCOME (I) |
7.68% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
CORE
FIXED INCOME (I) |
6.90% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (I) |
5.44% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN STREET |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
CORE
FIXED INCOME (R1) |
96.02% |
VOYA
INSTITUTIONAL TRUST COMPANY |
|
|
1
ORANGE WAY |
|
|
WINDSOR
CT 06095-4773 |
|
|
|
CORE
FIXED INCOME (R3) |
65.46% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R3) |
10.20% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
GU & IM DDS PS DEFINED BENEFIT PLAN |
|
|
9954
RAINIER AVE S |
|
|
SEATTLE
WA 98118-5941 |
|
|
|
CORE
FIXED INCOME (R3) |
8.41% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
CORE
FIXED INCOME (R4) |
96.48% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R5) |
86.78% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R5) |
6.85% |
T
ROWE PRICE RETIREMENT PLAN SERVICES INC |
|
|
FBO
RETIREMENT PLAN CLIENTS |
|
|
4515
PAINTERS MILL RD |
|
|
OWINGS
MILLS MD 21117-4903 |
|
|
|
CORE
FIXED INCOME (R6) |
20.71% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R6) |
16.51% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R6) |
10.39% |
LIFETIME
2020 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING H-221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
CORE
FIXED INCOME (R6) |
7.68% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R6) |
6.85% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R6) |
5.62% |
LIFETIME
2025 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
FIXED INCOME (R6) |
5.25% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
PLUS BOND (A) |
9.96% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CORE
PLUS BOND (I) |
79.70% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
CORE
PLUS BOND (I) |
9.34% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
PLUS BOND (R1) |
89.17% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
PLUS BOND (R1) |
10.66% |
MID
ATLANTIC TRUST COMPANY FBO |
|
|
UNITED
STATES SQUASH RACQUETS 401(K |
|
|
1251
WATERFRONT PLACE SUITE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
CORE
PLUS BOND (R3) |
73.16% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
DES
MOINES IA 50392-0001 |
CORE
PLUS BOND (R3) |
6.53% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
SCOTT CONTRACTING CASH BALANCE PLAN |
|
|
702
OLD PEACHTREE RD NW STE 100 |
|
|
SUWANEE
GA 30024-4923 |
|
|
|
CORE
PLUS BOND (R4) |
76.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
PLUS BOND (R4) |
7.10% |
RANGER
PIPELINES INCORPORATED |
|
|
FBO
RANGER PIPELINES INC NQ EXCESS PLAN |
|
|
ATTN
PLAN TRUSTEE |
|
|
1790
YOSEMITE AVE |
|
|
SAN
FRANCISCO CA 94124-2622 |
|
|
|
CORE
PLUS BOND (R5) |
84.18% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
CORE
PLUS BOND (R5) |
5.33% |
NORTHWEST
ADMINISTRATORS |
|
|
FBO
NQ EXCESS OF NW ADMINISTRATORS |
|
|
ATTN
GAYLE BUSHNELL |
|
|
2323
EASTLAKE AVE E |
|
|
SEATTLE
WA 98102-3963 |
|
|
|
DIVERSIFIED
INCOME (A) |
15.46% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
DIVERSIFIED
INCOME (A) |
11.68% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
DIVERSIFIED
INCOME (A) |
11.14% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
DIVERSIFIED
INCOME (A) |
11.06% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
DIVERSIFIED
INCOME (A) |
6.32% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
DIVERSIFIED
INCOME (A) |
5.64% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
DIVERSIFIED
INCOME (C) |
30.97% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
DIVERSIFIED
INCOME (C) |
11.19% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
DIVERSIFIED
INCOME (C) |
7.96% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
DIVERSIFIED
INCOME (C) |
7.69% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
DIVERSIFIED
INCOME (C) |
5.68% |
CHARLES
SCHWAB & CO INC |
|
|
FBO
SPECIAL CUSTODY ACCOUNTS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN ST |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
DIVERSIFIED
INCOME (C) |
5.45% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
DIVERSIFIED
INCOME (C) |
5.35% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
DIVERSIFIED
INCOME (C) |
5.02% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
DIVERSIFIED
INCOME (I) |
14.21% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
DIVERSIFIED
INCOME (I) |
13.41% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
DIVERSIFIED
INCOME (I) |
10.83% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
DIVERSIFIED
INCOME (I) |
9.33% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
DIVERSIFIED
INCOME (I) |
8.37% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN STREET |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
DIVERSIFIED
INCOME (I) |
7.81% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
DIVERSIFIED
INCOME (I) |
7.69% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
DIVERSIFIED
INCOME (I) |
6.50% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
DIVERSIFIED
INCOME (I) |
5.17% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
DIVERSIFIED
INCOME (R6) |
37.71% |
ATTN
MUTUAL FUNDS OPERATIONS |
|
|
MAC
& CO A/C 798018 |
|
|
500
GRANT STREET ROOM 151-1010 |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
DIVERSIFIED
INCOME (R6) |
12.20% |
ATTN
MUTUAL FUND OPERATIONS |
|
|
MAC
& CO A/C 798045 |
|
|
500
GRANT STREET ROOM 151-1010 |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
DIVERSIFIED
INCOME (R6) |
10.46% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INCOME (R6) |
7.01% |
ATTN
MUTUAL FUND OPERATIONS |
|
|
MAC
& CO A/C 798041 |
|
|
500
GRANT STREET ROOM 151-1010 |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
DIVERSIFIED
INCOME (R6) |
6.14% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (A) |
13.01% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
DIVERSIFIED
INTERNATIONAL (I) |
58.23% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
DIVERSIFIED
INTERNATIONAL (I) |
10.62% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN STREET |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
DIVERSIFIED
INTERNATIONAL (I) |
7.87% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R1) |
85.83% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R1) |
8.11% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R3) |
62.16% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R4) |
75.27% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R4) |
8.04% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CRST INTL NQ PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R4) |
5.68% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
NQ BENEFIT FOR HCES OF MIECO |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
DIVERSIFIED
INTERNATIONAL (R5) |
76.53% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R5) |
7.10% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R6) |
12.78% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R6) |
11.99% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R6) |
9.77% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R6) |
5.80% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
DIVERSIFIED
INTERNATIONAL (R6) |
5.56% |
SAM
CONS GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
EQUITY
INCOME (A) |
16.18% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
EQUITY
INCOME (A) |
13.25% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
EQUITY
INCOME (A) |
9.34% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
EQUITY
INCOME (A) |
5.16% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
EQUITY
INCOME (C) |
23.53% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
EQUITY
INCOME (C) |
11.51% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
EQUITY
INCOME (C) |
8.50% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
EQUITY
INCOME (C) |
6.39% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
EQUITY
INCOME (C) |
6.39% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR EAST 3RD FL |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
EQUITY
INCOME (C) |
6.06% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
EQUITY
INCOME (C) |
5.52% |
STIFEL
NICOLAUS & CO INC |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
501
N BROADWAY |
|
|
SAINT
LOUIS MO 63102-2188 |
|
|
|
EQUITY
INCOME (I) |
26.93% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
EQUITY
INCOME (I) |
10.58% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
EQUITY
INCOME (I) |
5.40% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
EQUITY
INCOME (R1) |
90.64% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
EQUITY
INCOME (R1) |
9.16% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CONCORP CONCRETE INC DEFINED |
|
|
BENEFIT
PENSION PLAN |
|
|
2485
ASHCROFT AVE |
|
|
CLOVIS
CA 93611-6001 |
|
|
|
EQUITY
INCOME (R3) |
52.37% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
EQUITY
INCOME (R3) |
11.12% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
EQUITY
INCOME (R3) |
6.61% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
EQUITY
INCOME (R4) |
58.64% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
EQUITY
INCOME (R4) |
23.46% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 764 |
|
|
NYSA-ILA
MONEY PURCHASE PENSION |
|
|
10
EXCHANGE PL STE 1400 |
|
|
JERSEY
CITY NJ 07302-4931 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
EQUITY
INCOME (R5) |
90.34% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
27.19% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
13.41% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
12.46% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
9.87% |
SAM
CONS BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
8.53% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
6.00% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
5.54% |
SAM
CONS GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
FINISTERRE
EMERG MKTS TOTAL RT BD (I) |
5.47% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCT FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN ST |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GLOBAL
EMERGING MARKETS (A) |
20.75% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GLOBAL
EMERGING MARKETS (I) |
79.69% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GLOBAL
EMERGING MARKETS (I) |
6.64% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
EMERGING MARKETS (R1) |
86.21% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
EMERGING MARKETS (R3) |
63.08% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
EMERGING MARKETS (R4) |
78.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
EMERGING MARKETS (R4) |
10.53% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CRST INTL NQ PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
GLOBAL
EMERGING MARKETS (R5) |
78.20% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
EMERGING MARKETS (R6) |
91.50% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GLOBAL
EMERGING MARKETS (R6) |
5.70% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
PAN-AMERICAN LIFE INSURANCE CO |
|
|
ATTN
PLAN TRUSTEE 6784 |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (A) |
14.63% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (A) |
14.47% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY STREET |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (A) |
13.63% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (A) |
11.17% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (A) |
10.48% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (I) |
19.96% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (I) |
18.29% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (I) |
15.49% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GLOBAL
REAL ESTATE SECURITIES (I) |
9.55% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (I) |
5.52% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R3) |
37.02% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
BLUE ROCK REFINISHING SOLUTIONS |
|
|
LLC
CASH BALANCE PLAN |
|
|
2974
CLEVELAND AVE N |
|
|
SAINT
PAUL MN 55113-1101 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R3) |
35.11% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R3) |
14.94% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R3) |
5.73% |
STATE
STREET BANK CUSTODIAN CUST |
|
|
FBO
ACCESS ADP 401(K) PLAN |
|
|
1
LINCOLN STREET |
|
|
BOSTON
MA 02111-2901 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R4) |
68.65% |
VOYA
INSTITUTIONAL TRUST COMPANY |
|
|
1
ORANGE WAY |
|
|
WINDSOR
CT 06095-4773 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R4) |
29.46% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R5) |
81.47% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 002 |
|
|
CITY
OF JERSEY CITY |
|
|
280
GROVE STREET ROOM 106 |
|
|
JERSEY
CITY NJ 07302-3610 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R5) |
13.19% |
MID
ATLANTIC TRUST COMPANY FBO |
|
|
MATC
OMNIBUS DIV REINVEST |
|
|
1251
WATERFRONT PL STE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GLOBAL
REAL ESTATE SECURITIES (R6) |
25.30% |
UBATCO
& CO |
|
|
FBO
COLLEGE SAVINGS GROUP |
|
|
PO
BOX 82535 |
|
|
LINCOLN
NE 68501-2535 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R6) |
8.05% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R6) |
7.66% |
MAC
& CO A/C 681885 |
|
|
ATTN
MUTUAL FUND OPS |
|
|
500
GRANT STREET ROOM 151-1010 |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R6) |
6.56% |
NATIONWIDE
TRUST COMPANY FSB |
|
|
C/O
IPO PORTFOLIO ACCOUNTING |
|
|
PO
BOX 182029 |
|
|
COLUMBUS
OH 43218-2029 |
|
|
|
GLOBAL
REAL ESTATE SECURITIES (R6) |
6.30% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (A) |
20.24% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (A) |
11.65% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (I) |
31.85% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (I) |
21.03% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (I) |
16.81% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (I) |
15.77% |
SAM
CONS BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GOVERNMENT
& HIGH QUALITY BOND (I) |
5.47% |
SAM
CONS GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R1) |
75.43% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
KANE HANDEL DEFINED BENEFIT PLAN |
|
|
3525
DEL MAR HEIGHTS ROAD STE 231 |
|
|
SAN
DIEGO CA 92130-2199 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R1) |
23.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R3) |
44.54% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R3) |
8.48% |
ASCENSUS
TRUST COMPANY FBO |
|
|
STRUCTURAL
ENGINEERING CENTER INC 7009 |
|
|
PO
BOX 10758 |
|
|
FARGO
ND 58106-0758 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R3) |
6.78% |
USIC |
|
|
FBO
USIC EXEC BENEFIT PLAN |
|
|
ATTN
CARYN HILDRETH |
|
|
9045
RIVER RD STE 300 |
|
|
INDIANAPOLIS
IN 46240-6400 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R3) |
6.12% |
NORSELAND
INC |
|
|
FBO
EXECUTIVE NQ PLAN OF NORSELAND INC |
|
|
ATTN
MICHAEL ALBANO |
|
|
3
PARKLANDS DR STE 203 |
|
|
DARIEN
CT 06820-3652 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R4) |
83.52% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R4) |
6.33% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
NQ BENEFIT FOR HCES OF MIECO |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R5) |
45.33% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
GOVERNMENT
& HIGH QUALITY BOND (R5) |
16.51% |
BANKERS
TRUST COMPANY |
|
|
FBO
II-VI, INC DEFERRED COMPENSATION PLAN |
|
|
ATTN
DEBBIE WILLIAMS |
|
|
453
7TH ST |
|
|
DES
MOINES IA 50309-4110 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R5) |
15.73% |
NORTHWEST
ADMINISTRATORS |
|
|
FBO
NQ EXCESS OF NW ADMINISTRATORS |
|
|
ATTN
GAYLE BUSHNELL |
|
|
2323
EASTLAKE AVE E |
|
|
SEATTLE
WA 98102-3963 |
|
|
|
GOVERNMENT
& HIGH QUALITY BOND (R5) |
10.36% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
GOVERNMENT
MONEY MARKET (I) |
8.89% |
BOND
MARKET INDEX FUND |
|
|
FBO
PGI |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
MONEY MARKET (I) |
7.92% |
INCOME
FUND |
|
|
FBO
PGI |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
GOVERNMENT
MONEY MARKET (I) |
7.60% |
BNY
MELLON AS AGENT FOR VARIOUS |
|
|
PRINCIPAL
FUNDS |
|
|
500
GRANT ST |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
GOVERNMENT
MONEY MARKET (I) |
6.01% |
EQUITY
INCOME FUND |
|
|
FBO
PGI |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
HIGH
INCOME (I) |
52.32% |
PRINCIPAL
GLOBAL INVESTORS TRUST CO |
|
|
PRINCIPAL
LIFETIME HYBRID |
|
|
COLLECTIVE
INVESTMENT FUNDS |
|
|
1300
SW 5TH AVE STE 3300 |
|
|
PORTLAND
OR 97201-5640 |
|
|
|
HIGH
INCOME (I) |
12.45% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
HIGH
INCOME (I) |
7.86% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
INCOME (I) |
5.05% |
LIFETIME
2020 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
YIELD (A) |
14.70% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
HIGH
YIELD (A) |
9.86% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
HIGH
YIELD (A) |
5.49% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
HIGH
YIELD (A) |
5.45% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
HIGH
YIELD (C) |
19.61% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
HIGH
YIELD (C) |
19.43% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
HIGH
YIELD (C) |
7.66% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
HIGH
YIELD (C) |
7.04% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
HIGH
YIELD (C) |
5.21% |
LPL
FINANCIAL OMNIBUS CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
HIGH
YIELD (I) |
33.99% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
HIGH
YIELD (I) |
14.64% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
HIGH
YIELD (I) |
9.99% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
HIGH
YIELD (I) |
7.63% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
HIGH
YIELD (I) |
5.14% |
LPL
FINANCIAL OMNIBUS CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
HIGH
YIELD (R6) |
19.84% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
YIELD (R6) |
16.50% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
YIELD (R6) |
16.32% |
WELLS
FARGO BANK NA |
|
|
PO
BOX 1533 |
|
|
MINNEAPOLIS
MN 55480-1533 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
HIGH
YIELD (R6) |
8.77% |
SAM
CONS BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
YIELD (R6) |
6.17% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
HIGH
YIELD (R6) |
5.57% |
SAM
CONS GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (I) |
38.56% |
PRINCIPAL
GLOBAL INVESTORS TRUST CO |
|
|
PRINCIPAL
LIFETIME HYBRID |
|
|
COLLECTIVE
INVESTMENT FUNDS |
|
|
1300
SW 5TH AVE STE 3300 |
|
|
PORTLAND
OR 97201-5640 |
|
|
|
INFLATION
PROTECTION (I) |
13.34% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (I) |
10.07% |
LIFETIME
2020 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (I) |
7.58% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (I) |
5.24% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (R1) |
99.87% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (R3) |
41.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
INFLATION
PROTECTION (R3) |
22.14% |
DSL
CONSTRUCTION CORP |
|
|
FBO
EXEC NQ EXCESS OF DSL CONSTRUCTIONS |
|
|
ATTN
PLAN TRUSTEE |
|
|
11300
W OLYMPIC BLVD STE 770 |
|
|
LOS
ANGELES CA 90064-1644 |
|
|
|
INFLATION
PROTECTION (R3) |
17.58% |
PRINCIPAL
TRUST COMPANY |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
PRCD HOLDINGS LLC NQ DEF COMP |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
INFLATION
PROTECTION (R3) |
5.25% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
DUPAGE INTERNAL MEDICINE LLC |
|
|
228
OXFORD AVE |
|
|
CLARENDON
HLS IL 60514-2807 |
|
|
|
INFLATION
PROTECTION (R4) |
93.48% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (R5) |
89.47% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INFLATION
PROTECTION (R5) |
6.70% |
COMANCHE
COUNTY HOSPITAL AUTHORITY |
|
|
FBO
COMANCHE COUNTY HOSPITAL |
|
|
AUTHORITY
EMPLOYEE EXCESS PLAN |
|
|
ATTN
DONNA WADE |
|
|
3401
W GORE BLVD |
|
|
LAWTON
OK 73505-6300 |
|
|
|
INTERNATIONAL
I (I) |
57.20% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
INTERNATIONAL
I (I) |
24.30% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
INTERNATIONAL
I (I) |
7.03% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
INTERNATIONAL
I (R1) |
99.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INTERNATIONAL
I (R3) |
92.07% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INTERNATIONAL
I (R4) |
98.20% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INTERNATIONAL
I (R5) |
92.04% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INTERNATIONAL
I (R6) |
80.39% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
INTERNATIONAL
I (R6) |
8.17% |
C/O
BANKERS TRUST |
|
|
1
FREEDOM VALLEY DR |
|
|
OAKS
PA 19456-9989 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
GROWTH I (A) |
13.94% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
LARGECAP
GROWTH I (A) |
8.21% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
LARGECAP
GROWTH I (I) |
77.39% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
GROWTH I (I) |
8.74% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R1) |
95.77% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R3) |
72.23% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R4) |
55.18% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R4) |
19.99% |
EMPOWER
TRUST FBO |
|
|
EMPLOYEE
BENEFITS CLIENTS 401K |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
LARGECAP
GROWTH I (R4) |
5.40% |
CHARLES
SCHWAB & CO INC |
|
|
FBO
CHARLES SCHWAB & CO INC |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
LARGECAP
GROWTH I (R5) |
78.98% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R5) |
5.90% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
LARGECAP
GROWTH I (R6) |
59.83% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
GROWTH I (R6) |
6.04% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R6) |
5.25% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
GROWTH I (R6) |
5.08% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (A) |
17.81% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
LARGECAP
S&P 500 INDEX (A) |
6.88% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (C) |
16.24% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
LARGECAP
S&P 500 INDEX (C) |
15.61% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
LARGECAP
S&P 500 INDEX (C) |
11.72% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
LARGECAP
S&P 500 INDEX (C) |
10.12% |
STIFEL
NICOLAUS & CO INC |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
501
N BROADWAY |
|
|
SAINT
LOUIS MO 63102-2188 |
|
|
|
LARGECAP
S&P 500 INDEX (C) |
5.13% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1100 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
S&P 500 INDEX (I) |
10.70% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (I) |
9.26% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (I) |
8.96% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (I) |
7.09% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (R1) |
71.21% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (R3) |
62.45% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (R4) |
49.71% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
S&P 500 INDEX (R4) |
5.07% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
LARGECAP
S&P 500 INDEX (R5) |
72.34% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (I) |
12.99% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
VALUE III (I) |
12.56% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (I) |
11.08% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (I) |
9.94% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (I) |
6.88% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
LARGECAP
VALUE III (R1) |
92.62% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (R1) |
6.57% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
LARGECAP
VALUE III (R3) |
79.31% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (R4) |
72.71% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (R4) |
11.82% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CRST INTL NQ PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
LARGECAP
VALUE III (R4) |
6.75% |
NEW
LONDON HOSPITAL ASSOC INC |
|
|
FBO
NEW LONDON HOSP ASSOC INC 457B |
|
|
ATTN
TINA NAIMIE |
|
|
273
COUNTY RD |
|
|
NEW
LONDON NH 03257-7700 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
LARGECAP
VALUE III (R5) |
53.19% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
LARGECAP
VALUE III (R5) |
16.66% |
DELAWARE
CHARTER GUAR & TRUST CO |
|
|
FBO
PRINCIPAL TRUST COMPANY |
|
|
VEBA
TRUST IBEW HEALTH SAVING PLAN |
|
|
SOUTHWEST
SCHOOL CORPORATION |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
LARGECAP
VALUE III (R5) |
9.32% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
NIPPON LIFE INS CO EXEC NQ |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
LARGECAP
VALUE III (R5) |
6.97% |
APPALACHIAN
REGIONAL HEALTHCARE SYSTEM |
|
|
FBO
EXECUTIVE 457B OF ARHS INC |
|
|
ATTN
AMY CRABBE |
|
|
PO
BOX 2600 |
|
|
BOONE
NC 28607-2600 |
|
|
|
MIDCAP
(A) |
13.05% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
(A) |
5.23% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCOUNT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
MIDCAP
(A) |
5.10% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
MIDCAP
(C) |
28.28% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
(C) |
22.02% |
CHARLES
SCHWAB & CO INC |
|
|
FBO
SPECIAL CUSTODY ACCOUNTS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN ST |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
(C) |
8.46% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
MIDCAP
(C) |
8.31% |
STIFEL
NICOLAUS & CO INC |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
501
N BROADWAY |
|
|
SAINT
LOUIS MO 63102-2188 |
|
|
|
MIDCAP
(I) |
15.22% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
MIDCAP
(I) |
12.48% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
MIDCAP
(I) |
10.28% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
211
MAIN STREET |
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
MIDCAP
(I) |
10.04% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
(I) |
8.80% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
MIDCAP
(I) |
7.13% |
MLPF&S
FOR THE SOLE |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
MIDCAP
(I) |
5.41% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
MIDCAP
(R1) |
95.54% |
VOYA
INSTITUTIONAL TRUST COMPANY |
|
|
1
ORANGE WAY |
|
|
WINDSOR
CT 06095-4773 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
(R3) |
41.11% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
MIDCAP
(R3) |
16.50% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
(R4) |
27.84% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
MIDCAP
(R4) |
18.99% |
LINCOLN
RETIREMENT SERVICES CO |
|
|
FBO
UT SYSTEM ORP |
|
|
PO
BOX 7876 |
|
|
FORT
WAYNE IN 46801-7876 |
|
|
|
MIDCAP
(R4) |
18.13% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
(R4) |
7.56% |
LINCOLN
RETIREMENT SERVICES CO |
|
|
FBO
UT SYSTEM TSA |
|
|
PO
BOX 7876 |
|
|
FORT
WAYNE IN 46801-7876 |
|
|
|
MIDCAP
(R4) |
6.28% |
JOHN
HANCOCK TRUST COMPANY LLC |
|
|
690
CANTON ST STE 100 |
|
|
WESTWOOD
MA 02090-2324 |
|
|
|
MIDCAP
(R5) |
25.00% |
MID
ATLANTIC TRUST COMPANY FBO |
|
|
MATC
OMNIBUS DIV REINVEST |
|
|
1251
WATERFRONT PL STE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
MIDCAP
(R5) |
17.40% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
MIDCAP
(R5) |
16.46% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
(R5) |
7.16% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
MIDCAP
(R6) |
36.30% |
EDWARD
D JONES & CO |
|
|
FOR
THE BENEFIT OF CUSTOMERS |
|
|
12555
MANCHESTER RD |
|
|
SAINT
LOUIS MO 63131-3710 |
|
|
|
MIDCAP
(R6) |
14.62% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 2 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
MIDCAP
(R6) |
8.27% |
WELLS
FARGO BANK NA |
|
|
FBO
OMNIBUS CASH CASH |
|
|
XXXX0 |
|
|
PO
BOX 1533 |
|
|
MINNEAPOLIS
MN 55480-1533 |
|
|
|
MIDCAP
(R6) |
5.23% |
SAXON
& CO |
|
|
FBO
40400904099990 |
|
|
PO
BOX 94597 |
|
|
CLEVELAND
OH 44101-4597 |
|
|
|
MIDCAP
GROWTH (I) |
25.42% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
GROWTH (I) |
14.49% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH (I) |
13.81% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
MIDCAP
GROWTH (I) |
6.32% |
NATIONWIDE
TRUST COMPANY FSB |
|
|
C/O
IPO PORTFOLIO ACCOUNTING |
|
|
PO
BOX 182029 |
|
|
COLUMBUS
OH 43218-2029 |
|
|
|
MIDCAP
GROWTH (R1) |
81.94% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
GROWTH (R1) |
8.52% |
MID
ATLANTIC TRUST COMPANY FBO |
|
|
BRAINLINK
INTERNATIONAL INC 401(K) |
|
|
1251
WATERFRONT PLACE SUITE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
MIDCAP
GROWTH (R3) |
32.07% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
MIDCAP
GROWTH (R3) |
16.53% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH (R3) |
8.89% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 900 |
|
|
DEFINED
CONTRIBUTION PENSION |
|
|
23
MAIN STREET SUITE D1 |
|
|
HOLMDEL
NJ 07733-2136 |
|
|
|
MIDCAP
GROWTH (R3) |
7.45% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 900 |
|
|
TAX
DEFERRED ANNUITY PLAN OF |
|
|
23
MAIN STREET SUITE D1 |
|
|
HOLMDEL
NJ 07733-2136 |
|
|
|
MIDCAP
GROWTH (R3) |
5.68% |
FIIOC |
|
|
FBO
DEFOE CORP 401K EMPLOYEE SAVINGS PLAN |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
MIDCAP
GROWTH (R4) |
79.17% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH (R4) |
9.00% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
FIRST COUNTY BANK NQ DEF COMP AND SERP |
|
|
ATTN
PLAN TRUSTEE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
MIDCAP
GROWTH (R5) |
66.50% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH (R5) |
11.40% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
GRIMMWAY FARMS EXEC DEFERRED |
|
|
ATTN
PLAN TRUSTEE COMP |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
GROWTH III (I) |
37.99% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (I) |
13.13% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (I) |
12.52% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (I) |
9.65% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (R1) |
87.32% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (R1) |
8.06% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
MIDCAP
GROWTH III (R3) |
65.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (R3) |
15.45% |
COUNSEL
TRUST DBA MATC FBO |
|
|
INTEGRATED
LINER TECHNOLOGIES |
|
|
401
K PROFIT SHARING PLAN & TRUST |
|
|
1251
WATERFRONT PL STE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
MIDCAP
GROWTH III (R4) |
82.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (R4) |
5.97% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF AMERICAN SOCIETY |
|
|
ATTN
SUSAN SAGGIONE |
|
|
OF
SAFETY ENGINEERS |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
GROWTH III (R4) |
5.79% |
CROSS
SALES & ENGINEERING |
|
|
FBO
EXEC EXCESS OF CROSS SALES & ENG |
|
|
ATTN
JERRY BOHNSACK |
|
|
PO
BOX 18508 |
|
|
GREENSBORO
NC 27419-8508 |
|
|
|
MIDCAP
GROWTH III (R5) |
84.20% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
GROWTH III (R5) |
8.41% |
CAMPUS
USA CREDIT UNION |
|
|
FBO
457F OF CAMPUS CREDIT UNION |
|
|
ATTN
JILL HARPER |
|
|
PO
BOX 147029 |
|
|
GAINESVILLE
FL 32614-7029 |
|
|
|
MIDCAP
S&P 400 INDEX (I) |
16.62% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (I) |
9.43% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
S&P 400 INDEX (I) |
7.52% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
MIDCAP
S&P 400 INDEX (I) |
5.75% |
BANKERS
TRUST COMPANY |
|
|
FBO
PRIN SELECT SVNG EXCESS PLAN FOR EES |
|
|
ATTN
MARK HARRISON |
|
|
PO
BOX 897 |
|
|
DES
MOINES IA 50306-0897 |
|
|
|
MIDCAP
S&P 400 INDEX (R1) |
51.65% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R1) |
7.08% |
ASCENSUS
TRUST COMPANY FBO |
|
|
GXM
CONSULTING 401K PLAN 213950 |
|
|
PO
BOX 10758 |
|
|
FARGO
ND 58106-0758 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
S&P 400 INDEX (R3) |
41.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R4) |
40.67% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R4) |
20.45% |
VOYA
INSTITUTIONAL TRUST COMPANY |
|
|
1
ORANGE WAY |
|
|
WINDSOR
CT 06095-4773 |
|
|
|
MIDCAP
S&P 400 INDEX (R5) |
53.93% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
21.85% |
DIVERSIFIED
GROWTH ACCOUNT |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
14.54% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS |
|
|
ATTN
NPIO TRADE DESK OMNIBUS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
8.35% |
DIVERSIFIED
GROWTH VOLATILITY |
|
|
CONTROL
ACCOUNT |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
6.11% |
LIFETIME
HYBRID 2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
6.08% |
LIFETIME
HYBRID 2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
S&P 400 INDEX (R6) |
5.43% |
LIFETIME
HYBRID 2035 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
S&P 400 INDEX (R6) |
5.09% |
LIFETIME
HYBRID 2025 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (A) |
22.64% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
VALUE I (I) |
74.07% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
MIDCAP
VALUE I (I) |
9.32% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
MIDCAP
VALUE I (R1) |
92.24% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R3) |
74.39% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R4) |
65.57% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R4) |
9.73% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCT FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
MIDCAP
VALUE I (R4) |
5.91% |
VRSCO |
|
|
FBO
AIGFSB CUST TTEE FBO |
|
|
SLIDELL
MEMORIAL 457 DEF COMP PLAN |
|
|
2727-A
ALLEN PARKWAY 4-D1 |
|
|
HOUSTON
TX 77019-2107 |
|
|
|
MIDCAP
VALUE I (R5) |
63.91% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
MIDCAP
VALUE I (R5) |
6.87% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCT FBO CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
MIDCAP
VALUE I (R5) |
5.11% |
COUNSEL
TRUST DBA MATC FBO |
|
|
TRADITION
AMERICA HOLDINGS INC. |
|
|
1251
WATERFRONT PLACE SUITE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
MIDCAP
VALUE I (R6) |
53.05% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R6) |
9.57% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R6) |
9.17% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
MIDCAP
VALUE I (R6) |
7.37% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
OVERSEAS
(I) |
17.66% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
OVERSEAS
(I) |
13.30% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
OVERSEAS
(I) |
11.87% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
OVERSEAS
(I) |
11.14% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
OVERSEAS
(I) |
9.09% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
OVERSEAS
(R1) |
59.01% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
OVERSEAS
(R1) |
40.98% |
PRINCIPAL
GLOBAL INVESTORS LLC |
|
|
ATTN
SEAN CLINES 801-9A08 |
|
|
801
GRAND AVE |
|
|
DES
MOINES IA 50309-8000 |
|
|
|
OVERSEAS
(R3) |
79.91% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
DUPAGE INTERNAL MEDICINE LLC |
|
|
228
OXFORD AVE |
|
|
CLARENDON
HLS IL 60514-2807 |
|
|
|
OVERSEAS
(R3) |
17.05% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
OVERSEAS
(R4) |
99.43% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (A) |
34.41% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (A) |
7.60% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (C) |
17.90% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (C) |
7.49% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (C) |
5.54% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (I) |
23.86% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (I) |
16.27% |
SAM
BALANCED PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING -H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (I) |
15.07% |
SAM
CONS GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (I) |
11.96% |
SAM
STRATEGIC GROWTH PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (I) |
6.65% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R1) |
87.70% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R1) |
9.26% |
LAKEWOOD
RESOURCE & REFERRAL CENTER |
|
|
FBO
457B OF LAKEWOOD RESOURCE & REFERRAL |
|
|
ATTN
MIRIAM MILSTEIN |
|
|
1771
MADISON AVE |
|
|
LAKEWOOD
NJ 08701-1242 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R3) |
54.67% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R3) |
36.85% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
|
|
|
|
|
|
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R4) |
88.08% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
CAPITAL APPRECIATION (R5) |
86.28% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2010 (A) |
19.51% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME 2010 (A) |
5.96% |
PRINCIPAL
LIFE INSURANCE CO CUST |
|
|
IRA
WILLIAM J HENNESSEY |
|
|
1
FOREST HILLS BLVD |
|
|
RENSSELAER
NY 12144-5831 |
|
|
|
PRINCIPAL
LIFETIME 2010 (I) |
86.61% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2010 (I) |
9.82% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2010 (R1) |
99.95% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2010 (R3) |
92.03% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2010 (R4) |
60.25% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2010 (R4) |
27.13% |
RANGER
PIPELINES INCORPORATED |
|
|
FBO
RANGER PIPELINES INC NQ EXCESS PLAN |
|
|
ATTN
PLAN TRUSTEE |
|
|
1790
YOSEMITE AVE |
|
|
SAN
FRANCISCO CA 94124-2622 |
|
|
|
PRINCIPAL
LIFETIME 2010 (R5) |
83.86% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2010 (R5) |
7.23% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF SANFORD HEALTH |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME 2015 (I) |
86.81% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2015 (I) |
11.63% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2015 (R1) |
98.37% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2015 (R3) |
97.23% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2015 (R4) |
96.96% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2015 (R5) |
91.89% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2015 (R5) |
5.18% |
MAPS
CREDIT UNION |
|
|
ATTN
BARBARA CECIL |
|
|
FBO
457B DEF COMP OF MAPS CU |
|
|
1900
HINES STREET NW PO BOX 12398 |
|
|
SALEM
OR 97309-0398 |
|
|
|
PRINCIPAL
LIFETIME 2020 (A) |
16.51% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME 2020 (I) |
86.72% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2020 (I) |
10.44% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2020 (R1) |
96.27% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2020 (R3) |
90.65% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2020 (R4) |
87.31% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2020 (R4) |
5.12% |
PRINCIPAL
TRUST COMPANY |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
LS TECHNOLOGIES DEF COMP PLAN |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME 2020 (R5) |
84.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2020 (R5) |
6.51% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF SANFORD HEALTH |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME 2025 (I) |
86.24% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2025 (I) |
12.19% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2025 (R1) |
96.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2025 (R3) |
93.75% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2025 (R4) |
86.41% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2025 (R5) |
91.84% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (A) |
15.27% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME 2030 (I) |
88.29% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2030 (I) |
8.88% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (R1) |
93.35% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (R3) |
91.22% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (R4) |
83.00% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (R5) |
85.47% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2030 (R5) |
5.27% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF SANFORD HEALTH |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME 2035 (I) |
85.84% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2035 (I) |
12.11% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2035 (R1) |
99.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2035 (R3) |
96.70% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2035 (R4) |
86.90% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2035 (R5) |
92.01% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (A) |
12.61% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME 2040 (I) |
87.40% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (I) |
9.74% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (R1) |
91.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (R1) |
5.52% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
PRINCIPAL
LIFETIME 2040 (R3) |
94.46% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2040 (R4) |
89.51% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (R5) |
86.77% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2040 (R5) |
7.57% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF SANFORD HEALTH |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME 2045 (I) |
82.29% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2045 (I) |
15.82% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2045 (R1) |
98.30% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2045 (R3) |
98.77% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2045 (R4) |
95.73% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2045 (R5) |
95.86% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2050 (A) |
13.86% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME 2050 (I) |
85.09% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2050 (I) |
12.13% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2050 (R1) |
94.32% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2050 (R1) |
5.40% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
PRINCIPAL
LIFETIME 2050 (R3) |
97.96% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2050 (R4) |
92.42% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2050 (R5) |
90.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2055 (I) |
82.42% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2055 (I) |
14.60% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2055 (R1) |
96.41% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2055 (R3) |
98.72% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2055 (R4) |
98.67% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2055 (R5) |
94.63% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (I) |
87.51% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (I) |
9.56% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (R1) |
94.05% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (R1) |
5.94% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2060 (R3) |
97.29% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (R4) |
95.62% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2060 (R5) |
92.97% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (I) |
89.55% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (I) |
8.64% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (R1) |
100.00% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (R3) |
90.81% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (R3) |
6.36% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
FIRST HERITAGE MORTGAGE DEF |
|
|
ATTN
PLAN TRUSTEE |
|
|
COMP
PLAN |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME 2065 (R4) |
95.58% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME 2065 (R5) |
97.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID 2015 (I) |
75.45% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2015 (I) |
16.11% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2015 (R6) |
88.55% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2020 (I) |
54.61% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2020 (I) |
29.77% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2020 (I) |
7.61% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2020 (R6) |
90.05% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID 2025 (I) |
61.44% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2025 (I) |
22.13% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2025 (I) |
5.43% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2025 (R6) |
87.18% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2030 (I) |
56.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2030 (I) |
22.63% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2030 (I) |
9.63% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2030 (R6) |
82.88% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2030 (R6) |
7.43% |
BANKERS
TRUST COMPANY |
|
|
FBO
PRIN SELECT SVNG EXCESS PLAN |
|
|
ATTN
MARK HARRISON FOR EES |
|
|
453
7TH ST PO BOX 897 |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID 2030 (R6) |
5.50% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2035 (I) |
55.70% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2035 (I) |
21.43% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2035 (I) |
7.36% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2035 (R6) |
83.94% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2035 (R6) |
8.58% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2040 (I) |
60.77% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2040 (I) |
19.14% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2040 (I) |
7.46% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2040 (I) |
5.71% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID 2040 (R6) |
83.14% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2040 (R6) |
8.99% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2045 (I) |
61.80% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2045 (I) |
22.48% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2045 (I) |
8.16% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2045 (R6) |
86.43% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2045 (R6) |
10.01% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2050 (I) |
62.18% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2050 (I) |
23.79% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2050 (I) |
6.19% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2050 (R6) |
90.31% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2050 (R6) |
5.63% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2055 (I) |
60.89% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2055 (I) |
26.31% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2055 (I) |
5.60% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2055 (I) |
5.59% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2055 (R6) |
92.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2060 (I) |
47.66% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2060 (I) |
28.40% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2060 (I) |
10.85% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID 2060 (I) |
8.94% |
FIIOC |
|
|
FBO
BRADY TRANE SERVICE INC 401K PLAN AND TRUST |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2060 (R6) |
86.58% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (I) |
62.12% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (I) |
22.57% |
BANKERS
TRUST COMPANY |
|
|
FBO
DEF COMP FOR SELECT INV |
|
|
PROFESSIONALS
OF PFG AND ITS |
|
|
ATTN
PLAN TRUSTEE |
|
|
453
7TH ST |
|
|
DES
MOINES IA 50309-4110 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (I) |
7.44% |
MINNESOTA
LIFE INSURANCE COMPANY |
|
|
400
ROBERT ST N STE A |
|
|
SAINT
PAUL MN 55101-2099 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (R6) |
86.08% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (R6) |
5.87% |
BANKERS
TRUST COMPANY |
|
|
FBO
PRIN SELECT SVNG EXCESS PLAN |
|
|
ATTN
MARK HARRISON FOR EES |
|
|
453
7TH ST PO BOX 897 |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID 2065 (R6) |
5.33% |
BANKERS
TRUST COMPANY |
|
|
FBO
PRINCIPAL ADVISOR NETWORK DEF COMP PLAN |
|
|
ATTN
PLAN TRUSTEE |
|
|
453
7TH ST |
|
|
DES
MOINES IA 50309-4110 |
|
|
|
PRINCIPAL
LIFETIME HYBRID INCOME (I) |
60.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME HYBRID INCOME (I) |
18.06% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
FBL FINANCIAL GROUP DEF COMP |
|
|
ATTN
SUSAN SAGGIONE PLAN |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME HYBRID INCOME (I) |
15.10% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
PRINCIPAL
LIFETIME HYBRID INCOME (R6) |
83.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME HYBRID INCOME (R6) |
7.12% |
BANKERS
TRUST COMPANY |
|
|
FBO
PRIN SELECT SVNG EXCESS PLAN |
|
|
ATTN
MARK HARRISON FOR EES |
|
|
453
7TH ST PO BOX 897 |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (A) |
17.79% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
PRINCIPAL
LIFETIME STRATEGIC INC (A) |
5.75% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (I) |
89.07% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (I) |
6.82% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R1) |
99.61% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
PRINCIPAL
LIFETIME STRATEGIC INC (R3) |
88.77% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R4) |
67.65% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R4) |
11.59% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CRST INTL NQ PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R5) |
70.11% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R5) |
8.97% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF SANFORD HEALTH |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
PRINCIPAL
LIFETIME STRATEGIC INC (R5) |
7.44% |
BANKERS
TRUST COMPANY |
|
|
FBO
EXEC DEF PLAN OF ALION SCIENCE & TECH |
|
|
ATTN
DEBBIE WILLIAMS |
|
|
453
7TH ST |
|
|
DES
MOINES IA 50309-4110 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
REAL
ESTATE SECURITIES (A) |
22.57% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR EAST 3RD FL |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
REAL
ESTATE SECURITIES (A) |
12.68% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
REAL
ESTATE SECURITIES (A) |
6.45% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
REAL
ESTATE SECURITIES (A) |
6.37% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
REAL
ESTATE SECURITIES (C) |
30.16% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
REAL
ESTATE SECURITIES (C) |
14.81% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
REAL
ESTATE SECURITIES (C) |
14.39% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
REAL
ESTATE SECURITIES (C) |
5.79% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
REAL
ESTATE SECURITIES (I) |
28.56% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
REAL
ESTATE SECURITIES (I) |
18.34% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
REAL
ESTATE SECURITIES (I) |
8.28% |
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
REAL
ESTATE SECURITIES (I) |
6.85% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
REAL
ESTATE SECURITIES (I) |
6.13% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
REAL
ESTATE SECURITIES (I) |
5.19% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
REAL
ESTATE SECURITIES (R1) |
63.48% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R1) |
9.97% |
MG
TRUST COMPANY CUST |
|
|
FBO
LIOKAREAS CONSTRUCTION CO |
|
|
717
17TH ST STE 1300 |
|
|
DENVER
CO 80202-3304 |
|
|
|
REAL
ESTATE SECURITIES (R1) |
7.17% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
REAL
ESTATE SECURITIES (R1) |
6.01% |
ASCENSUS
TRUST COMPANY FBO |
|
|
BROADMOOR
GOLF CLUB 401K RETIREME |
|
|
PO
BOX 10758 |
|
|
FARGO
ND 58106-0758 |
|
|
|
REAL
ESTATE SECURITIES (R1) |
5.58% |
FIIOC |
|
|
FBO
CABLE CONNECTION & SUPPLY |
|
|
CO
INC PROFIT SHARING PLAN & TRUST |
|
|
100
MAGELLAN WAY |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
REAL
ESTATE SECURITIES (R3) |
25.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R3) |
20.07% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
REAL
ESTATE SECURITIES (R3) |
7.54% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
REAL
ESTATE SECURITIES (R3) |
5.84% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
REAL
ESTATE SECURITIES (R4) |
25.45% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R4) |
21.49% |
JOHN
HANCOCK TRUST COMPANY LLC |
|
|
690
CANTON ST STE 100 |
|
|
WESTWOOD
MA 02090-2324 |
|
|
|
REAL
ESTATE SECURITIES (R4) |
11.29% |
RELIANCE
TRUST CO FBO |
|
|
DEFERRED
COMPENSATION PLAN FOR EMPL |
|
|
8525
E ORCHARD RD 6T3 |
|
|
GREENWOOD
VLG CO 80111-5002 |
|
|
|
REAL
ESTATE SECURITIES (R4) |
7.68% |
EMPOWER
TRUST FBO |
|
|
EMPLOYEE
BENEFITS CLIENTS 401K |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
REAL
ESTATE SECURITIES (R4) |
5.24% |
EMPOWER
TRUST FBO |
|
|
EMPOWER
BENEFIT PLANS |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
REAL
ESTATE SECURITIES (R5) |
38.87% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R5) |
7.22% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R5) |
6.60% |
EMPOWER
TRUST FBO |
|
|
EMPOWER
BENEFIT PLANS |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
REAL
ESTATE SECURITIES (R5) |
5.69% |
MATRIX
TRUST COMPANY COTRUSTEE FBO |
|
|
SOUTHERN
CALIFORNIA SHEET METAL WOR |
|
|
PO
BOX 52129 |
|
|
PHOENIX
AZ 85072-2129 |
|
|
|
REAL
ESTATE SECURITIES (R6) |
23.84% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R6) |
8.35% |
WELLS
FARGO BANK NA |
|
|
PO
BOX 1533 |
|
|
MINNEAPOLIS
MN 55480-1533 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
|
REAL
ESTATE SECURITIES (R6) |
7.85% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
REAL
ESTATE SECURITIES (R6) |
6.56% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
REAL
ESTATE SECURITIES (R6) |
5.09% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (A) |
17.19% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SAM
BALANCED PORTFOLIO (A) |
15.98% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
BALANCED PORTFOLIO (A) |
5.25% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (C) |
22.90% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
BALANCED PORTFOLIO (C) |
10.32% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SAM
BALANCED PORTFOLIO (C) |
6.61% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
SAM
BALANCED PORTFOLIO (I) |
79.99% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
BALANCED PORTFOLIO (I) |
6.96% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (R1) |
85.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (R1) |
7.35% |
STIFEL
NICOLAUS & CO INC |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
501
N BROADWAY |
|
|
SAINT
LOUIS MO 63102-2188 |
|
|
|
SAM
BALANCED PORTFOLIO (R3) |
64.15% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (R3) |
6.53% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
SOUTHEASTERN PLUMBING AND |
|
|
HEATING
INC CASH BALANCE PLAN |
|
|
300
W 23RD ST |
|
|
CHARLOTTE
NC 28206-3107 |
|
|
|
SAM
BALANCED PORTFOLIO (R3) |
6.41% |
PRINCIPAL
TRUST COMPANY |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
V K KNOWLTON DEF COMP PLAN |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
SAM
BALANCED PORTFOLIO (R3) |
5.84% |
CBNA
AS CUSTODIAN FBO |
|
|
CITY
OF OCOEE VEBA HEALTH SAVINGS PLAN |
|
|
6
RHOADS DR STE 7 |
|
|
UTICA
NY 13502-6317 |
|
|
|
SAM
BALANCED PORTFOLIO (R4) |
58.20% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
BALANCED PORTFOLIO (R4) |
32.11% |
MATRIX
TRUST CO AS AGENT FBO |
|
|
PRO-SET
INC FINANCIAL SECURITY TRUST |
|
|
PO
BOX 52129 |
|
|
PHOENIX
AZ 85072-2129 |
|
|
|
SAM
BALANCED PORTFOLIO (R5) |
94.36% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (A) |
18.71% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (A) |
7.57% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (A) |
6.70% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (C) |
20.20% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (C) |
18.03% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (C) |
5.22% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (I) |
78.78% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R1) |
60.36% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R1) |
30.48% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
DEV MEDICAL ASSOCIATES SC CASH |
|
|
BALANCE
PENSION PLAN |
|
|
5600
W ADDISON ST STE 400 |
|
|
CHICAGO
IL 60634-4400 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R1) |
5.68% |
PAI
TRUST COMPANY INC |
|
|
PARAMOUNT
CONSTRUCTION GROUP INC 40 |
|
|
1300
ENTERPRISE DRIVE |
|
|
DE
PERE WI 54115-4934 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R3) |
64.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R3) |
7.73% |
DANCKER
SELLEW & DOUGLAS INC |
|
|
FBO
DANCKER SELLEW & DOUGLAS INC |
|
|
SUPP
EXEC RET |
|
|
ATTN
PLAN TRUSTEE |
|
|
291
EVANS WAY |
|
|
SOMMERVILLE
NJ 08876-3766 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R3) |
5.17% |
CHANNELL
COMMERCIAL CORPORATION |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
CHANNELL COMM CORP NQ DEF COMP |
|
|
26040
YNEX RD |
|
|
TEMECULA
CA 92591-6033 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R4) |
44.79% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R4) |
31.31% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
B&G AND AFFILIATES EXEC RET PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R4) |
12.85% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CONCORD BICYCLE MUSIC NQ DEF COMP |
|
|
ATTN
PLAN TRUSTEE |
|
|
1013
CENTRE RED |
|
|
WILMINGTON
DE 19805 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R5) |
74.26% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE BALANCED PORT (R5) |
20.98% |
KGP
TELECOMMUNICATIONS LLC |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
KGPCO PHANTOM UNITS PLAN |
|
|
3305
HIGHWAY 60 WEST |
|
|
FAIRBAULT
MN 55021-4869 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (A) |
12.64% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
CONSERVATIVE GROWTH PORT (A) |
11.36% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (A) |
5.16% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (C) |
17.45% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (C) |
10.95% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (C) |
6.71% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (I) |
78.74% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (I) |
5.27% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R1) |
99.99% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R3) |
78.07% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
CONSERVATIVE GROWTH PORT (R4) |
51.07% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R4) |
17.61% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CONCORD BICYCLE MUSIC NQ DEF COMP |
|
|
ATTN
PLAN TRUSTEE |
|
|
1013
CENTRE RED |
|
|
WILMINGTON
DE 19805 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R4) |
15.67% |
WALSER
AUTOMOTIVE GROUP LLC |
|
|
FBO
WALSER AUTO GROUP NQ LONG TERM |
|
|
ATTN
PLAN TRUSTEE INCENTIVE PLAN |
|
|
7700
FRANCE AVENUE S SUITE 410N |
|
|
EDINA
MN 55435-5869 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R4) |
9.76% |
KINGS
DAUGHTERS HEALTH |
|
|
FBO
KINGS DAUGHTERS HEALTH 457B |
|
|
ATTN
STEVE MEACHAM |
|
|
1373
E STATE RD 62 |
|
|
MADISON
IN 47250-7328 |
|
|
|
SAM
CONSERVATIVE GROWTH PORT (R5) |
93.41% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (A) |
26.93% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (A) |
7.90% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (C) |
30.07% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (C) |
6.28% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
FLEXIBLE INCOME PORTFOLIO (I) |
67.06% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (I) |
7.98% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (I) |
6.35% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R1) |
58.02% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CONCORP CONCRETE INC DEFINED |
|
|
BENEFIT
PENSION PLAN |
|
|
2485
ASHCROFT AVE |
|
|
CLOVIS
CA 93611-6001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R1) |
23.08% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
DEV MEDICAL ASSOCIATES SC CASH |
|
|
BALANCE
PENSION PLAN |
|
|
5600
W ADDISON ST STE 400 |
|
|
CHICAGO
IL 60634-4400 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R1) |
16.05% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R3) |
51.63% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R3) |
18.75% |
EQUIPMENT
DEVELOPMENT CO INC |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
EDCO NQ DEF COMP PLAN |
|
|
100
THOMAS JOHNSON DR |
|
|
FREDERICK
MD 21702-4600 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R3) |
11.23% |
MID
ATLANTIC TRUST COMPANY FBO |
|
|
BUFFALO
ULTRASOUND INC 401 K |
|
|
PROFIT
SHARING PLAN & TRUST |
|
|
1251
WATERFRONT PLACE SUITE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
FLEXIBLE INCOME PORTFOLIO (R3) |
9.39% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
RVVS CASH BALANCE PLAN |
|
|
15900
JORDAN AVE SE |
|
|
PRIOR
LAKE MN 55372-2051 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R4) |
59.44% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
SCHENECTADY PULMONARY & |
|
|
CRITICAL
CARE |
|
|
124
ROSA RD STE 382 |
|
|
SCHENECTADY
NY 12308-2144 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R4) |
21.95% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R4) |
7.23% |
BRISTOL
BAY NATIVE CORPORATION |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
BBNC NQ DEF COMP PLAN |
|
|
111
W 16TH AVE |
|
|
ANCHORAGE
AK 99501-6299 |
|
|
|
SAM
FLEXIBLE INCOME PORTFOLIO (R5) |
94.12% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (A) |
10.44% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (A) |
10.14% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (C) |
16.03% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (I) |
78.78% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
STRATEGIC GROWTH PORTFOLIO (I) |
5.54% |
FIRST
COMMAND FINANCIAL SERVICES INC |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
FIRST COMMAND DEF CAREER |
|
|
1
FIRSTCOMM PLAZA |
|
|
FORT
WORTH TX 76109-4978 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (I) |
5.45% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R1) |
80.75% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R1) |
19.24% |
MG
TRUST COMPANY CUST FBO |
|
|
PAULDING
EXEMPTED VILLAGE SC 403 B |
|
|
717
17TH ST STE 1300 |
|
|
DENVER
CO 80202-3304 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R3) |
82.02% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R3) |
5.86% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R4) |
67.37% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R4) |
13.68% |
MATRIX
TRUST CO AS AGENT FBO |
|
|
PRO-SET
INC FINANCIAL SECURITY TRUS |
|
|
PO
BOX 52129 |
|
|
PHOENIX
AZ 85072-2129 |
|
|
|
SAM
STRATEGIC GROWTH PORTFOLIO (R4) |
6.91% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
EXEC 457B OF CENTER FOR Y&F |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTER RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SAM
STRATEGIC GROWTH PORTFOLIO (R5) |
95.88% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SHORT-TERM
INCOME (A) |
29.21% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SHORT-TERM
INCOME (A) |
10.74% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SHORT-TERM
INCOME (A) |
9.18% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
SHORT-TERM
INCOME (C) |
20.99% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SHORT-TERM
INCOME (C) |
17.15% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SHORT-TERM
INCOME (C) |
5.93% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
SHORT-TERM
INCOME (I) |
14.07% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (I) |
11.53% |
LIFETIME
2020 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SHORT-TERM
INCOME (I) |
9.36% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCOUNT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
SHORT-TERM
INCOME (I) |
7.16% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SHORT-TERM
INCOME (I) |
6.07% |
MAC
& CO A/C 135602 |
|
|
MUTUAL
FUND OPERATIONS |
|
|
500
GRANT STREET ROOM 151-1010 |
|
|
PITTSBURGH
PA 15219-2502 |
|
|
|
SHORT-TERM
INCOME (I) |
5.68% |
SAM
FLEXIBLE INCOME PORTFOLIO PIF |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (R1) |
62.21% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (R1) |
36.57% |
EWR,
INC |
|
|
FBO
EXEC RETIREMENT PLAN OF EWR, INC |
|
|
ATTN
JOSEPH WYRICK |
|
|
6055
PRIMACY PKWY STE 100 |
|
|
MEMPHIS
TN 38119-5514 |
|
|
|
SHORT-TERM
INCOME (R3) |
50.53% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (R3) |
9.04% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
DUPAGE INTERNAL MEDICINE LLC |
|
|
228
OXFORD AVE |
|
|
CLARENDON
HLS IL 60514-2807 |
|
|
|
SHORT-TERM
INCOME (R3) |
5.83% |
DSL
CONSTRUCTION CORP |
|
|
FBO
EXEC NQ EXCESS OF DSL CONSTRUCTION |
|
|
ATTN
PLAN TRUSTEE |
|
|
11300
W OLYMPIC BLVD STE 770 |
|
|
LOS
ANGELES CA 90064-1644 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SHORT-TERM
INCOME (R4) |
44.61% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (R4) |
30.81% |
NOMURA
HOLDING AMERICA INC |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
NOMURA SUPP RET SAVINGS |
|
|
309
W 49TH ST |
|
|
NEW
YORK NY 10019-9102 |
|
|
|
SHORT-TERM
INCOME (R4) |
7.00% |
BRISTOL
BAY NATIVE CORPORATION |
|
|
ATTN
PLAN TRUSTEE |
|
|
FBO
BBNC NQ DEF COMP PLAN |
|
|
111
W 16TH AVE |
|
|
ANCHORAGE
AK 99501-6299 |
|
|
|
SHORT-TERM
INCOME (R5) |
38.73% |
CHURCHILL
MORTGAGE CORPORATION |
|
|
FBO
CHURCHILL MORTGAGE CORPORATION |
|
|
INCENTIVE
BONUS PLAN |
|
|
ATTN
SHEREE BARLETT |
|
|
761
OLD HICKORY BLVD STE 400 |
|
|
BRENTWOOD
TN 37027-4519 |
|
|
|
SHORT-TERM
INCOME (R5) |
19.08% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SHORT-TERM
INCOME (R5) |
9.62% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SHORT-TERM
INCOME (R5) |
9.09% |
NORTHWEST
ADMINISTRATORS |
|
|
ATTN
GAYLE BUSHNELL |
|
|
FBO
NQ EXCESS OF NW ADMINISTRATORS |
|
|
2323
EASTLAKE AVE E |
|
|
SEATTLE
WA 98102-3963 |
|
|
|
SHORT-TERM
INCOME (R5) |
8.13% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
GUEST SERVICES EMPLOYEE SAVINGS |
|
|
ATTN
SUSAN SAGGIONE PLAN |
|
|
1013
CENTRE ROAD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
SMALLCAP
(A) |
17.52% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
(A) |
6.27% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
SMALLCAP
(C) |
21.92% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SMALLCAP
(C) |
18.11% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
(C) |
5.28% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SMALLCAP
(C) |
5.17% |
STIFEL
NICOLAUS & CO INC |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
501
N BROADWAY |
|
|
SAINT
LOUIS MO 63102-2188 |
|
|
|
SMALLCAP
(I) |
24.71% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
(I) |
21.44% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
SMALLCAP
(I) |
8.47% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SMALLCAP
(I) |
5.65% |
RBC
CAPITAL MARKETS LLC |
|
|
MUTUAL
FUND OMNIBUS PROCESSING OMNIBUS |
|
|
ATTN
MUTUAL FUND OPS MANAGER |
|
|
250
NICOLLET MALL SUITE 1400 |
|
|
MINNEAPOLIS
MN 55401-7554 |
|
|
|
SMALLCAP
(I) |
5.55% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
(I) |
5.54% |
RAYMOND
JAMES |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
HOUSE
ACCT FIRM 92500015 |
|
|
ATTN:
COURTNEY WALLER |
|
|
880
CARILLON PKWY |
|
|
ST
PETERSBURG FL 33716-1102 |
|
|
|
SMALLCAP
(I) |
5.50% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
SMALLCAP
(I) |
5.47% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
SMALLCAP
(I) |
5.22% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCT |
|
|
FBO
CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
SMALLCAP
(R1) |
49.41% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
(R1) |
25.60% |
FIIOC |
|
|
FBO
VRMC OF NEW YORK 401K PLAN |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
SMALLCAP
(R1) |
8.43% |
ASCENSUS
TRUST COMPANY |
|
|
FBO
THE MOVEMENT SCIENCE CENTER |
|
|
401K
2 # 2409 |
|
|
PO
BOX 10758 |
|
|
FARGO
ND 58106-0758 |
|
|
|
SMALLCAP
(R1) |
7.55% |
FIIOC |
|
|
FBO
ATLANTIC TOYOTA GROUP INC 401K PLAN |
|
|
100
MAGELLAN WAY (KW1C) |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
SMALLCAP
(R3) |
24.17% |
SAMMONS
RETIREMENT SOLUTIONS |
|
|
8300
MILLS CIVIC PKWY |
|
|
WDM
IA 50266-3833 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
(R3) |
18.73% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
(R3) |
5.36% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
SMALLCAP
(R4) |
94.75% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
(R5) |
47.70% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
(R5) |
20.78% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 002 |
|
|
CITY
OF JERSEY CITY |
|
|
280
GROVE STREET ROOM 106 |
|
|
JERSEY
CITY NJ 07302-3610 |
|
|
|
SMALLCAP
(R5) |
14.26% |
VANGUARD
FIDUCIARY TRUST CO CUST |
|
|
FBO
401K CLIENTS 401(K) PLAN |
|
|
PO
BOX 2600 |
|
|
VALLEY
FORGE PA 19482-2600 |
|
|
|
SMALLCAP
(R5) |
9.14% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
(R6) |
52.75% |
NFS
LLC FEBO |
|
|
FIIOC
AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT |
|
|
PLANS
(401K) FINOPS-IC FUNDS |
|
|
100
MAGELLAN WAY # KW1C |
|
|
COVINGTON
KY 41015-1987 |
|
|
|
SMALLCAP
(R6) |
20.37% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (I) |
27.32% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY A/C FOR THE BENEFIT OF CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
GROWTH I (I) |
25.04% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
GROWTH I (I) |
12.00% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (I) |
9.61% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
SMALLCAP
GROWTH I (R1) |
93.08% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (R3) |
49.81% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (R3) |
16.86% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 767 |
|
|
DIGERONIMO
COMPANIES RETIREMENT |
|
|
5720
SCHAAF RD |
|
|
INDEPENDENCE
OH 44131 |
|
|
|
SMALLCAP
GROWTH I (R4) |
43.68% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (R4) |
23.48% |
JOHN
HANCOCK TRUST COMPANY LLC |
|
|
690
CANTON ST STE 100 |
|
|
WESTWOOD
MA 02090-2324 |
|
|
|
SMALLCAP
GROWTH I (R4) |
10.81% |
LINCOLN
RETIREMENT SERVICES COMPANY |
|
|
FBO
SCHOOL BD OF RICHMOND 403B |
|
|
PO
BOX 7876 |
|
|
FORT
WAYNE IN 46801-7876 |
|
|
|
SMALLCAP
GROWTH I (R4) |
5.66% |
PRINCIPAL
TRUST COMPANY |
|
|
FBO
CRST INTL NQ PLAN |
|
|
ATTN
SUSAN SAGGIONE |
|
|
1013
CENTRE RD |
|
|
WILMINGTON
DE 19805-1265 |
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
|
|
|
SMALLCAP
GROWTH I (R5) |
49.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (R5) |
17.20% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
GROWTH I (R5) |
10.12% |
TIAA,
FSB CUST/TTEE FBO: |
|
|
RETIREMENT
PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER |
|
|
ATTN:
TRUST OPERATIONS |
|
|
211
N BROADWAY STE 1000 |
|
|
SAINT
LOUIS MO 63102-2748 |
|
|
|
SMALLCAP
GROWTH I (R5) |
5.06% |
RELIANCE
TRUST COMPANY TRUSTEE |
|
|
FBO
RITE SOLUTIONS SAVINGS & INVEST |
|
|
185
S BROAD ST STE 303 |
|
|
PAWCATUCK
CT 06379-1997 |
|
|
|
SMALLCAP
GROWTH I (R6) |
47.03% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
GROWTH I (R6) |
8.84% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
499
WASHINGTON BLVD |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
S&P 600 INDEX (I) |
15.30% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (I) |
13.51% |
PERSHING
LLC |
|
|
1
PERSHING PLZ |
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (I) |
10.60% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
S&P 600 INDEX (I) |
6.47% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
S&P 600 INDEX (I) |
5.44% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
SMALLCAP
S&P 600 INDEX (R1) |
36.74% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R1) |
5.15% |
COUNSEL
TRUST DBA MATC FBO |
|
|
HIRSCH
INTERNATIONAL CORP 401 K |
|
|
PROFIT
SHARING PLAN & TRUST |
|
|
1251
WATERFRONT PL STE 525 |
|
|
PITTSBURGH
PA 15222-4228 |
|
|
|
SMALLCAP
S&P 600 INDEX (R3) |
35.09% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R3) |
9.89% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
SMALLCAP
S&P 600 INDEX (R3) |
5.62% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 007 |
|
|
403(B)(7)
TAX DEFERRED MUTUAL |
|
|
C/O
PARADIGM EQUITIES INC |
|
|
1216
KENDALE BLVD |
|
|
EAST
LANSING MI 48823-2008 |
|
|
|
SMALLCAP
S&P 600 INDEX (R4) |
53.96% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R4) |
6.98% |
CHARLES
SCHWAB & CO INC |
|
|
SPECIAL
CUSTODY ACCT |
|
|
FBO
CUSTOMERS |
|
|
ATTN
MUTUAL FUNDS |
|
|
101
MONTGOMERY ST |
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
SMALLCAP
S&P 600 INDEX (R4) |
5.37% |
STATE
STREET BANK AND TRUST COMPANY |
|
|
TRUSTEE
AND/OR CUSTODIAN |
|
|
FBO
ADP ACCESS PRODUCT |
|
|
1
LINCOLN ST |
|
|
BOSTON
MA 02111-2901 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
S&P 600 INDEX (R5) |
54.90% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R6) |
29.25% |
DIVERSIFIED
GROWTH ACCOUNT |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R6) |
19.12% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R6) |
11.18% |
DIVERSIFIED
GROWTH VOLATILITY CONTROL ACCOUNT |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
S&P 600 INDEX (R6) |
5.79% |
DIVERSIFIED
BALANCED ACCOUNT |
|
|
ATTN
MUTUAL FUND ACCOUNTING H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (I) |
40.48% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
SMALLCAP
VALUE II (I) |
16.22% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 763 |
|
|
ESSILOR
OF AMERICA RETIREMENT |
|
|
13555
N STEMMONS FWY |
|
|
DALLAS
TX 75234-5765 |
|
|
|
SMALLCAP
VALUE II (I) |
10.61% |
PIMS/PRUDENTIAL
RETIREMENT |
|
|
AS
NOMINEE FOR THE TTEE/CUST PL 767 |
|
|
BT
U.S. RETIREMENT SAVINGS PLAN |
|
|
8951
CYPRESS WATERS BLVD STE 200 |
|
|
DALLAS
TX 75019-4763 |
|
|
|
SMALLCAP
VALUE II (I) |
6.16% |
EMPOWER
TRUST FBO |
|
|
EMPLOYEE
BENEFITS CLIENTS 401K |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
SMALLCAP
VALUE II (R1) |
89.90% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
SMALLCAP
VALUE II (R1) |
10.06% |
RELIANCE
TRUST CO TTEE |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
SMALLCAP
VALUE II (R3) |
73.47% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R3) |
5.45% |
RELIANCE
TRUST CO CUST |
|
|
FBO
ADP ACCESS LARGE MARKET 401(K) PLAN |
|
|
201
17TH ST NW STE 1000 |
|
|
ATLANTA
GA 30363-1195 |
|
|
|
SMALLCAP
VALUE II (R4) |
75.70% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R4) |
14.42% |
EMPOWER
TRUST FBO |
|
|
EMPLOYEE
BENEFITS CLIENTS 401K |
|
|
8515
E ORCHARD RD 2T2 |
|
|
GREENWOOD
VILLAGE CO 80111-5002 |
|
|
|
SMALLCAP
VALUE II (R5) |
97.40% |
DCGT
AS TTEE AND/OR CUST |
|
|
FBO
PLIC VARIOUS RETIREMENT PLANS OMNIBUS |
|
|
ATTN
NPIO TRADE DESK |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R6) |
58.49% |
PRINCIPAL
LIFE INS COMPANY CUST |
|
|
FBO
PFG OMNIBUS WRAPPED AND CUSTOM |
|
|
ATTN
PLIC PROXY COORDINATOR FUNDS |
|
|
711
HIGH STREET |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R6) |
7.68% |
LIFETIME
2040 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R6) |
7.39% |
LIFETIME
2030 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING- H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
SMALLCAP
VALUE II (R6) |
5.94% |
LIFETIME
2050 FUND |
|
|
ATTN
MUTUAL FUND ACCOUNTING-H221 |
|
|
711
HIGH ST |
|
|
DES
MOINES IA 50392-0001 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
TAX-EXEMPT
BOND (A) |
18.53% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
TAX-EXEMPT
BOND (A) |
15.49% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
TAX-EXEMPT
BOND (A) |
7.20% |
J.
P. MORGAN SECURITIES LLC |
|
|
FBO
EXCLUSIVE BENEFIT OF OUR CUST |
|
|
4
CHASE METROTECH CTR |
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
TAX-EXEMPT
BOND (A) |
6.41% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
TAX-EXEMPT
BOND (A) |
6.07% |
MLPF&S
FOR THE SOLE |
|
|
BENEFIT
OF ITS CUSTOMERS |
|
|
ATTN
FUND ADMINISTRATION |
|
|
4800
DEER LAKE DR E FL 3 |
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
TAX-EXEMPT
BOND (C) |
26.24% |
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
EXCLUSIVE
BENEFIT OF CUSTOMER |
|
|
2801
MARKET ST |
|
|
SAINT
LOUIS MO 63103-2523 |
|
|
|
TAX-EXEMPT
BOND (C) |
10.75% |
LPL
FINANCIAL |
|
|
OMNIBUS
CUSTOMER ACCOUNT |
|
|
ATTN
MUTUAL FUND TRADING |
|
|
4707
EXECUTIVE DR |
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
TAX-EXEMPT
BOND (C) |
9.57% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
THE EXCL BENE OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
TAX-EXEMPT
BOND (C) |
8.20% |
UBS
WM USA |
|
|
0O0
11011 6100 |
|
|
OMNI
ACCOUNT M/F |
|
|
SPEC
CDY A/C EBOC UBSFSI |
|
|
1000
HARBOR BLVD |
|
|
WEEHAWKEN
NJ 07086-6761 |
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class |
Percent
of Ownership |
Name
and Address of Owner |
TAX-EXEMPT
BOND (C) |
8.19% |
AMERICAN
ENTERPRISE INVESTMENT SVC |
|
|
FBO
#41999970 |
|
|
707
2ND AVE S |
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
TAX-EXEMPT
BOND (C) |
8.13% |
MORGAN
STANLEY SMITH BARNEY LLC |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
1
NEW YORK PLZ FL 12 |
|
|
NEW
YORK NY 10004-1965 |
|
|
|
TAX-EXEMPT
BOND (I) |
30.97% |
NATIONAL
FINANCIAL SERVICES LLC |
|
|
FOR
EXCLUSIVE BENEFIT OF OUR CUSTOMERS |
|
|
499
WASHINGTON BLVD |
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FL |
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
TAX-EXEMPT
BOND (I) |
17.93% |
WELLS
FARGO CLEARING SERVICES LLC |
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EXCLUSIVE
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|
2801
MARKET ST |
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|
SAINT
LOUIS MO 63103-2523 |
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TAX-EXEMPT
BOND (I) |
14.40% |
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FBO
#41999970 |
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707
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MINNEAPOLIS
MN 55402-2405 |
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TAX-EXEMPT
BOND (I) |
6.10% |
LPL
FINANCIAL |
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OMNIBUS
CUSTOMER ACCOUNT |
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ATTN
MUTUAL FUND TRADING |
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4707
EXECUTIVE DR |
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SAN
DIEGO CA 92121-3091 |
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TAX-EXEMPT
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5.04% |
UBS
WM USA |
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0O0
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SPEC
CDY A/C EBOC UBSFSI |
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Management
Ownership
As
of November 4, 2022, the Board Members and officers of the Funds, as a group,
owned less than 1% of the outstanding shares of any class of any of the
Funds.
PORTFOLIO
MANAGER DISCLOSURE
(as
provided by the Investment Advisors)
This
section contains information about portfolio managers and the other accounts
they manage, their compensation, and their ownership of securities. The
“Ownership of Securities” tables reflect the portfolio managers’ beneficial
ownership, which means a direct or indirect pecuniary interest. For some
portfolio managers, this includes beneficial ownership of fund shares through
participation in an employee benefit program which invests in Principal Funds,
Inc. For information about potential material conflicts of interest, see
Brokerage Allocation and Other Practices - Allocation of Trades.
This
section lists information about PGI's portfolio managers first. Next, the
section includes information about the sub-advisors' portfolio managers
alphabetically by sub-advisor.
Information
in this section is as of October 31, 2021, unless otherwise noted.
Advisor:
Principal Global Investors, LLC (Columbus Circle Portfolio
Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Christopher
T. Corbett:
MidCap Growth Fund |
|
|
|
|
Registered
investment companies |
3 |
$464.2
million |
0 |
$0 |
Other
pooled investment vehicles |
1 |
$655.1
million |
0 |
$0 |
Other
accounts |
15 |
$439.9
million |
0 |
$0 |
Marc
R. Shapiro: MidCap
Growth Fund |
|
|
|
|
Registered
investment companies |
3 |
$464.2
million |
0 |
$0 |
Other
pooled investment vehicles |
1 |
$655.1
million |
0 |
$0 |
Other
accounts |
15 |
$439.9
million |
0 |
$0 |
Compensation
Principal
Global Investors, LLC offers investment professionals a competitive compensation
structure that is evaluated annually relative to other global asset management
firms to ensure its continued competitiveness and alignment with industry best
practices. The objective of the structure is to offer market competitive
compensation that aligns individual and team contributions with firm and client
performance objectives in a manner that is consistent with industry standards
and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce delivery of investment
performance, firm performance, team collaboration, regulatory compliance,
operational excellence, client retention and client satisfaction. Investment
performance is measured on a pre-tax basis against relative client benchmarks
and peer groups over one year, three-year and five-year periods, calculated
quarterly, reinforcing a longer-term orientation.
Payments
under the variable incentive plan may be in the form of cash or a combination of
cash and deferred compensation. The amount of variable compensation delivered in
the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into Principal Financial Group (“PFG”) restricted
stock units and funds managed by the team via a co-investment program. Both
payment vehicles are subject to a three-year vesting schedule. The overall
measurement framework and the deferred component are well aligned with our
desired focus on clients’ objectives (e.g. coinvestment), alignment with
Principal stakeholders, and talent retention.
In
addition to deferred compensation obtained through their compensation
programming, team members have investments acquired through their participation
in the PFG’s employee stock purchase plan, retirement plans and direct personal
investments. It should be noted that the Company’s retirement plans and deferred
compensation plans generally utilize its non-registered group separate accounts
or commingled vehicles rather than the traditional mutual funds. However, in
each instance these vehicles are managed in lockstep alignment with the mutual
funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Christopher
T. Corbett |
MidCap
Growth |
$100,001
- $500,000 |
Marc
R. Shapiro |
MidCap
Growth |
$100,001
- $500,000 |
Advisor:
Principal Global Investors, LLC (Edge Asset Management Portfolio
Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total
Number
of
Accounts |
Total
Assets
in
the
Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Daniel
R. Coleman: Equity
Income and Principal Capital Appreciation Funds |
Registered
investment companies |
10 |
$2.8
billion |
0 |
$0 |
Other
pooled investment vehicles |
2 |
$208.7
million |
0 |
$0 |
Other
accounts |
44 |
$3.5
billion |
0 |
$0 |
Theodore
Jayne: Principal
Capital Appreciation Fund |
Registered
investment companies |
4 |
$821.6
million |
0 |
$0 |
Other
pooled investment vehicles |
0 |
$0 |
0 |
$0 |
Other
accounts |
9 |
$325.4
million |
0 |
$0 |
Sarah
E. Radecki: Equity
Income Fund |
Registered
investment companies |
5 |
$2.0
billion |
0 |
$0 |
Other
pooled investment vehicles |
2 |
$208.7
million |
0 |
$0 |
Other
accounts |
34 |
$3.1
billion |
0 |
$0 |
Nedret
Vidinli: Equity
Income Fund |
Registered
investment companies |
3 |
$844.8
million |
0 |
$0 |
Other
pooled investment vehicles |
1 |
$116.0
million |
0 |
$0 |
Other
accounts |
9 |
$164.5
million |
0 |
$0 |
Compensation
Principal
Global Investors, LLC offers investment professionals a competitive compensation
structure that is evaluated annually relative to other global asset management
firms to ensure its continued competitiveness and alignment with industry best
practices. The objective of the structure is to offer market competitive
compensation that aligns individual and team contributions with firm and client
performance objectives in a manner that is consistent with industry standards
and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce delivery of investment
performance, firm performance, team collaboration, regulatory compliance,
operational excellence, client retention and client satisfaction. Investment
performance is measured on a pre-tax basis against relative client benchmarks
and peer groups over one year, three-year and five-year periods, calculated
quarterly, reinforcing a longer-term orientation.
Payments
under the variable incentive plan are delivered in the form of cash or a
combination of cash and deferred compensation. The amount of incentive delivered
in the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into Principal Financial Group (“PFG”) restricted
stock units and funds managed by the team via a co-investment program. Both
payment vehicles are subject to a three-year vesting schedule. The overall
measurement framework and the deferred component are well aligned with our
desired focus on clients’ objectives (e.g. co-investment), alignment with
Principal stakeholders, and talent retention.
In
addition to deferred compensation obtained through their compensation
programming, team members have investments acquired through their participation
in the PFG’s employee stock purchase plan, retirement plans and direct personal
investments. It should be noted that the Company’s retirement plans and deferred
compensation plans generally utilize its non-registered group separate accounts
or commingled vehicles rather than the traditional mutual funds. However, in
each instance these vehicles are managed in lockstep alignment with the mutual
funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Daniel
R. Coleman |
Equity
Income |
over
$1,000,000 |
Daniel
R. Coleman |
Principal
Capital Appreciation |
$100,001
- $500,000 |
Theodore
Jayne |
Principal
Capital Appreciation |
$100,001
- $500,000 |
Sarah
E. Radecki |
Equity
Income |
over
$1,000,000 |
Nedret
Vidinli |
Equity
Income |
$500,001
- $1,000,000 |
Advisor:
Principal Global Investors, LLC (Finisterre Portfolio Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Damien
Buchet: Finisterre
Emerging Markets Total Return Bond Fund |
Registered
Investment Companies |
2 |
$309.9
million |
0 |
$0 |
Other
Pooled Investment Vehicles |
5 |
$2.3
billion |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Christopher
Watson: Finisterre
Emerging Markets Total Return Bond Fund |
Registered
Investment Companies |
2 |
$309.9
million |
0 |
$0 |
Other
Pooled Investment Vehicles |
5 |
$2.3
billion |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Compensation
(effective 1/1/2021)
Principal
Global Investors, LLC offers investment professionals a competitive compensation
structure that is evaluated annually relative to other global asset management
firms to ensure its continued competitiveness and alignment with industry best
practices. The objective of the structure is to offer market competitive
compensation that aligns individual and team contributions with firm and client
performance objectives in a manner that is consistent with industry standards
and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce delivery of investment
performance, firm performance, team collaboration, regulatory compliance,
operational excellence, client retention and client satisfaction. Relative
performance metrics are measured on a pre-tax basis over rolling one-year,
three-year and five-year periods, calculated quarterly, reinforcing a longer
term orientation.
Payments
under the variable incentive plan are delivered in the form of cash or a
combination of cash and deferred compensation. The amount of incentive delivered
in the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into funds managed by the team via a co-investment
program and is subject to a three-year vesting schedule. The overall measurement
framework and the deferred component are well aligned with our desired focus on
clients’ objectives (e.g., co-investment) and talent retention.
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Damien
Buchet |
Finisterre
Emerging Markets Total Return Bond |
None |
Christopher
Watson |
Finisterre
Emerging Markets Total Return Bond |
None |
Advisor:
Principal Global Investors, LLC (Equity Portfolio Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Paul
H. Blankenhagen: Diversified
International Fund |
Registered
investment companies |
3 |
$1.0
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$12.1
billion |
0 |
$0 |
|
Other
accounts |
11 |
$1.5
billion |
1 |
$338.0
million |
Juliet
Cohn: Diversified
International Fund |
Registered
investment companies |
3 |
$1.0
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$12.1
billion |
0 |
$0 |
|
Other
accounts |
11 |
$1.5
billion |
1 |
$338.0
million |
Jeffrey
Kilkenny: Global
Emerging Markets Fund |
Registered
investment companies |
1 |
$93.6
million |
0 |
$0 |
|
Other
pooled investment vehicles |
1 |
$295.9
million |
0 |
$0 |
|
Other
accounts |
0 |
$0 |
|
0 |
$0 |
|
K.
William Nolin: MidCap
Fund |
Registered
investment companies |
5 |
$13.7
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
4 |
$3.4
billion |
0 |
$0 |
|
Other
accounts |
58 |
$11.9
billion |
0 |
$0 |
|
Phil
Nordhus: SmallCap
Fund |
Registered
investment companies |
7 |
$514.3
million |
0 |
$0 |
|
Other
pooled investment vehicles |
1 |
$878.8
million |
0 |
$0 |
|
Other
accounts |
19 |
$2.1
billion |
2 |
$621.0
million |
Brian
W. Pattinson: SmallCap
Fund |
Registered
investment companies |
9 |
$1.7
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$3.3
billion |
0 |
$0 |
|
Other
accounts |
37 |
$4.7
billion |
3 |
$668.4
million |
Tom
Rozycki: MidCap
Fund |
Registered
investment companies |
5 |
$13.7
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
4 |
$3.4
billion |
0 |
$0 |
|
Other
accounts |
58 |
$11.9
billion |
0 |
$0 |
|
Jeffrey
A. Schwarte: LargeCap
S&P 500 Index, MidCap S&P 400 Index, and SmallCap S&P 600
Index Funds |
Registered
investment companies |
27 |
$11.5
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
10 |
$52.8
billion |
0 |
$0 |
|
Other
accounts |
5 |
$1.6
billion |
0 |
$0 |
|
Aaron
J. Siebel: LargeCap
S&P 500 Index, MidCap S&P 400 Index, and SmallCap S&P 600
Index Funds |
Registered
investment companies |
26 |
$11.3
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
8 |
$52.8
billion |
0 |
$0 |
|
Other
accounts |
2 |
$1.5
billion |
0 |
$0 |
|
Compensation
Principal
Global Investors, LLC offers investment professionals a competitive compensation
structure that is evaluated annually relative to other global asset management
firms to ensure its continued competitiveness and alignment with industry best
practices. The objective of the structure is offer market competitive
compensation that aligns individual and team contributions with firm and client
performance objectives in a manner that is consistent with industry standards
and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce delivery of investment
performance, firm performance, team collaboration, regulatory compliance,
operational excellence, client retention and client satisfaction. Investment
performance is measured on a pre-tax basis against relative client benchmarks
and peer groups over one year, three-year and five-year periods, calculated
quarterly, reinforcing a longer-term orientation.
Payments
under the variable incentive plan are delivered in the form of cash or a
combination of cash and deferred compensation. The amount of incentive delivered
in the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into Principal Financial Group (“PFG”) restricted
stock units and funds managed by the team via a co-investment program. Both
payment vehicles are subject to a three-year vesting schedule. The overall
measurement framework and the deferred component are well aligned with our
desired focus on clients’ objectives (e.g. co-investment), alignment with
Principal stakeholders, and talent retention.
In
addition to deferred compensation obtained through their compensation
programming, team members have investments acquired through their participation
in the PFG’s employee stock purchase plan, retirement plans and direct personal
investments. It should be noted that the Company’s retirement plans and deferred
compensation plans generally utilize its non-registered group separate accounts
or commingled vehicles rather than the traditional mutual funds. However, in
each instance these vehicles are managed in lockstep alignment with the mutual
funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Paul
H. Blankenhagen |
Diversified
International |
over
$1,000,000 |
Juliet
Cohn |
Diversified
International |
$500,001
- $1,000,000 |
Jeffrey
Kilkenny |
Global
Emerging Markets |
$100,001
- $500,000 |
K.
William Nolin |
MidCap |
over
$1,000,000 |
Phil
Nordhus |
SmallCap |
over
$1,000,000 |
Brian
Pattinson |
SmallCap |
over
$1,000,000 |
Tom
Rozycki |
MidCap |
over
$1,000,000 |
Jeffrey
A. Schwarte |
LargeCap
S&P 500 Index |
$100,001
- $500,000 |
Jeffrey
A. Schwarte |
MidCap
S&P 400 Index |
None |
Jeffrey
A. Schwarte |
SmallCap
S&P 600 Index |
$10,001
- $50,000 |
Aaron
J. Siebel |
LargeCap
S&P 500 Index |
None |
Aaron
J. Siebel |
MidCap
S&P 400 Index |
None |
Aaron
J. Siebel |
SmallCap
S&P 600 Index |
None |
Advisor:
Principal Global Investors, LLC (Fixed Income Portfolio Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee
on Performance |
Total
Assets of the Accounts that base the Advisory Fee
on Performance |
William
C. Armstrong: Core
Plus Bond Fund |
Registered
investment companies |
4 |
$1.5
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
2 |
$3.6
billion |
0 |
$0 |
|
Other
accounts |
7 |
$2.7
billion |
3 |
$1.7
billion |
Bryan
C. Davis(1):
Core
Plus Bond and
Government
& High Quality Bond Fund |
Registered
investment companies |
8 |
$1.1
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
16 |
$6.3
billion |
0 |
$0 |
|
Other
accounts |
29 |
$4.8
billion |
0 |
$0 |
|
Mark
P. Denkinger: High
Yield Fund |
Registered
investment companies |
7 |
$481.7
million |
0 |
$0 |
|
Other
pooled investment vehicles |
7 |
$942.9
million |
0 |
$0 |
|
Other
accounts |
41 |
$4.6
billion |
2 |
$154.4
million |
John
R. Friedl: Core
Fixed Income and Short-Term Income Funds |
Registered
investment companies |
5 |
$195.4
million |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$1.6
billion |
0 |
$0 |
|
Other
accounts |
2 |
$198,544 |
0 |
$0 |
|
Zach
Gassmann: Government
& High Quality Bond Fund |
Registered
investment companies |
8 |
$440.2
million |
0 |
$0 |
|
Other
pooled investment vehicles |
6 |
$1.2
billion |
0 |
$0 |
|
Other
accounts |
17 |
$4.4
billion |
4 |
$297.8
million |
Erika
Isley: Government
Money Market and Money Market Funds |
Registered
investment companies |
3 |
$1.5
million |
0 |
$0 |
|
Other
pooled investment vehicles |
1 |
$1.2
billion |
0 |
$0 |
|
Other
accounts |
6 |
$829.5
million |
2 |
$84.2
million |
James
Noble: California
Municipal and Tax-Exempt Bond Funds |
Registered
investment companies |
2 |
$197.1
million |
0 |
$0 |
|
Other
pooled investment vehicles |
4 |
$110.7
million |
0 |
$0 |
|
Other
accounts |
9 |
$848.4
million |
0 |
$0 |
|
Scott
J. Peterson: Core
Fixed
Income
and Short-Term Income Funds |
Registered
investment companies |
5 |
$195.4
million |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$1.6
billion |
0 |
$0 |
|
Other
accounts |
2 |
$198,544 |
0 |
$0 |
|
Josh
Rank: High
Yield Fund |
Registered
investment companies |
7 |
$481.7
million |
0 |
$0 |
|
Other
pooled investment vehicles |
7 |
$942.9
million |
0 |
$0 |
|
|
41 |
$4.6
billion |
2 |
$154.4
million |
Tracy
Reeg: Government
Money Market and Money Market Funds |
Registered
investment companies |
0 |
$0 |
|
0 |
$0 |
|
Other
pooled investment vehicles |
1 |
$1.2
billion |
0 |
$0 |
|
Other
accounts |
0 |
$0 |
|
0 |
$0 |
|
Darrin
E. Smith: High
Yield Fund |
Registered
investment companies |
7 |
$481.7
million |
0 |
$0 |
|
Other
pooled investment vehicles |
7 |
$942.9
million |
0 |
$0 |
|
Other
accounts |
41 |
$4.6
billion |
2 |
$154.4
million |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee
on Performance |
Total
Assets of the Accounts that base the Advisory Fee
on Performance |
James
Welch: California
Municipal and Tax-Exempt Bond Funds |
Registered
investment companies |
2 |
$197.1
million |
0 |
$0 |
|
Other
pooled investment vehicles |
4 |
$110.7
million |
0 |
$0 |
|
Other
accounts |
9 |
$848.4
million |
0 |
$0 |
|
(1)
Information
as of February 28, 2022.
Compensation
Principal
Global Investors offers investment professionals a competitive compensation
structure that is evaluated annually relative to other global asset management
firms to ensure its continued competitiveness and alignment with industry best
practices. The objective of the structure is to offer market competitive
compensation that aligns individual and team contributions with firm and client
performance objectives in a manner that is consistent with industry standards
and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce delivery of investment
performance, firm performance, team collaboration, regulatory compliance,
operational excellence, client retention and client satisfaction. Investment
performance is measured on a pre-tax basis against relative client benchmarks
and peer groups over one year, three-year and five-year periods, calculated
quarterly, reinforcing a longer-term orientation.
Payments
under the variable incentive plan are delivered in the form of cash or a
combination of cash and deferred compensation. The amount of incentive delivered
in the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into Principal Financial Group (“PFG”) restricted
stock units and funds managed by the team via a co-investment program. Both
payment vehicles are subject to a three-year vesting schedule. The overall
measurement framework and the deferred component are well aligned with our
desired focus on clients’ objectives (e.g. co-investment), alignment with
Principal stakeholders, and talent retention.
In
addition to deferred compensation obtained through their compensation
programming, team members have investments acquired through their participation
in the PFG employee stock purchase plan, retirement plans and direct personal
investments. It should be noted that the Company’s retirement plans and deferred
compensation plans generally utilize its non-registered group separate accounts
or commingled vehicles rather than the traditional mutual funds. However, in
each instance these vehicles are managed in lockstep alignment with the mutual
funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
William
C. Armstrong |
Core
Plus Bond |
$100,001
- $500,000 |
Bryan
C. Davis(1) |
Core
Plus Bond |
$500,001
- $1,000,000 |
Bryan
C. Davis |
Government
& High Quality Bond |
over
$1,000,000 |
Mark
P. Denkinger |
High
Yield |
over
$1,000,000 |
John
R. Friedl |
Core
Fixed Income |
$100,001
- $500,000 |
John
R. Friedl |
Short-Term
Income |
$1
- $10,000 |
Zach
Gassmann |
Government
& High Quality Bond |
$100,001
- $500,000 |
Erika
Isley |
Government
Money Market |
None |
Erika
Isley |
Money
Market |
None |
James
Noble |
California
Municipal |
$1
- $10,000 |
James
Noble |
Tax-Exempt
Bond |
$100,001
- $500,000 |
Scott
J. Peterson |
Core
Fixed Income |
$10,001
- $50,000 |
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Scott
J. Peterson |
Short-Term
Income |
over
$1,000,000 |
Josh
Rank |
High
Yield |
$500,001
- $1,000,000 |
Tracy
Reeg |
Government
Money Market |
None |
Tracy
Reeg |
Money
Market |
$1
- $10,000 |
Darrin
E. Smith |
High
Yield |
$500,001
- $1,000,000 |
James
Welch |
California
Municipal |
$1
- $10,000 |
James
Welch |
Tax-Exempt
Bond |
$100,001
- $500,000 |
(1)
Information
as of February 28, 2022.
Advisor:
Principal Global Investors, LLC (Principal®
Global Asset Allocation Portfolio Managers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total
Number
of
Accounts |
Total
Assets
in
the
Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Jessica
S. Bush: Diversified
Income Fund |
Registered
investment companies |
2 |
$10.1
billion |
0 |
$0 |
Other
pooled investment vehicles |
3 |
$3.7
billion |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Brody
Dass(1):
SAM
Balanced, SAM Conservative Balanced, SAM Conservative Growth, SAM Flexible
Income and
SAM
Strategic Growth Portfolios |
Registered
investment companies |
0 |
$0 |
0 |
$0 |
Other
pooled investment vehicles |
0 |
$0 |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
James
W. Fennessey: High
Income; LargeCap Growth I; LargeCap Value III; MidCap Growth III; MidCap
Value I; Overseas; Principal LifeTime Strategic Income, 2010, 2015, 2020,
2025, 2030, 2035, 2040, 2045, 2050, 2055, 2060 and 2065; Principal
LifeTime Hybrid Income, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050,
2055, 2060 and 2065; SmallCap Growth I; and SmallCap Value II
Funds |
Registered
investment companies |
15 |
$9.2
billion |
0 |
$0 |
Other
pooled investment vehicles |
26 |
$54.8
billion |
0 |
$0 |
Other
accounts |
33 |
$5.4
billion |
0 |
$0 |
Todd
A. Jablonski: SAM
Balanced, SAM Conservative Balanced, SAM Conservative Growth, SAM Flexible
Income and
SAM
Strategic Growth Portfolios |
Registered
investment companies |
6 |
$2.3
billion |
0 |
$0 |
Other
pooled investment vehicles |
0 |
$0 |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Benjamin
E. Rotenberg: Diversified
Income Fund |
Registered
investment companies |
2 |
$10.1
billion |
0 |
$0 |
Other
pooled investment vehicles |
3 |
$3.7
billion |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Scott
Smith: Principal
LifeTime Strategic Income, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045,
2050, 2055, 2060 and 2065; and Principal LifeTime Hybrid Income, 2015,
2020, 2025, 2030, 2035, 2040, 2045, 2050, 2055, 2060 and 2065
Funds |
Registered
investment companies |
6 |
$726.0
million |
0 |
$0 |
Other
pooled investment vehicles |
26 |
$54.8
billion |
0 |
$0 |
Other
accounts |
34 |
$5.6
billion |
0 |
$0 |
May
Tong (2):
Diversified
Income Fund |
|
|
|
|
Registered
investment companies |
2 |
$10.1
billion |
0 |
$0 |
Other
pooled investment vehicles |
3 |
$3.7
billion |
0 |
$0 |
Other
accounts |
0 |
$0 |
0 |
$0 |
Randy
L. Welch: High
Income; LargeCap Growth I; LargeCap Value III; MidCap Growth III; MidCap
Value I; Overseas; Principal LifeTime Strategic Income, 2010, 2015, 2020,
2025, 2030, 2035, 2040, 2045, 2050, 2055, 2060 and 2065; Principal
LifeTime Hybrid Income, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050,
2055, 2060 and 2065; SmallCap Growth I; and
SmallCap
Value II Funds |
Registered
investment companies |
15 |
$9.2
billion |
0 |
$0 |
Other
pooled investment vehicles |
26 |
$54.8
billion |
0 |
$0 |
Other
accounts |
33 |
$5.4
billion |
0 |
$0 |
(1)
Information
as of November 30, 2021
Compensation
Principal
Global Investors, LLC ("PGI") offers investment professionals a competitive
compensation structure that is evaluated annually relative to other global asset
management firms to ensure its continued competitiveness and alignment with
industry best practices. The objective of the structure is to offer market
competitive compensation that aligns individual and team contributions with firm
and client performance objectives in a manner that is consistent with industry
standards and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels. The variable component is designed to reinforce investment performance,
firm performance, team collaboration, regulatory compliance, operational
excellence, client retention and client satisfaction. Investment performance is
measured on a pre-tax basis against relative client benchmarks and peer groups
over one year, three-year and five-year periods, calculated quarterly,
reinforcing a longer-term orientation.
Payments
under the variable incentive plan are delivered in the form of cash or a
combination of cash and deferred compensation. The amount of incentive delivered
in the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested into Principal Financial Group (“PFG”) restricted
stock units and funds managed by the team, via a co-investment program. Both
payment vehicles are subject to a three-year vesting schedule. The overall
measurement framework and the deferred component are well aligned with our
desired focus on clients’ objectives (e.g. co-investment), alignment with
Principal stakeholders, and talent retention.
In
addition to deferred compensation obtained through their compensation
programming, team members have investments acquired through their participation
in the PFG’s employee stock purchase plan, retirement plans, and direct personal
investments. It should be noted that the Company’s retirement plans and deferred
compensation plans generally utilize its non-registered group separate accounts
or commingled vehicles rather than the traditional mutual funds. However, in
each instance these vehicles are managed in lockstep alignment with the mutual
funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Jessica
S. Bush |
Diversified
Income |
$100,001
- $500,000 |
Brody
Dass (1) |
SAM
Balanced |
None |
Brody
Dass (1) |
SAM
Conservative Balanced |
None |
Brody
Dass (1) |
SAM
Conservative Growth |
None |
Brody
Dass (1) |
SAM
Flexible Income |
None |
Brody
Dass (1) |
SAM
Strategic Growth |
None |
James
W. Fennessey |
High
Income |
$1
- $10,000 |
James
W. Fennessey |
LargeCap
Growth I |
$100,001
- $500,000 |
James
W. Fennessey |
LargeCap
Value III |
$10,001
- $50,000 |
James
W. Fennessey |
MidCap
Growth III |
$1
- $10,000 |
James
W. Fennessey |
MidCap
Value I |
$1
- $10,000 |
James
W. Fennessey |
Overseas |
None |
James
W. Fennessey |
Principal
LifeTime Strategic Income |
None |
James
W. Fennessey |
Principal
LifeTime 2010 |
None |
James
W. Fennessey |
Principal
LifeTime 2015 |
None |
James
W. Fennessey |
Principal
LifeTime 2020 |
None |
James
W. Fennessey |
Principal
LifeTime 2025 |
None |
James
W. Fennessey |
Principal
LifeTime 2030 |
None |
James
W. Fennessey |
Principal
LifeTime 2035 |
None |
James
W. Fennessey |
Principal
LifeTime 2040 |
$10,001
- $50,000 |
James
W. Fennessey |
Principal
LifeTime 2045 |
None |
James
W. Fennessey |
Principal
LifeTime 2050 |
None |
James
W. Fennessey |
Principal
LifeTime 2055 |
None |
James
W. Fennessey |
Principal
LifeTime 2060 |
None |
James
W. Fennessey |
Principal
LifeTime 2065 |
None |
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
James
W. Fennessey |
Principal
LifeTime Hybrid Income |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2015 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2020 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2025 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2030 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2035 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2040 |
$100,001
- $500,000 |
James
W. Fennessey |
Principal
LifeTime Hybrid 2045 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2050 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2055 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2060 |
None |
James
W. Fennessey |
Principal
LifeTime Hybrid 2065 |
None |
James
W. Fennessey |
SmallCap
Growth I |
$100,001
- $500,000 |
James
W. Fennessey |
SmallCap
Value II |
$100,001
- $500,000 |
Todd
A. Jablonski |
SAM
Balanced |
over
$1,000,000 |
Todd
A. Jablonski |
SAM
Conservative Balanced |
None |
Todd
A. Jablonski |
SAM
Conservative Growth |
$100,001
- $500,000 |
Todd
A. Jablonski |
SAM
Flexible Income |
$10,001
- $50,000 |
Todd
A. Jablonski |
SAM
Strategic Growth |
$100,001
- $500,000 |
Benjamin
E. Rotenberg |
Diversified
Income |
$100,001
- $500,000 |
Scott
Smith |
Principal
LifeTime Strategic Income |
None |
Scott
Smith |
Principal
LifeTime 2010 |
None |
Scott
Smith |
Principal
LifeTime 2015 |
None |
Scott
Smith |
Principal
LifeTime 2020 |
None |
Scott
Smith |
Principal
LifeTime 2025 |
None |
Scott
Smith |
Principal
LifeTime 2030 |
None |
Scott
Smith |
Principal
LifeTime 2035 |
None |
Scott
Smith |
Principal
LifeTime 2040 |
None |
Scott
Smith |
Principal
LifeTime 2045 |
None |
Scott
Smith |
Principal
LifeTime 2050 |
None |
Scott
Smith |
Principal
LifeTime 2055 |
None |
Scott
Smith |
Principal
LifeTime 2060 |
None |
Scott
Smith |
Principal
LifeTime 2065 |
None |
Scott
Smith |
Principal
LifeTime Hybrid Income |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2015 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2020 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2025 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2030 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2035 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2040 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2045 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2050 |
$50,001
- $100,000 |
Scott
Smith |
Principal
LifeTime Hybrid 2055 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2060 |
None |
Scott
Smith |
Principal
LifeTime Hybrid 2065 |
None |
May
Tong |
Diversified
Income |
$100,001
- $500,000 |
Randy
L. Welch |
High
Income |
$1
- $10,000 |
Randy
L. Welch |
LargeCap
Growth I |
$100,001
- $500,000 |
Randy
L. Welch |
LargeCap
Value III |
$1
- $10,000 |
Randy
L. Welch |
MidCap
Growth III |
$1
- $10,000 |
Randy
L. Welch |
MidCap
Value I |
$1
- $10,000 |
Randy
L. Welch |
Overseas |
None |
Randy
L. Welch |
Principal
LifeTime Strategic Income |
None |
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Randy
L. Welch |
Principal
LifeTime 2010 |
None |
Randy
L. Welch |
Principal
LifeTime 2015 |
None |
Randy
L. Welch |
Principal
LifeTime 2020 |
None |
Randy
L. Welch |
Principal
LifeTime 2025 |
None |
Randy
L. Welch |
Principal
LifeTime 2030 |
None |
Randy
L. Welch |
Principal
LifeTime 2035 |
None |
Randy
L. Welch |
Principal
LifeTime 2040 |
None |
Randy
L. Welch |
Principal
LifeTime 2045 |
None |
Randy
L. Welch |
Principal
LifeTime 2050 |
None |
Randy
L. Welch |
Principal
LifeTime 2055 |
None |
Randy
L. Welch |
Principal
LifeTime 2060 |
None |
Randy
L. Welch |
Principal
LifeTime 2065 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid Income |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2015 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2020 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2025 |
$100,001
- $500,000 |
Randy
L. Welch |
Principal
LifeTime Hybrid 2030 |
$100,001
- $500,000 |
Randy
L. Welch |
Principal
LifeTime Hybrid 2035 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2040 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2045 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2050 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2055 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2060 |
None |
Randy
L. Welch |
Principal
LifeTime Hybrid 2065 |
None |
Randy
L. Welch |
SmallCap
Growth I |
$50,001
- $100,000 |
Randy
L. Welch |
SmallCap
Value II |
$50,001
- $100,000 |
(1)
Information
as of November 30, 2021
Sub-Advisor:
BlackRock Financial Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total
Number
of
Accounts |
Total
Assets
in
the
Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Akiva
Dickstein: Inflation
Protection Fund |
Registered
investment companies |
23 |
$29.6
billion |
0 |
$0 |
Other
pooled investment vehicles |
26 |
$9.8
billion |
0 |
$0 |
Other
accounts |
260 |
$101.4
billion |
5 |
$1.6
billion |
David
Rogal(1):
Inflation
Protection Fund |
Registered
investment companies |
14 |
$85.5
billion |
0 |
$0 |
Other
pooled investment vehicles |
11 |
$21.9
billion |
0 |
$0 |
Other
accounts |
2 |
$66.8
million |
0 |
$0 |
(1)
Information
as of April 30, 2022.
Compensation
for Sub-Advisor and Sub-Sub-Advisor
Portfolio
Manager Compensation Overview
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 |
Christopher
Allen |
Varied
Euro-Based Benchmarks and global inflation benchmark. |
Akiva
Dickstein |
A
combination of market-based indices (e.g. Bloomberg US Aggregate Index,
Bloomberg US Universal Index and Bloomberg Intermediate Aggregate Index),
certain customized indices and certain fund industry peer
groups. |
David
Rogal |
A
combination of market-based indices (e.g., Bloomberg U.S. Aggregate Bond
Index), certain customized indices and certain fund industry peer
groups. |
Distribution
of Discretionary Incentive Compensation. 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. Messrs. Dickstein and Rogal are 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. Mr. Allen is eligible to participate in these plans.
Portfolio
Manager Potential Material Conflicts of Interest
BlackRock
has built a professional working environment, firm-wide compliance culture and
compliance procedures and systems designed to protect against potential
incentives that may favor one account over another. BlackRock has adopted
policies and procedures that address the allocation of investment opportunities,
execution of portfolio transactions, personal trading by employees and other
potential conflicts of interest that are designed to ensure that all client
accounts are treated equitably over time. Nevertheless, BlackRock furnishes
investment management and advisory services to numerous clients in addition to
the Fund, and BlackRock may, consistent with applicable law, make investment
recommendations to other clients or accounts (including accounts which are hedge
funds or have performance or higher fees paid to BlackRock, or in which
portfolio managers have a personal interest in the receipt of such fees), which
may be the same as or different from those made to the Fund. In addition,
BlackRock, its affiliates and significant shareholders and any officer,
director, shareholder or employee may or may not have an interest in the
securities whose purchase and sale BlackRock recommends to the Fund. BlackRock,
or any of its affiliates or
significant
shareholders, or any officer, director, shareholder, employee or any member of
their families may take different actions than those recommended to the Fund by
BlackRock with respect to the same securities. Moreover, BlackRock may refrain
from rendering any advice or services concerning securities of companies of
which any of BlackRock’s (or its affiliates’ or significant shareholders’)
officers, directors or employees are directors or officers, or companies as to
which BlackRock or any of its affiliates or significant shareholders or the
officers, directors and employees of any of them has any substantial economic
interest or possesses material non-public information. Certain portfolio
managers also may manage accounts whose investment strategies may at times be
opposed to the strategy utilized for a fund. It should also be noted that
Messrs. Dickstein and Rogal 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. Messrs. Dickstein and Rogal may therefore
be entitled to receive a portion of any incentive fees earned on such accounts.
As
a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each
client fairly. When BlackRock purchases or sells securities for more than one
account, the trades must be allocated in a manner consistent with its fiduciary
duties. BlackRock attempts to allocate investments in a fair and equitable
manner among client accounts, with no account receiving preferential treatment.
To this end, BlackRock has adopted policies that are intended to ensure
reasonable efficiency in client transactions and provide BlackRock with
sufficient flexibility to allocate investments in a manner that is consistent
with the particular investment discipline and client base, as
appropriate.
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Akiva
Dickstein |
Inflation
Protection |
None |
David
Rogal(1) |
Inflation
Protection |
None |
(1)
Information
as of April 30, 2022.
Sub-Sub-Advisor:
BlackRock International Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
|
Total Number of
Accounts |
Total
Assets in the Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Christopher
Allen: Inflation
Protection Fund |
Registered
investment companies |
6 |
$5.9
billion |
0 |
$0 |
Other
pooled investment vehicles |
12 |
$4.2
billion |
0 |
$0 |
Other
accounts |
19 |
$8.8
billion |
— |
$0 |
Compensation
For
compensation information, reference the Compensation for Sub-Advisor and
Sub-Sub-Advisor section under Sub-Advisor: BlackRock Financial Management,
Inc.
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Christopher
Allen |
Inflation
Protection |
None |
Sub-Advisor:
Origin Asset Management LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total
Number
of
Accounts |
Total
Assets
in
the
Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Chris
Carter: International
Fund I |
Registered
investment companies |
1 |
$3.8
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$165.0
million |
0 |
$0 |
Other
accounts |
8 |
$2.0
billion |
1 |
$160.0
million |
Nigel
Dutson: International
Fund I |
Registered
investment companies |
1 |
$3.8
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$165.0
million |
0 |
$0 |
Other
accounts |
8 |
$2.0
billion |
1 |
$160.0
million |
Tarlock
Randhawa: International
Fund I |
Registered
investment companies |
1 |
$3.8
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
3 |
$165.0
million |
0 |
$0 |
Other
accounts |
8 |
$2.0
billion |
1 |
$160.0
million |
Nerys
Weir: International
Fund I |
Registered
investment companies |
1 |
$3.8
billion |
0 |
$0 |
Other
pooled investment vehicles |
3 |
$165.0
million |
0 |
$0 |
Other
accounts |
8 |
$2.0
billion |
1 |
$160.0
million |
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 Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Chris
Carter |
International
Fund I |
None |
Nigel
Dutson |
International
Fund I |
None |
Tarlock
Randhawa |
International
Fund I |
None |
Nerys
Weir |
International
Fund I |
None |
Sub-Advisor:
Principal Real Estate Investors, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Accounts Managed |
Portfolio
Manager and Fund(s) |
Total
Number
of
Accounts |
Total
Assets
in
the
Accounts |
Number
of Accounts that base the Advisory Fee on Performance |
Total
Assets of the Accounts that base the Advisory Fee on
Performance |
Keith
Bokota: Real
Estate Securities Fund |
Registered
investment companies |
3 |
$731.2
million |
0 |
$0 |
|
Other
pooled investment vehicles |
2 |
$897.7
million |
0 |
$0 |
|
Other
accounts |
34 |
$3.1
billion |
0 |
$0 |
|
Simon
Hedger: Global
Real Estate Securities Fund |
Registered
investment companies |
5 |
$1.2
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
5 |
$1.7
billion |
0 |
$0 |
|
Other
accounts |
36 |
$8.7
billion |
5 |
$833.0
million |
Anthony
Kenkel: Global
Real Estate Securities and Real Estate Securities Funds |
Registered
investment companies |
8 |
$1.9
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
6 |
$2.6
billion |
0 |
$0 |
|
Other
accounts |
71 |
$11.8
billion |
5 |
$833.0
million |
Kelly
D. Rush: Global
Real Estate Securities and Real Estate Securities Funds |
Registered
investment companies |
8 |
$1.9
billion |
0 |
$0 |
|
Other
pooled investment vehicles |
6 |
$2.6
billion |
0 |
$0 |
|
Other
accounts |
72 |
$11.9
billion |
5 |
$833.0
million |
Compensation
Principal
Real Estate Investors, LLC offers investment professionals a competitive
compensation structure that is evaluated annually relative to other global asset
management firms to ensure its continued competitiveness and alignment with
industry best practices. The objective of the structure is to offer market
competitive compensation that aligns individual and team contributions with firm
and client performance objectives in a manner that is consistent with industry
standards and business results.
Compensation
for investment professionals at all levels is comprised of base salary and
variable incentive components. As team members advance in their careers, the
variable component increases in its proportion commensurate with responsibility
levels.
Variable
compensation takes the form of a profit share plan with funding based on a
percentage of pre-tax, pre-bonus operating earnings of the boutique (e.g. REIT,
CMBS). The plan is designed to provide line-of-sight to investment
professionals, enabling them to share in current and future business growth
while reinforcing delivery of investment performance, collaboration, regulatory
compliance, operational excellence, client retention and client satisfaction.
The variable component is well aligned with client goals and objectives, with
the largest determinant being investment performance relative to appropriate
client benchmarks and peer groups. Relative performance metrics are measured
over rolling one-year and three-year periods, calculated quarterly, reinforcing
a longer term orientation. In addition to investment performance, other
discretionary factors such as team and individual results also contribute to the
quantum of incentive compensation. Discretionary compensation metrics are
specifically aligned with the results of the Real Estate group. The structure is
uniformly applied among all investment professionals, including portfolio
managers, research analysts, traders and team leaders.
Payments
under the variable incentive plan may be in the form of cash or a combination of
cash and deferred compensation. The amount of variable compensation delivered in
the form of deferred compensation depends on the size of an individual’s
incentive award as it relates to a tiered deferral scale. Deferred compensation
is required to be invested in Principal Financial Group (“PFG”) restricted stock
units and funds managed by the team, via a co-investment program. Both payment
vehicles are subject to a three year vesting schedule.
In
addition to deferred compensation obtained through their compensation
programming, all senior team members have substantial investments in funds
managed by the group, including deferred compensation, retirement plans and
direct personal investments. It should be noted that the Company’s retirement
plans and deferred compensation plans generally utilize its non-registered group
separate accounts or commingled vehicles rather than the traditional mutual
funds. However, in each instance these vehicles are managed in lockstep
alignment with the mutual funds (i.e. “clones”).
Ownership
of Securities
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
PFI
Funds Managed by Portfolio Manager |
Dollar
Range of Securities Owned by the Portfolio Manager |
Keith
Bokota |
Real
Estate Securities |
over
$1,000,000 |
Simon
Hedger |
Global
Real Estate Securities |
over
$1,000,000 |
Anthony
Kenkel |
Global
Real Estate Securities |
over
$1,000,000 |
Anthony
Kenkel |
Real
Estate Securities |
over
$1,000,000 |
Kelly
D. Rush |
Global
Real Estate Securities |
over
$1,000,000 |
Kelly
D. Rush |
Real
Estate Securities |
over
$1,000,000 |
APPENDIX
A – DESCRIPTION OF BOND RATINGS
Moody's
Investors Service, Inc. Rating Definitions:
Long-Term
Obligation Ratings
Ratings
assigned on Moody's global long-term obligation rating scales are
forward-looking opinions of the relative credit risk of financial obligations
issued by non-financial corporates, financial institutions, structured finance
vehicles, project finance vehicles, and public sector entities. Long-term
ratings are assigned to issuers or obligations with an original maturity of one
year or more and reflect both on the likelihood of a default or impairment on
contractual financial obligations and the expected financial loss suffered in
the event of default or impairment.1
1
For
certain structured finance, preferred stock and hybrid securities in which
payment default events are either not defined or do not match investor’s
expectations for timely payment,
the ratings reflect the likelihood of impairment and the expected financial loss
in the event of impairment.
Aaa:
Obligations rated Aaa are judged to be of the highest
quality, subject to the lowest level of credit risk.
Aa:
Obligations rated Aa are judged to be of high quality
and are subject to very low credit risk.
A:
Obligations rated A are considered upper-medium grade
and are subject to low credit risk.
Baa:
Obligations rated Baa are subject to moderate credit
risk. They are considered medium-grade and as such may possess certain
speculative characteristics.
Ba:
Obligations rated Ba are judged to be speculative and
are subject to substantial credit risk.
B:
Obligations rated B are considered speculative and are
subject to high credit risk.
Caa:
Obligations rated Caa are judged to be speculative of
poor standing and are subject to very high credit risk.
Ca:
Obligations rated Ca are highly speculative and are
likely in, or very near, default, with some prospect of recovery of principal
and interest.
C:
Obligations rated C are the lowest rated class of bonds
and are typically in default, with little prospect for recovery of principal or
interest.
NOTE:
Moody's appends numerical modifiers, 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category, the modifier 2 indicates
a mid-range ranking, and the modifier 3 indicates a ranking in the lower end of
that generic rating category. Additionally, a “(hyb)” indicator is appended to
all ratings of hybrid securities issued by banks, issuers, financial companies,
and securities firms.*
*
By their terms, hybrid securities allow for the omission of scheduled dividends,
interest, or principal payments, which can potentially result in impairment if
such an omission occurs. Hybrid securities may also be subject to contractually
allowable write-downs of principal that could result in impairment.
Together the hybrid indicator, the long-term obligation rating assigned to a
hybrid security is an expression of the relative credit risk associated with
that security.
SHORT-TERM
NOTES: Short-term ratings are assigned to obligations with an original maturity
of thirteen months or less and reflect both on the likelihood of a default or
impairment on contractual financial obligations and the expected financial loss
suffered in the event of default. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment ability of rated issuers:
Issuers
rated Prime-1 (or related supporting institutions) have a superior ability to
repay short-term debt obligations.
Issuers
rated Prime-2 (or related supporting institutions) have a strong ability to
repay short-term debt obligations.
Issuers
rated Prime-3 (or related supporting institutions) have an acceptable ability to
repay short-term obligations.
Issuers
rated Not Prime do not fall within any of the Prime rating
categories.
US
MUNICIPAL SHORT-TERM DEBT: The Municipal Investment Grade (MIG) scale is used to
rate US municipal bonds of up to five years maturity. MIG ratings are divided
into three levels - MIG 1 through MIG 3 - while speculative grade short-term
obligations are designated SG.
MIG
1 denotes superior credit quality, afforded excellent protection from highly
reliable liquidity support, or demonstrated broad-based access to the market for
refinancing.
MIG
2 denotes strong credit quality with ample margins of protection, although not
as large as in the preceding group.
MIG
3 notes are of acceptable credit quality. Liquidity and cash-flow protection may
be narrow and market access for refinancing is likely to be less
well-established.
SG
denotes speculative-grade credit quality and may lack sufficient margins of
protection.
Description
of S&P Global Ratings' Credit Rating Definitions:
S&P
Global's credit rating, both long-term and short-term, is a forward-looking
opinion of the creditworthiness of an obligor with respect to a specific
obligation. This assessment takes into consideration the creditworthiness of
guarantors, insurers, or other forms of credit enhancement on the
obligation.
The
credit rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.
The
ratings are statements of opinion as of the date they are expressed furnished by
the issuer or obtained by S&P Global Ratings from other sources S&P
Global Ratings considers reliable. S&P Global Ratings does not perform an
audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or for other
circumstances.
The
ratings are based, in varying degrees, on the following
considerations:
•Likelihood
of payment - capacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the
obligation;
•Nature
of and provisions of the financial obligation;
•Protection
afforded by, and relative position of, the financial obligation in the event of
bankruptcy, reorganization, or other arrangement under the laws of bankruptcy
and other laws affecting creditor's rights.
LONG-TERM
CREDIT RATINGS:
AAA:
Obligations rated ‘AAA’ have the highest rating assigned
by S&P Global Ratings. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA:
Obligations rated ‘AA’ differ from the highest-rated
issues only in small degree. The obligor’s capacity to meet its financial
commitment on the obligation is very strong.
A:
Obligations rated ‘A’ have a strong capacity to meet
financial commitment on the obligation although they are somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories.
BBB:
Obligations rated ‘BBB’ exhibit adequate protection
parameters; however, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to meet financial commitment on the
obligation.
BB,
B, CCC, Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and
‘C’ are regarded, on balance, as having significant
CC,
and C: speculative characteristics. ‘BB’ indicates the
lowest degree of speculation and ‘C’ the highest degree of speculation. While
such obligations will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major risk exposures to
adverse conditions.
BB: Obligations
rated ‘BB’ are less vulnerable to nonpayment than other speculative issues.
However it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
B: Obligations
rated ‘B’ are more vulnerable to nonpayment than ‘BB’ but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair this
capacity.
CCC: Obligations
rated ‘CCC’ are currently vulnerable to nonpayment and is dependent upon
favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. If adverse business, financial, or
economic conditions occur, the obligor is not likely to have the capacity to
meet its financial commitment on the obligation.
CC: Obligations
rated ‘CC’ are currently highly vulnerable to nonpayment. The ‘CC’ rating is
used when a default has not yet occurred but S&P Global Ratings expects
default to be a virtual certainty, regardless of anticipated time to
default.
C:
The rating ‘C’ is highly vulnerable to nonpayment, the
obligation is expected to have lower relative seniority or lower ultimate
recovery compared to higher rated obligations.
D:
Obligations rated ‘D’ are in default, or in breach of an
imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is
used when payments on an obligation are not made on the date due, unless S&P
Global Ratings believes that such payments will be made within five business
days in the absence of a stated grace period or within the earlier of the stated
grace period or 30 calendar days. The rating will also be used upon filing for
bankruptcy petition or the taking of similar action and where default is a
virtual certainty. If an obligation is subject to a distressed exchange offer
the rating is lowered to ‘D’.
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.
NR:
Indicates that no rating has been requested, that there
is insufficient information on which to base a rating or that S&P Global
Ratings does not rate a particular type of obligation as a matter of
policy.
SHORT-TERM
CREDIT RATINGS: Ratings are graded into four categories, ranging from ‘A-1’ for
the highest quality obligations to ‘D’ for the lowest.
A-1:
This is the highest category. The obligor’s capacity to
meet its financial commitment on the obligation is strong. Within this category,
certain obligations are designated with a plus sign (+). This indicates that the
obligor’s capacity to meet its financial commitment on these obligations is
extremely strong.
A-2:
Issues carrying this designation are somewhat more
susceptible to the adverse effects of the changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor’s
capacity to meet its financial commitment on the obligation is
satisfactory.
A-3:
Issues carrying this designation exhibit adequate
capacity to meet their financial obligations. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet it financial commitment on the
obligation.
B:
Issues rated ‘B’ are regarded as vulnerable and have
significant speculative characteristics. The obligor has capacity to meet
financial commitments; however, it faces major ongoing uncertainties which could
lead to obligor’s inadequate capacity to meet its financial
obligations.
C:
This rating is assigned to short-term debt obligations
that are currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions to meet its financial commitment on
the obligation.
D:
This rating indicates that the issue is either in
default or in breach of an imputed promise. For non-hybrid capital instruments,
the ‘D’ rating category is used when payments on an obligation are not made on
the date due, unless S&P Global Ratings believes that such payments will be
made within five business days in the absence of a stated grace period or within
the earlier of the stated grace period or 30 calendar days. The rating will also
be used upon filing for bankruptcy petition or the taking of similar action and
where default is a virtual certainty. If an obligation is subject to a
distressed exchange offer the rating is lowered to ‘D’.
MUNICIPAL
SHORT-TERM NOTE RATINGS: S&P Global Ratings rates U.S. municipal notes with
a maturity of less than three years as follows:
SP-1:
A strong capacity to pay principal and interest. Issues
that possess a very strong capacity to pay debt service is given a "+"
designation.
SP-2:
A satisfactory capacity to pay principal and interest,
with some vulnerability to adverse financial and economic changes over the terms
of the notes.
SP-3:
A speculative capacity to pay principal and interest.
APPENDIX
B – PRICE MAKE UP SHEET
|
|
|
|
|
|
|
|
|
|
|
|
Class
A |
|
|
|
Maximum
Offering Price Calculation |
|
|
|
(as
of October 31, 2021) |
|
|
|
|
NAV |
= |
Maximum
Offering Price |
|
(1-Sales
Charge Percentage) |
|
|
|
|
Fund |
|
|
|
|
|
|
|
California
Municipal Fund |
$11.03 |
= |
$11.46 |
|
(1-.0375) |
|
|
|
|
Core
Fixed Income Fund(1) |
$9.96 |
= |
$10.19 |
|
(1-.0225) |
|
|
|
|
Core
Plus Bond Fund |
$10.99 |
= |
$11.42 |
|
(1-.0375) |
|
|
|
|
Diversified
Income Fund |
$13.87 |
|
$14.41 |
|
(1-.0375) |
|
|
|
|
Diversified
International Fund |
$16.33 |
= |
$17.28 |
|
(1-.0550) |
|
|
|
|
Equity
Income Fund |
$41.63 |
= |
$44.05 |
|
(1-.0550) |
|
|
|
|
Finisterre
Emerging Markets Total Return Bond Fund |
$10.24 |
= |
$10.64 |
(1-.0375) |
|
|
|
|
Global
Emerging Markets Fund(2) |
$31.87 |
= |
$33.72 |
|
(1-.0550) |
|
|
|
|
Global
Real Estate Securities Fund |
$10.83 |
= |
$11.46 |
|
(1-.0550) |
|
|
|
|
Government
& High Quality Bond Fund |
$10.32 |
= |
$10.56 |
|
(1-.0225) |
|
|
|
|
High
Yield Fund |
$7.33 |
= |
$7.62 |
|
(1-.0375) |
|
|
|
|
LargeCap
Growth Fund I |
$23.75 |
= |
$25.13 |
|
(1-.0550) |
|
|
|
|
LargeCap
S&P 500 Index Fund |
$26.67 |
= |
$27.08 |
|
(1-.0150) |
|
|
|
|
MidCap
Fund |
$42.87 |
= |
$45.37 |
|
(1-.0550) |
|
|
|
|
|
|
|
|
|
|
|
|
Class
A |
|
|
|
Maximum
Offering Price Calculation |
|
|
|
(as
of October 31, 2021) |
|
|
|
|
NAV |
= |
Maximum
Offering Price |
|
(1-Sales
Charge Percentage) |
|
|
|
|
Fund |
|
|
|
|
|
|
|
|
|
|
|
MidCap
Value Fund I |
$18.93 |
= |
$20.03 |
|
(1-.0550) |
|
|
|
|
Money
Market Fund |
$1.00 |
= |
$1.00 |
|
(1-.0000) |
|
|
|
|
Principal
Capital Appreciation Fund |
$68.29 |
= |
$72.26 |
|
(1-.0550) |
|
|
|
|
Principal
LifeTime 2010 Fund |
$14.05 |
= |
$14.60 |
|
(1-.0375) |
|
|
|
|
Principal
LifeTime 2020 Fund |
$15.8 |
= |
$16.42 |
|
(1-.03750) |
|
|
|
|
Principal
LifeTime 2030 Fund |
$17.49 |
= |
$18.51 |
|
(1-.0550) |
|
|
|
|
Principal
LifeTime 2040 Fund |
$18.81 |
= |
$19.90 |
|
(1-.0550) |
|
|
|
|
Principal
LifeTime 2050 Fund |
$20.06 |
= |
$21.23 |
|
(1-.0550) |
|
|
|
|
Principal
LifeTime Strategic Income Fund |
$13.24 |
= |
$13.76 |
|
(1-.0375) |
|
|
|
|
Real
Estate Securities Fund |
$33.58 |
= |
$35.53 |
|
(1-.0550) |
|
|
|
|
SAM
Balanced Portfolio |
$18.95 |
= |
$20.05 |
|
(1-.0550) |
|
|
|
|
SAM
Conservative Balanced Portfolio |
$13.95 |
= |
$14.76 |
|
(1-.0550) |
|
|
|
|
SAM
Conservative Growth Portfolio |
$22.2 |
= |
$23.49 |
|
(1-.0550) |
|
|
|
|
SAM
Flexible Income Portfolio |
$13.56 |
= |
$14.09 |
|
(1-.0375) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A |
|
|
|
Maximum
Offering Price Calculation |
|
|
|
(as
of October 31, 2021) |
|
|
|
|
NAV |
= |
Maximum
Offering Price |
|
(1-Sales
Charge Percentage) |
|
|
|
|
Fund |
|
|
|
|
|
|
|
SAM
Strategic Growth Portfolio |
$24.57 |
= |
$26.00 |
|
(1-.0550) |
|
|
|
|
Short-Term
Income Fund |
$12.32 |
= |
$12.60 |
|
(1-.0225) |
|
|
|
|
SmallCap
Fund |
$30.71 |
= |
$32.50 |
|
(1-.0550) |
|
|
|
|
Tax-Exempt
Bond Fund |
$7.61 |
= |
$7.91 |
|
(1-.0375) |
(1)
Effective
December 31, 2019, Income Fund changed its name to Core Fixed Income
Fund.
(2)
Effective
January 1, 2022, International Emerging Markets Fund changed its name to Global
Emerging Markets Fund.
APPENDIX
C – PROXY VOTING POLICIES
The
proxy voting policies applicable to each Fund appear in the following order:
The
proxy voting policy for the Fund Complex is first, followed by PGI’s proxy
voting policy, and followed by the proxy voting policies for the sub-advisors,
alphabetically.
Proxy
Voting Policies and Procedures For
Principal
Funds, Inc.
Principal
Variable Contracts Funds, Inc.
Principal
Exchange-Traded Funds
Principal
Diversified Select Real Asset Fund (and other Principal interval
funds)
(each
a “Fund” and together “the Funds”)
(March
9, 2015)
Revised
June 11, 2019
It
is each Fund's policy to delegate authority to its advisor or sub-advisor, as
appropriate, to vote proxy ballots relating to the Fund's portfolio securities
in accordance with the adviser's or sub-adviser's voting policies and
procedures.
The
adviser or sub-adviser must provide, on a quarterly basis:
1.Written
affirmation that all proxies voted during the preceding calendar quarter, other
than those specifically identified by the adviser or sub-adviser, were voted in
a manner consistent with the adviser's or sub-adviser's voting policies and
procedures. In order to monitor the potential effect of conflicts of interest of
an adviser or sub-adviser, the adviser or sub-adviser will identify any proxies
the adviser or sub-adviser voted in a manner inconsistent with its policies and
procedures. The adviser or sub-adviser shall list each vote, explain why the
adviser or sub-adviser voted in a manner contrary to its policies and
procedures, state whether the adviser or sub-adviser’s vote was consistent with
the recommendation to the adviser or sub-adviser of a third-party and, if so,
identify the third-party; and
2.Written
notification of any material changes to the adviser's or sub-adviser's proxy
voting policies and procedures made during the preceding calendar
quarter.
The
adviser or sub-adviser must provide, no later than July 31 of each year, the
following information regarding each proxy vote cast during the 12-month period
ended June 30 for each Fund portfolio or portion of Fund portfolio for which it
serves as investment adviser, in a format acceptable to Fund
management:
1.Identification
of the issuer of the security;
2.Exchange
ticker symbol of the security;
3.CUSIP
number of the security;
4.The
date of the shareholder meeting;
5.A
brief description of the subject of the vote;
6.Whether
the proposal was put forward by the issuer or a shareholder;
7.Whether
and how the vote was cast; and
8.Whether
the vote was cast for or against management of the issuer.
|
|
|
PRINCIPAL
GLOBAL INVESTORS, LLC Principal Real Estate Investors, LLC |
Proxy
Voting Policies and Procedures |
Introduction
Principal
Global Investors[1]
(“PGI”) is an investment adviser registered with the U.S. Securities and
Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the
“Advisers Act”). As a registered investment adviser, PGI has a fiduciary duty to
act in the best interests of its clients. PGI recognizes that this duty requires
it to vote client securities, for which it has voting power on the applicable
record date, in a timely manner and make voting decisions that are in the best
interests of its clients. This document, Principal Global Investors’ Proxy
Voting Policies and Procedures (the “Policy”) is intended to comply with the
requirements of the Investment Advisers Act of 1940, the Investment Company Act
of 1940 and the Employee Retirement Income Security Act of 1974 applicable to
the voting of the proxies of both US and non-US issuers on behalf of PGI’s
clients who have delegated such authority and discretion.
Effective
January 1, 2021 Finisterre investment teams adopted the policies and procedures
in the Adviser’s compliance manual except for the following proxy policies and
procedures. Finisterre investment teams will continue to follow previously
adopted proxy policies and procedures until amended. Please see attached
Appendix to this manual for Finisterre specific proxy policies and
procedures.
Relationship
between Investment Strategy, ESG and Proxy Voting
PGI
has a fiduciary duty to make investment decisions that are in its clients’ best
interests by maximizing the value of their shares. Proxy voting is an important
part of this process through which PGI can support strong corporate governance
structures, shareholder rights and transparency. PGI also believes a company’s
positive environmental, social and governance (“ESG”) practices may influence
the value of the company, leading to long-term shareholder value. PGI may take
these factors into considerations when voting proxies in its effort to seek the
best outcome for its clients. PGI believes that the integration of consideration
of ESG practices in PGI’s investment process helps identify sources of risk that
could erode the long-term investment results it seeks on behalf of its clients.
From time to time, PGI may work with various ESG-related organizations to engage
issuers or advocate for greater levels of disclosure.
Roles
and Responsibilities
Role
of the Proxy Voting Committee
PGI’s
Proxy Voting Committee (the “Proxy Voting Committee”) shall (i) oversee the
voting of proxies and the Proxy Advisory Firm, (ii) where necessary, make
determinations as to how to instruct the vote on certain specific proxies, (iii)
verify ongoing compliance with the Policy, (iv) review the business practices of
the Proxy Advisory Firm and (v) evaluate, maintain, and review the Policy on an
annual basis. The Proxy Voting Committee is comprised of representatives of each
investment team and a
___________________________
1
These
policies and procedures apply to Principal Global Investors, LLC, Principal Real
Estate Investors, LLC, Principal Global Investors (Hong Kong) Limited and any
affiliates which have entered into participating affiliate agreements with the
aforementioned managers.
Principal
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Global Compliance Manual
representative
from PGI Risk, Legal, Operations, and Compliance will be available to advise the
Proxy Voting Committee but are non-voting members. The Proxy Voting Committee
may designate one or more of its members to oversee specific, ongoing compliance
with respect to the Policy and may designate personnel to instruct the vote on
proxies on behalf the PGI’s clients (collectively, “Authorized
Persons”).
The
Proxy Voting Committee shall meet at least four times per year, and as necessary
to address special situations.
Role
of Portfolio Management
While
the Proxy Voting Committee establishes the Guidelines and Procedures, the Proxy
Voting Committee does not direct votes for any client except in certain cases
where a conflict of interest exists. Each investment team is responsible for
determining how to vote proxies for those securities held in the portfolios
their team manages. While investment teams generally vote consistently with the
Guidelines, there may be instances where their vote deviates from the
Guidelines. In those circumstances, the investment team will work within the
Exception Process. In some instances, the same security may be held by more than
one investment team. In these cases, PGI may vote differently on the same matter
for different accounts as determined by each investment team.
Proxy
Voting Guidelines
The
Proxy Voting Committee, on an annual basis, or more frequently as needed, will
direct each investment team to review draft proxy voting guidelines recommended
by the Proxy Advisory Firm (“Draft Guidelines”). The Proxy Voting Committee will
collect the reviews of the Draft Guidelines to determine whether any investment
teams have positions on issues that deviate from the Draft Guidelines. Based on
this review, PGI will adopt proxy voting guidelines. Where an investment team
has a position which deviates from the Draft Guidelines, an alternative set of
guidelines for that investment team may be created. Collectively, these
guidelines will constitute PGI’s current Proxy Voting Guidelines and may change
from time to time (the “Guidelines”). The Proxy Voting Committee has the
obligation to determine that, in general, voting proxies pursuant to the
Guidelines is in the best interests of clients. Exhibit A to the Policy sets
forth the current Guidelines.
There
may be instances where proxy votes will not be in accordance with the
Guidelines. Clients may instruct PGI to utilize a different set of guidelines,
request specific deviations, or directly assume responsibility for the voting of
proxies. In addition, PGI may deviate from the Guidelines on an exception basis
if the investment team or PGI has determined that it is the best interest of
clients in a particular strategy to do so, or where the Guidelines do not direct
a particular response and instead list relevant factors. Any such a deviation
will comply with the Exception Process which shall include a written record
setting out the rationale for the deviation.
The
subject of the proxy vote may not be covered in the Guidelines. In situations
where the Guidelines do not provide a position, PGI will consider the relevant
facts and circumstances of a particular vote and then vote in a manner PGI
believes to be in the clients’ bests interests. In such circumstance, the
analysis will be documented in writing and periodically presented to the Proxy
Voting Committee. To the extent that the Guidelines do not cover potential
voting issues, PGI may consider the spirit of the Guidelines and instruct the
vote on such issues in a manner that PGI believes would be in the best interests
of the client.
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Use
of Proxy Advisory Firms
PGI
has retained one or more third-party proxy service provider(s) (the “Proxy
Advisory Firm”) to provide recommendations for proxy voting guidelines,
information on shareholder meeting dates and proxy materials, translate proxy
materials printed in a foreign language, provide research on proxy proposals,
operationally process votes in accordance with the Guidelines on behalf of the
clients for whom PGI has proxy voting responsibility, and provide reports
concerning the proxies voted (“Proxy Voting Services”). Although PGI has
retained the Proxy Advisory Firm for Proxy Voting Services, PGI remains
responsible for proxy voting decisions. PGI has designed the Policy to oversee
and evaluate the Proxy Advisory Firm, including with respect to the matters
described below, to support the PGI’s voting in accordance with this Policy.
Oversight
of Proxy Advisory Firms
Prior
to the selection of any new Proxy Advisory Firm and annually thereafter or more
frequently if deemed necessary by PGI, the Proxy Voting Committee will consider
whether the Proxy Advisory Firm: (a) has the capacity and competency to
adequately analyze proxy issues and provide the Proxy Voting Services the Proxy
Advisory Firm has been engaged to provide and (b) can make its recommendations
in an impartial manner, in consideration of the best interests of PGI’s clients,
and consistent with the PGI’s voting policies. Such considerations may include,
depending on the Proxy Voting Services provided, the following: (i) periodic
sampling of votes pre-populated by the Proxy Advisory Firm’s systems as well as
votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by
PGI are being followed; (ii) onsite visits to the Proxy Advisory Firm office
and/or discussions with the Proxy Advisory Firm to determine whether the Proxy
Advisory Firm continues to have the capacity and competency to carry out its
proxy obligations to PGI; (iii) a review of those aspects of the Proxy Advisory
Firm’s policies, procedures, and methodologies for formulating voting
recommendations that PGI consider material to Proxy Voting Services provided to
PGI, including factors considered, with a particular focus on those relating to
identifying, addressing and disclosing potential conflicts of interest
(including potential conflicts related to the provision of Proxy Voting
Services, activities other than Proxy Voting Services, and those presented by
affiliation such as a controlling shareholder of the Proxy Advisory Firm) and
monitoring that materially current, accurate, and complete information is used
in creating recommendations and research; (iv) requiring the Proxy Advisory Firm
to notify PGI if there is a substantive change in the Proxy Advisory Firm’s
policies and procedures or otherwise to business practices, including with
respect to conflicts, information gathering and creating voting recommendations
and research, and reviewing any such change(s); (v) a review of how and when the
Proxy Advisory Firm engages with, and receives and incorporates input from,
issuers, the Proxy Advisory Firm’s clients and other third-party information
sources; (vi) assessing how the Proxy Advisory Firm considers factors unique to
a specific issuer or proposal when evaluating a matter subject to a shareholder
vote; (vii) in case of an error made by the Proxy Advisory Firm, discussing the
error with the Proxy Advisory Firm and determining whether appropriate
corrective and preventive action is being taken; and (viii) assessing whether
the Proxy Advisory Firm appropriately updates its methodologies, guidelines, and
voting recommendations on an ongoing basis and incorporates input from issuers
and Proxy Advisory Firm clients in the update process. In evaluating the Proxy
Advisory Firm, PGI may also consider the adequacy and quality of the Proxy
Advisory Firm’s staffing, personnel, and/or technology.
Procedures
for Voting Proxies
To
increase the efficiency of the voting process, PGI utilizes the Proxy Advisory
Firm to act as its voting agent for its clients’ holdings. Issuers initially
send proxy information to the clients’ custodians. PGI instructs these
custodians to direct proxy related materials to the Proxy Advisory Firm. The
Proxy Advisory Firm provides PGI with research related to each resolution.
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Global Compliance Manual
PGI
analyzes relevant proxy materials on behalf of their clients and seek to
instruct the vote (or refrain from voting) proxies in accordance with the
Guidelines. A client may direct PGI to vote for such client’s account
differently than what would occur in applying the Policy and the Guidelines. PGI
may also agree to follow a client’s individualized proxy voting guidelines or
otherwise agree with a client on particular voting considerations.
PGI
seeks to vote (or refrain from voting) proxies for its clients in a manner that
PGI determines is in the best interests of its clients, which may include both
considering both the effect on the value of the client’s investments and ESG
factors. In some cases, PGI may determine that it is in the best interests of
clients to refrain from exercising the clients’ proxy voting rights. PGI may
determine that voting is not in the best interests of a client and refrain from
voting if the costs, including the opportunity costs, of voting would, in the
view of PGI, exceed the expected benefits of voting to the client.
Procedures
for Proxy Issues within the Guidelines
Where
the Guidelines address the proxy matter being voted on, the Proxy Advisor Firm
will generally process all proxy votes in accordance with the Guidelines. The
applicable investment team may provide instructions to vote contrary to the
Guidelines in their discretion and with sufficient rationale documented in
writing to seek to maximize the value of the client’s investments or is
otherwise in the client’s best interest. This rationale will be submitted to PGI
Compliance to approve and once approved administered by PGI Operations. This
process will follow the Exception Process. The Proxy Voting Committee will
receive and review a quarterly report summarizing all proxy votes for securities
for which PGI exercises voting authority. In certain cases, a client may have
elected to have PGI administer a custom policy which is unique to the Client. If
PGI is also responsible for the administration of such a policy, in general,
except for the specific policy differences, the procedures documented here will
also be applicable, excluding reporting and disclosure procedures.
Procedures
for Proxy Issues Outside the Guidelines
To
the extent that the Guidelines do not cover potential voting issues, the Proxy
Advisory Firm will seek direction from PGI. PGI may consider the spirit of the
Guidelines and instruct the vote on such issues in a manner that PGI believes
would be in the best interests of the client. Although this not an exception to
the Guidelines, this process will also follow the Exception Process. The Proxy
Voting Committee will receive and review a quarterly report summarizing all
proxy votes for securities for which PGI exercises voting discretion, which
shall include instances where issues fall outside the Guidelines.
Securities
Lending
Some
clients may have entered into securities lending arrangements with agent lenders
to generate additional revenue. If a client participates in such lending, the
client will need to inform PGI as part of their contract with PGI if they
require PGI to take actions in regard to voting securities that have been lent.
If not commemorated in such agreement, PGI will not recall securities and as
such, they will not have an obligation to direct the proxy voting of lent
securities.
In
the case of lending, PGI maintains one share for each company security out on
loan by the client. PGI will vote the remaining share in these circumstances.
Principal
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Global Compliance Manual
In
cases where PGI does not receive a solicitation or enough information within a
sufficient time (as reasonably determined by PGI) prior to the proxy-voting
deadline, PGI or the Proxy Advisory Firm may be unable to vote.
Regional
Variances in Proxy Voting
PGI
utilizes the Policy and Guidelines for both US and non-US clients, and there are
some significant differences between voting U.S. company proxies and voting
non-U.S. company proxies. For U.S. companies, it is usually relatively easy to
vote proxies, as the proxies are typically received automatically and may be
voted by mail or electronically. In most cases, the officers of a U.S. company
soliciting a proxy act as proxies for the company’s shareholders.
With
respect to non-U.S. companies, we make reasonable efforts to vote most proxies
and follow a similar process to those in the U.S. However, in some cases it may
be both difficult and costly to vote proxies due to local regulations, customs
or other requirements or restrictions, and such circumstances and expected costs
may outweigh any anticipated economic benefit of voting. The major difficulties
and costs may include: (i) appointing a proxy; (ii) obtaining reliable
information about the time and location of a meeting; (iii) obtaining relevant
information about voting procedures for foreign shareholders; (iv) restrictions
on trading securities that are subject to proxy votes (share-blocking periods);
(v) arranging for a proxy to vote locally in person; (vi) fees charged by
custody banks for providing certain services with regard to voting proxies; and
(vii) foregone income from securities lending programs. In certain instances, it
may be determined by PGI that the anticipated economic benefit outweighs the
expected cost of voting. PGI intends to make their determination on whether to
vote proxies of non-U.S. companies on a case-by-case basis. In doing so, PGI
shall evaluate market requirements and impediments, including the difficulties
set forth above, for voting proxies of companies in each country. PGI
periodically reviews voting logistics, including costs and other voting
difficulties, on a client by client and country by country basis, in order to
determine if there have been any material changes that would affect PGI’s
determinations and procedures.
Conflicts
of Interest
PGI
recognizes that, from time to time, potential conflicts of interest may exist.
In order to avoid any perceived or actual conflict of interest, the procedures
set forth below have been established for use when PGI encounters a potential
conflict to ensure that PGI’s voting decisions are based on maximizing
shareholder value and are not the product of a conflict.
Addressing
Conflicts of Interest – Exception Process
Prior
to voting contrary to the Guidelines, the relevant investment team must complete
and submit a report to PGI Compliance setting out the name of the security, the
issue up for vote, a summary of the Guidelines’ recommendation, the vote changes
requested and the rational for voting against the Guidelines’
recommendation.
The
member of the investment team requesting the exception must attest to compliance
with Principal’s Code of Conduct and the has an affirmative obligation to
disclose any known personal or business relationship that could affect the
voting of the applicable proxy.
PGI
Compliance will approve or deny the exception in consultation, if deemed
necessary, with the Legal.
If
PGI Compliance determines that there is no potential material conflict exists,
the Guidelines may be overridden.
If
PGI Compliance determines that there exists or may exist a material conflict, it
will refer the issue to the Proxy Voting Committee.
The
Proxy Voting Committee will consider the facts
Principal
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Global Compliance Manual
and
circumstances of the pending proxy vote and the potential or actual material
conflict and decide by a majority vote as to how to vote the proxy – i.e.,
whether to permit or deny the exception.
In
considering the proxy vote and potential material conflict of interest, the
Proxy Voting Committee may review the following factors:
•The
percentage of outstanding securities of the issuer held on behalf of clients by
PGI;
•The
nature of the relationship of the issuer with the PGI, its affiliates or its
executive officers;
•Whether
there has been any attempt to directly or indirectly influence the investment
team’s decision;
•Whether
the direction of the proposed vote would appear to benefit PGI or a related
party; and/or
•Whether
an objective decision to vote in a certain way will still create a strong
appearance of a conflict.
In
the event that the Proxy Advisor Firm itself has a conflict and thus is unable
to provide a recommendation, the investment team may vote in accordance with the
recommendation of another independent service provider, if available. If a
recommendation from an independent service provider other than the Proxy Advisor
Firm is not available, the investment team will follow the Exception Process.
PGI Compliance will review the form and if it determines that there is no
potential material conflict mandating a voting recommendation from the Proxy
Voting Committee, the investment team may instruct the Proxy Advisory Firm to
vote the proxy issue as it determines is in the best interest of clients. If PGI
Compliance determines that there exists or may exist a material conflict, it
will refer the issue to the Proxy Voting Committee for consideration as outlined
above.
Availability
of Proxy Voting Information and Recordkeeping
Disclosure
On
a quarterly basis, PGI publicly discloses on our website https://www.principalglobal.com/eu/about-us/responsible-investing
a
voting report setting forth the manner in which votes were cast, including
details related to (i) votes against management, and (ii)
abstentions.
Form
more information, Clients may contact PGI for more information related to how
PGI has voted with respect to securities held in the Client’s
account.
On
request, PGI will provide clients with a summary of PGI’s proxy voting
guidelines, process and policies and will inform the clients how they can obtain
a copy of the complete Proxy Voting Policies and Procedures upon request. PGI
will also include such information described in the preceding two sentences in
Part 2A of its Form ADV.
Recordkeeping
PGI
will keep records of the following items: (i) the Guidelines, (ii) the Proxy
Voting Policies and Procedures; (iii) proxy statements received regarding client
securities (unless such statements are available on the SEC’s Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system); (iv) records of votes they
cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if
it undertakes to provide copies of those records promptly upon request; (v)
records of written client requests for proxy voting information and PGI’s
responses (whether a client’s request was oral or in writing); (vi) any
documents prepared by PGI that were material to making a decision how to vote,
or that memorialized the basis for the decision; (vii) a record of any testing
conducted on any Proxy Advisory Firm’s votes; (viii) materials collected and
Principal
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Global Compliance Manual
reviewed
by PGI as part of its due diligence of the Proxy Advisory Firm; (ix) a copy of
each version of the Proxy Advisory Firm’s policies and procedures provided to
PGI; and (x) the minutes of the Proxy Voting Committee meetings. All
of the records referenced above will be kept in an easily accessible place for
at least the length of time required by local regulation and custom, and, if
such local regulation requires that records are kept for less than six years
from the end of the fiscal year during which the last entry was made on such
record, we will follow the US rule of six years. If the local regulation
requires that records are kept for more than six years, we will comply with the
local regulation. We maintain the vast majority of these records electronically.
Principal
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Global Compliance Manual
Appendix:
Finisterre Proxy Voting Policy and Procedures
I. STATEMENT
OF POLICY
Proxy
voting is an important right of investors and reasonable care and diligence must
be undertaken to ensure that such rights are properly and timely exercised. The
Firm generally retains proxy-voting authority with respect to securities
purchased for its clients. Under such circumstances, the Firm votes proxies in
the best interest of its clients and in accordance with these policies and
procedures.
II. USE
OF THIRD-PARTY PROXY VOTING SERVICE
The
Firm has entered into an agreement with Broadridge Investor Communication
Solutions, Inc. (referred to as “Broadridge”
and the “Proxy
Voting Service”)
acting with Glass Lewis & Co, to enable it to fulfill its proxy voting
obligations.
Broadridge
executes, monitors and records the proxies according to the instructions of the
Firm. The Firm relies on the recommendations of Glass Lewis & Co, LLC to
provide recommendations as to how any proxy should be voted in the best
interests of the Clients. These recommendations are integrated into the voting
platform set up by the Proxy Voting Service, and the Firm has instructed the
Proxy Voting Service to execute all proxies in accordance with such
recommendation unless instructed otherwise by the Firm.
The
SEC has expressed its view that although the voting of proxies remains the duty
of a registered adviser, an adviser may contract with service providers to
perform certain functions with respect to proxy voting so long as the adviser is
comfortable that the proxy voting service is independent from the issuer
companies on which it completes its proxy research. In assessing whether a proxy
voting service is independent (as defined by the SEC), the SEC counsels
investment advisers that they should not follow the recommendations of an
independent proxy voting service without first determining, among other things,
that the proxy voting service (a) has the capacity and competence to analyze
proxy issues and (b) is in fact independent and can make recommendations in an
impartial manner in the best interests of the adviser's clients.
At
a minimum annually, or more frequently as deemed necessary, Compliance will
ensure that a review of the independence and impartiality of the Proxy Voting
Service is carried out, including obtaining certification or other information
from the Proxy Voting Service to enable the Firm to make such an
assessment.
Compliance
will also monitor any new SEC interpretations regarding the voting of proxies
and the uses of third-party proxy voting services and revise the Firm’s policies
and procedures as necessary.
Proxies
relating to securities held in client accounts will be sent directly to the
Proxy Voting Service. If a proxy is received by anyone in the Firm, they must
immediately inform the Compliance and work with Compliance to ensure that it is
promptly forwarded to the Proxy Voting Service. In the event that the Proxy
Voting Service is unable to complete/provide its research regarding a security
on a timely basis or the Firm has made a determination that it is in the best
interests of the Firm’s clients for the Firm to vote the proxy, the Firm’s
general proxy-voting procedures are required to be followed, as follows.
Compliance
will require that:
1. the
recipient of the proxy will forward a copy to Compliance, who will keep a copy
of each proxy received;
Principal
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the recipient is not the Portfolio Manager responsible for voting the proxy on
behalf of the Firm, s/he will forward a copy to such Portfolio
manager;
3. the
Portfolio Manager will determine how to vote the proxy promptly in order to
allow enough time for the completed proxy to be returned to the issuer prior to
the vote taking place; and provide evidence of such to Compliance;
4. Absent
material conflicts (see Section V), the Portfolio Manager will determine whether
the Firm will follow the Proxy Voting Service’s recommendation or vote the proxy
directly. The Portfolio Manager will send his/her decision on how the Firm
should vote a proxy to the Proxy Voting Service, in a timely and appropriate
manner. It is desirable to have the Proxy Voting Service complete the actual
voting so there exists one central source for the documentation of the Firm’s
proxy voting records.
III. VOTING
GUIDELINES
To
the extent that the Firm is voting a proxy itself and not utilizing the Proxy
Voting Service, the Firm will consider the proxy on a case by case basis and
require that the relevant investment professional vote the proxy in a manner
consistent with the Firm’s duty. Investment professionals of the Firm each have
the duty to vote proxies in a way that, in their best judgment, is in the best
interest of the Firm’s clients.
IV. DISCLOSURE
A.The
Firm will disclose in its Form ADV Part 2 that clients may contact the Chief
Compliance Officer via e-mail or telephone in order to obtain information on how
the Firm voted such client’s proxies, and to request a copy of these policies
and procedures. If a client requests this information, the Chief Compliance
Officer will prepare a written response to the client that lists, with respect
to each voted proxy that the client has inquired about, (1) the name of the
issuer; (2) the proposal voted upon and (3) how the Firm voted the client’s
proxy.
B.
A concise summary of these Proxy Voting Policies and Procedures will be included
in the Firm’s Form ADV Part 2 and will be updated whenever these policies and
procedures are updated. Compliance will arrange for a copy of this summary to be
sent to all existing clients.
V. POTENTIAL
CONFLICTS OF INTEREST
A.
In the event that the Firm is directly voting a proxy, Compliance will examine
conflicts that exist between the interests of the Firm and its clients. This
examination will include a review of the relationship of the Firm, its personnel
and its affiliates with the issuer of each security and any of the issuer’s
affiliates to determine if the issuer is a client of the Firm or an affiliate of
the Firm or has some other relationship with the Firm, its personnel or a client
of the Firm.
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B. |
If,
as a result of Compliance’s examination, a determination is made that a
material conflict of interest exists, the Firm will determine whether
voting in accordance with the voting guidelines and factors described
above is in the best interests of the client. If the proxy involves a
matter covered by the voting guidelines and factors described above, the
Firm will generally
vote
the proxy as specified above. Alternatively, the Firm may vote the proxy
in accordance with the recommendation of the Proxy Voting
Service. |
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The
Firm may disclose the conflict to the affected clients and, except in the
case of clients that are subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”),
give the clients the opportunity to vote their proxies themselves In the
case of ERISA clients, if the Investment Management Agreement reserves to
the ERISA client the authority to vote proxies when the Firm determines it
has a material conflict that affects its best judgment as an ERISA
fiduciary, the Firm will give the ERISA client the opportunity to vote the
proxies themselves. |
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Absent
the client reserving voting rights, the Firm will either vote the proxies
in accordance with the policies outlined in Section III “Voting
Guidelines”
above or vote the proxies in accordance with the recommendation of the
Proxy Voting Service. |
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PROXY
RECORDKEEPING |
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Compliance
will maintain files relating to the Firm’s proxy voting procedures in an
easily accessible place. (Under the services contract between the Firm and
its Proxy Voting Service, the Proxy Voting Service will maintain the
Firm’s proxy-voting records). Records will be maintained and preserved for
five years from the end of the fiscal year during which the last entry was
made on a record, with records for the most recent two years kept in the
offices of the Firm. Records of the following will be included in the
files: |
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1. |
Copies
of these proxy voting policies and procedures, and any amendments
thereto; |
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2. |
A
copy of each proxy statement that the Firm receives regarding client
securities (the Firm may rely on third parties or
EDGAR); |
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3. |
A
record of each vote that the Firm casts; |
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4. |
A
copy of any document the Firm created that was material to making a
decision how to vote proxies, or that memorializes that decision. (For
votes that are inconsistent with the Firm’s general proxy voting polices,
the reason/rationale for such an inconsistent vote is required to be
briefly documented and maintained); and |
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5. |
A
copy of each written client request for information on how the Firm voted
such client’s proxies, and a copy of any written response to any (written
or oral) client request for information on how the Firm voted its
proxies. |
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AllianceBernstein
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March
2022 |
PROXY
VOTING AND GOVERNANCE POLICY
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TABLE
OF CONTENTS |
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1. |
INTRODUCTION |
3 |
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2. |
RESEARCH
UNDERPINS DECISION MAKING |
3 |
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3. |
PROXY
VOTING GUIDELINES |
4 |
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3.1 |
BOARD
AND DIRECTOR PROPOSALS |
4 |
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3.2 |
COMPENSATION
PROPOSALS |
7 |
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3.3 |
CAPITAL
CHANGES AND ANTI-TAKEOVER PROPOSALS |
10 |
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3.4 |
AUDITOR
PROPOSALS |
13 |
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3.5 |
SHAREHOLDER
ACCESS AND VOTING PROPOSALS |
14 |
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3.6 |
ENVIRONMENTAL,
SOCIAL AND DISCLOSURE PROPOSALS |
16 |
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4. |
CONFLICTS
OF INTEREST |
19 |
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4.1 |
INTRODUCTION |
19 |
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4.2 |
ADHERENCE
TO STATED PROXY VOTING POLICIES |
19 |
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4.3 |
DISCLOSURE
OF CONFLICTS |
19 |
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4.4 |
POTENTIAL
CONFLICTS LIST |
19 |
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4.5 |
DETERMINE
EXISTENCE OF CONFLICT OF INTEREST |
20 |
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4.6 |
REVIEW
OF THIRD PARTY RESEARCH SERVICE CONFLICTS OF INTEREST |
20 |
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4.7 |
CONFIDENTIAL
VOTING |
20 |
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4.8 |
A
NOTE REGARDING AB’S STRUCTURE |
21 |
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5. |
VOTING
TRANSPARENCY |
21 |
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6. |
RECORDKEEPING |
21 |
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6.1 |
PROXY
VOTING POLICY |
21 |
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6.2 |
PROXY
STATEMENTS RECEIVED REGARDING CLIENT SECURITIES |
21 |
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6.3 |
RECORDS
OF VOTES CAST ON BEHALF OF CLIENTS |
21 |
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6.4 |
RECORDS
OF CLIENTS REQUESTS FOR PROXY VOTING INFORMATION |
21 |
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6.5 |
DOCUMENTS
PREPARED BY AB THAT ARE MATERIAL TO VOTING DECISIONS |
22 |
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7. |
PROXY
VOTING PROCEDURES |
22 |
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7.1 |
VOTE
ADMINISTRATION |
22 |
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7.2 |
SHARE
BLOCKING |
22 |
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7.3 |
LOANED
SECURITIES |
22 |
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EXHIBITS
+
Proxy Voting Guideline Summary
+
Proxy Voting Conflict of Interest Form
1.INTRODUCTION
AllianceBernstein
L.P.’s (“AB,” “we,” “us,” “our” and similar terms) mission is to work in our
clients’ best interests to deliver better investment outcomes through
differentiated research insights and innovative portfolio solutions. As a
fiduciary and investment adviser, we place the interests of our clients first
and treat all our clients fairly and equitably, and
we have
an obligation to responsibly
allocate, manage and oversee their investments to seek sustainable,
long-term shareholder value.
AB
has authority to vote proxies relating to securities in certain client
portfolios and, accordingly, AB’s fiduciary obligations extend to AB’s exercise
of such proxy voting authority for each client AB has agreed to exercise that
duty. AB’s general policy is to vote proxy proposals, amendments, consents or
resolutions relating to client securities, including interests in private
investment funds, if any (collectively, "proxies"), in a manner that serves the
best interests of each respective client as
determined
by AB in its discretion, after consideration of the relevant clients' investment
strategies, and in accordance with this Proxy Voting
and Governance Policy (“Proxy Voting and Governance Policy” or
“Policy”)
and the operative agreements governing the relationship with each respective
client (“Governing Agreements”). This Policy outlines our principles for proxy
voting, includes a wide range of issues that often appear on voting ballots, and
applies to all of AB’s internally managed assets, globally. It is intended for
use by those involved in the proxy voting decision-making process and those
responsible for the administration of proxy voting (“members of Responsibility
team”), in order to ensure that this Policy and its procedures are implemented
consistently.
To
be effective stewards of our client’s investments and maximize shareholder
value, we need to vote proxies on behalf of our clients responsibly. This Policy
forms part of a suite of policies and frameworks beginning with
AB’s Stewardship Statement
that
outline our approach to Responsibility, stewardship, engagement, climate change,
human rights, global slavery and human trafficking, and controversial
investments. Proxy voting is an integral part of this process, enabling us to
support strong corporate governance structures, shareholder rights,
transparency, and disclosure, and encourage corporate action on material
environmental, social and governance (“ESG”) and climate issues.
This
Policy is overseen by the Proxy
Voting and Governance Committee (“Proxy Voting and Governance Committee” or
“Committee”), which
provides oversight and includes senior representatives from Equities, Fixed
Income, Responsibility, Legal and Operations. It is the responsibility of the
Committee to evaluate and maintain proxy voting procedures and guidelines, to
evaluate proposals and issues not covered by these guidelines, to consider
changes in the Policy, and to review the Policy no less frequently than
annually. In addition, the Committee meets at least three times a year and as
necessary to address special situations.
2.RESEARCH
UNDERPINS DECISION MAKING
As
a research-driven firm, we approach our proxy voting responsibilities with the
same commitment to rigorous research and engagement that we apply to all our
investment activities. The different investment philosophies utilized by our
investment teams may occasionally result in different conclusions being drawn
regarding certain proposals. In turn, our votes on some proposals may vary by
issuer, while maintaining the goal of maximizing the value of the securities in
client portfolios.
We
sometimes manage accounts where proxy voting is directed by clients or newly
acquired subsidiary companies. In these cases, voting decisions may deviate from
this Policy. Where we have agreed to vote proxies on behalf of our clients, we
have an obligation to vote proxies in a timely manner and we apply the
principles in this Policy to our proxy decisions. To the extent there are any
inconsistencies between this Policy and a client’s Governing Agreements, the
Governing Agreements shall supersede this Policy.
RESEARCH
SERVICES
We
subscribe to the corporate governance and proxy research services of vendors
such as Institutional Shareholder Services Inc. (“ISS”)
and
Glass
Lewis at different levels.This
research includes proxy voting recommendations distributed by ISS and Glass
Lewis.
All our investment professionals can access these materials via the members of
Responsible Investment team and/or the Committee.
ENGAGEMENT
In
evaluating proxy issues and determining our votes, we welcome and seek
perspectives of various parties. Internally, members of Responsibility team may
consult the Committee, Chief Investment Officers, Portfolio Managers, and/or
Research Analysts across our equities platforms, and Portfolio Managers who
manage accounts in which a stock is held. Externally, we may engage with
companies in advance of their Annual General Meeting, and
throughout
the year. We believe engagement provides the opportunity to share our
philosophy, our corporate governance values, and moreimportantly, affect
positive change that we believe will drive shareholder value. Also, these
meetings often are joint efforts between the investment professionals, who are
best positioned to comment on company-specific details, and members of
Responsibility team, who offer a more holistic view of ESG and climate practices
and relevant trends. In addition, we engage with shareholder proposal proponents
and other stakeholders to understand different viewpoints and
objectives.
3.PROXY
VOTING GUIDELINES
Our
proxy voting guidelines are both principles-based and rules-based. We adhere to
a core set of principles that are described in this Policy. We assess each proxy
proposal in light of these principles. Our proxy voting “litmus test” will
always be what we view as most likely to maximize long-term shareholder value.
We believe that authority and accountability for setting and executing corporate
policies, goals and compensation generally should rest with the board of
directors and senior management. In return, we support strong investor rights
that allow shareholders to hold directors and management accountable if they
fail to act in the best interests of shareholders.
With
this as a backdrop, our proxy voting guidelines pertaining to specific issues
are set forth below. We generally vote proposals in accordance with these
guidelines but, consistent with our “principles-based” approach to proxy voting,
we may deviate from the guidelines if warranted by the specific facts and
circumstances of the situation (i.e., if, under the circumstances, we believe
that deviating from our stated policy is necessary to help maximize long-term
shareholder value) or
as otherwise warranted by the specific facts and circumstances of an
investment.
In addition, these guidelines are not intended to address all issues that may
appear on all proxy ballots. We will evaluate on a case-by-case basis any
proposal not specifically addressed by these guidelines, whether submitted by
management or shareholders, always keeping in mind our fiduciary duty to make
voting decisions that, by maximizing long-term shareholder value, are in our
clients’ best interests.
SHAREHOLDER
PROPOSAL ASSESSMENT FRAMEWORK
AB’s
commitment to maximize the long-term value of clients’ portfolios drives how we
analyze shareholder proposals (each an “SHP”). We believe ESG and climate
considerations are important elements that help improve the accuracy of our
valuation of companies. We think it is in our clients’ best interests to
incorporate a more comprehensive set of risks and opportunities, such as ESG and
climate issues, from a long-term shareholder value perspective. Rather than
opting to automatically support all shareholder proposals that mention an ESG or
climate issue, we evaluate whether or not each shareholder proposal promotes
genuine improvement in the way a company addresses an ESG or climate issue,
thereby enhancing shareholder value for our clients in managing a more
comprehensive set of risks and opportunities for the company’s business. The
evaluation of a proposal that addresses an ESG or climate issue will consider
(among other things) the following core factors, as necessary:
+Materiality
of the mentioned ESG or climate issue for the company’s business
+The
company’s current practice, policy, and framework
+Prescriptiveness
of the proposal – does the shareholder demand unreasonably restrict management
from conducting its business?
+Context
of the shareholder proposal – is the proponent tied to any particular interest
group(s)? Does the proposal aim to promote the interest of the shareholders or
group that they are associated with?
+How
does the proposal add value for the shareholders?
This
shareholder proposal framework applies to all proposal items labeled “SHP”
throughout the Policy and any shareholder proposals that aren’t discussed in the
Policy but appear in our voting universe.
3.1BOARD
AND DIRECTOR PROPOSALS
1.Board
Oversight and Director Accountability on Material Environmental and Social
Topics Impacting Shareholder Value: Climate Risk Management and Human Rights
Oversight
CASE-BY-CASE
AB
believes that board oversight and director accountability are critical elements
of corporate governance. Companies demonstrate effective governance through
proactive monitoring of material risks and opportunities, including ESG related
risks and opportunities. In evaluating investee companies’ adaptiveness to
evolving climate risks and human rights oversight, AB engages its significant
holdings on climate strategy through a firmwide campaign. Based on each
company’s response, AB will hold respective directors accountable as defined by
the committee charter of the company.
2.Establish
New Board Committees and Elect Board Members with Specific Expertise (SHP)
CASE-BY-CASE
We
believe that establishing committees should be the prerogative of a
well-functioning board of directors. However, we may support shareholder
proposals to establish additional board committees to address specific
shareholder issues, including ESG issues. In
some cases, oversight for material ESG issues can be managed effectively by
existing committees of the board of directors, depending on the expertise of the
directors assigned to such committees. We consider on a case-by-case basis
proposals that require the addition of a board member with a specific area of
expertise.
3.Changes
in Board Structure and Amending the Articles of Incorporation
FOR
Companies
may propose various provisions with respect to the structure of the board of
directors, including changing the manner in which board vacancies are filled,
directors are nominated and the number of directors. Such proposals may require
amending the charter or by-laws or may otherwise require shareholder approval.
When these proposals are not controversial or meant as an anti-takeover device,
which is generally the case, we vote in their favor. However, if we believe a
proposal is intended as an anti-takeover device and diminishes shareholder
rights, we generally vote against.
We
may vote against directors for amending by-laws without seeking shareholder
approval and/or restricting or diminishing shareholder rights.
4.Classified
Boards
AGAINST
A
classified board typically is divided into three separate classes. Each class
holds office for a term of two or three years. Only a portion of the board can
be elected or replaced each year. Because this type of proposal has fundamental
anti-takeover implications, we generally oppose the adoption of classified
boards unless there is a justifiable financial reason or an adequate sunset
provision exists. We may also vote against directors that fail to implement
shareholder approved proposals to declassify boards that we previously
supported.
5.Director
Liability and Indemnification
CASE-BY-CASE
Some
companies argue that increased indemnification and decreased liability for
directors are important to ensure the continued availability of competent
directors. However, others argue that the risk of such personal liability
minimizes the propensity for corruption and recklessness.
We
generally support indemnification provisions that are consistent with the local
jurisdiction in which the company has been formed. We vote in favor of proposals
adopting indemnification for directors with respect to acts conducted in the
normal course of business. We also vote in favor of proposals that expand
coverage for directors and officers where, despite an unsuccessful legal
defense, we believe the director or officer acted in good faith and in the best
interests of the company. We oppose proposals to indemnify directors for gross
negligence.
6.Disclose
CEO Succession Plan (SHP) FOR
Proposals
like these are often suggested by shareholders of companies with long-tenured
CEOs and/or high employee turnover rates. Even though some markets might not
require the disclosure of a CEO succession plan, we do think it is good business
practice and will support these proposals.
7.Election
of Directors
FOR
The
election of directors is an important vote. We expect directors to represent
shareholder interests at the company and maximize shareholder value. We
generally vote in favor of the management-proposed slate of directors while
considering a number of factors, including local market best practice. We
believe companies should have a majority of independent directors and
independent key committees. However, we will incorporate local market regulation
and corporate governance codes into our decision making. We may support more
progressive requirements than those implemented in a local market if we believe
more progressive requirements may improve corporate governance practices. We
will generally regard a director as independent if the director satisfies the
criteria for independence (i) espoused by the primary exchange on which the
company’s shares are traded, or (ii) set forth in the code we determine to be
best practice in the country where the subject company is domiciled and may take
into account affiliations, related-party transactions and prior service to the
company,. We consider the election of directors who are “bundled” on a single
slate to be a poor governance practice and vote on a case-by-case basis
considering the amount of information available and an assessment of the group’s
qualifications.
In
addition:
ª We
believe that directors have a duty to respond to shareholder actions that have
received significant shareholder support. We may vote against directors (or
withhold votes for directors if plurality voting applies) who fail to act on key
issues. We oppose directors who fail to attend at least 75% of board meetings
within a given year without a reasonable excuse.
ª We
may abstain or vote against (depending on a company’s history of disclosure in
this regard) directors of issuers where there is insufficient information about
the nominees disclosed in the proxy statement.
ª We
may vote against directors for poor compensation, audit or governance practices
including the lack of a formal key committee.
ª We
may vote against directors for unilateral bylaw amendments that diminish
shareholder rights.
We
also may consider engaging company management (by phone, in writing and in
person), until any issues have been satisfactorily resolved.
a.Controlled
Company Exemption CASE-BY-CASE
In
certain markets, a different standard for director independence may be
applicable for controlled companies, which are companies where more than 50% of
the voting power is held by an individual, group or another company, or as
otherwise defined by local market standards. We may take these local standards
into consideration when determining the appropriate level of independence
required for the board and key committees.
Exchanges
in certain jurisdictions do not have a controlled company exemption (or
something similar). In such a jurisdiction, if a company has a majority
shareholder or group of related majority shareholders with a majority economic
interest, we generally will not oppose that company’s directors simply because
the board does not include a majority of independent members, although we may
take local standards into consideration when determining the appropriate level
of independence required for the board and key committees. We will, however,
consider these directors in a negative light if the company has a history of
violating the rights of minority shareholders.
b.Voting
for Director Nominees in a Contested Election
CASE-BY-CASE
Votes
in a contested election of directors are evaluated on a case-by-case basis with
the goal of maximizing shareholder value.
8.Board
Capacity
We
believe that incorporating an assessment of each director’s capacity into
consideration for a director election is essential to promote meaningful board
oversight of the management. Director effectiveness aside, a social externality
arises when the practice of directors serving on many public company boards
becomes widespread, as this limits the opportunities for other board candidates,
particularly diverse candidates. AB currently votes against the appointment of
directors who occupy, or would occupy following the vote: four (4) or more total
public company board seats for non-CEOs, three (3) or more total public company
board seats for the sitting CEO of the company in question and two (2) or more
total public company board seats for sitting CEOs of companies other than the
company under consideration. We may also exercise flexibility on occasions where
the “over-boarded” director nominee’s presence on the board is critical, based
on company specific contexts in absence of any notable accountability
concerns.
9.Board
Diversity CASE-BY-CASE
Diversity
is an important element of assessing the board’s quality, as it promotes wider
range of perspectives to be considered for companies to both strategize and
mitigate risks. In line with this view, several European countries legally
require a quota of female directors. Other European countries have a
comply-or-explain policy. In the US, California requires corporations
headquartered in the State of California to have at least one female director on
board.
We
believe that boards should develop, as part of their refreshment process, a
framework for identifying diverse candidates for all open board positions. We
believe diversity is broader than gender and should also take into consideration
factors such as business experience, ethnicity, tenure, and nationality. As
such, we generally vote in favor of proposals that encourage the adoption of a
diverse search policy, so-called “Rooney Rules”, assuring that each director
search includes at least one woman, and in the US, at least one underrepresented
person of color, in the slate of nominees. Our views on board diversity
translate to the following two voting approaches:
a.Gender
Diversity: AB will generally vote against the nominating/governance committee
chair, or a relevant incumbent member in case of classified boards, when the
board has no female members. In Japan, we will vote against the top management.
This approach applies globally.
b.Ethnic
and Racial Diversity: AB will escalate the topic of board level ethnic/racial
diversity and engage with its significant holdings that lack a minority
ethnic/racial representation on the board through 2021. Based on the outcome of
such engagements, AB will begin voting against the nominating/governance
committee chair or a relevant incumbent member for classified boards of
companies that lack minority ethnic/racial representation on their board in
2022.
10.Independent
Lead Director (SHP) FOR
We
support shareholder proposals that request a company to amend its by-laws to
establish an independent lead director, if the position of chairman is
non-independent. We view the existence of a strong independent lead director,
whose role is robust and includes clearly defined duties and responsibilities,
such as the authority to call meetings and approve agendas, as a good example of
the sufficient counter-balancing governance. If a company has such an
independent lead director in place, we will generally oppose a proposal to
require an independent board chairman, barring any additional board leadership
concerns.
11.Limit
Term of Directorship (SHP) CASE-BY-CASE
These
proposals seek to limit the term during which a director may serve on a board to
a set number of years.
Accounting
for local market practice, we generally consider a number of factors, such as
overall level of board independence, director qualifications, tenure, board
diversity and board effectiveness in representing our interests as shareholders,
in assessing whether limiting directorship terms is in shareholders’ best
interests. Accordingly, we evaluate these items case-by-case.
12.Majority
of Independent1
Directors (SHP) FOR
Each
company’s board of directors has a duty to act in the best interest of the
company’s shareholders at all times. We believe that these interests are best
served by having directors who bring objectivity to the company and are free
from potential conflicts of interests. Accordingly, we support proposals seeking
a majority of independent directors on the board while taking into consideration
local market regulation and corporate governance codes.
13.Majority
of Independent Directors on Key Committees (SHP)
FOR
In
order to ensure that those who evaluate management’s performance, recruit
directors and set management’s compensation are free from conflicts of
interests, we believe that the audit2,
nominating/governance, and compensation committees should be composed of a
majority of independent directors, considering the local market regulation and
corporate governance codes as well as controlled company status.
14.Majority
Votes for Directors (SHP) FOR
We
believe that good corporate governance requires shareholders to have a
meaningful voice in the affairs of the company. This objective is strengthened
if directors are elected by a majority of votes cast at an annual meeting rather
than by the plurality method commonly used. With plurality voting a director
could be elected by a single affirmative vote even if the rest of the votes were
withheld.
We
further believe that majority voting provisions will lead to greater director
accountability. Therefore, we support shareholder proposals that companies amend
their by-laws to provide that director nominees be elected by an affirmative
vote of a majority of the votes cast, provided the proposal includes a carve-out
to provide for plurality voting in contested elections where the number of
nominees exceeds the number of directors to be elected.
15.Removal
of Directors Without Cause (SHP) FOR
Company
by-laws sometimes define cause very narrowly, including only conditions of
criminal indictment, final adverse adjudication that fiduciary duties were
breached or incapacitation, while also providing shareholders with the right to
remove directors only upon “cause”.
We
believe that the circumstances under which shareholders have the right to remove
directors should not be limited to those traditionally defined by companies as
“cause”. We also believe that shareholders should have the right to conduct a
vote to remove directors who fail to perform in a manner consistent with their
fiduciary duties or representative of shareholders’ best interests. And, while
we would prefer shareholder proposals that seek to broaden the definition of
“cause” to include situations like these, we generally support proposals that
would provide shareholders with the right to remove directors without
cause.
16.Require
Independent Board Chairman (SHP)
CASE-BY-CASE
We
believe there can be benefits to an executive chairman and to having the
positions of chairman and CEO combined as well as split. When the chair is
non-independent the company must have sufficient counter-balancing governance in
place, generally through a strong independent lead director. Also, for companies
with smaller market capitalizations, separate chairman and CEO positions may not
be practical.
1
For purposes of this Policy, generally, we will consider a director independent
if the director satisfies the independence definition set forth in the listing
standards of the exchange on which the common stock is listed. However, we may
deem local independence classification criteria insufficient.
2
Pursuant to the SEC rules, adopted pursuant to the Sarbanes-Oxley Act of 2002,
as of October 31, 2004, each U.S. listed issuer must have a fully independent
audit committee.
3.2COMPENSATION
PROPOSALS
17.Pro
Rata Vesting of Equity Compensation Awards-Change in Control (SHP)
CASE-BY-CASE
We
examine proposals on the treatment of equity awards in the event of a change in
control on a case-by-case basis. If a change in control is accompanied by
termination of employment, often referred to as a double-trigger, we generally
support accelerated vesting of equity awards. If, however, there is no
termination agreement in connection with a change in control, often referred to
as a single-trigger, we generally prefer pro rata vesting of outstanding equity
awards.
18.Adopt
Policies to Prohibit any Death Benefits to Senior Executives (SHP)
AGAINST
We
view these bundled proposals as too restrictive and conclude that blanket
restrictions on any and all such benefits, including the payment of life
insurance premiums for senior executives, could put a company at a competitive
disadvantage.
19.Advisory
Vote to Ratify Directors’ Compensation (SHP)
FOR
Similar
to advisory votes on executive compensation, shareholders may request a
non-binding advisory vote to approve compensation given to board members. We
generally support this item.
20.Amend
Executive Compensation Plan Tied to Performance (Bonus Banking) (SHP)
AGAINST
These
proposals seek to force a company to amend executive compensation plans such
that compensation awards tied to performance are deferred for shareholder
specified and extended periods of time. As a result, awards may be adjusted
downward if performance goals achieved during the vesting period are not
sustained during the added deferral period.
We
believe that most companies have adequate vesting schedules and clawbacks in
place. Under such circumstances, we will oppose these proposals. However, if a
company does not have what we believe to be adequate vesting and/or clawback
requirements, we decide these proposals on a case-by-case basis.
21.Approve
Remuneration for Directors and Auditors
CASE-BY-CASE
We
will vote on a case-by-case basis where we are asked to approve remuneration for
directors or auditors. We will generally oppose performance-based remuneration
for non-executive directors as this may compromise independent oversight. In
addition, where disclosure relating to the details of such remuneration is
inadequate or provided without sufficient time for us to consider our vote, we
may abstain or vote against, depending on the adequacy of the company’s prior
disclosures in this regard and the local market practice.
22.Approve
Retirement Bonuses for Directors (Japan and South Korea)
CASE-BY-CASE
Retirement
bonuses are customary in Japan and South Korea. Companies seek approval to give
the board authority to grant retirement bonuses for directors and/or auditors
and to leave the exact amount of bonuses to the board’s discretion. We will
analyze such proposals on a case-by-case basis, considering management’s
commitment to maximizing long-term shareholder value. However, when the details
of the retirement bonus are inadequate or undisclosed, we may abstain or vote
against.
23.Approve
Special Payments to Continuing Directors and Auditors (Japan)
CASE-BY-CASE
In
conjunction with the abolition of a company’s retirement allowance system, we
will generally support special payment allowances for continuing directors and
auditors if there is no evidence of their independence becoming impaired.
However, when the details of the special payments are inadequate or undisclosed,
we may abstain or vote against.
24.Disclose
Executive and Director Pay (SHP) CASE-BY-CASE
The
United States Securities and Exchange Commission (“SEC”)
has adopted rules requiring increased and/or enhanced compensation-related and
corporate governance-related disclosure in proxy statements and Forms 10-K.
Similar steps have been taken by regulators in foreign jurisdictions. We believe
the rules enacted by the SEC and various foreign regulators generally ensure
more complete and transparent disclosure. Therefore, while we will consider them
on a case-by-case basis (analyzing whether there are any relevant disclosure
concerns), we generally vote against shareholder proposals seeking additional
disclosure of executive and director compensation, including proposals that seek
to specify the measurement of performance-based compensation, if the company is
subject to SEC rules or similar rules espoused by a regulator in a foreign
jurisdiction. Similarly, we generally support proposals seeking additional
disclosure of executive and director compensation if the company is not subject
to any such rules.
25.Executive
and Employee Compensation Plans, Policies and Reports
CASE-BY-CASE
Compensation
plans (“Compensation
Plans”)
usually are complex and are a major corporate expense, so we evaluate them
carefully and on a case-by-case basis. In all cases, however, we assess each
proposed Compensation Plan within the framework of four guiding principles, each
of which ensures a company’s Compensation Plan helps to align the long-term
interests of management with shareholders:
ª Valid
measures of business performance tied to the firm’s strategy and shareholder
value creation, which are clearly articulated and incorporate appropriate time
periods, should be utilized;
ª Compensation
costs should be managed in the same way as any other expense;
ª Compensation
should reflect management’s handling, or failure to handle, any recent social,
environmental, governance, ethical or legal issue that had a significant adverse
financial or reputational effect on the company; and
ª In
granting compensatory awards, management should exhibit a history of integrity
and decision-making based on logic and well thought out processes.
We
may oppose plans which include, and directors who establish, compensation plan
provisions deemed to be poor practice such as automatic acceleration of equity,
or single-triggered, in the event of a change in control. Although votes on
compensation plans are by nature only broad indications of shareholder views,
they do lead to more compensation-related dialogue between management and
shareholders and help ensure that management and shareholders meet their common
objective: maximizing shareholder value.
In
markets where votes on compensation plans are not required for all companies, we
will support shareholder proposals asking the board to adopt such a vote on an
advisory basis.
Where
disclosure relating to the details of Compensation Plans is inadequate or
provided without sufficient time for us to consider our vote, we may abstain or
vote against, depending on the adequacy of the company’s prior disclosures in
this regard. Where appropriate, we may raise the issue with the company directly
or take other steps.
26.Limit
Executive Pay (SHP) CASE-BY-CASE
We
believe that management and directors, within reason, should be given latitude
in determining the mix and types of awards offered to executive officers. We
vote against shareholder proposals seeking to limit executive pay if we deem
them too restrictive. Depending on our analysis of the specific circumstances,
we are generally against requiring a company to adopt a policy prohibiting tax
gross up payments to senior executives.
27.Mandatory
Holding Periods (SHP) AGAINST
We
generally vote against shareholder proposals asking companies to require a
company’s executives to hold stock for a specified period of time after
acquiring that stock by exercising company-issued stock options (i.e.,
precluding “cashless” option exercises), unless we believe implementing a
mandatory holding period is necessary to help resolve underlying problems at a
company that have hurt, and may continue to hurt, shareholder value. We are
generally in favor of reasonable stock ownership guidelines for executives.
28.Performance-Based
Stock Option Plans (SHP) CASE-BY-CASE
These
shareholder proposals require a company to adopt a policy that all or a portion
of future stock options granted to executives be performance-based.
Performance-based options usually take the form of indexed options (where the
option sale price is linked to the company’s stock performance versus an
industry index), premium priced options (where the strike price is significantly
above the market price at the time of the grant) or performance vesting options
(where options vest when the company’s stock price exceeds a specific target).
Proponents argue that performance-based options provide an incentive for
executives to outperform the market as a whole and prevent management from being
rewarded for average performance. We believe that management, within reason,
should be given latitude in determining the mix and types of awards it offers.
However, we recognize the benefit of linking a portion of executive compensation
to certain types of performance benchmarks. While we will not support proposals
that require all options to be performance-based, we will generally support
proposals that require a portion of options granted to senior executives be
performance-based. However, because performance-based options can also result in
unfavorable tax treatment and the company may already have in place an option
plan that sufficiently ties executive stock option plans to the company’s
performance, we will consider such proposals on a case-by-case
basis.
29.Prohibit
Relocation Benefits to Senior Executives (SHP)
AGAINST
We
do not consider such perquisites to be problematic pay practices as long as they
are properly disclosed. Therefore, we will vote against shareholder proposals
asking to prohibit relocation benefits.
30.Recovery
of Performance-Based Compensation (SHP) FOR
We
generally support shareholder proposals requiring the board to seek recovery of
performance-based compensation awards to senior management and directors in the
event of a fraud or other reasons that resulted in the detriment to shareholder
value and/or company reputation due to gross ethical lapses. In deciding how to
vote, we consider the adequacy of the existing company clawback policy, if
any.
31.Submit
Golden Parachutes/Severance Plans to a Shareholder Vote (SHP)
FOR
Golden
Parachutes assure key officers of a company lucrative compensation packages if
the company is acquired and/or if the new owners terminate such officers. We
recognize that offering generous compensation packages that are triggered by a
change in control may help attract qualified officers. However, such
compensation packages cannot be so excessive that they are unfair to
shareholders or make the company unattractive to potential bidders, thereby
serving as a constructive anti-takeover mechanism. Accordingly, we support
proposals to submit severance plans (including supplemental retirement plans),
to a shareholder vote, and we review proposals to ratify or redeem such plans
retrospectively on a case-by-case basis.
32.Submit
Golden Parachutes/Severance Plans to a Shareholder Vote Prior to Their Being
Negotiated by Management (SHP) CASE-BY-CASE
We
believe that in order to attract qualified employees, companies must be free to
negotiate compensation packages without shareholder interference. However,
shareholders must be given an opportunity to analyze a compensation plan’s
final, material terms in order to ensure it is within acceptable limits.
Accordingly, we evaluate proposals that require submitting severance plans
and/or employment contracts for a shareholder vote prior to being negotiated by
management on a case-by-case basis.
33.Submit
Survivor Benefit Compensation Plan to Shareholder Vote (SHP)
FOR
Survivor
benefit compensation plans, or “golden coffins”, can require a company to make
substantial payments or awards to a senior executive’s beneficiaries following
the death of the senior executive. The compensation can take the form of
unearned salary or bonuses, accelerated vesting or the continuation in force of
unvested equity grants, perquisites and other payments or awards. This
compensation would not include compensation that the senior executive chooses to
defer during his or her lifetime.
We
recognize that offering generous compensation packages that are triggered by the
passing of senior executives may help attract qualified officers. However, such
compensation packages cannot be so excessive that they are unfair to
shareholders or make the company unattractive to potential bidders, thereby
serving as a constructive anti-takeover mechanism.
3.3CAPITAL
CHANGES AND ANTI-TAKEOVER PROPOSALS
34.Amend
Exclusive Forum Bylaw (SHP) AGAINST
We
will generally oppose proposals that ask the board to repeal the company’s
exclusive forum bylaw. Such bylaws require certain legal action against the
company to take place in the state of the company’s incorporation. The courts
within the state of incorporation are considered best suited to interpret that
state’s laws.
35.Amend
Net Operating Loss (“NOL”) Rights Plans FOR
NOL
Rights Plans are established to protect a company’s net operating loss carry
forwards and tax credits, which can be used to offset future income. We believe
this is a reasonable strategy for a company to employ. Accordingly, we will vote
in favor of NOL Rights Plans unless we believe the terms of the NOL Rights Plan
may provide for a long-term anti-takeover device.
36.Authorize
Share Repurchase FOR
We
generally support share repurchase proposals that are part of a well-articulated
and well-conceived capital strategy. We assess proposals to give the board
unlimited authorization to repurchase shares on a case-by-case basis.
Furthermore, we would generally support the use of derivative instruments (e.g.,
put options and call options) as part of a share repurchase plan absent a
compelling reason to the contrary. Also, absent a specific concern at the
company, we will generally support a repurchase plan that could be continued
during a takeover period.
37.Blank
Check Preferred Stock AGAINST
Blank
check preferred stock proposals authorize the issuance of certain preferred
stock at some future point in time and allow the board to establish voting,
dividend, conversion, and other rights at the time of issuance. While blank
check preferred stock can provide a corporation with the flexibility needed to
meet changing financial conditions, it also may be used as the vehicle for
implementing a “poison pill” defense or some other entrenchment
device.
We
are concerned that, once this stock has been authorized, shareholders have no
further power to determine how or when it will be allocated. Accordingly, we
generally oppose this type of proposal.
38.Corporate
Restructurings, Merger Proposals and Spin-Offs
CASE-BY-CASE
Proposals
requesting shareholder approval of corporate restructurings, merger proposals
and spin-offs are determined on a case-by-case basis. In evaluating these
proposals and determining our votes, we are singularly focused on meeting our
goal of maximizing long-term shareholder value.
39.Elimination
of Preemptive Rights CASE-BY-CASE
Preemptive
rights allow the shareholders of the company to buy newly issued shares before
they are offered to the public in order to maintain their percentage ownership.
We believe that, because preemptive rights are an important shareholder right,
careful scrutiny must be given to management’s attempts to eliminate them.
However, because preemptive rights can be prohibitively expensive to widely held
companies, the benefit of such rights will be weighed against the economic
effect of maintaining them.
40.Expensing
Stock Options (SHP) FOR
US
generally accepted accounting principles require companies to expense stock
options, as do the accounting rules in many other jurisdictions (including those
jurisdictions that have adopted IFRS -- international financial reporting
standards). If a company is domiciled in a jurisdiction where the accounting
rules do not already require the expensing of stock options, we will support
shareholder proposals requiring this practice and disclosing information about
it.
41.Fair
Price Provisions CASE-BY-CASE
A
fair price provision in the company's charter or by laws is designed to ensure
that each shareholder's securities will be purchased at the same price if the
corporation is acquired under a plan not agreed to by the board. In most
instances, the provision requires that any tender offer made by a third party
must be made to all shareholders at the same price.
Fair
pricing provisions attempt to prevent the “two-tiered front-loaded offer” where
the acquirer of a company initially offers a premium for a sufficient percentage
of shares of the company to gain control and subsequently makes an offer for the
remaining shares at a much lower price. The remaining shareholders have no
choice but to accept the offer. The two-tiered approach is coercive as it
compels a shareholder to sell his or her shares immediately in order to receive
the higher price per share. This type of tactic has caused many states to adopt
fair price provision statutes to restrict this practice.
We
consider fair price provisions on a case-by-case basis. We oppose any provision
where there is evidence that management intends to use the provision as an
anti-takeover device as well as any provision where the shareholder vote
requirement is greater than a majority of disinterested shares (i.e., shares
beneficially owned by individuals other than the acquiring party).
42.Increase
Authorized Common Stock CASE-BY-CASE
In
general we regard increases in authorized common stock as serving a legitimate
corporate purpose when used to: implement a stock split, aid in a
recapitalization or acquisition, raise needed capital for the firm, or provide
for employee savings plans, stock option plans or executive compensation plans.
That said, we may oppose a particular proposed increase if we consider the
authorization likely to lower the share price (this would happen, for example,
if the firm were proposing to use the proceeds to overpay for an acquisition, to
invest in a project unlikely to earn the firm’s cost of capital, or to
compensate employees well above market rates). We oppose increases in authorized
common stock where there is evidence that the shares are to be used to implement
a “poison pill” or another form of anti-takeover device, or if the issuance of
new shares would, in our judgment, excessively dilute the value of the
outstanding shares upon issuance. In addition, a satisfactory explanation of a
company's intentions—going beyond the standard “general corporate purposes”—must
be disclosed in the proxy statement for proposals requesting an increase of
greater than 100% of the shares outstanding. We view the use of derivatives,
particularly warrants, as legitimate capital-raising instruments and apply these
same principles to their use as we do to the authorization of common stock.
Under certain circumstances where we believe it is important for shareholders to
have an opportunity to maintain their proportional ownership, we may oppose
proposals requesting shareholders approve the issuance of additional shares if
those shares do not include preemptive rights.
In
Hong Kong, it is common for companies to request board authority to issue new
shares up to 20% of outstanding share capital. The authority typically lapses
after one year. We may vote against plans that do not prohibit issuing shares at
a discount, taking into account whether a company has a history of doing
so.
43.Issuance
of Equity Without Preemptive Rights FOR
We
are generally in favor of issuances of equity without preemptive rights of up to
30% of a company’s outstanding shares unless there is concern that the issuance
will be used in a manner that could hurt shareholder value (e.g., issuing the
equity at a discount from the current market price or using the equity to help
create a “poison pill” mechanism).
44.Multi
Class Equity Structures CASE-BY-CASE
The
one
share, one vote principle — stating
that voting power should be proportional to an investor’s economic
ownership—
is
generally preferred in order to hold the board accountable to shareholders. AB’s
general expectation of companies with multi class equity structures is to attach
safeguards for minority shareholders when appropriate and in a cost-effective
manner, which may include measures such as sunset provisions or requiring
periodic shareholder reauthorizations. We expect boards to routinely review
existing multi-class vote structures and share their current view.
With
that backdrop, we acknowledge that multi-class structures may be beneficial for
a period of time, allowing management to focus on longer-term value creation
which benefits all shareholders. Accordingly, AB recommends companies that had
an initial public offering (IPO) in the past two (2) years to institute a
time-based sunset to be triggered seven (7) years from the year of the IPO. In
2021, we will engage with companies in our significant holdings universe that
fall under this category. We may vote against the relevant board member of
companies that remain unresponsive starting 2022 AGM, unless there is a valid
case to apply an exemption.
For
companies that instituted a multi-class share structure unrelated to an IPO
event or had an IPO two (2) or more years ago, sunset should be seven (7) years
from the year when the issuer implemented the multi-class structure. If the
structure was adopted greater than seven (7) years ago, we will expect the
issuer to consider the shortest sunset plan that makes sense based on the
issuer’s context. In 2021, we will engage with our portfolio companies in scope.
We may vote against the respective board member if we don’t see any progress
starting 2022 AGM, unless there is a valid case to apply an
exemption.
45.Net
Long Position Requirement FOR
We
support proposals that require the ownership level needed to call a special
meeting to be based on the net long position of a shareholder or shareholder
group. This standard ensures that a significant economic interest accompanies
the voting power.
46.Reincorporation
CASE-BY-CASE
There
are many valid business reasons a corporation may choose to reincorporate in
another jurisdiction. We perform a case-by-case review of such proposals, taking
into consideration management’s stated reasons for the proposed
move.
Careful
scrutiny also will be given to proposals that seek approval to reincorporate in
countries that serve as tax havens. When evaluating such proposals, we consider
factors such as the location of the company’s business, the statutory
protections available in the country to enforce shareholder rights and the tax
consequences of the reincorporation to shareholders.
47.Reincorporation
to Another Jurisdiction to Permit Majority Voting or Other Changes in Corporate
Governance (SHP) CASE-BY-CASE
If
a shareholder proposes that a company move to a jurisdiction where majority
voting (among other shareholder-friendly conditions) is permitted, we will
generally oppose the move notwithstanding the fact that we favor majority voting
for directors. Our rationale is that the legal costs, taxes, other expenses, and
other factors, such as business disruption, in almost all cases would be
material and outweigh the benefit of majority voting. If, however, we should
find that these costs are not material and/or do not outweigh the benefit of
majority voting, we may vote in favor of this kind of proposal. We will evaluate
similarly proposals that would require reincorporation in another state to
accomplish other changes in corporate governance.
48.Stock
Splits FOR
Stock
splits are intended to increase the liquidity of a company’s common stock by
lowering the price, thereby making the stock seem more attractive to small
investors. We generally vote in favor of stock split proposals.
49.Submit
Company’s Shareholder Rights Plan to Shareholder Vote (SHP)
FOR
Most
shareholder rights plans (also known as “poison
pills”)
permit the shareholders of a target company involved in a hostile takeover to
acquire shares of the target company, the acquiring company, or both, at a
substantial discount
once
a “triggering
event”
occurs. A triggering event is usually a hostile tender offer or the acquisition
by an outside party of a certain percentage of the target company's stock.
Because most plans exclude the hostile bidder from the purchase, the effect in
most instances is to dilute the equity interest and the voting rights of the
potential acquirer once the plan is triggered. A shareholder rights plan is
designed to discourage potential acquirers from acquiring shares to make a bid
for the issuer. We believe that measures that impede takeovers or entrench
management not only infringe on the rights of shareholders but also may have a
detrimental effect on the value of the company.
We
support shareholder proposals that seek to require the company to submit a
shareholder rights plan to a shareholder vote. We evaluate on a case-by-case
basis proposals to implement or eliminate a shareholder rights
plan.
50.Transferrable
Stock Options CASE-BY-CASE
In
cases where a compensation plan includes a transferable stock option program, we
will consider the plan on a case-by-case basis.
These
programs allow stock options to be transferred to third parties in exchange for
cash or stock. In effect, management becomes insulated from the downside risk of
holding a stock option, while the ordinary shareholder remains exposed to
downside risk. This insulation may unacceptably remove management’s exposure to
downside risk, which significantly misaligns management and shareholder
interests. Accordingly, we generally vote against these programs if the transfer
can be executed without shareholder approval, is available to executive officers
or non-employee directors, or we consider the available disclosure relating to
the mechanics and structure of the program to be insufficient to determine the
costs, benefits, and key terms of the program.
3.4AUDITOR
PROPOSALS
51.Appointment
of Auditors FOR
We
believe that the company is in the best position to choose its accounting firm,
and we generally support management's recommendation.
We
recognize that there may be inherent conflicts when a company’s independent
auditors perform substantial non-audit related services for the company.
Therefore, in reviewing a proposed auditor, we will consider the amount of fees
paid for non-audit related services performed compared to the total audit fees
paid by the company to the auditing firm, and whether there are any other
reasons for us to question the independence or performance of the firm’s auditor
such as, for example, tenure. We generally will deem as excessive the non-audit
fees paid by a company to its auditor if those fees account for 50% or more of
total fees paid. In the UK market, which utilizes a different calculation, we
adhere to a non-audit fee cap of 100% of audit fees. Under these circumstances,
we generally vote against the auditor and the directors, in particular the
members of the company’s audit committee. In addition, we generally vote against
authorizing the audit committee to set the remuneration of such auditors. We
exclude from this analysis non-audit fees related to IPOs, bankruptcy emergence,
and spin-offs and other extraordinary events. We may vote against or abstain due
to a lack of disclosure of the name of the auditor while taking into account
local market practice.
52.Approval
of Financial Statements FOR
In
some markets, companies are required to submit their financial statements for
shareholder approval. This is generally a routine item and, as such, we will
vote for the approval of financial statements unless there are appropriate
reasons to vote otherwise. We may vote against if the information is not
available in advance of the meeting.
53.Approval
of Internal Statutory Auditors FOR
Some
markets (e.g., Japan) require the annual election of internal statutory
auditors. Internal statutory auditors have a number of duties, including
supervising management, ensuring compliance with the articles of association,
and reporting to a company’s board on certain financial issues. In most cases,
the election of internal statutory auditors is a routine item, and we will
support management’s nominee provided that the nominee meets the regulatory
requirements for serving as internal statutory auditors. However, we may vote
against nominees who are designated independent statutory auditors who serve as
executives of a subsidiary or affiliate of the issuer or if there are other
reasons to question the independence of the nominees.
54.Limitation
of Liability of External Statutory Auditors (Japan)
CASE-BY-CASE
In
Japan, companies may limit the liability of external statutory auditors in the
event of a shareholder lawsuit through any of three mechanisms: (i) submitting
the proposed limits to shareholder vote; (ii) setting limits by modifying the
company’s articles of incorporation; and (iii) setting limits in contracts with
outside directors, outside statutory auditors and external audit firms (requires
a modification to the company’s articles of incorporation). A vote by 3% or more
of shareholders can nullify a limit set through the second mechanism. The third
mechanism has historically been the most prevalent.
We
review proposals to set limits on auditor liability on a case-by-case basis,
considering whether such a provision is necessary to secure appointment and
whether it helps to maximize long-term shareholder value.
55.Separating
Auditors and Consultants (SHP) CASE-BY-CASE
We
believe that a company serves its shareholders’ interests by avoiding potential
conflicts of interest that might interfere with an auditor’s independent
judgment. SEC rules adopted as a result of the Sarbanes-Oxley Act of 2002
attempted to address these concerns by prohibiting certain services by a
company’s independent auditors and requiring additional disclosure of other
non-audit related services.
We
evaluate on a case-by-case basis proposals that go beyond the SEC rules or other
local market standards by prohibiting auditors from performing other non-audit
services or calling for the board to adopt a policy to ensure auditor
independence.
We
take into consideration the policies and procedures the company already has in
place to ensure auditor independence and non-audit fees as a percentage of total
fees paid to the auditor are not excessive.
3.5SHAREHOLDER
ACCESS AND VOTING PROPOSALS
56.A
Shareholder’s Right to Call Special Meetings (SHP)
FOR
Most
state corporation statutes (though not Delaware, where many US issuers are
domiciled) allow shareholders to call a special meeting when they want to take
action on certain matters that arise between regularly scheduled annual
meetings. This right may apply only if a shareholder, or a group of
shareholders, owns a specified percentage as defined by the relevant company
bylaws.
We
recognize the importance of the right of shareholders to remove poorly
performing directors, respond to takeover offers and take other actions without
having to wait for the next annual meeting. However, we also believe it is
important to protect companies and shareholders from nuisance proposals. We
further believe that striking a balance between these competing interests will
maximize shareholder value. We believe that encouraging active share ownership
among shareholders generally is beneficial to shareholders and helps maximize
shareholder value. Accordingly, we will generally support a proposal to
establish shareholders’ right to call a special meeting unless we see a
potential abuse of the right based on the company’s current share ownership
structure.
57.Adopt
Cumulative Voting (SHP) CASE-BY-CASE
Cumulative
voting is a method of electing directors that enables each shareholder to
multiply the number of his or her shares by the number of directors being
considered. A shareholder may then cast the total votes for any one director or
a selected group of directors. For example, a holder of 10 shares normally casts
10 votes for each of 12 nominees to the board thus giving the shareholder 120
(10 × 12) votes. Under cumulative voting, the shareholder may cast all 120 votes
for a single nominee, 60 for two, 40 for three, or any other combination that
the shareholder may choose.
We
believe that encouraging activism among shareholders generally is beneficial to
shareholders and helps maximize shareholder value. Cumulative voting supports
the interests of minority shareholders in contested elections by enabling them
to concentrate their votes and dramatically increase their chances of electing a
dissident director to a board.
Accordingly,
we generally will support shareholder proposals to restore or provide for
cumulative voting and we generally will oppose management proposals to eliminate
cumulative voting. However, we may oppose cumulative voting if a company has in
place both proxy access, which allows shareholders to nominate directors to the
company’s ballot, and majority voting (with a carve-out for plurality voting in
situations where there are more nominees than seats), which requires each
director to receive the affirmative vote of a majority of votes cast and, we
believe, leads to greater director accountability to shareholders.
Also,
we support cumulative voting at controlled companies regardless of any other
shareholder protections that may be in place.
58.Adopt
Cumulative Voting in Dual Shareholder Class Structures (SHP)
FOR
In
dual class structures (such as A and B shares) where the shareholders with a
majority economic interest have a minority voting interest, we generally vote in
favor of cumulative voting for those shareholders.
59.Early
Disclosure of Voting Results (SHP) AGAINST
These
proposals seek to require a company to disclose votes sooner than is required by
the local market. In the US, the SEC requires disclosure in the first periodic
report filed after the company’s annual meeting which we believe is reasonable.
We do not support requests that require disclosure earlier than the time
required by the local regulator.
60.Limiting
a Shareholder’s Right to Call Special Meetings
AGAINST
Companies
contend that limitations on shareholders’ rights to call special meetings are
needed to prevent minority shareholders from taking control of the company's
agenda. However, such limits also have anti-takeover implications because they
prevent a shareholder or a group of shareholders who have acquired a significant
stake in the company from forcing management to address urgent issues, such as
the potential sale of the company. Because most states prohibit shareholders
from abusing this right, we see no justifiable reason for management to
eliminate this fundamental shareholder right. Accordingly, we generally will
vote against such proposals.
In
addition, if the board of directors, without shareholder consent, raises the
ownership threshold a shareholder must reach before the shareholder can call a
special meeting, we will vote against those directors.
61.Permit
a Shareholder’s Right to Act by Written Consent (SHP)
CASE-BY-CASE
Action
by written consent enables a large shareholder or group of shareholders to
initiate votes on corporate matters prior to the annual meeting. We believe this
is a fundamental shareholder right and, accordingly, will generally support
shareholder proposals seeking to restore this right. However, in cases where a
company has a majority shareholder or group of related majority shareholders
with majority economic interest, we will oppose proposals seeking to restore
this right as there is a potential risk of abuse by the majority shareholder or
group of majority shareholders. We may also vote against the proposal if the
company provides shareholders a right to call special meetings with an ownership
threshold of 15% or below in absence of material restrictions, as we believe
that shareholder access rights should be considered from a holistic view rather
than promoting all possible access rights that may impede one another in
contrast to long-term shareholder value.
62.Proxy
Access for Annual Meetings (SHP) (Management)
FOR
These
proposals allow “qualified shareholders” to nominate directors. We generally
vote in favor of management and shareholder proposals for proxy access that
employ guidelines reflecting the SEC framework for proxy access (adopted by the
SEC in 2010,
but
vacated by the US District of Columbia Circuit Court of Appeals in
2011),
which would have allowed a single shareholder, or group of shareholders, who
hold at least 3% of the voting power for at least three years continuously to
nominate up to 25% of the current board seats, or two directors, for inclusion
in the subject company’s annual proxy statement alongside management
nominees.
We
may vote against proposals that use requirements that are stricter than the
SEC’s framework including implementation restrictions and against individual
board members, or entire boards, who exclude from their ballot properly
submitted shareholder proxy access proposals or compete against shareholder
proxy access proposals with stricter management proposals on the same ballot We
will generally vote in favor of proposals that seek to amend an existing right
to more closely align with the SEC framework.
We
will evaluate on a case-by-case basis proposals with less stringent requirements
than the vacated SEC framework.
From
time to time we may receive requests to join with other shareholders to support
a shareholder action. We may, for example, receive requests to join a voting
block for purposes of influencing management. If the third parties requesting
our participation are not affiliated with us and have no business relationships
with us, we will consider the request on a case-by-case basis. However, where
the requesting party has a business relationship with us (e.g., the requesting
party is a client or a significant service provider), agreeing to such a request
may pose a potential conflict of interest. As a fiduciary we have an obligation
to vote proxies in the best interest of our clients (without regard to our own
interests in generating and maintaining business with our other clients) and
given our desire to avoid even the appearance of a conflict, we will generally
decline such a request.
63.Reduce
Meeting Notification from 21 Days to 14 Days (UK)
FOR
Companies
in the United Kingdom may, with shareholder approval, reduce the notice period
for extraordinary general meetings from 21 days to 14 days.
A
reduced notice period expedites the process of obtaining shareholder approval of
additional financing needs and other important matters. Accordingly, we support
these proposals.
64.Shareholder
Proponent Engagement Process (SHP) FOR
We
believe that proper corporate governance requires that proposals receiving
support from a majority of shareholders be considered and implemented by the
company. Accordingly, we support establishing an engagement process between
shareholders and management to ensure proponents of majority-supported
proposals, have an established means of communicating with
management.
65.Supermajority
Vote Requirements AGAINST
A
supermajority vote requirement is a charter or by-law requirement that, when
implemented, raises the percentage (higher than the customary simple majority)
of shareholder votes needed to approve certain proposals, such as mergers,
changes of control, or proposals to amend or repeal a portion of the Articles of
Incorporation.
In
most instances, we oppose these proposals and support shareholder proposals that
seek to reinstate the simple majority vote requirement. However we may support
supermajority vote requirements at controlled companies as a protection to
minority shareholders from unilateral action of the controlling
shareholder.
66.Authorize
Virtual-Only Shareholder Meetings CASE-BY-CASE COVID-19
has called for a need to authorize companies in holding virtual-only shareholder
meetings. While recognizing technology has enabled shareholders to remain
connected with the board and management, AB acknowledges that virtual only
shareholder meetings have resulted in certain companies abusing their authority
by limiting shareholders from raising questions and demanding onerous
requirements to be able to read their questions during the meeting. Because such
practice varies by company and jurisdiction with different safeguard provisions,
we will consider—among other things—a company’s disclosure on elements such as
those below when voting on management or shareholder proposals for authorizing
the company to hold virtual-only shareholder meetings:
ªExplanation
for eliminating the in-person meeting;
ª Clear
description of which shareholders are qualified to participate in virtual-only
shareholder meetings and how attendees can join the meeting;
ª How
to submit and ask questions;
ª How
the company plans to mimic a real-time in-person question and answer session;
and
ª List
of questions received from shareholders in their entirety, both prior to and
during the meeting, as well as associated responses from the
company
3.6ENVIRONMENTAL,
SOCIAL AND DISCLOSURE PROPOSALS
67.Animal
Welfare (SHP) CASE-BY-CASE
These
proposals may include reporting requests or policy adoption on items such as pig
gestation crates and animal welfare in the supply chain For proposals requesting
companies to adopt a policy, we will carefully consider existing policies and
the company’s incorporation of national standards and best practices. In
addition, we will evaluate the potential enactment of new regulations, as well
as any investment risk related to the specific issue.
We
generally support shareholder proposals calling for reports and disclosure while
taking into account existing policies and procedures of the company and whether
the proposed information is of added benefit to shareholders.
68.Climate
Change (SHP) FOR
Proposals
addressing climate change concerns are plentiful and their scope varies. Climate
change increasingly receives investor attention as a potentially critical and
material risk to the sustainability of a wide range of business-specific
activities. These proposals may include emissions standards or reduction
targets, quantitative goals, and impact assessments. We generally support these
proposals, while taking into account the materiality of the issue and whether
the proposed information is of added benefit to shareholders.
For
proposals requesting companies to adopt a policy, we will carefully consider
existing policies and the company’s incorporation of national standards and best
practices. In addition, we will evaluate the potential enactment of new
regulations, as well as any investment risk related to the specific
issue.
We
generally support shareholder proposals calling for reports and disclosure,
while
taking into account existing policies and procedures of the company and whether
the proposal is of added benefit to shareholders.
69.Charitable
Contributions (SHP) (Management)
CASE-BY-CASE
Proposals
relating to charitable contributions may be sponsored by either management or
shareholders.
Management
proposals may ask to approve the amount for charitable
contributions.
We
generally support shareholder proposals calling for reports and disclosure while
taking into account existing policies and procedures of the company and whether
the proposed information is of added benefit to shareholders.
70.Environmental
Proposals (SHP) CASE-BY-CASE
These
proposals can include reporting and policy adoption requests in a wide variety
of areas, including, but not limited to, (nuclear) waste, deforestation,
packaging and recycling, renewable energy, toxic material, palm oil and
water.
For
proposals requesting companies to adopt a policy, we will carefully consider
existing policies and the company’s incorporation of national standards and best
practices. In addition, we will evaluate the potential enactment of new
regulations, as well as any investment risk related to the specific
issue.
We
generally support shareholder proposals calling for reports while taking into
account existing policies and procedures of the company and whether the proposed
information is of added benefit to shareholders.
71.Genetically
Altered or Engineered Food and Pesticides (SHP)
CASE-BY-CASE
These
proposals may include reporting requests on pesticides monitoring/use and
Genetically Modified Organism (GMO) as well as GMO labeling.
For
proposals requesting companies to adopt a policy, we will carefully consider
existing policies and the company’s incorporation of national standards and best
practices. In addition, we will evaluate the potential enactment of new
regulations, as well as any investment risk related to the specific
issue.
We
generally support shareholder proposals calling for reports and disclosure while
taking into account existing policies and procedures of the company and whether
the proposed information is of added benefit to shareholders.
72.Health
Proposals (SHP) CASE-BY-CASE
These
proposals may include reports on pharmaceutical pricing, antibiotic use in the
meat supply, and tobacco products. We generally support shareholder proposals
calling for reports and disclosure while taking into account the current
reporting policies of the company and whether the proposed information is of
added benefit to shareholders.
For
proposals requesting companies to adopt a policy, we will carefully consider
existing policies and the company’s incorporation of national standards and best
practices. In addition, we will evaluate the potential enactment of new
regulations, as well as any investment risk related to the specific issue. We
generally support shareholder proposals calling for reports and disclosure while
taking into account existing policies and procedures of the company and whether
the proposal is of added benefit to shareholders.
73.Human
Rights Policies and Reports (SHP)
CASE-BY-CASE
These
proposals may include reporting requests on human rights risk assessments,
humanitarian engagement and mediation policies, working conditions, adopting
policies on supply chain worker fees, and expanding existing policies in these
areas. We recognize that many companies have complex supply chains which have
led to increased awareness of supply chain issues as an investment
risk.
For
proposals requesting companies to adopt a policy, we will carefully consider
existing policies and the company’s incorporation of national standards and best
practices. In addition, we will evaluate the potential enactment of new
regulations, as well as any investment risk related to the specific
issue.
For
proposals addressing forced labor and supply chain management from the human
rights perspective, AB assesses the proposal based on its proprietary framework.
The framework considers factors such as oversight of the issue, risk
identification process, action plan to mitigate risks, the effectiveness of the
action plan, and future improvement.
We
generally support shareholder proposals calling for reports and disclosure while
taking into account existing policies and procedures of the company and whether
the proposed information is of added benefit to shareholders.
74.Include
Sustainability as a Performance Measure (SHP)
CASE-BY-CASE
We
believe management and directors should be given latitude in determining
appropriate performance measurements. While doing so, consideration should be
given to how long-term sustainability issues might affect future company
performance. Therefore, we will evaluate on a case-by-case basis proposals
requesting companies to consider incorporating specific, measurable, practical
goals consisting of sustainability principles and environmental impacts as
metrics for incentive compensation and how they are linked with our objectives
as long-term shareholders.
75.Lobbying
and Political Spending (SHP) FOR
We
generally vote in favor of proposals requesting increased disclosure of
political contributions and lobbying expenses, including those paid to trade
organizations and political action committees, whether at the federal, state, or
local level. These proposals may increase transparency.
76.Other
Business AGAINST
In
certain jurisdictions, these proposals allow management to act on issues that
shareholders may raise at the annual meeting. Because it is impossible to know
what issues may be raised, we will vote against these proposals.
77.Reimbursement
of Shareholder Expenses (SHP) AGAINST
These
shareholder proposals would require companies to reimburse the expenses of
shareholders who submit proposals that receive a majority of votes cast or the
cost of proxy contest expenses. We generally vote against these proposals,
unless reimbursement occurs only in cases where management fails to implement a
majority passed shareholder proposal, in which case we may vote in
favor.
78.Sustainability
Report (SHP) FOR
We
generally support shareholder proposals calling for reports and disclosure
related to sustainability while taking into account existing policies and
procedures of the company and whether the proposed information is of added
benefit to shareholders.
79.Work
Place: Diversity (SHP) FOR
We
generally support shareholder proposals calling for reports and disclosure
surrounding workplace diversity while taking into account existing policies and
procedures of the company and whether the proposed information is of added
benefit to shareholders.
We
generally support proposals requiring a company to amend its Equal Employment
Opportunity policies to prohibit workplace discrimination based on sexual
orientation and gender identity.
80.Work
Place: Gender Pay Equity(SHP) FOR
A
report on pay disparity between genders typically compares the difference
between male and female median earnings expressed as a percentage of male
earnings and may include, (i) statistics and rationale explanation pertaining to
changes in the size of the gap, (ii) recommended actions, and (iii) information
on whether greater oversight is needed over certain aspects of the company’s
compensation policies. In the U.S., we are generally supportive of proposals to
require companies to make similar assessments and disclosure related to the pay
disparity between different gender and ethnic/racial groups. Shareholder
requests to place a limit on a global median ethnic/racial pay gap will be
assessed based on the cultural and the legal context of markets to which the
company is exposed.
The
SEC requires US issuers with fiscal years ending on or after January 1, 2017, to
contrast CEO pay with median employee pay. This requirement, however, does not
specifically address gender pay equity issues in such pay disparity
reports.
Accordingly,
we will generally support proposals requiring gender pay metrics, taking into
account the specific metrics and scope of the information requested and whether
the SEC’s requirement renders the proposal unnecessary.
4.CONFLICTS
OF INTEREST
4.1INTRODUCTION
As
a fiduciary, we always must act in our clients’ best interests. We strive to
avoid even the appearance of a conflict that may compromise the trust our
clients have placed in us, and we insist on strict adherence to fiduciary
standards and compliance with all applicable federal and state securities laws.
We have adopted a comprehensive Code of Business Conduct and Ethics
(“Code”)
to help us meet these obligations. As part of this responsibility and as
expressed throughout the Code, we place the interests of our clients first and
attempt to avoid any perceived or actual conflicts of interest.
AB
recognizes that potentially material conflicts of interest arise when we engage
with a company or vote a proxy solicited by an issuer that sponsors a retirement
plan we manage (or administer), that distributes AB-sponsored mutual funds, or
with which AB or one or more of our employees have another business or personal
relationship, and that such conflicts could affect how we vote on the issuer’s
proxy. Similarly, potentially material conflicts of interest arise when engaging
with and deciding how to vote on a proposal sponsored or supported by a
shareholder group that is a client. In order to address any perceived or actual
conflict of interest, the procedures set forth below in sections 4.2 through 4.8
have been established for use when we encounter a potential conflict to ensure
that our engagement activities and voting decisions are in our clients’ best
interest consistent with our fiduciary duties and seek to maximize shareholder
value.
4.2ADHERENCE
TO STATED PROXY VOTING POLICIES
Votes
generally are cast in accordance with this policy3.
In situations where our Policy involves a case-by-case assessment, the following
sections provide criteria that will guide our decision. In situations where our
Policy on a particular issue involves a case-by-case assessment and the vote
cannot be clearly decided by an application of our stated Policy, a member of
the Committee or his/her designee will make the voting decision in accordance
with the basic principle of our Policy to vote proxies with the intention of
maximizing the value of the securities in our client accounts. In these
situations, the voting rationale must be documented either on the voting
platform of our proxy services vendor, by retaining relevant emails or another
appropriate method. Where appropriate, the views of investment professionals are
considered. All votes cast contrary to our stated voting Policy on specific
issues must be documented. If a proxy vote involves a potential conflict of
interest, the voting decision will be determined in accordance with the
processes outlined in section 4.5 of the Policy. On an annual basis, the
Committee will receive and review a report of all such votes so as to confirm
adherence with the Policy.
4.3DISCLOSURE
OF CONFLICTS
When
considering a proxy proposal, members of the Committee or investment
professionals involved in the decision-making process must disclose to the
Committee any potential conflict (including personal relationships) of which
they are aware and any substantive contact that they have had with any
interested outside party (including the issuer or shareholder group sponsoring a
proposal) regarding the proposal. Any previously unknown conflict will be
recorded on the Potential Conflicts List (discussed below). If a member of the
Committee has a material conflict of interest, he or she generally must recuse
himself or herself from the decision-making process.
4.4POTENTIAL
CONFLICTS LIST
No
less frequently than annually, a list of companies and organizations whose
engagement and proxies may pose potential conflicts of interest is compiled by
the Legal and Compliance Department (the “Potential
Conflicts List”).
The Potential Conflicts List generally includes:
ª Publicly-traded
Clients of AB;
ª Publicly-traded
companies that distribute AB mutual funds;
ª Bernstein
private clients who are directors, officers, or 10% shareholders of publicly
traded companies;
ª Publicly-traded
companies that are sell-side clients of our affiliated broker-dealer,
SCB&Co.;
ª Companies
where an employee of AB or AXA Equitable Holdings, Inc., the parent company of
AB, has identified an interest;
ª Publicly-traded
affiliated companies;
ª Clients
who sponsor, publicly support or have material interest in a proposal upon which
we will be eligible to vote;
ª Publicly-traded
companies targeted by the AFL-CIO for engagement and voting;
3
From time to time a client may request that we vote their proxies consistent
with AFL-CIO guidelines or the policy of the National Association of Pension
Funds. In those situations, AB reserves the right to depart from those policies
if we believe it to be in the client’s best interests.
ª Any
other company subject to a material conflict of which a Committee member becomes
aware4.
We
determine our votes for all meetings of companies that may present a conflict by
applying the processes described in Section 4.5 below. We document all instances
when the Conflicts Officer determines our vote.
4.5DETERMINE
EXISTENCE OF CONFLICT OF INTEREST
When
we encounter a potential conflict of interest, we review our proposed vote using
the following analysis to ensure our voting decision is in the best interest of
our client
ª If
our proposed vote is explicitly addressed by and consistent with the Policy, no
further review is necessary.
ª
If our proposed vote is contrary to the Policy (i.e., requires a case-by-case
assessment or is not covered by the Policy), the vote will be presented to the
Conflicts Officer. The Conflicts Officer’s review will be documented using a
Proxy Voting Conflict of Interest Form (a copy of which is attached hereto). The
Conflicts Officer will determine whether the proposed vote is reasonable. If the
Conflicts Officer cannot determine that the proposed vote is reasonable, the
Conflicts Officer may instruct AB to refer the votes back to the client(s) or
take other actions as the Conflicts Officer deems appropriate in light of the
facts and circumstances of the particular potential conflict. The Conflicts
Officer may take or recommend that AB take the following steps:
ª Recuse
or “wall-off” certain personnel from the proxy voting process;
ª Confirm
whether AB’s proposed vote is consistent with the voting recommendations of our
proxy research services vendor; or
ª Take
other actions as the Conflicts Officer deems appropriate.
4.6REVIEW
OF THIRD-PARTY PROXY SERVICE VENDORS
AB
engages one or more Proxy Service Vendors to provide voting recommendations and
voting execution services. From time to time, AB will evaluate each Proxy
Service Vendor’s services to assess that they are consistent with this Policy
and the best interest of our clients. This evaluation may include: (i) a review
of pre-populated votes on the Proxy Service
Vendor’s
electronic voting platform before such votes are cast, and (ii) a review of
policies that address the consideration of additional information that becomes
available regarding a proposal before the vote is cast. AB will also
periodically review whether Proxy Service Vendors have the capacity and
competency to adequately analyze proxy issues and provide the necessary services
to AB. AB will consider, among other things, the adequacy and quality of the
Proxy Service Vendor’s staffing, personnel and/or technology, as well as whether
the Proxy Service Vendor has adequate disclosures regarding its methodologies in
formulating voting recommendations. If applicable, we will also review whether
any potential factual errors, incompleteness or methodological weaknesses
materially affected the Proxy Service Vendor’s services and the
effectiveness
of the Proxy Service Vendor’s procedures for obtaining current and accurate
information relevant to matters included in its research.
The
Committee also takes reasonable steps to review the Proxy Service Vendor’s
policies and procedures addressing conflicts of interest and verify that the
Proxy Service Vendor(s) to which we have a full- level subscription is, in fact,
independent based on all of the relevant facts and circumstances. This includes
reviewing each Proxy Service Vendor’s conflict management procedures on an
annual basis. When reviewing these conflict management procedures, we will
consider, among other things, (i) whether the Proxy Service Vendor has adequate
policies and procedures to identify, disclose, and address actual and potential
conflicts of interest; and (ii) whether the Proxy Service Vendor provides
adequate disclosure of actual and potential conflicts of interest with respect
to the services provided to AB by the Proxy Service Vendor and (iii) whether the
Proxy Service Vendor’s policies and procedures utilize technology in delivering
conflicts disclosure; and (iv) can offer research in an impartial manner and in
the best interests of our clients.
4.7CONFIDENTIAL
VOTING
It
is AB’s policy to support confidentiality before the actual vote has been cast.
Employees are prohibited from revealing how we intend to vote except to (i)
members of the Committee; (ii) Portfolio Managers who hold the security in their
managed accounts; (iii) the Research Analyst(s) who cover(s) the security; (iv)
clients, upon request, for the securities held in their portfolios; (v) clients
who do not hold the security or for whom AB does not have proxy voting
authority, but who provide AB with a signed a Non-Disclosure Agreement; or (vi)
declare our stance on an ESG related shareholder proposal(s) that is (are)
deemed material for the issuer’s business for generating long-term value in our
clients’ best interests. Once the votes have been cast for our mutual fund
clients, they are made public in
4
The Committee must notify the Legal and Compliance Department promptly of any
previously unknown conflict.
accordance
with mutual fund proxy vote disclosures required by the SEC, and we generally
post all votes to our public website one business day after the meeting
date.
We
may participate in proxy surveys conducted by shareholder groups or consultants
so long as such participation does not compromise our confidential voting
policy. Specifically, prior to our required SEC disclosures each year, we may
respond to surveys asking about our proxy voting policies, but not any specific
votes. After our mutual fund proxy vote disclosures required by the SEC each
year have been made public and/or votes have been posted to our public website,
we may respond to surveys that cover specific votes in addition to our voting
policies.
On
occasion, clients for whom we do not have proxy voting authority may ask us how
AB’s Policy would be implemented. A member of the Committee or one or more
members of Responsibility team may provide the results of a potential
implementation of the AB policy to the client’s account subject to an
understanding with the client that the implementation shall remain
confidential.
Any
substantive contact regarding proxy issues from the issuer, the issuer’s agent
or a shareholder group sponsoring a proposal must be reported to the Committee
if such contact was material to a decision to vote contrary to this
Policy.
Routine
administrative inquiries from proxy solicitors need not be
reported.
4.8A
NOTE REGARDING AB'S STRUCTURE
AB
and AllianceBernstein Holding L.P. (“AB
Holding”)
are Delaware limited partnerships. As limited partnerships, neither company is
required to produce an annual proxy statement or hold an annual shareholder
meeting. In addition, the general partner of AB and AB Holding,
AllianceBernstein Corporation is a is an indirect wholly owned subsidiary of
Equitable Holdings, Inc.
As
a result, most of the positions we express in this Proxy Voting Policy are
inapplicable to our business. For example, although units in AB Holding are
publicly traded on the New York Stock Exchange (“NYSE”),
the NYSE Listed Company Manual exempts limited partnerships and controlled
companies from compliance with various listing requirements, including the
requirement that our board have a majority of independent
directors.
5.VOTING
TRANSPARENCY
We
publish our voting records on our
website(http://vds.issproxy.com/SearchPage.php?CustomerID=447) one business day
after the shareholder meeting date for each issuer company. Many clients have
requested that we provide them with periodic reports on how we voted their
proxies. Clients may obtain information about how we voted proxies on their
behalf by contacting their Advisor.
6.RECORDKEEPING
All
of the records referenced below will be kept in an easily accessible place for
at least the length of time required by local regulation and custom, and, if
such local regulation requires that records are kept for less than six (6) years
from the end of the fiscal year during which the last entry was made on such
record, we will follow the US rule of of six (6) or more years. If the local
regulation requires that records are kept for more than six (6) or more years,
we will comply with the local regulation. We maintain the vast majority of these
records electronically.
6.1PROXY
VOTING AND GOVERNANCE POLICY
The
Policy shall be maintained in the Legal and Compliance Department and posted on
our company intranet and on the AB website: https://www.alliancebernstein.com/abcom/web/linkedsite.aspx?key=ab.retail.proxyvoting.mf
6.2PROXY
STATEMENTS RECEIVED REGARDING CLIENT SECURITIES
For
US Securities5,
AB relies on the SEC to maintain copies of each proxy statement we receive
regarding client securities. For Non-US Securities, we rely on ISS, our proxy
voting agent, to retain such proxy statements.
6.3RECORDS
OF VOTES CAST ON BEHALF OF CLIENTS
Records
of votes cast by AB are retained electronically by our proxy research service
vendor.
6.4RECORDS
OF CLIENTS REQUESTS FOR PROXY VOTING INFORMATION
Copies
of written requests from clients for information on how AB voted their proxies
shall be maintained by the Legal and Compliance Department. Responses to written
and oral requests for information on how we voted clients’ proxies will be kept
in the Client Group.
5
US securities are defined as securities of issuers required to make reports
pursuant to §12 of the Securities Exchange Act of 1934, as amended. Non-US
securities are defined as all other securities.
6.5DOCUMENTS
PREPARED BY AB THAT ARE MATERIAL TO VOTING DECISIONS
The
Committee is responsible for maintaining documents prepared by the Committee or
any AB employee that were material to a voting decision. Therefore, where an
investment professional’s opinion is essential to the voting decision, the
recommendation from investment professionals must be made in writing to the A
member of Responsible Investment team.
7.PROXY
VOTING PROCEDURES
7.1VOTE
ADMINISTRATION
In
an effort to increase the efficiency of voting proxies, AB uses ISS to act as
its voting agent for our clients’ holdings globally.
Issuers
initially send proxy information to the custodians of our client accounts. We
instruct these custodian banks to direct proxy related materials to ISS’s
offices. ISS provides us with research related to eachresolution and
pre-populates certain ballots based on the guidelines contained in this Policy.
Members of Responsibility team assess the proposals via ISS’s web platform,
ProxyExchange, and submit all votes electronically. ISS then returns the proxy
ballot forms to the designated returnee for tabulation. In addition, AB’s proxy
votes are double-checked in a two-tiered approach. Votes for significant
holdings, as defined by our stake, are reviewed real-time by an offshore team to
verify that the executed votes are in-line with our Policy. Votes outside of the
significant holdings universe are sampled and reviewed on a monthly basis by the
members of Responsibility team to ensure their compliance with our
Policy.
If
necessary, any paper ballots we receive will be voted online using ProxyVote or
via mail or fax.
7.2SHARE
BLOCKING
Proxy
voting in certain countries requires “share blocking.” Shareholders wishing to
vote their proxies must deposit their shares shortly before the date of the
meeting (usually one week) with a designated depositary. During this blocking
period, shares that will be voted at the meeting cannot be sold until the
meeting has taken place and the shares are returned to the clients’ custodian
banks. We may determine that the value of exercising the vote is outweighed by
the detriment of not being able to sell the shares during this period. In cases
where we want to retain the ability to trade shares, we may determine to not
vote those shares.
We
seek to vote all proxies for securities held in client accounts for which we
have proxy voting authority. However, in some markets administrative issues
beyond our control may sometimes prevent us from voting such proxies. For
example, we may receive meeting notices after the cut-off date for voting or
without enough time to fully consider the proxy. Similarly, proxy materials for
some issuers may not contain disclosure sufficient to arrive at a voting
decision, in which cases we may abstain from voting. Some markets outside the US
require periodic renewals of powers of attorney that local agents must have from
our clients prior to implementing our voting instructions.
AB
will abstain from voting (which generally requires submission of a proxy voting
card) or affirmatively decide not to vote if AB determines that abstaining or
not voting would be in the applicable client's best interest. In making such a
determination, AB will consider various factors, including, but not limited to:
(i) the costs associated with exercising the proxy (e.g., translation or travel
costs); (ii) any legal restrictions on trading resulting from the exercise of a
proxy (e.g., share-blocking jurisdictions); (iii) whether AB’s clients have sold
the underlying securities since the record date for the proxy; and (iv) whether
casting a vote would not reasonably be expected to have a material effect on the
value of the client’s investment.
7.3LOANED
SECURITIES
Many
of our clients have entered into securities lending arrangements with agent
lenders to generate additional revenue. We will not be able to vote securities
that are on loan under these types of arrangements. However, under rare
circumstances, for voting issues that may have a significant impact on the
investment, we may request that clients or custodians recall securities that are
on loan if we determine that the benefit of voting outweighs the costs and lost
revenue to the client or fund and the administrative burden of retrieving the
securities. For the SRI labeled Thematic funds, we recall U.S. securities on
loan to vote proxies and have discontinued lending for non-U.S. securities.
If
you have questions or desire additional information about this Policy, please
contact the Proxy Team at: [email protected].
PROXY
VOTING AND GOVERNANCE COMMITTEE MEMBERS
PROXY
VOTING GUIDELINE SUMMARY
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Shareholder
Proposal |
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For |
Against |
Case-by-Case |
Board
and Director Proposals |
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Board
Diversity |
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+ |
+ |
Establish
New Board Committees and Elect Board Members with Specific
Expertise |
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+ |
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Changes
in Board Structure and Amending the Articles of Incorporation |
+ |
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Classified
Boards |
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+ |
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Director
Liability and Indemnification |
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+ |
+ |
Disclose
CEO Succession Plan |
+ |
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Election
of Directors |
+ |
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Controlled
Company Exemption |
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+ |
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Voting
for Director Nominees in a Contested Election |
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+ |
+ |
Independent
Lead Director |
+ |
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+ |
Limit
Term of Directorship |
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+ |
+ |
Majority
of Independent Directors |
+ |
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+ |
Majority
of Independent Directors on Key Committees |
+ |
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+ |
Majority
Votes for Directors |
+ |
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+ |
Removal
of Directors Without Cause |
+ |
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+ |
Require
Independent Board Chairman |
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+ |
+ |
Require
Two Candidates for Each Board Seat |
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+ |
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Compensation
Proposals |
+ |
Elimination
of Single Trigger Change-in-Control Agreements |
+ |
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+ |
Pro
Rata Vesting of Equity Compensation Awards-Change of Control |
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+ |
+ |
Adopt
Policies to Prohibit any Death Benefits to Senior Executives |
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+ |
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+ |
Advisory
Vote to Ratify Directors’ Compensation |
+ |
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+ |
Amend
Executive Compensation Plan Tied to Performance (Bonus Banking) |
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+ |
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Approve
Remuneration for Directors and Auditors |
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+ |
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Approve
Remuneration Reports |
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+ |
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Approve
Retirement Bonuses for Directors (Japan and South Korea) |
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+ |
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Approve
Special Payments to Continuing Directors and Auditors (Japan) |
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+ |
+ |
Disclose
Executive and Director Pay |
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+ |
+ |
Exclude
Pension Income from Performance-Based Compensation |
+ |
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Executive
and Employee Compensation Plans |
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+ |
+ |
Limit
Dividend Payments to Executives |
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+ |
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+ |
Limit
Executive Pay |
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+ |
+ |
Mandatory
Holding Periods |
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+ |
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+ |
Performance-Based
Stock Option Plans |
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+ |
+ |
Prohibit
Relocation Benefits to Senior Executives |
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+ |
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+ |
Recovery
of Performance-Based Compensation |
+ |
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+ |
Submit
Golden Parachutes/Severance Plans to a Shareholder Vote |
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+ |
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+ |
Submit
Golden Parachutes/Severance Plans to a Shareholder Vote prior to their
being Negotiated by Management |
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+ |
+ |
Submit
Survivor Benefit Compensation Plans to a Shareholder Vote |
+ |
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Capital
Changes and Anti-Take Over Proposals |
+ |
Amend
Exclusive Forum Bylaw |
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+ |
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Amend
Net Operating Loss (“NOL”) Rights Plans |
+ |
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Authorize
Share Repurchase |
+ |
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Blank
Check Preferred Stock |
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+ |
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Corporate
Restructurings, Merger Proposals and Spin-Offs |
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+ |
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Elimination
of Preemptive Rights |
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+ |
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Shareholder
Proposal |
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For |
Against |
Case-by-Case |
+ |
Expensing
Stock Options |
+ |
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Fair
Price Provisions |
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+ |
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Increase
Authorized Common Stock |
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+ |
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Issuance
of Equity without Preemptive Rights |
+ |
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Issuance
of Stock with Unequal Voting Rights |
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+ |
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Net
Long Position Requirement |
+ |
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Reincorporation |
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+ |
+ |
Reincorporation
to Another jurisdiction to Permit Majority Voting or Other Changes in
Corporate Governance |
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+ |
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Stock
Splits |
+ |
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+ |
Submit
Company’s Shareholder Rights Plan to a Shareholder Vote |
+ |
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Transferrable
Stock Options |
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+ |
Auditor
Proposals |
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Appointment
of Auditors |
+ |
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Approval
of Financial Statements |
+ |
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Approval
of Internal Statutory Auditors |
+ |
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+ |
Limit
Compensation Consultant Services |
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+ |
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Limitation
of Liability of External Statutory Auditors (Japan) |
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+ |
+ |
Separating
Auditors and Consultants |
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+ |
Shareholder
Access & Voting Proposals |
+ |
A
Shareholder’s Right to Call Special Meetings |
+ |
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+ |
Adopt
Cumulative Voting |
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+ |
+ |
Adopt
Cumulative Voting in Dual Shareholder Class Structures |
+ |
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+ |
Early
Disclosure of Voting Results |
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+ |
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+ |
Implement
Confidential Voting |
+ |
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Limiting
a Shareholder’s Right to Call Special Meetings |
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+ |
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+ |
Permit
a Shareholder’s Right to Act by Written Consent |
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+ |
+ |
Proxy
Access for Annual Meetings |
+ |
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Reduce
Meeting Notification from 21 Days to 14 Days (UK) |
+ |
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+ |
Rotation
of Locale for Annual Meeting |
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+ |
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+ |
Shareholder
Proponent Engagement Process |
+ |
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Supermajority
Vote Requirements |
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+ |
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Environmental
& Social, Disclosure Proposals |
+ |
Animal
Welfare |
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+ |
+ |
Climate
Change |
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+ |
+ |
Carbon
Accounting |
+ |
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+ |
Carbon
Risk |
+ |
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+ |
Charitable
Contributions |
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+ |
+ |
Environmental
Proposals |
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+ |
+ |
Genetically
Altered or Engineered Food and Pesticides |
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+ |
+ |
Health
Proposals |
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+ |
+ |
Pharmaceutical
Pricing (US) |
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+ |
+ |
Human
Rights Policies and Reports |
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+ |
+ |
Include
Sustainability as a Performance Measure (SHP) |
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+ |
+ |
Lobbying
and Political Spending |
+ |
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+ |
Other
Business |
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+ |
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+ |
Reimbursement
of Shareholder Expenses |
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+ |
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+ |
Sustainability
Report |
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+ |
+ |
Work
Place: Diversity |
+ |
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+ |
Work
Place: Pay Disparity |
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+ |
PROXY
VOTING CONFLICT OF INTEREST FORM
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Name
of Security |
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Date
of Shareholder Meeting |
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Short
Description of the conflict (client, mutual fund distributor,
etc.): |
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1. |
Is
our proposed vote on all issues explicitly addressed by, and consistent
with our stated proxy voting policy? |
☐
Yes |
☐
No |
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If
yes, stop here and sign below as no further review is necessary. |
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2. |
Is
our proposed vote on consistant with our client's recommended vote
? |
☐
Yes |
☐
No |
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If
yes, stop here and sign below as no further review is necessary. |
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3. |
Is
our proposed vote consistent with the views of Institutional Shareholder
Services? |
☐
Yes |
☐
No |
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If
yes, stop here and sign below as no further review is necessary. |
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Please
attach a memo containing the following information and documentation supporting
the proxy voting decision:
ª A
list of the issue(s) where our proposed vote is contrary to our stated Policy
(director election, cumulative voting, compensation)
ª A
description of any substantive contact with any interested outside party and a
proxy voting and governance committee or an AB investment professional that was
material to our voting decision. Please include date, attendees, titles,
organization they represent and topics discussed. If there was no such contact,
please note as such.
ª If
the Independent Compliance Officer has NOT determined that the proposed vote is
reasonable, please explain and indicate what action has been, or will be
taken.
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AB
Conflicts Officer Approval (if necessary. Email approval is
acceptable.): |
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Prepared
by: |
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I
hereby confirm that the proxy voting decision referenced on this form is
reasonable. |
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Print
Name: |
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AB
Conflicts Officer |
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Date: |
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Date: |
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Please
return this completed form and all supporting documentation to the Conflicts
Officer in the Legal and Compliance Department and keep a copy for your
records.
(Barrow
Hanley Global Investors Logo)
Proxy
Voting Policy
Barrow
Hanley has accepted responsibility to vote proxies for equity securities for its
clients who have delegated this responsibility to us, and the Firm’s policy is
to vote our clients’ proxies in the best economic interests of our clients, the
beneficial owners of the shares. Barrow Hanley has adopted this Proxy Voting
Policy, and maintains written procedures for handling research, voting,
reporting of proxy votes, and making appropriate disclosures about proxy voting
on behalf of our clients.
It
is Barrow Hanley’s policy to vote all clients’ proxies the same based on this
Proxy Voting Policy and Barrow Hanley’s Proxy Voting Guidelines. If or when
additional costs to clients are identified in association with voting the
client’s proxy, Barrow Hanley will determine whether such costs exceed the
expected economic benefit of voting the proxy and may determine that abstaining
from voting is the better action for ERISA Plan clients. However, if/when such
voting costs are borne by Barrow Hanley and not by the client, all proxies will
be voted for all clients. Barrow Hanley’s Proxy Voting Guidelines provide a
framework for assessing proxy proposals. Disclosure information about the Firm’s
Proxy Voting is included in Barrow Hanley’s Form ADV Part 2.
To
assist in the proxy voting process, at its own expense Barrow Hanley retains the
services of Glass Lewis & Co. Glass Lewis provides:
•Research
on corporate governance, financial statements, business, legal and accounting
risks;
•Proxy
voting recommendations, including ESG voting guidelines;
•Portfolio
accounting and reconciliation of shareholdings for voting purposes;
•Proxy
voting execution, record keeping, and reporting services.
Proxy
Oversight Committee, Proxy Coordinators, and Proxy Voting Committee
•Barrow
Hanley’s Proxy Oversight Committee is responsible for implementing and
monitoring Barrow Hanley’s proxy voting policy, procedures, disclosures and
recordkeeping, including outlining our voting guidelines in our procedures.
•The
Proxy Oversight Committee conducts periodic reviews to monitor and ensure that
the Firm’s policy is observed, implemented properly, and amended or updated, as
appropriate.
•The
Proxy Oversight Committee is made up of the CCO, the Responsible Investing
Committee Lead, the Head of Investment Operations, the ESG Research Coordinator,
and an At-Large Portfolio Manager.
•Proxy
Coordinators are assigned from the Investment Operations
department.
•Proxy
Coordinators review and organize the data and recommendations provided by the
proxy service.
•Proxy
Coordinators are responsible for ensuring that the proxy ballots are routed to
the appropriate research analyst based on industry sector coverage.
•Research
Analysts review and evaluate proxy proposals and make recommendations to the
Proxy Voting Committee to ensure that votes are consistent with the Firm’s
analysis and are in the best economic interest of the shareholders, our clients.
•Equity
Portfolio Managers are members of the Proxy Voting Committee.
•Equity
Portfolio Managers vote proxy proposals based on shareholders’ economic
interests utilizing the Firm’s Proxy Voting Guidelines, internal research
recommendations, and the research from Glass Lewis. Proxy votes must be approved
by the Proxy Voting Committee before submitting to the proxy service
provider.
•Proxies
for the Diversified Small Cap Value accounts are voted in accordance with the
proxy service provider’s recommendations for the following reasons:
◦Investments
are based on a quantitative model. Fundamental research is not performed for the
holdings.
◦The
holding period is too short to justify the time for analysis to
vote.
Conflicts
of Interest
Potential
conflicts may arise when:
•Clients
elect to participate in securities lending arrangements; in such cases, the
votes follow the shares, and because Barrow Hanley has no information about
clients’ shares on loan, the proxies for those shares may not be
voted.
•Barrow
Hanley invests in equity securities of corporations who are also clients of the
Firm; in such cases, Barrow Hanley seeks to mitigate potential conflicts
by:
◦Making
voting decisions for the benefit of the shareholder(s), our
clients;
◦Uniformly
voting every proxy based on Barrow Hanley’s internal research and consideration
of Glass Lewis’ recommendations; and
◦Documenting
the votes of companies who are also clients of the Firm.
•If
a material conflict of interest exists, members from the Proxy Voting and
Oversight Committees will determine if the affected clients should have an
opportunity to vote their proxies themselves, or whether Barrow Hanley will
address the specific voting issue through other objective means, such as voting
the proxies in a manner consistent with a predetermined voting policy or
accepting the voting recommendation of Glass Lewis.
Other
Policies and Procedures
•Barrow
Hanley sends a daily electronic transfer of equity positions to the proxy
service provider.
•The
proxy service provider identifies accounts eligible to vote for each security
and posts the proposals and research on its secure, proprietary online
system.
•Barrow
Hanley sends a proxy report to clients at least annually (or as requested by
client), listing the number of shares voted and disclosing how proxies were
voted.
•Voting
records are retained on the network, which is backed up daily. The proxy service
provider retains records for seven years.
•Barrow
Hanley’s Proxy Voting Guidelines are available upon request by calling: (214)
665-1900, or by e-mailing: [email protected].
BARROW,
HANLEY, MEWHINNEY
& STRAUSS, LLC
•Proxy
coordinators retain the following proxy records for at least seven
years:
◦These
policies and procedures and any amendments;
◦Proxy
statements received regarding our clients’ securities;
◦A
record of each proxy voted;
◦Proxy
voting reports that are sent to clients annually;
◦Any
document Barrow Hanley created that was material to making a decision on how to
vote proxies, or that memorializes that decision; and
◦Records
of any client’s request for proxy voting information.
Clients
may elect to participate in securities lending programs through their custodial
bank. Typically, Barrow Hanley is not notified of shares on loan, and whether
shares are loaned is not considered when our Portfolio Manager’s make and
implement investment selection. When we determine a proxy voting issue to be of
material significance, Barrow Hanley makes a best-efforts attempt to alert
clients and their custodial bank to recall shares from loan so that we can vote
the proxies. In this context, Barrow Hanley defines material significance to be
any proxy issue deemed by our investment team to have significant economic
impact or likely cause a market movement. The ultimate decision on whether or
not to recall shares is the responsibility of the client.
Voting
Debt and/or Bank Loan Securities
Barrow
Hanley has the responsibility to vote proxies and related interests for its
clients who have delegated this responsibility to the Firm, which may include
voting on proposals, amendments, consents, or resolutions solicited by or in
respect to the issuers of securities, including Bank Loan debt instruments.
Barrow Hanley votes proxies and related interests in the best interest of the
securities’ owners, its clients.
Exceptions
Limited
exceptions may be permitted based on a client’s circumstances, such as foreign
regulations that create a conflict with U.S. practices, expenses to facilitate
voting when the costs outweigh the benefit of voting the proxies, or other
circumstances.
BARROW,
HANLEY, MEWHINNEY
& STRAUSS, LLC
BlackRock
Investment
Stewardship
Global
Principles
Effective
as of January 2022
BlackRock
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Contents |
|
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|
Introduction
to BlackRock |
3 |
|
Philosophy
on investment stewardship |
3 |
|
Key
themes |
4 |
|
Boards
and directors |
5 |
|
Auditors
and audit-realted issues |
6 |
|
Capital
structure, mergers, asset sales and other special transactions |
7 |
|
Compensation
and benefits |
8 |
|
Environmental
and social issues |
8 |
|
General
corporate governance matters and shareholder protections |
10 |
|
Shareholder
proposals |
10 |
|
BlackRock’s
oversight of our investment stewardship activities |
11 |
|
Vote
execution |
12 |
|
Conflicts
management policies and procedures |
12 |
|
Securities
Lending |
13 |
|
Voting
guidelines |
14 |
|
Reporting
and vote transparency |
14 |
|
The
purpose of this document is to provide an overarching explanation of BlackRock’s
approach globally to our responsibilities as a shareholder on behalf of our
clients, our expectations of companies, and our commitments to clients in terms
of our own governance and transparency.
BlackRock
Investment Stewardship Global Principals 2
Introduction
to BlackRock
BlackRock’s
purpose is to help more and more people experience financial well-being. We
manage assets on behalf of institutional and individual clients, across a full
spectrum of investment strategies, asset classes and regions. Our client base
includes pension plans, endowments, foundations, charities, official
institutions, insurers and other financial institutions, as well as individuals
around the world. As part of our fiduciary duty to our clients, we have
determined that it is generally in the best long-term interest of our clients to
promote sound corporate governance through voting as an informed, engaged
shareholder. At BlackRock, this is the responsibility of the Investment
Stewardship Team.
Philosophy
on investment stewardship
Companies
are responsible for ensuring they have appropriate governance structures to
serve the interests of shareholders and other key stakeholders. We believe that
there are certain fundamental rights attached to shareholding. Companies and
their boards should be accountable to shareholders and structured with
appropriate checks and balances to ensure that they operate in shareholders’
best interests to create sustainable value. Shareholders should have the right
to vote to elect, remove and nominate directors, approve the appointment of the
auditor, and amend the corporate charter or by-laws. Shareholders should be able
to vote on key board decisions that are material to the protection of their
investment, including but not limited to, changes to the purpose of the
business, dilution levels and pre-emptive rights, and the distribution of income
and capital structure. In order to make informed decisions, we believe that
shareholders have the right to sufficient and timely information.In addition,
shareholder voting rights should be proportionate to their economic
ownership—the principle of “one share, one vote” helps achieve this
balance.
Consistent
with these shareholder rights, we believe BlackRock has a responsibility to
monitor and provide feedback to companies, in our role as stewards of our
clients' investments. Investment Stewardship is how we use our voice as an
investor to promote sound corporate governance and business practices to help
maximize long- term shareholder value for our clients, the vast majority of whom
are investing for long-term goals such as retirement. BlackRock Investment
Stewardship ("BIS") does this through engagement with management teams and/or
board members on material business issues including but not limited to
environmental, social and governance ("ESG") matters, and for those who have
given us authority, through voting proxies in their best long-term economic
interests. We also participate in the public diologue to help shape global norms
and industry standards with the goal of a policy framework consistent with our
clients' interests as long-term shareholders.
BlackRock
looks to companies to provide timely, accurate, and comprehensive disclosure on
all material governance and business matters, including ESG-related issues. This
transparency allows shareholders to appropriately understand and assess how
relevant risks and opportunities are being effectively identified and managed.
Where company reporting and disclosure is inadequate or we believe the approach
taken is inconsistent with sustainable long-term value creation, we will engage
with a company and/or vote in manner to encourages progress.
BlackRock
views engagement as an important activity; engagement provides us with the
opportunity to improve our understanding of the business and risks and
opportunities that are material to the companies in which our clients invest,
including those related to ESG. Engagement also informs our voting decisions. As
long-term investors on behalf of clients, we seek to have regular and continuing
dialogue with executives and board directors to advance sound governance and
sustainable business practices, as well as to understand the effectiveness of
the company’s management and oversight of material issues. Engagement is an
important mechanism for providing feedback on company practices and disclosures,
particularly where we believe they could be enhanced. Similarly, it provides us
an opportunity to hear directly from company boards and management on how they
believe their actions are aligned with sustainable, long-term value creations.
We primarily engage through direct dialogue but may use other tools such as
written correspondence to share our perspectives.
We
generally vote in support of management and boards that demonstrate an approach
consistent with creating sustainable long-term value. If we have concerns about
a company’s approach, we may choose to explain our expectation to the company's
board and management. Following our engagement, we may signal through our voting
that have outstanding concerns. We apply our regional proxy voting guidelines to
achieve the outcome we believe is most aligned with our clients’ long-term
economic interests.
Key
themes
We
recognize that accepted standards and norms of corporate governance can differ
between markets. However, we
BlackRock
Investment Stewardship Global Principals 3
believe
there are certain fundamental elements of governance practice that are intrinsic
globally to a company's ability to create long-term value. This set of global
themes are set in the this overarching set of principles (the “Principles”)
which are anchored in transparency and accountability. At a minimum, we believe
companies should observe the accepted corporate governance standards in their
domestic market and ask that if they do not, they explain why not doing so
supports sustainable long-term value creation.
These
Principles cover seven key themes:
•Boards
and directors
•Auditors
and audit-related issues
•Capital
structure, mergers, asset sales and other special transactions
•Compensation
and benefits
•Environmental
and social issues
•General
corporate governance matters and shareholder protections
•Shareholder
proposals
Our
regional and market-specific voting guidelines explain how these Principles
inform our voting decisions in relation to specific ballot items for shareholder
meetings.
Boards
and directors
Our
primary focus is on the performance of the board of directors. The 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 and operation of the company. For this reason, BIS sees engaging with
and the election of directors as one of our most important and impactful
responsibilities in the proxy voting context.
We
support boards whose approach is consistent with creating sustainable long-term
value. This includes the effective management of strategic, operational,
Financial, and material ESG factors and the consideration of key stakeholder
interests. The board should establish and maintain a framework of robust and
effective governance mechanisms to support its oversight of the company’s
strategic aims. We look to the board to articulate the effectiveness of these
mechanisms in overseeing the management of business risks and opportunities and
the fulfillment of the company’s purpose. Disclosure of material issues that
affect the company’s long- term strategy and value creation, including material
ESG factors, is essential for shareholders to be able to appropriately
understand and assess how risks are effectively identified, managed, and
mitigated.
Where
a company has not adequately disclosed and demonstrated it has fulled these
responsibilities, we will consider voting against the re-election of directors
whom we consider having particular responsibility for the issue. We assess
director performance on a case-by-case basis and in light of each company’s
circumstances, taking into consideration our assessment of their governance,
business practices that support sustainable, long-term value creation, and
performance. In serving the interests of shareholders, the responsibility of the
board of directors includes, but is not limited to, the following:
•Establishing
an appropriate corporate governance structure
•Supporting
and overseeing management in setting long-term strategic goals, and applicable
measures of value-creation and milestones that will demonstrate progress, and
taking steps to address anticipated or actual obstacles to success
•Providing
oversight on the identification and management of material, business operational
and sustainability-related risks
•Overseeing
the financial resilience of the company, ensuring the integrity of financial
statements, and the robustness
BlackRock
Investment Stewardship Global Principals 4
of
a company's Enterprise Risk Management1
framework
•Making
decisions on matters that require independent evaluation which may include
mergers, acquisitions and dispositions, activist situations or other similar
cases.
•Establishing
appropriate executive compensation structures
•Addressing
business issues, including environmental and social risks and opportunities,
when they have the potential to materially impact the company's long-term
value.
There
should be clear definitions of the role of the board, the committees of the
board and senior management. Set out below are ways in which boards and
directors can demonstrate a commitment to acting in the best interests of all
shareholders. We will seek to engage with the appropriate directors where we
have concerns about the performance of the company, board, or individual
directors and may signal outstanding concerns in our voting.
Regular
accountability
BlackRock
believes that directors should stand for re-election on a regular basis, ideally
annually. In our experience, annual re-elections allow shareholders to reaffirm
their support for board members or hold them accountable for their decisions in
a timely manner. When board members are not re-elected annually, we believe it
is good practice for boards to have a rotation policy to ensure that, through a
board cycle, all directors have had their appointment re-confirmed, with a
proportion of directors being put forward for re-election at each annual general
meeting.
Effective
board composition
Regular
director elections also give boards the opportunity to adjust their composition
in an orderly way to reflect the evolution of the company’s strategy and the
market environment. BlackRock believes it is beneficial for new directors to be
brought onto the board periodically to refresh the group’s thinking and in a
manner that supports both continuity and appropriate succession planning. We
consider the average overall tenure of the board, where we are seeking a balance
between the knowledge and experience of longer-serving members and the fresh
perspectives of newer members.We expect companies to keep under regular review
the effectiveness of their board (including its size), and assess directors
nominated for election or re-election in the context of the composition of the
board as a whole. This assessment should consider a number of factors, including
the potential need to address gaps in skills, experience, diversity, and
independence.
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. These
disclosures should give an understanding of how the collective experience and
expertise of the board aligns with the company’s long-term strategy and business
model. 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
characteristics 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. Self-identified board demographic diversity can usefully be
disclosed in aggregate, consistent with local law. We believe boards
shouldaspire to meaningful diversity of membership, at least consistent with
local regulatory requirements and best practices, while recognizing that
building a strong, diverse board can take time...This position is based on our
view that diversity of perspective and thought – in the board room, 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
outcomes2
. In our experience, greater diversity in the board room contributes to more
robust discussions and more innovative and resilient decisions. Over time,
greater diversity in the
1
Enterprise risk management is a process, effected by the entity’s board of
directors, management, and other personnel, applied in strategy settingggand
across the enterprise, designed to identify potential events that may affect the
entity, and manage risk to be within the risk appetite, to provide reasonable
assurance regarding the achievement of objectives. (Committee of Sponsoring
Organizations of the Treadway Commission (COSO), Enterprise Risk Management —
Integrated Framework, September 2004, New York, NY).
2
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.
http://dx.doi.org/10.1002/job.2031.
BlackRock
Investment Stewardship Global Principals 5
board
room can also promote greater diversity and resilience in the leadership team,
and the workforce more broadly. That diversity can enable companies to develop
businesses that more closely reflect and resonate with the customers and
communities they serve.
We
expect there to be a sufficient number of independent directors, free from
conflicts of interest or undue influence from connected parties, to ensure
objectivity in the decision-making of the board and its ability to oversee
management.
Common
impediments to independence may include but are not limited to:
•Current
or recent employment at the company or a subsidiary
•Being,
or representing, a shareholder with a substantial shareholding in the
company
•Having
any other interest, business or other relationship which could, or could
reasonably be perceived to, materially interfere with a director’s ability to
act in the best interests of the company and its shareholders.
BlackRock
believes that boards are most effective at overseeing and advising management
when there is a senior independent board leader. This director may chair the
board, or, where the chair is also the CEO (or is otherwise not independent), be
designated as a lead independent director. The role of this director is to
enhance the effectiveness of the independent members of the board through
shaping the agenda, ensuring adequate information is provided to the board, and
encouraging independent participation in board deliberations. The lead
independent director or another appropriate director should be available to
shareholders in those situations where an independent director is best placed to
explain and contextualize a company’s approach.
There
are matters for which the board has responsibility that may involve a conflict
of interest for executives or for affiliated directors. BlackRock believes that
objective oversight of such matters is best achieved when the board forms
committees comprised entirely of independent directors. In many markets, these
committees of the board specialize in audit, director nominations, and
compensation matters. An ad hoc committee might also be formed to decide on a
special transaction, particularly one involving a related party, or to
investigate a significant adverse event.
Sufficient
capacity
As
the role and expectations of a director are increasingly demanding, directors
must be able to commit an appropriate amount of time to board and committee
matters. It is important directors have the capacity to meet all of their
responsibilities - including when thereare unforeseen events – and therefore,
they should not take on an excessive number of roles that would impair their
ability to fulfill their duties.
Auditors
and audit-related issues
BlackRock
recognizes the critical importance of financial statements, which should provide
a true and fair picture of a company’s financial condition. Accordingly, the
assumptions made by management and reviewed by the auditor in preparing the
financial statements should be reasonable and justified.
The
accuracy of financial statements, inclusive of financial and non-financial
information, is of paramount importance to BlackRock. Investors increasingly
recognize that a broader range of risks and opportunities have the potential to
materially impact financial performance. Over time, we expect increased scrutiny
of the assumptions underlying financial reports, particularly those that pertain
to the impact of the transition to a low carbon economy on a company’s business
model and asset mix.
In
this context, audit committees, or equivalent, play a vital role in a company’s
financial reporting system by providing independent oversight of the accounts,
material financial and non-financial information, internal control frameworks,
and in the absence of a dedicated risk committee, Enterprise Risk Management
systems. BlackRock believes that effective audit committee oversight strengthens
the quality and reliability of a company’s financial statements and provides an
important level of reassurance to shareholders.
We
hold members of the audit committee or equivalent responsible for overseeing the
management of the audit function. Audit committees or equivalent should have
clearly articulated charters that set out their responsibilities and have a
rotation plan in place that allows for a periodic refreshment of the committee
membership to introduce fresh perspectives to audit oversight.
We
take particular note of critical accounting matters, cases involving significant
financial restatements or ad hoc notifications of material financial weakness.
In this respect, audit committees should provide timely disclosure on the
BlackRock
Investment Stewardship Global Principals 6
remediation
of Key and Critical Audit Matters identified either by the external auditor or
Internal Audit function.
The
integrity of financial statements depends on the auditor being free of any
impediments to being an effective check on management. To that end, we believe
it is important that auditors are, and are seen to be, independent. Where an
audit firm provides services to the company in addition to the audit, the fees
earned should be disclosed and explained. Audit committees should have in place
a procedure for assessing annually the independence of the auditor and the
quality of the external audit process.
Comprehensive
disclosure provides investors with a sense of the company’s long-termo
perational risk management practices and, more broadly, the quality of the
board’s oversight. The audit committee or equivalent, or a dedicated risk
committee, should periodically review the company’s risk assessment and risk
management policies and the significant risks and exposures identified by
management, the internal auditors or the independent accountants, and
management’s steps to address them. In the absence of robust disclosures, we may
reasonably conclude that companies are not adequately managing
risk.
Capital
structure, mergers, asset sales and other special transactions
The
capital structure of a company is critical to shareholders as it impacts the
value of their investment and the priority of their interest in the company
relative to that of other equity or debt investors. Pre-emptive rights are a key
protection for shareholders against the dilution of their
interests.
Effective
voting rights are basic rights of share ownership. We believe strongly in one
vote for one share as a guiding principle that supports effective corporate
governance. Shareholders, as the residual claimants, have the strongest interest
in protecting company value, and voting power should match economic
exposure.
In
principle, we disagree with the creation of a share class with equivalent
economic exposure and preferential, differentiated voting rights. In our view,
this structure violates the fundamental corporate governance principle of
proportionality and results in a concentration of power in the hands of a few
shareholders, thus disenfranchising other shareholders and amplifying any
potential conflict of interest. However, we recognize that in certain markets,
at least for a period of time, companies may have a valid argument for listing
dual classes of shares with differentiated voting rights. We believe that such
companies should review these share class structures on a regular basis or as
company circumstances change. Additionally, they should seek shareholder
approval of their capital structure on a periodic basis via a management
proposal at the company’s shareholder meeting. 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.
In
assessing mergers, asset sales, or other special transactions, BlackRock’s
primary consideration is the long-term economic interests of our clients as
shareholders. Boards proposing a transaction need to clearly explain the
economic and strategic rationale behind it. We will review a proposed
transaction to determine the degree to which it can enhance long-term
shareholder value. We would prefer that proposed transactions have the unanimous
support of the board and have been negotiated at arm’s length. We may seek
reassurance from the board that executives’ and/or board members’ financial
interests in a given transaction have not adversely affected their ability to
place shareholders’ interests before their own. Where the transaction involves
related parties, we would expect the recommendation to support it to come from
the independent directors, and ideally, the terms also have been assessed
through an independent appraisal process. In addition, it is good practice that
it be approved by a separate vote of the non-conflicted parties.
BlackRock
believes that shareholders have a right to dispose of company shares in the open
market without unnecessary restriction. In our view, corporate mechanisms
designed to limit shareholders’ ability to sell their shares are contrary to
basic property rights. Such mechanisms can serve to protect and entrench
interests other than those of the shareholders. We believe that shareholders are
broadly capable of making decisions in their own best interests. We expect any
so-called ‘shareholder rights plans’ proposed by a board to be subject to
shareholder approval upon introduction and periodically thereafter.
BlackRock
Investment Stewardship Global Principals 7
Compensation
and benefits
BlackRock
expects a company’s board of directors to put in place a compensation structure
that incentivizes and rewards executives appropriately consider the specific
circumstances of the company and the key individuals the board is trying to
incentivize. There should be a clear link between variable pay and operational
and financial performance. Performance metrics should be stretching and aligned
with company’s strategy and business model. BIS does not have a position on the
use of ESG-related criteria, but believes that where companies choose to include
them, they should be as rigorous as other financial or operational targets.
Long-term incentive plans should vest over timeframes aligned with the delivery
of long-term shareholder value. Compensation committees should guard against
contractual arrangements that would entitle executives to material compensation
for early termination of their employment. Finally, pension contributions and
other deferred compensation arrangements should be reasonable in light of market
practice...We are not supportive of one-off or special bonuses unrelated to
company or individual performance. Where discretion has been used by the
compensation committee or its equivalent, we expect disclosure relating to how
and why the discretion was used, and 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 ensure competitive pay; however,
we are concerned a rigorous measure of out performance. We encourage companies
to clearly explain how compensation outcomes have rewarded out performance
against peer firms. We believe consideration should be given to building claw
back provisions into incentive plans such that executives would be required to
forgo rewards when they are not justified by actual performance and/or when
compensation was based on faulty financial reporting or deceptive business
practices. We also favor recoupment from any senior executive whose behavior
caused aterial financial harm to shareholders, material reputational risk to the
company, or resulted in a criminal investigation, even if such actions did not
ultimately result in a material restatement of past results...Non-executive
directors should be compensated in a manner that is commensurate with the time
and effort expended in fulfilling their professional responsibilities.
Additionally, these compensation arrangements should not risk compromising
directors’ independence or aligning their interests too closely with those of
the management, whom they are charged with overseeing.
We
use third party research, in addition to our own analysis, to evaluate existing
and proposed compensation structures. We may vote against members of the
compensation committee or equivalent board members for poor compensation
practices or structures.
Environmental
and social issues
We
believe that well-managed companies will deal effectively with material
environmental and social (“E&S”) factors relevant to their businesses.
Governance is the core structure by which boards can oversee the creation of
sustainable, long-used by the compensation committee, we expect disclosure
relating to how and why the discretion was used, and further, how term value.
Appropriate risk oversight of E&S considerations stems from this
construct.
Robust
disclosure is essential for investors to effectively evaluate companies’
strategy and business practices related to material E&S risks and
opportunities. Given the increased understanding of material sustainability
risks and opportunities, and the need for better information to assess them,
BlackRock will advocate for continued improvement in companies’ reporting, where
necessary, and will express any concerns through our voting where a company’s
actions or disclosures are inadequate.
BlackRock
encourages companies to use the framework developed by the Task Force on
Climate-related Financial Disclosures (TCFD) to disclose their approach to
ensuring they have a sustainable business model and to supplement that
disclosure with industry-specific metrics such as those identified by the
Sustainability Accounting Standards Board (SASB)3.
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.
3
The International Financial Reporting Standards (IFRS) Foundation announced in
November 2021 the formation of an International Sustainability Standards Board
(ISSB) to develop a comprehensive global baseline of high-quality sustainability
disclosure standards to meet investors’ information needs. The IFRS Foundation
plans to complete consolidation of the Climate Disclosure Standards Board
(CDSB—an initiative of CDP) and the Value Reporting Foundation (VRF—which houses
the Integrated Reporting Framework and the SASB Standards) by June
2022.
BlackRock
Investment Stewardship Global Principals 8
Companies
may also adopt or refer to guidance on sustainable and responsible business
conduct issued by supranational organizations such as the United Nations or the
Organization for Economic Cooperation and Development. Further,
industry-specific initiatives on managing specific operational risks may be
useful. Companies should disclose any global 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 practices
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 their 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.
In
Stewardship, we understand that climate change can be very challenging form any
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 zero4.
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
aspirations to limit warming to 1.5°C5.
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-termscience-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.
Key
stakeholder interests
We
believe that, to advance long-term shareholders’ interests,companies should
consider the interests of their key stakeholders. It is for each company to
determine its key stakeholders based on what is material to its business, but
they are likely to include employees, business partners (such as suppliers and
distributors), clients and consumers, government, and the communities in which
they operate.
Considering
the interests of key stakeholders recognizes the collective nature of long-term
value creation and the extent to which each company’s prospects for growth are
tied to its ability to foster strong sustainable relationships with and support
from those stakeholders. Companies should articulate how they address adverse
impacts that could arise from their business practices and affect critical
business relationships with their stakeholders. We expect companies to
implement, to the extent appropriate, monitoring processes (often referred to as
due diligence) to identify and mitigate potential adverse impacts and grievance
mechanisms to remediate any actual adverse material impacts. The maintenance of
trust within these relationships can be equated with a company’s long-term
success.
4
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.
5
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.
BlackRock
Investment Stewardship Global Principals 9
To
ensure transparency and accountability, companies should disclose how they have
identified their key stakeholders and considered their interests in business
decision-making, demonstrating the applicable governance, strategy, risk
management, and metrics and targets. This approach should be overseen by the
board, which is well positioned to ensure that the approach taken is informed by
and aligns with the company’s strategy and purpose.
General
corporate governance matters and shareholder protections
BlackRock
believes that shareholders have a right to material and timely information on
the financial performance and viability of the companies in which they invest.
In addition, companies should publish information on the governance structures
in place and the rights of shareholders to influence these structures. The
reporting and disclosure provided by companies help shareholders assess whether
their economic interests have been protected and the quality of the board’s
oversight of management. We believe shareholders should have the right to vote
on key corporate governance matters, including changes to governance mechanisms,
to submit proposals to the shareholders’ meeting and to call special meetings of
shareholders.
Corporate
Form
We
believe it is the responsibility of the board to determine the corporate form
that is most appropriate given the company's purpose and business
model6.
Companies proposing to change their corporate form to a public benefit
corporation or similar entity should put it to a shareholder vote if not already
required to do so under applicable law. Supporting documentation from companies
or shareholder proponents proposing to alter the corporate form should clearly
articulate how the interests of shareholders and different stakeholders would be
impacted as well as the accountability and voting mechanisms that would be
available to shareholders. As a fiduciary on behalf of clients, we generally
support management proposals if our analysis indicates that shareholders’
interests are adequately protected. Relevant shareholder proposals are evaluated
on a case-by-case basis.
Shareholder
proposals
In
most markets in which BlackRock invests on behalf of clients, shareholders have
the right to submit proposals to be voted on by shareholders at a company’s
annual or extraordinary meeting, as long as eligibility and procedural
requirements are met. The matters that we see put forward by shareholders
address a wide range of topics, including governance reforms, capital
management, and improvements in the management or disclosure of E&S
risks.
BlackRock
is subject to certain requirements under antitrust law in the United States that
place restrictions and limitations on how BlackRock can interact with the
companies in which we invest on behalf of our clients, including our ability to
submit shareholder proposals. As noted above, we can vote on proposals put forth
by others...When assessing shareholder proposals, we evaluate each proposal on
its merit, with a singular focus on its implications for long-term value
creation. We consider the business and economic relevance of the issue raised,
as well as its materiality and the urgency with which we believe it should be
addressed. We take into consideration the legal effect of the proposal, as
shareholder proposals may be advisory or legally binding depending on the
jurisdiction. We would not support proposals that we believe would result in
over-reaching into the basic business decisions of the issuer.
Where
a proposal is focused on a material business risk that we agree needs to be
addressed and the intended outcome is consistent with long-term value creation,
we will lookto the board and management to demonstrate that the company has met
the intent of the request made in the shareholder proposal. Where our analysis
and / or engagement indicate an opportunity for improvement in the company’s
approach to the issue, we may support shareholder proposals that are reasonable
and not unduly constraining on management. Alternatively, or in addition, we may
vote against the re-election of one or more directors if, in our assessment, the
board has not responded sufficiently or with an appropriate sense of urgency. We
may also support a proposal if management is on track, but we believe that
voting in favor might accelerate progress.
6
Corporate
form refers to the legal structure by which a business is
organized.
BlackRock
Investment Stewardship Global Principals 10
BlackRock’s
oversight of its investment stewardship activities
Oversight
We
hold ourselves to a very high standard in our investment stewardship activities,
including proxy voting. To meet this standard, BIS is comprised of BlackRock
employees who do not have other responsibilities other than their roles in BIS.
BIS is considered an investment function.
BlackRock
maintains three regional advisory committees (“Stewardship Advisory Committees”)
for (a) the Americas; (b) Europe, the Middle East and Africa (“EMEA”); and (c)
Asia-Pacific, generally consisting of senior BlackRock investment professionals
and/or senior employees with practical boardroom experience. The regional
Stewardship Advisory Committees review and advise on amendments to BIS proxy
voting guidelines covering markets within each respective region (“Guidelines”).
The advisory committees do not determine voting decisions, which are the
responsibility of BIS...In addition to the regional Stewardship Advisory
Committees, the Investment Stewardship Global Oversight Committee (“Global
Committee”) is a risk-focused committee, comprised of senior representatives
from various BlackRock investment teams, a senior legal representative, the
Global Head of Investment Stewardship (“Global Head”), and other senior
executives with relevant experience and team oversight. The Global Oversight
Committee does not determine voting decisions, which are the responsibility of
BIS.
The
Global Head has primary oversight of the activities of BIS, including voting in
accordance with the Guidelines, which require the a reviews and approves
amendments to these Principles. The Global Committee also reviews and approves
amendments to the regional Guidelines, as proposed by the regional Stewardship
Advisory Committees.
In
addition, the Global Committee receives and reviews periodic reports regarding
the votes cast by BIS, as well as updates on material process issues, procedural
changes, and other risk oversight considerations. The Global Committee reviews
these reports in an oversight capacity as informed by the BIS corporate
governance engagement program and the Guidelines.
BIS
carries out engagement with companies, monitors and executes proxy votes, and
conducts vote operations (including maintaining records of votes cast) in a
manner consistent with the relevant Guidelines. BIS also conducts research on
corporate governance issues and participates in industry discussions to
contribute to and keep abreast of important developments in the corporate
governance field. BIS may utilize third parties for certain of the foregoing
activities and performs oversight of those third parties. BIS may raise
complicated or particularly controversial matters for internal discussion with
the relevant investment teams and governance specialists for discussion and
guidance prior to making a voting decision.
BlackRock
Investment Stewardship Global Principals 11
Vote
execution
We
carefully consider proxies submitted to funds and other fiduciary account(s)
(“Fund” or “Funds”) for which we have voting authority. BlackRock votes (or
refrains from voting) proxies for each Fund for which we have voting authority
based on our evaluation of the best long-term economic interests of our clients
as shareholders, in the exercise of our independent business judgment, and
without regard to the relationship of the issuer of the proxy (or any
shareholder proponent or dissident shareholder) to the Fund, the Fund’s
affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees
(see “Conflicts management policies and procedures”, below).
When
exercising voting rights, BlackRock will normally vote on specific proxy issues
in accordance with the Guidelines for the relevant market. The Guidelines are
reviewed annually and are amended consistent with changes in the local market
practice, as developments in corporate governance occur, or as otherwise deemed
advisable by the applicable Stewardship Advisory Committees. BIS analysts may,
in the exercise of their professional judgment, conclude that the Guidelines do
not cover the specific matter upon which a proxy vote is required or that an
exception to the Guidelines would be in the best long-term economic interests of
BlackRock’s clients.
In
the uncommon circumstance of there being a vote with respect to fixed income
securities or the securities of privately held issuers, the decision generally
will be made by a Fund's portfolio managers and/or BIS based on their assessment
of the particular transactions or other matters at issue.
In
certain markets, proxy voting involves logistical issues which can affect
BlackRock’s ability to vote such proxies, as well as the desirability of voting
such proxies. These issues include, but are not limited to: (i) untimely notice
of shareholder meetings; (ii) restrictions on a foreigner’s ability to exercise
votes; (iii) requirements to vote proxies in person; (iv) “share-blocking”
(requirements that investors who exercise their voting rights surrender the
right to dispose of their holdings for some specified period in proximity to the
shareholder meeting); (v) potential difficulties in translating the proxy; (vi)
regulatory constraints; and (vii) requirements to provide local agents with
unrestricted powers of attorney to facilitate voting instructions. We are not
supportive of impediments to the exercise of voting rights such as share-
blocking or overly burdensome administrative requirements.
As
a consequence, BlackRock votes proxies in these situations on a “best-efforts”
basis. In addition, BIS may determine that it is generally in the best interests
of BlackRock’s clients not to vote proxies (or not to vote our full allocation)
if the costs (including but not limited to opportunity costs associated with
share- blocking constraints) associated with exercising a vote are expected to
outweigh the benefit the client would derive by voting on the
proposal.
Portfolio
managers have full discretion to vote the shares in the Funds they manage based
on their analysis of the economic impact of a particular ballot item on their
investors. Portfolio managers may, from time to time ,reach differing views on
how best to maximize economic value with respect to a particular investment.
Therefore, portfolio managers may, and sometimes do, vote shares in the Funds
under their management differently from BIS or from one another. However,
because BlackRock’s clients are mostly long-term investors with long-term
economic goals, ballots are frequently cast in a uniform manner.
Conflicts
management policies and procedures
BIS
maintains policies and procedures that seek to prevent undue influence on
BlackRock’s proxy voting activity. Such influence might stem from any
relationship between the investee company (or any shareholder proponent or
dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s
affiliates, or BlackRock employees. The following are examples of sources of
perceived or potential conflicts of interest:
•BlackRock
clients who may be issuers of securities or proponents of shareholder
resolutions
•BlackRock
business partners or third parties who may be issuers of securities or
proponents of shareholder resolutions
•BlackRock
employees who may sit on the boards of public companies held in Funds managed by
BlackRock
•Significant
BlackRock, Inc. investors who may be issuers of securities held in Funds managed
by BlackRock
•Securities
of BlackRock, Inc. or BlackRock investment funds held in Funds managed by
BlackRock
•BlackRock,
Inc. board members who serve as senior executives or directors of public
companies held in Funds managed by BlackRock
BlackRock
Investment Stewardship Global Principals 12
BlackRock
has taken certain steps to mitigate perceived or potential conflicts including,
but not limited to, the following:
•Adopted
the Guidelines which are designed to advance our clients' interests in the
companies in which BlackRock invests on behalf of clients.
•Established
a reporting structure that separates BIS from employees with sales, vendor
management or business partnership roles. In addition, BlackRock seeks to ensure
that all engagements with corporate issuers, dissident shareholders or
shareholder proponents are managed consistently and without regard to
BlackRock’s relationship with such parties. Clients or business partners are not
given special treatment or differentiated access to BIS. BIS prioritizes
engagements based on factors including but not limited to our need for
additional information to make a voting decision or our view on the likelihood
that an engagement could lead to positive outcome(s) over time for the economic
value of the company. Within the normal course of business, BIS may engage
directly with BlackRock clients, business partners and/or third parties, and/or
with employees with sales, vendor management or business partnership roles, in
discussions regarding our approach to stewardship, general corporate governance
matters, client reporting needs, and/or to otherwise ensure that proxy-related
client service levels are met.
•Determined
to engage, in certain instances, an independent fiduciary to vote proxies as a
further safeguard to avoid potential conflicts of interest, to satisfy
regulatory compliance requirements, or as may be otherwise required by
applicable law. In such circumstances, the independent fiduciary provides
BlackRock’s proxy voting agent with instructions, in accordance with the
Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent
votes the proxy in accordance with the independent fiduciary’s determination.
BlackRock uses an independent fiduciary to vote proxies of BlackRock, Inc. and
companies affiliated with BlackRock, Inc. BlackRock may also use an independent
fiduciary to vote proxies of:
i.public
companies that include BlackRock employees on their boards of
directors,
ii.public
companies of which a BlackRock, Inc. board member serves as a senior executive,
or a member of the board of directors
iii.public
companies that are the subject of certain transactions involving BlackRock
Funds,
iv.public
companies that are joint venture partners with BlackRock, and
v.public
companies when legal or regulatory requirements compel BlackRock to use an
independent fiduciary.
In
selecting an independent fiduciary, we assess several characteristics, including
but not limited to: independence, an ability to analyze proxy issues and vote in
the best economic interest of our clients, reputation for reliability and
integrity, and operational capacity to accurately deliver the assigned votes in
a timely manner. We may engage more than one independent fiduciary, in part in
order to mitigate potential or perceived conflicts of interest at an independent
fiduciary. The Global Committee appoints and reviews the performance of the
independent fiduciaries, generally on an annual basis.
Securities
lending
When
so authorized, BlackRock acts as a securities lending agent on behalf of Funds.
Securities lending is a well-regulated practice that contributes to capital
market efficiency. It also enables funds to generate additional returns for a
fund, while allowing fund providers to keep fund expenses lower.
With
regard to the relationship between securities lending and proxy voting,
BlackRock’s approach is informed by our fiduciary responsibility to act in our
clients’ best interests. In most cases, BlackRock anticipates that the potential
long-term value to the Fund of voting shares would be less than the potential
revenue the loan may provide the Fund. However, in certain instances, BlackRock
may determine, in its independent business judgment as a fiduciary, that the
value of voting outweighs the securities lending revenue loss to clients and
would therefore recall shares to be voted in those instances.
The
decision to recall securities on loan as part of BlackRock’s securities lending
program in order to vote is based on an evaluation of various factors that
include, but are not limited to, assessing potential securities lending revenue
alongside the potential long-term value to clients of voting those securities
(based on the information available at the time of recall
BlackRock
Investment Stewardship Global Principals 13
consideration)7.
BIS works with colleagues in the Securities Lending and Risk and Quantitative
Analysis teams to evaluate the costs and benefits to clients of recalling shares
on loan.
Periodically,
BlackRock reviews our process for determining whether to recall securities on
loan in order to vote and may modify it as necessary.
Voting
guidelines
The
issue-specific Guidelines published for each region/country in which we vote are
intended to summarize BlackRock’s general philosophy and approach to issues that
may commonly arise in the proxy voting context in each market where we invest.
The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on
a case-by-case basis, in the context of the individual circumstances of each
company and the specific issue under review. As such, the Guidelines do not
indicate how BIS will vote in every instance. Rather, they reflect our view
about corporate governance issues generally, and provide insight into how we
typically approach issues that commonly arise on corporate ballots.
Reporting
and vote transparency
We
are committed to transparency in the stewardship work we do on behalf of
clients. We inform clients about our engagement and voting policies and
activities through direct communication and through disclosure on our
website(
https://www.blackrock.com/corporate/about-us/investment-stewardship).
Each
year we publish an annual report that provides a global overview of our
investment stewardship engagement and voting activities. Additionally, we make
public our market- specific voting guidelines for the benefit of clients and
companies with whom we engage. We also publish commentaries to share our
perspective on market developments and emerging key themes.
At
a more granular level, we publish quarterly our vote record for each company
that held a shareholder meeting during the period, showing how we voted on each
proposal and explaining any votes against management proposals or on shareholder
proposals. For shareholder meetings where a vote might be high profile or of
significant interest to clients, we may publish a vote bulletin after the
meeting, disclosing and explaining our vote on key proposals. We also publish a
quarterly list of all companies with which we engaged and the key topics
addressed in the engagement meeting.
In
this way, we help inform our clients about the work we do on their behalf in
promoting the governance and business models that support long-term sustainable
value creation...
This
document is provided for information purposes only and is subject to change.
Reliance upon this information is at
7
Recalling
securities on loan can be impacted by the timing of record dates. In the United
States, for example, the record dat e of a shareholder meeting typically falls
before the proxy statements are released. Accordingly, it is not practicable to
evaluate a proxy statement, determine that a vote has a material impact on a
fund and recall any shares on loan in advance of the record date for the annual
meeting. As a result, managers must weigh independent business judgement as a
fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in
advance of an estimated record date without knowing whether there will be a vote
o n matters which have a material impact on the fund (thereby forgoing potential
securities lending revenue for the fund’s shareholders) or leaving shares on
loan to potentially earn revenue for the fund (thereby forgoing the opportunity
to vote).
BlackRock
Investment Stewardship Global Principals 14
Want
to know more?
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.
BlackRock
Investment Stewardship Global Principals 15
B
BrownADVISORY
Thoughtful
Investing. (Logo)
Proxy
Voting Policy on Securities
The
information
contained
herein
is
the
property
of
Brown
Advisory
and
may
not
be
disclosed
in
whole
or
part
to
anyone
outside
the
firm
without
the prior approval of Compliance.
PROXY
VOTING POLICY ON SECURITIES
The
firm receives proxy ballots on behalf of clients and shall vote such proxies
consistent with this Policy, which sets forth the firm’s standard approach to
voting on common proxy questions.1
In general, this Policy is designed to ensure that the firm votes proxies in the
best interest of clients, so as to promote the long-term economic value of the
underlying securities. These votes are informed by both financial and
extra-financial data, including material ESG factors.
Clients
may, at any time, opt to change their proxy voting authorization. Upon notice
that a client has revoked the firm’s authority to vote proxies, the firm will
have the client account removed from omnibus voting and have the proxy setting
updated accordingly. This update at the custodian routes all ballots and annual
reports to the legal address on record of the account holder.
To
facilitate the proxy voting process, the firm has engaged Institutional
Shareholder Services Inc. (“ISS”), an unaffiliated, third-party proxy voting
service, to provide proxy research and voting recommendations. In addition, the
firm subscribes to ISS’s proxy vote management system, which provides a means to
receive and vote proxies, as well as services for record-keeping, auditing,
reporting and disclosure regarding votes. However, securities held within
institutional equity strategies are voted on a case-by-case basis, meaning, we
do not rely exclusively on the proxy policy, and complement our proxy provider’s
research with our own proprietary research to arrive at independent decisions,
when needed. The firm will regularly review our relationship with ISS in order
to assess its capacity and competency to provide services to the firm and to
review certain of its significant policies and procedures, including those
governing conflicts of interests, error identification and correction and
processes to evaluate additional information received during the proxy
process.
On
a regular basis, a list of upcoming proxies issued for companies held within the
institutional strategies are provided to the institutional portfolio managers.
Except in situations identified as presenting material conflicts of interest,
the institutional portfolio manager responsible for the institutional strategy
that holds the security may make the final voting decision based on a variety of
considerations. In circumstances where the securities are not held within an
institutional strategy, proxies will be voted according to Brown Advisory’s
policy, unless the client-specific guidelines provided by Brown Advisory to ISS
specify otherwise. Generally, Brown Advisory’s proxy voting philosophy is
aligned with ISS recommendations.
In
keeping with its fiduciary obligations to clients, the firm considers each proxy
voting proposal related to holdings in the firm’s institutional strategies on
its own merits and an independent determination is made based on the relevant
facts and circumstances, including both fundamental and ESG factors. Proxy
proposals include a wide range of routine and non-routine matters. The firm
generally votes with management on routine matters and takes a more case-by-case
approach regarding non-routine matters.
Voting
preferences of clients may differ based on their values. The firm seeks to
provide clients with the opportunity to have proxies voted in line with these
values. From time to time, clients may prefer
1
The
firm
votes
proxies
on
behalf
of
separate
account
clients,
firm-managed
mutual
funds,
private
funds
and
pooled
investment
vehicles that hold publicly-traded equity securities and, where applicable,
employee benefit plan participants and beneficiaries.
to
select alternative voting guidelines that better align with their values. In
these cases, the firm will work with ISS to identify an appropriate alternative
policy. Where no appropriate alternative policy is available, the firm will
endeavor to work with the client to set up appropriate guidelines and procedures
to vote case-by-case
Proxy
Voting Principles for Securities Held within our Institutional
Strategies
•The
following principles serve as a foundation of our approach to proxy voting for
securities held within our institutional strategies. For these securities, Brown
Advisory’s equity research team has researched the company and generally is
well-informed of any issues material to the company’s business model and
practices. As such, we believe we are in a position to engage with companies on
these issues both through proxy voting and other engagement practices. Proxy
voting is a democratic process that offers shareholders the opportunity to have
their voice heard and express their sentiment as owners. For this reason, we
believe that the rights of shareholders with regard to these resolutions should
be protected by regulators to ensure that investors’ perspectives can always be
heard in a public forum. We seek to participate in industry-wide activities that
express support for these rights, such as sign-on letters and other initiatives
to communicate views to the SEC, FINRA and other regulatory bodies.
•Proxy
voting is our fiduciary duty. We
hold ourselves responsible for aligning our investment decision-making process
and our proxy voting, in order to be consistent about what we seek from
companies we hold in our institutional portfolios. We seek investments that are
building and protecting long-term shareholder value, and we believe this is
reflected in all of our proxy voting decisions. Responsible management of ESG
issues is one input to achieving long-term shareholder value, and as such, we
are likely to support those shareholder proposals that encourage company action
on what we believe are material ESG risks or opportunities.
•Transparency
is essential: Brown
Advisory is committed to providing proxy reporting and standardized disclosure
of our voting history, as well as publishing N-PX filings for our mutual funds
as required by law. Transparency is an important step in helping our clients
evaluate whether we uphold our stated principles within our Sustainable and ESG
strategies.
•Bottom-up
due diligence should inform voting decisions: We
review each proposal that comes up for vote. Our analysts seek to dive below the
surface and fully understand the implications of especially complex and material
proposals. The recommendations of our proxy voting partner, ISS, are taken into
consideration but do not determine our final decisions.
•Collaboration
with other stakeholders can inform our voting choice and amplify the signal of
our vote: We
collaborate on voting research, through dialogue between our analysts and
portfolio managers. Where additive and practicable, we also collaborate with
external stakeholders including company management, ISS, issue experts, ESG
research networks and other stakeholders. We believe this collaboration leads to
better-informed decisions, and in certain instances, collaboration can help to
send a stronger message to a company about how the investment community views a
given issue.
•Proxy
voting can be a part of a larger program to encourage positive changes:
Proxy
voting is just one way to communicate with companies on risks and opportunities.
To complement our proxy voting process, and sometimes as result of it, our
investment team might choose to pursue an extended engagement with a company as
it relates to any
information
found during the due-diligence process for determining the vote.
Institutional
Proxy Voting Process
•Proxy
voting for our institutional investment strategies is overseen by a Proxy Voting
Committee made up of equity research analysts, ESG research analysts, trading
operations team members, the Head of Sustainable Investing, our Director of
Equity Research and our General Counsel (among others).
•The
Committee is responsible for overseeing the proxy voting process. Responsibility
for determining how a vote is cast, however, rests with our investment and ESG
research teams and, ultimately, with the portfolio managers for each Brown
Advisory equity investment strategy. While we use the recommendations of ISS as
a baseline for our voting, especially for routine management proposals, we vote
each proposal after consideration on a case-by-case basis.
•Our
customized Proxy Voting Policy, developed in consultation with ISS, is reviewed
each year and aims to reflect our fundamental and ESG thinking, so as to achieve
as much alignment between recommendations and execution as possible, while still
enabling our case-by-case approach.
•A
30-day outlook of upcoming proposals is circulated to our full equity investment
research team each week. Fundamental analysts guide vote recommendations on
management proposals, and ESG analysts guide vote recommendations on shareholder
proposals, with both groups working together to think through the relevant
issues.
•Proposals
may require additional due diligence and benefit from collaborative
investigation, and this is determined on a case-by-case basis. Where necessary,
our analysts will conduct research on each proposal, which may include
information contained in public filings, policy recommendations and management
conversations. When additional proxy materials become available after a voting
determination is made, we will seek to consider such filings when they are made
sufficiently in advance and where we believe such information would reasonably
be expected to affect our voting determination. To enhance our analysis, we may
collaborate with our internal and external networks, the resolution filer and/or
associated coalition, ISS analysts about their recommendation, the company
itself and relevant industry experts. If our additional due diligence uncovers
factual errors, incompleteness or inaccuracies in the analysis or recommendation
underpinning our vote, the firm will bring this to the attention of
ISS.
•The
majority of voting recommendations are in line with our Proxy Voting Policy,
and
in these cases the vote is automatically cast accordingly.
•When
our recommendation diverges from the Policy, the
responsible analyst will contact the portfolio managers who own the name and who
have final decision-making power. In most cases, the portfolio managers agree
with the analyst’s recommendation, in rare cases they may overrule. In either
case, the final recommendation is provided to Brown Advisory’s operations team,
which documents the rationale for the vote and ensures vote execution. All votes
cast against policy require approval from the firm’s General
Counsel.
•In
the event that portfolio managers of different strategies disagree on the vote
recommendation for a name they all own, a split vote may be conducted. In
general, this disagreement is due to portfolio managers having unique views on
an issue. A split vote divides all of the company’s shares held by Brown
Advisory and splits the vote in accordance with the strategy’s share ownership
to reflect the individual preferences of
each
strategy’s portfolio manager(s). Split votes trigger a review from the Proxy
Voting Committee, and such votes must be approved by the firm’s General
Counsel.
Advisory
Client Voting Process
•Proxy
voting for our Advisory clients is facilitated and monitored by our Proxy Voting
Operations team. The team is responsible for arrangements with all custodial
partners to have accounts set to electronic omnibus ballot distribution to our
proxy voting agency, ISS. When omnibus ballot distribution is not supported,
individualized account set up and distribution will be arranged.
•Unless
otherwise agreed with a client, Brown Advisory’s Proxy Voting Policy is assigned
by default to our Advisory client accounts.
•The
following exceptions can apply to standard voting for the Advisory
clients:
◦Client
Directed – A client will always retain her or his authority to request verbally
and confirm in writing their request to:
▪Attend
a meeting and vote
▪Vote
in line with account owner request
▪Request
a take no action or abstention
◦No
Voting – A client, during on-boarding, will have the ability to request accounts
to be set to have voting ballots mailed directly to the account owner’s
address.
◦Holdings
in Mutual Funds – All holdings owned by our Advisory client base also held in
our mutual fund complexes may be overseen and governed by the voting practices
detailed in the Institutional section.
◦Client
Specific Guidelines – Whereas we have a standard policy default, we have the
capability to provide our Advisory clients with the option to customize their
voting preferences. Should a client desire a customized approach, the Brown
Advisory client team will work directly with the client, Brown Advisory
Operations, and ISS to establish and implement client-specific
guidelines.
•The
following voting practices are applied to separately managed
portfolios:
◦Brown
Advisory’s institutional strategies held in a separately managed account (SMA) –
Holdings within Brown Advisory SMAs are overseen and governed by the Proxy
Voting Committee and follow all protocols detailed in the Institutional
section.
◦Externally
managed strategies held in a SMA – Holdings within an externally managed
strategy held as a SMA are set up with the delegated and/or appointed manager
for voting. In other terms, Brown Advisory yields voting authority to the
appointed manager.
•Please
note the following voting practices are applied to corporate action events
whereby the voting matter has a direct financial impact on the Advisory client
account holder:
◦Such
corporate action events with a direct financial impact on the Advisory client
account holder will default to a case-by-case determination within our voting
platform at ISS.
◦Customized
reporting and service alerts will be distributed to our Proxy Voting Operations
team.
◦The
Proxy Voting Operations team will identify the account holders and Portfolio
Management teams to take action on the event. A request with supporting detail
and documentation will be sent to the Portfolio Management team to review and
provide the voting recommendation.
•When
appropriate, our Portfolio Management team may engage the client on specific
events, to discuss a proposed action.
General
Positions
Below
is a summary of Brown Advisory’s general positions for voting on common proxy
questions when Brown Advisory is authorized to vote shares at its discretion
rather than by a client’s specific guidelines. Given the dynamic and
wide-ranging nature of corporate governance issues that may arise, this summary
is not intended to be exhaustive.
Management
Recommendations
Since
the quality and depth of management is a primary factor considered when
investing in an issuer, the recommendation of the issuer’s management on any
issue will be given substantial weight. Furthermore, Brown Advisory runs
concentrated equity portfolios which we believe generally results in holding
high quality companies that have strong and trustworthy management teams. This
quality bias results in our portfolio managers generally supporting management
proposals. Although proxies with respect to most issues are voted in line with
the recommendation of the issuer’s management, the firm will not blindly vote in
favor of management. The firm will not support proxy proposals or positions that
it believes compromise clients’ best interests or that the firm determines may
be detrimental to the underlying value of client positions.
Election
of Directors.
Although
proxies will typically be voted for a management-proposed slate of directors,
the firm may vote against (or withhold votes for) such directors if there are
compelling corporate governance reasons for doing so. Some of these reasons may
include where a director: attends less than 75% of board and relevant committee
meetings; is the CEO of a company where a serious restatement occurred after the
CEO certified the financial statements; served at a time when a poison pill was
adopted without shareholder approval within the prior year; is the CFO of the
company; has an interlocking directorship; has a perceived conflict of interest
(or the director’s immediate family member has a perceived conflict of
interest); or serves on an excessive number of boards.
The
firm seeks to support independent boards of directors comprised of members with
diverse backgrounds (including gender and race), a breadth and depth of relevant
experience (including sustainability), and a track record of positive, long-term
performance. The firm may vote against any boards that do not have the following
levels of diversity (i.e. directors who are women or other underrepresented
groups):
◦For
boards consisting of six or fewer directors, the firm may vote against the
Nominating Committee Chair where the board does not have one diverse director by
2022, and two diverse directors by 2024.
◦For
boards consisting of more than six directors, the firm may vote against the
Nominating Committee Chair where the board does not have 20% diverse board
members by 2022, and 30% diverse directors by 2024.
In
cases where the Nominating Committee Chair is not up for re-election, the firm
may vote against other board members including the Chair of the
board
Separation
of the roles of Chairman and CEO is generally supported, but the firm will not
typically vote against a CEO who serves as chairman or director. In the absence
of an independent chairman, however, the firm generally supports the appointment
of a lead director with authority to conduct sessions outside the presence of
the insider chairman.
The
firm will typically vote against any inside director seeking appointment to a
key committee (audit, compensation, nominating or governance), since the firm
believes that the service of independent directors on such committees best
protects and enhances the interests of shareholders. Where insufficient
information is provided regarding performance metrics, or where pay is not tied
to performance (e.g., where management has excessive discretion to alter
performance terms or previously defined targets), the firm will typically vote
against the chair of the compensation committee.
Appointment
and Rotation of Auditors
Management
recommendations regarding selection of an auditor shall generally be supported,
but the firm will not support the ratification of an auditor when there appears
to be a hindrance on auditor independence, intentional accounting irregularity
or negligence by the auditor. Some examples include: when an auditing firm has
other relationships with the company that may suggest a conflict of interest;
when the auditor bears some responsibility for a restatement by the company;
when a company has aggressive accounting policies or lack of transparency in
financial statements; and when a company changes auditors as a result of
disagreement between the company and the auditor regarding accounting principles
or disclosure issues. The firm will generally support proposals for voluntary
auditor rotation with reasonable frequency and/or rationale.
Changes
in State of Incorporation or Capital Structure
Management
recommendations about reincorporation are generally supported unless the new
jurisdiction in which the issuer is reincorporating has laws that would dilute
the rights of shareholders of the issuer. The firm will generally vote against
reincorporation where it believes the financial benefits are minimal and there
is a decrease in shareholder rights. Shareholder proposals to change the
company’s place of incorporation generally will only be supported in exceptional
circumstances.
Proposals
to increase the number of authorized shares will be evaluated on a case-by-case
basis. Because adequate capital stock is important to the operation of a
company, the firm will generally support the authorization of additional shares,
unless the issuer has not disclosed a detailed plan for use of the shares, or
where the number of shares far exceeds those needed to accomplish a detailed
plan. Additionally, if the issuance of new shares will limit shareholder rights
or could excessively dilute the value of outstanding shares, then such proposals
will be supported only if they are in the best interest of the
client.
Corporate
Restructurings, Mergers and Acquisitions
These
proposals should be examined on a case-by-case basis because they are an
extension of an investment decision.
Proposals
Affecting Shareholder Rights
The
firm generally favors proposals that are likely to promote shareholder rights
and/or increase shareholder value. Proposals that seek to limit shareholder
rights, such as the creation of dual classes of stock, generally will not be
supported.
Anti-takeover
Issues
Measures
that impede takeovers or entrench management will be evaluated on a case-by-case
basis, taking into account the rights of shareholders, since the financial
interest of shareholders regarding buyout offers is so substantial.
Although
the firm generally opposes anti-takeover measures because they tend to diminish
shareholder rights and reduce management accountability, the firm generally
supports proposals that allow shareholders to vote on whether to implement a
“poison pill” plan (shareholder rights plan). In certain circumstances, the firm
may support a limited poison pill to accomplish a particular objective, such as
the closing of an important merger, or a pill that contains a reasonable
‘qualifying offer’ provision. The firm generally supports anti-greenmail
proposals, which prevent companies from buying back company stock at significant
premiums from a large shareholder.
Shareholder
Action
The
firm generally supports proposals that allow shareholders to call special
meetings, with a minimum threshold of shareholders requesting such a meeting.
The firm believes that best practice for a minimum threshold of shareholders
required to call a special meeting is generally considered to be between 20-
25%, however the firm assesses this on a company-by-company basis. Proposals
that allow shareholders to act by written consent are also generally supported,
if there is a threshold of the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shareholders entitled to vote
were present and voting. The firm believes that best practice for a minimum
threshold of shareholders required to act by written consent is generally
considered to be between 20-25%, however the firm assesses this on a
company-by-company basis. In order to assess the appropriateness of special
meeting and written consent provisions the firm would, for example, consider the
make-up of the existing investor base/ownership, to determine whether a small
number of investors could easily achieve the required threshold, as well as what
other mechanisms or governance provisions already exist for shareholders to
access management.
Proxy
Access
The
firm believes that shareholders should, under reasonable conditions, have the
right to nominate directors of a company. The firm believes that it is generally
in the best interest of shareholders for companies to provide shareholders with
reasonable opportunity to exercise this right, while also ensuring that
short-term investors or investors without substantial investment in the company
cannot abuse this right. In general, we believe that the appropriate threshold
for proxy access should permit up to 20 shareholders that collectively own 3% or
more of the company’s outstanding shares for 3 or more years to nominate the
greater of 2 directors or 20% of the board’s directors, however the firm
assesses this on a case-by-case basis.
Executive
Compensation.
Although
management recommendations should be given substantial weight, proposals
relating to executive compensation plans, including stock option plans and other
equity-based compensation, should be examined on a case-by- case basis to ensure
that the long-term interests
of
management and shareholders are properly aligned. This alignment includes
assessing whether compensation is tied to both ESG and financial KPIs. Share
count and voting power dilution should be limited.
The
firm generally favors the grant of restricted stock units (RSU) to executives,
since RSUs are an important component of compensation packages that link
executives’ compensation with their performance and that of the company. The
firm typically opposes caps on executive stock RSUs, since tying an executive’s
compensation to the performance of the company provides incentive to maximize
share value. The firm also supports equity grants to directors, which help align
the interests of outside directors with those of shareholders, although such
awards should not be performance-based, so that directors are not incentivized
in the same manner as executives.
Proposals
to reprice or exchange RSUs are reviewed on a case-by-case basis, but are
generally opposed. The firm generally will support a repricing only in limited
circumstances, such as if the stock decline mirrors the market or industry price
decline in terms of timing and magnitude and the exchange is not value
destructive to shareholders.
Although
matters of executive compensation should generally be left to the board’s
compensation committee, proposals to limit executive compensation will be
evaluated on a case-by-case basis.
The
firm generally supports shareholder proposals to allow shareholders an advisory
vote on compensation. Absent a compelling reason, companies should submit
say-on-pay votes to shareholders every year, since such votes promote valuable
communication between the board and shareholders regarding compensation. Where
there is an issue involving egregious or excessive bonuses, equity awards or
severance payments (including golden parachutes), the firm will generally vote
against a say- on-pay proposal. The firm may oppose the election of compensation
committee members at companies that do not satisfactorily align executive
compensation with the interests of shareholders.
Environmental,
Social and Governance Issues
Shareholder
proposals regarding environmental, social and governance issues, in general, are
supported, especially when they would have a clear and direct positive financial
effect on shareholder value and would not be burdensome or impose unnecessary or
excessive costs on the issuer. The environmental, social and governance
proposals we generally support often result in increased reporting and
disclosure, which deepens our understanding of the risks and opportunities
pertaining to a specific company. Although policy decisions are typically better
left to management and the board, in cases where the firm believes a company has
not adequately mitigated significant ESG risks, the firm may vote against
directors.
Brown
Advisory broadly supports proposals that encourage the following considerations
that we believe are in the best long-term economic interest of our
clients:
Environment
•Climate
change and emissions reporting, goal setting, and action
•Water
quality, accessibility, and management
•Responsible
and effective waste management
•Energy
efficiency and renewable, lower-carbon energy sourcing
Social
•Social
justice
•Human
rights and responsible labor management
•Data
privacy and AI ethics
Governance
•Executive
compensation measures that are linked to ESG metrics
•Diverse
and inclusive board composition
•Transparency
with regard to political spending
International
Proxy Proposals
For
actively recommended issuers domiciled outside the United States, the firm may
follow ISS’s international proxy voting guidelines, including, in certain
circumstances, country-specific guidelines.
Conflicts
of Interest
A
“conflict of interest” means any circumstance when the firm or one of its
affiliates (including officers, directors and employees), or in the case where
the firm serves as investment adviser to a Brown Advisory Fund, when the Fund or
the principal underwriter, or one or more of their affiliates (including
officers, directors and employees), knowingly does a material amount of business
with, receives material compensation from, or sits on the board of, a particular
issuer or closely affiliated entity and, therefore, may appear to have a
conflict of interest between its own interests and the interests of clients or
Fund shareholders in how proxies of that issuer are voted. For example, a
perceived conflict of interest may exist if an employee of the firm serves as a
director of an actively recommended issuer, or if the firm is aware that a
client serves as an officer or director of an actively recommended issuer.
Conflicts of interest will be resolved in a manner the firm believes is in the
best interest of the client.
The
firm should vote proxies relating to such issuers in accordance with the
following procedures:
Routine
Matters and Immaterial Conflicts
The
firm may vote proxies for routine matters, and for non-routine matters that are
considered immaterial conflicts of interest, consistent with this Policy. A
conflict of interest will be considered material to the extent that it is
determined that such conflict has the potential to influence the firm’s
decision-making in voting a proxy. Materiality determinations will be made by
the Chief Compliance Officer or designee based upon an assessment of the
particular facts and circumstances.
Material
Conflicts and Non-Routine Matters
If
the firm believes that (a) it has a material conflict and (b) that the issue to
be voted upon is non- routine or is not covered by this Policy, then to avoid
any potential conflict of interest:
•in
the case of a Fund, the firm shall contact the Fund board for a review and
determination;
•in
the case of all other conflicts or potential conflicts, the firm may “echo vote”
such shares, if possible, which means the firm will vote the shares in the same
proportion as the vote of all other holders of the issuer’s shares;
or
•in
cases when echo voting is not possible, the firm may defer to ISS
recommendations, abstain or vote in a manner the firm, in consultation with the
General Counsel, believes to be in the best interest of the client.
If
the aforementioned options would not address or ameliorate the conflict or
potential conflict, then the firm may abstain from voting, as described
below.
Abstention
In
recognition of its fiduciary obligations, the firm generally endeavors to vote
the proxies it receives. However, the firm may abstain from voting proxies in
certain circumstances. For example, the firm may determine that abstaining from
voting is appropriate if voting is not in the best interest of the client. In
addition to abstentions due to material conflicts of interest, situations in
which we would not vote proxies might include:
•Circumstances
where the cost of voting the proxy exceeds the expected benefits to the
client
•Circumstances
where there are significant impediments to an efficient voting process,
including with respect to non-US issuers where the vote requires translations or
other burdensome conditions
•Circumstances
where the vote would not reasonably be expected to have a material effect on the
value of the client’s investment.
Client
Specific Guidelines
From
time to time, clients may prefer to elect alternative voting guidelines in cases
where the guidelines previously outlined in this document do not align with the
client’s investment or value objectives. The firm seeks to provide clients with
the opportunity to have proxies voted in line with their values and objectives.
Where a client desires to elect alternative voting guidelines, the firm will
work with the client and ISS to identify appropriate alternative voting
guidelines. Where no appropriate pre-defined alternative guidelines are
available, the firm will endeavor to work with the client to define and set up
guidelines to vote proxies on a case-by-case basis. If the firm has not
previously implemented the alternative guidelines, members of the firm’s proxy
voting committee will review the policy to ensure alignment with our fiduciary
duty. The firm may recommend a departure from specific aspects of the selected
policy’s guidelines when it deems such a departure to be in the client’s best
interest.
CAUSEWAY
CAPITAL MANAGEMENT LLC
PROXY
VOTING POLICIES AND PROCEDURES
Overview
As
an investment adviser with fiduciary responsibilities to its clients, Causeway
Capital Management LLC (“Causeway”) votes the proxies of companies owned by
investment vehicles managed and sponsored by Causeway, and institutional and
private clients who have granted Causeway such voting authority. Causeway has
adopted these Proxy Voting Policies and Procedures to govern how it performs and
documents its fiduciary duty regarding the voting of proxies.
Proxies
are voted solely in what Causeway believes is the best interests of the client,
a fund’s shareholders or, where employee benefit assets are involved, plan
participants and beneficiaries (collectively “clients”). Causeway’s intent is to
vote proxies, wherever possible to do so, in a manner consistent with its
fiduciary obligations. Practicalities involved in international investing may
make it impossible at times, and at other times disadvantageous, to vote proxies
in every instance.
The
Chief Operating Officer of Causeway supervises the proxy voting process. Proxy
voting staff monitor upcoming proxy votes, review proxy research, identify
potential conflicts of interest and escalate such issues to the Chief Operating
Officer, receive input from portfolio managers, and ultimately submit proxy
votes in accordance with these Proxy Voting Policies and Procedures. The Chief
Operating Officer and President have final decision-making authority over
case-by-case votes. To assist in fulfilling its responsibility for voting
proxies, Causeway currently uses Institutional Shareholder Services Inc. (“ISS”)
for proxy research, which assists the decision-making process, and for proxy
voting services, which include organizing and tracking pending proxies,
communicating voting decisions to custodian banks, and maintaining records.
Causeway will conduct periodic due diligence on ISS and its capacity and
competency to provide proxy research and the proxy voting services provided to
Causeway.
Proxy
Voting Guidelines
Causeway
generally votes on specific matters in accordance with the proxy voting
guidelines set forth below. However, Causeway reserves the right to vote proxies
on behalf of clients on a case-by-case basis if the facts and circumstances so
warrant.
Causeway’s
proxy voting guidelines are designed to cast votes consistent with certain basic
principles: (i) increasing shareholder value; (ii) maintaining or increasing
shareholder influence over the board of directors and management; (iii)
establishing and enhancing strong and independent boards of directors; (iv)
maintaining or increasing the rights of shareholders; and (v) aligning the
interests of management and employees with those of shareholders with a view
toward the reasonableness of executive compensation and shareholder dilution.
Causeway’s guidelines also recognize that a company’s management is charged with
day-to-day operations and, therefore, Causeway generally votes on routine
business matters in favor of management’s proposals or positions.
Causeway
generally votes for:
•distributions
of income
•appointment
of auditors
•director
compensation, unless deemed excessive
•boards
of directors – Causeway generally votes for management’s slate of director
nominees. However, it votes against incumbent nominees with poor attendance
records, or who have otherwise acted in a manner Causeway believes is not in the
best interests of shareholders. Causeway recognizes that in certain
jurisdictions, local law or regulation may influence Board
composition.
•financial
results/director and auditor reports
•share
repurchase plans
•changing
corporate names and other similar matters
Causeway
generally votes the following matters on a case-by-case
basis:
•amendments
to articles of association or other governing documents
•changes
in board or corporate governance structure
•changes
in authorized capital including proposals to issue shares
•compensation
– Causeway believes that it is important that a company’s equity-based
compensation plans, including stock option or restricted stock plans, are
aligned with the interests of shareholders, including Causeway’s clients, and
focus on observable long-term returns. Causeway evaluates compensation plans on
a case-by-case basis, with due consideration of potential consequences of
particular compensation plan. Causeway generally opposes packages that it
believes provide excessive awards or create excessive shareholder dilution.
Causeway generally opposes proposals to reprice options because the underlying
stock has fallen in value.
•social
and environmental issues - Causeway believe that it is generally management's
responsibility to address such issues within the context of increasing long-term
shareholder value. TO the extent that management's positions on a social or
environmental issue is inconsistent with increasing long-term shareholder value.
Causeway may also seek to engage in longer-term dialogue with management on
these issues, either separately or in connection with proxy votes on the
issue.
•debt
issuance requests
•mergers,
acquisitions and other corporate reorganizations or restructurings
•changes
in state or country of incorporation
•related
party transactions
Causeway
generally votes against:
•anti-takeover
mechanisms – Causeway generally opposes anti-takeover mechanisms including
poison pills, unequal voting rights plans, staggered boards, provisions
requiring supermajority approval of a merger and other matters that are designed
to limit the ability of shareholders to approve merger
transactions.
.
Conflicts
of Interest
Causeway’s
interests may, in certain proxy voting situations, be in conflict with the
interests of clients. Causeway may have a conflict if a company that is
soliciting a proxy is a client of Causeway or is a major business partner or
vendor for Causeway. Causeway may also have a conflict if Causeway personnel
have significant business or personal relationships with participants in proxy
contests, corporate directors or director candidates.
The
Chief Operating Officer determines the issuers with which Causeway may have a
significant business relationship. For this purpose, a “significant business
relationship” is one that: (1) represents 1.5% or more of Causeway’s prior
calendar year gross revenues; (2) represents $2,000,000 or more in payments from
a sponsored vehicle during the prior calendar year; or (3) may not directly
involve revenue to Causeway or payments from its sponsored vehicles, but is
otherwise determined by the Chief Operating Officer to be significant to
Causeway or its affiliates or sponsored vehicles, such as a primary service
provider of a fund or vehicle managed and sponsored by Causeway, or a
significant relationship with the company that might create an incentive for
Causeway to vote in favor of management.
The
Chief Operating Officer will identify issuers with which Causeway’s employees
who are involved in the proxy voting process may have a significant personal or
family relationship. For this purpose, a “significant personal or family
relationship” is one that would be reasonably likely to influence how Causeway
votes proxies.
Proxy
voting staff will seek to identify potential conflicts of interest in the first
instance and escalate relevant information to the Chief Operating Officer. The
Chief Operating Officer will reasonably investigate information relating to
conflicts of interest. For purposes of identifying conflicts under this policy,
the Chief Operating Officer will rely on publicly available information about
Causeway and its affiliates, information about Causeway and its affiliates that
is generally known by Causeway’s employees, and other information actually known
by the Chief Operating Officer. Absent actual knowledge, the Chief Operating
Officer is not required to investigate possible conflicts involving Causeway
where the information is (i) non-public, (ii) subject to information blocking
procedures, or (iii) otherwise not readily available to the Chief Operating
Officer.
Proxy
voting staff will maintain a list of issuers with which there may be a conflict
and will monitor for potential conflicts of interest on an ongoing
basis.
Proxy
proposals that are “routine,” such as uncontested elections of directors or
those not subject to a vote withholding campaign, meeting formalities, and
approvals of annual reports/financial statements are presumed not to involve
material conflicts of interest. For non-routine proposals, the Chief Operating
Officer in consultation with Causeway’s General Counsel/Chief Compliance Officer
decides if they involve a material conflict of interest.
If
a proposal is determined to involve a material conflict of interest, Causeway
may, but is not required to, obtain instructions from the client on how to vote
the proxy or obtain the client’s consent for Causeway’s vote. If Causeway does
not seek the client’s instructions or consent, Causeway will vote as
follows:
•If
a “for” or “against” or “with management” guideline applies to the proposal,
Causeway will vote in accordance with that guideline.
•If
a “for” or “against” or “with management” guideline does not apply to the
proposal, Causeway will follow the recommendation of an independent third party
such as ISS. If Causeway seeks to follow the recommendation of a third party,
the Chief Operating Officer will assess the third party’s capacity and
competency to analyze the issue, as well as the third party’s ability to
identify and address conflicts of interest it may have with respect to the
recommendation.
To
monitor potential conflicts of interest regarding the research and
recommendations of independent third parties, such as ISS, proxy voting staff
will review the third party’s disclosures of significant relationships. The
Chief Operating Officer will review proxy votes involving issuers where a
significant relationship has been identified by the proxy research provider.
Practical
Limitations Relating to Proxy Voting
While
the proxy voting process is well established in the United States and other
developed markets with numerous tools and services available to assist an
investment manager, voting proxies of non-US companies located in certain
jurisdictions may involve a number of problems that may restrict or prevent
Causeway’s ability to vote such proxies. These problems include, but are not
limited to: (i) proxy statements and ballots being written in a language other
than English; (ii) untimely and/or inadequate notice of shareholder meetings
relative to deadlines required to submit votes; (iii) restrictions on the
ability of holders outside the issuer’s jurisdiction of organization to exercise
votes; (iv) requirements to vote proxies in person; (v) restrictions on the sale
of the securities for a period of time prior to the shareholder meeting; and
(vi) requirements to provide local agents with powers of attorney (which
Causeway will typically rely on clients to maintain) to facilitate Causeway’s
voting instructions. As a result, Causeway will only use its best efforts to
vote clients’ non-US proxies and Causeway may decide not to vote a proxy if it
determines that it would be impractical or disadvantageous to do
so.
In
addition, regarding US and non-US companies, Causeway will not vote proxies if
it does not receive adequate information from the client’s custodian in
sufficient time to cast the vote.
For
clients with securities lending programs, Causeway may not be able to vote
proxies for securities that a client has loaned to a third party. Causeway
recognizes that clients manage their own securities lending programs. Causeway
may, but is not obligated to, notify a client that Causeway is being prevented
from voting a proxy due to the securities being on loan. There can be no
assurance that such notice will be received in time for the client, if it so
chooses, to recall the security.
Proxy
Voting Guidelines
Eagle
Asset Management, Inc.
September
2021
(Eagle
Asset Management Logo)
|
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Table
of Contents |
|
Part
I: POLICY AND PROCEDURES |
|
Guiding
Principles |
The
Proxy Voting Process |
Conflicts
of Interest |
|
Part
II: EAM PROXY VOTING GUIDELINES SUMMARY |
|
U.S.
Proxy Items |
Non-U.S.
Proxy Items |
2021
Proxy Voting Guidelines
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Part
I: POLICY AND PROCEDURES |
Eagle
Asset Management, Inc.
(Collectively
“EAM”)
POLICY
AND PROCEDURES ON PROXY VOTING
FOR
INVESTMENT ADVISORY CLIENTS
Guiding
Principles
Proxy
voting and the analysis of corporate governance issues in general are important
elements of the portfolio management services we provide to our advisory clients
who have authorized us to address these matters on their behalf. Our guiding
principles in performing proxy voting are to make decisions that favor
proposals, which in EAM’s view, maximize a company’s shareholder value and are
not influenced by conflicts of interest. These principles reflect EAM’s belief
that sound corporate governance will create a framework within which a company
can be managed in the interests of its shareholders.
EAM
has adopted the policies and procedures set out below regarding the voting of
proxies (the “Policy”). EAM periodically reviews this Policy, in conjunction
with the parent company Carillon Tower Advises Stewardship committee, to ensure
it continues to be consistent with our guiding principles.
The
Proxy Voting Process Public Equity
Investments
To
implement these guiding principles for investments in publicly traded equities
for which we have voting power on any record date, we follow customized proxy
voting guidelines that have been developed by EAM portfolio management (the “EAM
Guidelines”). The EAM Guidelines embody the positions and factors EAM considers
important in casting proxy votes. They address a wide variety of individual
topics, including, among other matters, shareholder voting rights, anti-takeover
defenses, board structures, the election of directors, executive and director
compensation, reorganizations, mergers, issues of corporate social
responsibility and various shareholder proposals. Recognizing the complexity and
factspecific nature of many corporate governance issues, the EAM Guidelines
identify factors we consider in determining how the vote should be cast. A
summary of the EAM Guidelines is enclosed as Part II.
The
principles and positions reflected in this Policy are designed to guide us in
voting proxies, and not necessarily in making investment decisions. EAM
portfolio management teams (each a “Portfolio Management Team”) base their
determinations of whether to invest in a particular company on a variety of
factors, and while corporate governance may be one such factor, it may not be
the primary consideration.
2021
Proxy Voting Guidelines
Implementation
EAM
has retained a third-party proxy voting service (the “Proxy Service”) to assist
in the implementation of certain proxy voting-related functions, including,
without limitation, operational, recordkeeping and reporting services. The Proxy
Service transmits votes for each proxy based upon the application of the EAM
Guidelines to the particular proxy issues. EAM retains the responsibility for
proxy voting decisions.
Clients
of EAM may retain their voting rights; delegate the responsibility to EAM or to
a third party of their choosing. In certain instances, EAM may still be required
to transmit vote proxies for those custodians who do not have a relationship
with the Proxy Service.
EAM’s
Portfolio Management Teams generally cast proxy votes consistently with the EAM
Guidelines. On certain proxy votes, each Portfolio Management Team may diverge
from the EAM Guidelines based on new information but bearing in mind that the
override decisions are not influenced by any conflict of interest. Because of
the override process, different Portfolio Management Teams may vote differently
for particular votes for the same company.
From
time to time, EAM’s ability to vote proxies may be affected by regulatory
requirements and compliance, legal or logistical considerations. As a result,
EAM, from time to time, may determine that it is not practicable or desirable to
vote proxies.
Conflicts
of Interest
In
instances when a Portfolio Management Team is interested in voting in a manner
that diverges from the initial Recommendation based on the EAM Guidelines, EAM
has implemented processes designed to prevent conflicts of interest from
influencing its proxy voting decisions. These processes include information
barriers, the use of the EAM Guidelines and the override review described above.
|
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Part
II: EAM PROXY VOTING GUIDELINES SUMMARY |
The
following is a summary of the material EAM Proxy Voting Guidelines (the
“Guidelines”), which form the substantive basis of EAM’s Policy and Procedures
on Proxy Voting for Investment Advisory Clients (the “Policy”). As described in
the main body of the Policy, one or more EAM Portfolio Management Teams may
diverge from the Guidelines and a related Recommendation on any particular proxy
vote or in connection with any individual investment decision in accordance with
the Policy.
U.S.
Proxy Items
The
EAM proxy voting guidelines will be based on the ISS Benchmark Policy (US), with
the following customization:
a.E&S
shareholder proposals would be Case-By-Case (“REFER”).
b.Shareholder
proposals to Require Independent Board Chair would be Case-By-Case
(“REFER”).
c.Advisory
Vote on Executive Compensation (“Say on Pay”) should go to Case-By-Case
(“REFER”) in the event ISS has an “Against” recommendation.
d.Restructuring
proposals, including M&A activity, bankruptcy, etc. would be Case-By-Case
(“REFER”)
2021
Proxy Voting Guidelines
All
Case-By-Case (“REFER”) votes would go to chair of Stewardship Committee who
would then convene a meeting with portfolio managers involved for discussion and
vote.
Unified
EAM guidelines as well as any updates to the ISS Benchmark Policy (US) will be
reviewed by the Stewardship Committee at least annually.
Non-U.S
Proxy Items
For
international holdings, ISS country-specific benchmark guidelines will be
used.
2021
Proxy Voting Guidelines
2021
Proxy Voting Guidelines
EMERALD
ADVISERS, LLC.
EMERALD
MUTUAL FUND ADVISERS TRUST
EMERALD
SEPARATE ACCOUNT MANAGEMENT
PROXY
VOTING POLICY
The
voting policies set forth below apply to all proxies which Emerald Advisers,
LLC. and subsidiaries are entitled to vote. It is Emerald’s policy to vote all
such proxies. Corporate governance through the proxy process is solely concerned
with the accountability and responsibility for the assets entrusted to
corporations. The role of institutional investors in the governance process is
the same as the responsibility due all other aspects of the fund’s management.
First and foremost, the investor is a fiduciary and secondly, an owner.
Fiduciaries and owners are responsible
for their investments. These responsibilities include:
1)selecting
proper directors
2)insuring
that these directors have properly supervised management
3)resolve
issues of natural conflict between shareholders and managers
a.Compensation
b.Corporate
Expansion
c.Dividend
Policy
d.Free
Cash Flow
e.Various
Restrictive Corporate Governance Issues, Control Issues, etc.
f.Preserving
Integrity
In
voting proxies, Emerald will consider those factors which would affect the value
of the investment and vote in the manner, which in its view, will best serve the
economic interest of its clients. Consistent with this objective, Emerald will
exercise its vote in a activist pro-shareholder manner in accordance with the
following policies.
I.
BOARDS OF DIRECTORS
In
theory, the board represents shareholders, in practice, all to often Board
members are selected by management. Their allegiance is therefore owed to
management in order to maintain their very favorable retainers and prestigious
position. In some cases, corporations never had a nominating process, let alone
criteria for the selection of Board members. Shareholders have begun to focus on
the importance of the independence of the Board of Directors and the nominating
process for electing these Board members. Independence is an important criterium
to adequately protect shareholders’ ongoing financial interest and to properly
conduct a board member’s oversight process. Independence though, is only the
first criteria for a Board. Boards need to be responsible fiduciaries in their
oversight and decision making on behalf of the owners and corporations. Too many
companies are really ownerless.
Boards who have failed to perform their duties, or do not act in the best
interests of the shareholders should be voted out. A clear message is sent when
a no confidence vote is given to a set of directors or to a full
Board.
A.Election
of Directors,
a Board of Directors, or any number of Directors. In order to assure Boards are
acting solely for the shareholders they represent, the following resolutions
will provide a clear message to underperforming companies and Boards who have
failed to fulfill duties assigned to them.
•Votes
should be cast in favor of shareholder proposals asking that boards be comprised
of a majority of outside directors.
•
Votes should be cast in favor of shareholder proposals asking that board audit,
compensation and nominating committees be comprised exclusively of outside
directors.
•Votes
should be cast against management proposals to re-elect the board if the board
has a majority of inside directors.
•Votes
should be withheld for directors who may have an inherent conflict of interest
by virtue of receiving consulting fees from a corporation (affiliated
outsiders).
•Votes
should be withheld, on a case by case basis, for those directors of the
compensation committees responsible for particularly egregious compensation
plans.
•Votes
should be withheld for directors who have failed to attend 75% of board or
committee meetings in cases where management does not provide adequate
explanation for the absences.
•Votes
should be withheld for incumbent directors of poor performing companies;
defining poor performing companies as those companies who have below average
stock performance (vs. peer group/Wilshire 5000) and below average return on
assets and operating margins.
•Votes
should be cast in favor of proposals to create shareholder advisory committees.
These committees will represent shareholders’ views, review management, and
provide oversight of the board and their directors.
B.Selection
of Accountants:
Emerald will generally support a rotation of accountants to provide a truly
independent audit. This rotation should generally occur every 4-5
years.
C.Incentive
Stock Plans.
Emerald will generally vote against all excessive compensation and incentive
stock plans which are not performance related.
D.Corporate
restructuring plans
or company name changes, will generally be evaluated on a case by case
basis.
E.Annual
Meeting Location. This
topic normally is brought forward by minority shareholders, requesting
management to hold the annual meeting somewhere other than where management
desires. Resolution.
Emerald normally votes with management, except in those cases where management
seeks a location to avoid their shareholders.
F.Preemptive
Rights.
This is usually a shareholder request enabling shareholders to participate first
in any new offering of common stock. Resolution:
We do not feel that preemptive rights would add value to shareholders, we would
vote against such shareholder proposals.
G.Mergers
and/or Acquisitions.
Each merger and/or acquisition has numerous ramifications for long term
shareholder value. Resolution:
After in-depth valuation Emerald will vote its shares on a case by case
basis.
II.
CORPORATE
GOVERNANCE ISSUES
These
issues include those areas where voting with management may not be in the best
interest of the institutional investor. All proposals should be examined on a
case by case basis.
A.Provisions
Restricting Shareholder Rights.
These provisions would hamper shareholders ability to vote on certain corporate
actions, such as changes in the bylaws, greenmail, poison pills,
recapitalization plans, golden parachutes, and on any item that would limit
shareholders’ right to nominate, elect, or remove directors. These items can
change the course of the corporation overnight and shareholders should have the
right to vote on these critical issues. Resolution:
Vote
Against
management proposals to implement such restrictions and vote For
shareholder proposals to eliminate them.
B.Anti-Shareholder
Measures.
These are measures designed to entrench management so as to make it more
difficult to effect a change in control of the corporation. They are normally
not in the best interests of shareholders since they do not allow for the most
productive use of corporate assets.
1.
Classification of the Board of Directors:
A
classified Board is one in which directors are not elected in the same year
rather their terms of office are staggered. This eliminates the possibility of
removing entrenched management at any one annual election of directors.
Resolution:
Vote
Against
proposals to classify the Board and support proposals (usually shareholder
initiated) to implement annual election of the Board.
2.
Shareholder Rights Plans (Poison Pills):
Anti-acquisition
proposals of this sort come in a variety of forms. In general, issuers confer
contingent benefits of some kind on their common stockholders. The most
frequently used benefit is the right to buy shares at discount prices in the
event of defined changes in corporate control. Resolution:
Vote
Against
proposals to adopt Shareholder Rights Plans, and vote For
Shareholder proposals eliminating such plans.
3.
Unequal Voting Rights:
A
takeover defense, also known as superstock, which gives holders disproportionate
voting rights. Emerald adheres to the One Share, One Vote philosophy, as all
holders of common equity must be treated fairly and equally. Resolution:
Vote
Against
proposals creating different classes of stock with unequal voting
privileges.
4.
Supermajority Clauses:
These
are implemented by management requiring that an overly large amount of
shareholders (66-95% of shareholders rather than a simple majority) approve
business combinations or mergers, or other measures affecting control. This is
another way for management to make changes in control of the company more
difficult. Resolution:
Vote
Against
management proposals to implement supermajority clauses and support shareholder
proposals to eliminate them.
5.
Fair Price Provisions:
These
provisions allow management to set price requirements that a potential bidder
would need to satisfy in order to consummate a merger. The pricing formulas
normally used are so high that the provision makes any tender offer
prohibitively expensive. Therefore, their existence can foreclose the
possibility of tender offers and hence, the opportunity to secure premium prices
for holdings. Resolution:
Vote
Against
management proposals to implement fair price provisions and vote For
shareholder proposals to eliminate them.
Caveat:
Certain fair price provisions are legally complex and require careful analysis
and advice before concluding whether or not their adoption would serve
stockholder interest.
6.
Increases
in authorized shares and/or creation of new classes of common and preferred
stock:
a.Increasing
authorized shares.
Emerald
will support management if they have a stated purpose for increasing the
authorized number of common and preferred stock. Under normal circumstances,
this would include stock splits, stock dividends, stock option plans, and for
additional financing needs. However, in certain circumstances, it is apparent
that management is proposing these increases as an anti-takeover measure. When
used in this manner, share increases could inhibit or discourage stock
acquisitions by a potential buyer, thereby negatively affecting a fair price
valuation for the company.
Resolution:
On
a case by case basis, vote Against
management if they attempt to increase the amount of shares that they are
authorized to issue if their intention is to use the excess shares to discourage
a beneficial business combination. One way to determine if management intends to
abuse its right to issue shares is if the amount of authorized shares requested
is double the present amount of authorized shares.
b.
Creation of new classes of stock.
Managements
have proposed authorizing shares of new classes of stock, usually preferreds,
which the Board would be able to issue at their discretion. The Board would also
be granted the discretion to determine the dividend rate, voting privileges,
redemption provisions, conversion rights, etc. without approval of the
shareholders. These “blank check” issues are designed specifically to inhibit a
takeover, merger, or accountability to its shareholders.
Resolution:
Emerald
would vote AGAINST management in allowing the Board the discretion to issue any
type of “blank check” stock without shareholder approval.
c.
Directors and Management Liability and Indemnification.
These
proposals are a result of the increasing cost of insuring directors and top
management against lawsuits. Generally, managements propose that the liability
of directors and management be either eliminated or limited. Shareholders must
have some recourse for losses that are caused by negligence on the part of
directors and management. Therefore directors and management should be
responsible for their fiduciary duty of care towards the company. The Duty of
Care is defined as the obligation of directors and management to be diligent in
considering a transaction or in taking or refusing to take a corporate
action.
Resolution:
On
a case by case basis, Emerlad votes Against
attempts by management to eliminate directors and management liability for their
duty of care.
d.
Compensation Plans (Incentive Plans)
Management
occasionally will propose to adopt an incentive plan which will become effective
in the event of a takeover or merger. These plans are commonly known as “golden
parachutes” or “tin parachutes” as they are specifically designed to grossly or
unduly benefit a select few in management who would most likely lose their jobs
in an acquisition. Shareholders should be allowed to vote on all plans of this
type.
Resolution:
On
a case by case basis, vote Against
attempts by management to adopt proposals that are specifically designed to
grossly or unduly benefit members of executive management in the event of an
acquisition.
e.
Greenmail
Emerald
would not support management in the payment of greenmail.
Resolution:
Emerald
would vote FOR
any shareholder resolution that would eliminate the possibility of the payment
of greenmail.
f.
Cumulative Voting
Cumulative
voting entitles stockholders to as many votes as equal the number of shares they
own multiplied by the number of directors being elected. According to this set
of rules, a shareholder can cast all votes towards a single director, or any two
or more. This is a proposal usually made by a minority shareholder seeking to
elect a director to the Board who sympathizes with a special interest. It also
can be used by management that owns a large percentage of the company to ensure
that their appointed directors are elected.
Resolution:
Cumulative
voting tends to serve special interests and not those of shareholders, therefore
Emerald will vote Against
any proposals establishing cumulative voting and For
any proposal to eliminate it.
g.
Proposals Designed to Discourage Mergers & Acquisitions In
Advance
These
provisions direct Board members to weigh socioeconomic and legal as well as
financial factors when evaluating takeover bids. This catchall apparently means
that the perceived interests of customers, suppliers, managers, etc., would have
to be considered along with those of the shareholder. These proposals may be
worded: “amendments to instruct the Board to consider certain factors when
evaluating an acquisition proposal”. Directors are elected primarily to promote
and protect the shareholder interests. Directors should not allow other
considerations to dilute or deviate from those interests. Resolution:
Emerald
will vote Against
proposals that would discourage the most productive use of corporate assets in
advance.
h.
Confidential Voting
A
company that does not have a ballot provision has the ability to see the proxy
votes before the annual meeting. In this way, management is able to know before
the final outcome how their proposals are being accepted. If a proposal is not
going their way, management has the ability to call shareholders to attempt to
convince them to change their votes. Elections should take place in normal
democratic process which includes the secret ballot. Elections without the
secret ballot can lead to coercion of shareholders, employees, and other
corporate partners. Resolution:
Vote
For
proposals to establish secret ballot voting.
i
Disclosure
Resolution:
Emerald
will vote Against
proposals that would require any kind of unnecessary disclosure of business
records. Emerald will vote For
proposals that require disclosure of records concerning unfair labor practices
or records dealing with the public safety.
j.
Sweeteners
Resolution:
Emerald
will vote Against
proposals that include what are called “sweeteners” used to entice shareholders
to vote for a proposal that includes other items that may not be in the
shareholders best interest. For instance, including a stock split in the same
proposal as a classified Board, or declaring an extraordinary dividend in the
same proposal installing a shareholders rights plan (Poison Pill).
k.
Changing the State of Incorporation
If
management sets forth a proposal to change the State of Incorporation, the
reason for change is usually to take advantage of another state’s liberal
corporation laws, especially regarding mergers, takeovers, and anti-shareholder
measures. Many companies view the redomestication in another jurisdiction as an
opportune time to put new anti-shareholder measures on the books or to purge
their charter and bylaws of inconvenient shareholder rights, written consent,
cumulative voting, etc. Resolution:
On
a case by case basis, Emerald will vote Against
proposals changing the State of Incorporation for the purpose of their
anti-shareholder provisions and will support shareholder proposals calling for
reincorporation into a jurisdiction more favorable to shareholder
democracy.
l.
Equal Access to Proxy Statements
Emerald
supports stockholders right to equal access to the proxy statement, in the same
manner that management has access. Stockholders are the owners of a corporation
and should not be bound by timing deadlines and other obstacles that presently
shareholders must abide by in sponsoring proposals in a proxy statement. The
Board should not have the ability to arbitrarily prevent a shareholder proposal
from appearing in the proxy statement. Resolution:
Emerald
will support any proposal calling for equal access to proxy
statements.
m.
Abstention Votes
Emerald
supports changes in the method of accounting for abstention votes. Abstention
votes should not
be considered as shares “represented” or “cast” at an annual meeting. Only those
shares cast favoring
or opposing
a proposal should be included in the total votes cast to determine if a majority
vote has been achieved. Votes cast abstaining should not be included in total
votes cast. Resolution:
Emerald
will support any proposal to change a company’s by-laws or articles of
incorporation to reflect the proper accounting for abstention
votes.
III.
Other Issues
On
other major issues involving questions of community interest, moral and social
concern, fiduciary trust and respect for the law such as:
A.Human
Rights
B.Nuclear
Issues
C.Defense
Issues
D.Social
Responsibility
Emerald,
in general supports the position of management. Exceptions to this policy
Include:
1. South
Africa
Emerald
will actively encourage those corporations that have South African interests to
adopt and adhere to the Statement of Principles for South Africa, formerly known
as the Sullivan Principles, and to take further actions to promote responsible
corporate activity.
2. Northern
Ireland
Emerald
will actively encourage U.S. companies in Northern Ireland to adopt and adhere
to the MacBride Principles, and to take further actions to promote responsible
corporate activity.
IV.
Other Potential Conflicts of Interest
Emerald
may manage a variety of corporate accounts that are publically traded. Emerald
will use Glass-Lewis recommendations to avoid any appearance of a conflict of
interest when voting proxies of its clients that are publically traded
companies.
Appendix
5-A
HOTCHKIS
& WILEY
SUMMARY
OF PROXY VOTING POLICIES & PROCEDURES
INTRODUCTION
Our
primary responsibility is to act as a fiduciary for our clients when voting
proxies. We evaluate and vote each proposed proxy in a manner that encourages
sustainable business practices which in turn maximizes long term shareholder
value.
As
part of our normal due diligence and monitoring of investments, we engage
management, board members, or their representatives on material business issues
including environmental, social, and governance (“ESG”) matters. Each proxy to
be voted is an opportunity to give company management and board members formal
feedback on these important matters.
This
document summarizes our stance on important issues that are commonly found on
proxy ballots, though each vote is unique and there will be occasional
exceptions to these guidelines. The purpose of our proxy guidelines is to ensure
decision making is consistent with our responsibilities as a
fiduciary.
GENERAL
APPROACH
To
the extent we are asked to vote a client’s proxy, our investment analysts are
given the final authority on how to vote a particular proposal as these
analysts’ understanding of the company make them the best person to apply our
policy to a particular company’s proxy ballot. To assist our analysts in their
voting, we provide them with a report that compares the company’s board of
directors’ recommendation against H&W’s proxy policy guideline
recommendation and with third party proxy research (ISS sustainability and
climate benchmarks) and third party ESG analysis (MSCI). Any deviation from the
H&W policy recommendation requires a written statement from the analyst that
summarizes their decision to deviate from policy.
There
are instances such as unique client guidelines, regulatory requirements, share
blocking, securities lending, or other technical limitations where we are unable
to vote a particular proxy. In those instances where we do not have voting
responsibility, we will generally forward our recommendation to such person our
client designates.
VOTING
GUIDELINES
These
guidelines are divided into seven categories based on issues that frequently
appear on proxy ballots.
1.Boards
and Directors
2.Environmental
and Social Matters
3.Auditors
and Related Matters
4.Shareholder
Rights
5.Capital
and Restructuring
6.Executive
and Board Compensation
7.Routine
and Miscellaneous Matters
1.Boards
and Directors
Board
Independence
We
believe an independent board is crucial to protecting and serving the interests
of public shareholders. We will generally withhold from or vote against any
insiders when such insider sits
on
the audit, compensation, or nominating committees; or if independent directors
comprise less than 50% of the board. Insiders are non-independent directors who
may have inherent conflicts of interest that could prevent them from acting in
the best interest of shareholders. Examples of non-independent directors include
current and former company executives, persons with personal or professional
relationships with the company and or its executives, and shareholders with
large ownership positions.
Board
Composition
We
believe directors should attend meetings, be focused on the company, be
responsive to shareholders, and be accountable for their decisions.
We
will generally withhold from or vote against directors who attend less than 75%
of meetings held during their tenure without just cause, sit on more than 5
public company boards (for CEOs only 2 outside boards), support measures that
limit shareholder rights, or fail to act on shareholder proposals that passed
with a majority of votes.
Board
Diversity
Boards
should consider diversity when nominating new candidates, including gender,
race, ethnicity, age, and professional experience. We encourage companies to
have at least one female and one diverse (e.g., race, ethnicity) director or
have a plan to do so.
Board
Size
We
do not see a standard number of directors that is ideal for all companies. In
general, we do not want to see board sizes changed without shareholder approval
as changing board size can be abused in the context of a takeover
battle.
Board
Tenure
In
general, we will evaluate on a case-by-case basis whether the board is
adequately refreshed with new talent and the proposed changes are not designed
to reduce board independence.
Classified
Boards
We
oppose classified boards because, among other things, it can make change in
control more difficult to achieve and limit shareholder rights by reducing board
accountability.
Cumulative
Voting
Generally,
we oppose cumulative voting because we believe that economic interests and
voting interests should be aligned in most circumstances.
Independent
Board Chair
Generally,
we favor a separate independent chair that is not filled by an insider. If the
CEO is also the board chair, we require 2/3 of the board to be independent, a
strong independent director (i.e., has formal input on board agendas and can
call/preside over meetings of independent directors), and the CEO cannot serve
on the nominating or compensation committees.
Proxy
Contests
Proxy
contests are unusual events that require a case-by-case assessment of the unique
facts and circumstances of each contested proxy campaign. Our policy is to defer
to the judgement of our analysts on what best serves our clients’ interests. Our
analysts will evaluate the validity of the dissident’s concerns, the likelihood
that the dissident plan will improve shareholder value, the qualifications of
the dissident’s candidates, and management’s historical record of creating or
destroying shareholder value.
Risk
Oversight
Generally,
companies should have established processes for managing material threats to
their businesses, including ESG risks. We encourage transparency and vote to
improve transparency to help facilitate appropriate risk oversight.
2.Environmental
and Social Matters
We
believe the oversight of ESG risks is an important responsibility of the board
of directors and is a prerequisite for a well- managed company. Transparent
disclosures are necessary to identify and evaluate environmental and social
risks and opportunities. A lack of transparency will increase the likelihood
that environmental and social risks are not being sufficiently
managed/limited/mitigated. In general, we will engage companies with substandard
disclosure to encourage them to provide adequate disclosure on E&S risks
that typically align with Sustainability Accounting Standards Board (SASB)
recommendations.
In
general, we support proposals that encourage disclosure of risks provided they
are not overly burdensome or disclose sensitive competitive information balanced
against the materiality of the risk. We also consider whether the proposal is
more effectively addressed through other means, like legislation or
regulation.
Environmental
Issues
Climate
Change and Green House Gas Emissions
Climate
change has become an important factor in companies’ long-term sustainability and
opportunity. Understanding a company’s strategy in managing these risks and
opportunities is necessary in evaluating an investment’s prospects. We support
disclosures related to the risks and/or opportunities a company faces related to
climate change, including information on how the company identifies and manages
such risks/opportunities.
Energy
Efficiency
We
generally support proposals requesting that a company report on its energy
efficiency policies. Exceptions may include a request that is overly burdensome
or provides unrealistic deadlines.
Hydraulic
Fracturing
We
support proposals requesting greater disclosure of a company's hydraulic
fracturing operations. This includes steps the company has taken, or plans to
take, regarding mitigating and managing its environmental impact overall and on
surrounding communities.
Renewable
Energy
We
support requests for reports on renewable energy accomplishments and future
plans. Exceptions may include duplicative, irrelevant, or otherwise unreasonable
requests.
Social
Issues
Equal
Opportunity
We
support proposals requesting disclosures of companies’ policies and/or future
initiatives related to diversity, including current data regarding the diversity
of its workforce.
Gender
Identity and Sexual Orientation
We
support proposals to revise diversity policies to prohibit discrimination based
on sexual orientation and/or gender identity.
Human
Rights Proposals
We
support proposals requesting disclosure related to labor and/or human rights
policies.
Political
Activities
We
support the disclosure of a company’s policies and procedures related to
political contributions and lobbying activities.
Sexual
Harassment
We
vote on a case-by-case basis regarding proposals seeking reports on company
actions related to sexual harassment. We evaluate the company’s current
policies, oversight, and disclosures. We also consider the company’s history and
any related litigation or regulatory actions related to sexual harassment, and
support proposals we believe will prevent such behavior when systemic issues are
suspected.
3.Auditors
and Related Matters
Generally,
we will support the board’s recommendation of auditors provided that the
auditors are independent, non-audit fees are less than the sum of all audit and
tax related fees, and there are no indications of fraud or misleading audit
opinions.
4.Shareholder
Rights
We
do not support proposals that limit shareholder rights. When a company
chronically underperforms minimal expectations due to poor execution, poor
strategic decisions, or poor capital allocation, there may arise the need for
shareholders to effect change at the board level. Proposals that have the effect
of entrenching boards or managements, thwarting the will of the majority of
shareholders, or advantaging one class of shareholders at the expense of other
shareholders will not be supported.
Amendment
to Charter/Articles/Bylaws
We
do not support proposals that give the board exclusive authority to amend the
bylaws. We believe amendments to charter/articles/bylaws should be approved by a
vote of the majority of shareholders.
One
Share, One Vote
Generally,
we do not support proposals to create dual class voting structures that give one
set of shareholders super voting rights that are disproportionate from their
economic interest in the company. Generally, we will support proposals to
eliminate dual class structures.
Poison
Pills
In
general, we do not support anti-takeover measures such as poison pills. Such
actions can lead to outcomes that are not in shareholders’ bests interests and
impede maximum shareholder returns. It can also lead to management entrenchment.
We may support poison pills intended to protect NOL assets.
Proxy
Access
Generally,
we support proposals that enable shareholders with an ownership level of 3% for
a period of three years or more, or an ownership level of 10% and a holding
period of one year or more.
Right
to Act by Written Consent
We
believe that shareholders should have the right to solicit votes by written
consent in certain circumstances. These circumstances generally include but are
not limited to situations where more than a narrow group of shareholders support
the cause to avoid unnecessary resource waste, the proposal does not exclude
minority shareholders to the benefit of a large/majority
shareholder,
and shareholders receive more than 50% support to set up action by written
consent.
Special
Meetings
Generally,
we support proposals that enable shareholders to call a special meeting provided
shareholders own at least 15% of the outstanding shares.
Virtual
Meetings
We
believe shareholders should have the opportunity to participate in the annual
and special meetings, as current communications technology such as video
conferencing is broadly available to facilitate such interactions. This improves
shareholders’ ability to hear directly from management and the board of the
directors, and to provide feedback as needed.
5.Capital
and Restructuring
Events
such as takeover offers, buyouts, mergers, asset purchases and sales, corporate
restructuring, recapitalizations, dilutive equity issuance, or other major
corporate events are considered by our analysts on a case-by-case basis. Our
policy is to vote for transactions that maximize the long-term risk adjusted
return to shareholders considering management’s historical record of creating
shareholder value, the likelihood of success, and the risk of not supporting the
proposal.
Dual
Class Shares
We
do not support dual class shares unless the economic and voting interests are
equal.
Issuance
of Common Stock
In
general, we will consider the issuance of additional shares in light of the
stated purpose, the magnitude of the increase, the company’s historical
shareholder value creation, and historical use of shares. We are less likely to
support issuance when discounts or re-pricing of options has been an issue in
the past.
6.Executive
and Board Compensation
We
expect the board of directors to design, implement, and monitor pay practices
that promote pay-for-performance, alignment of interest with long-term
shareholder value creation, retention and attraction of key employees. In
general, we will evaluate executive compensation in light of historical value
creation, peer group pay practices, and our view on management’s stewardship of
the company.
We
expect the board of directors to maintain an independent and effective
compensation committee that has members with the appropriate skills, knowledge,
experience, and ability to access third-party advice.
We
expect the board of directors to provide shareholders with clear and
understandable compensation disclosures that enable shareholders to evaluate the
effectiveness and fairness of executive pay packages.
And
finally, we expect the board of directors’ own compensation to be reasonable and
not set at a level that undermines their independence from
management.
Golden
Parachutes
Golden
parachutes can serve as encouragement to management to consider transactions
that benefit shareholders; however, substantial payouts may present a conflict
of interest where management is incentivized to support a suboptimal deal. We
view cash severance greater than
3x
base salary and bonus to be excessive unless approved by a majority of
shareholders in a say-on-pay advisory vote.
Incentive
Options and Repricing
We
generally support long-term incentive programs tied to pay-for-performance. In
general, we believe 50% or more of top executive pay should be tied to long-term
performance goals and that those goals should be tied to shareholder value
creation metrics. We do not support plans that reset when management fails to
attain goals or require more than 10% of outstanding shares to be issued. In
general, we do not support the exchange or repricing of options.
Say-on-Pay
We
believe annual say-on-pay votes are an effective mechanism to provide feedback
to the board on executive pay and performance. We support non-binding proposals
that are worded in a manner such that the actual implementation of the plan is
not restricted. In general, we will vote against plans where there is a serious
misalignment of CEO pay and performance or the company maintains problematic pay
practices. In general, we will withhold votes from members of the compensation
committee if there is no say-on-pay on the ballot, the board fails to respond to
a previous say-on-pay proposal that received less than 70% support, the company
has implemented problematic pay practices such as repricing options or its pay
plans are egregious.
7.Routine
and Miscellaneous Matters
We
generally support routine board proposals such as updating bylaws (provided they
are of a housekeeping nature), change of the corporate name or change of the
time or location of the annual meeting.
Adjournment
of Meeting
We
do not support proposals that give management the authority to adjourn a special
meeting absent compelling reasons to support the proposal.
Amend
Quorum Requirements
We
do not support proposals to reduce quorum requirements for shareholder meetings
without support from a majority of the shares outstanding without compelling
justification.
Other
Business
We
do not support proposals on matters where we have not been provided sufficient
opportunity to review the matters at hand.
ONGOING
REVIEW & RESPONSIBILITIES
Investment
analysts are responsible for voting proxies following a thorough review of the
proposals and guided by our internal proxy policy. The analysts draw from a
variety of sources during their proprietary research process, which informs the
proxy vote decision. These sources include meetings with senior management
and/or board members, other industry experts/contacts, and many other means. To
support the proxy voting effort, Hotchkis & Wiley has engaged Institutional
Shareholder Services (“ISS”) for proxy research and proxy voting administration
to help facilitate our process.
Hotchkis
& Wiley also has a Proxy Oversight Committee consisting of the Chief
Operating Officer, Chief Compliance Officer, and Managing Director of Portfolio
Services. This group oversees H&W’s proxy voting policies and procedures by
providing an administrative framework to facilitate and monitor the exercise of
such proxy voting and to fulfill the obligations of reporting and recordkeeping
under the federal securities laws. This team is responsible for reviewing the
policy annually and solicits feedback from investment team members to help
inform any material enhancements.
February
2022
Not
to be Reproduced without prior written approval.
Please
refer to the Important Information at the back of the this Document Insight
Investment (logo)
Proxy
Voting Policy
March
2022
BNY
Mellon Investment Management
Contents
1.INTRODUCTION
// 3
2.POLICY
STATEMENT // 3
3.SCOPE
// 3
4.PROXY
VOTING PROCESS // 3
5.CONFLICTS
OF INTEREST // 4
6.PROXY
VOTING GROUP // 5
7.DISCLOSURE
AND RECORD KEEPING // 5
8.PROXY
VOTING POLICY REVIEW // 5
1.Introduction
Insight
seeks to actively exercise its rights and responsibilities in regard to proxy
voting on behalf of Clients and is an essential part of maximizing shareholder
value, ensuring good governance and delivering investment performance aligned
with our Clients’ long-term economic interests.
The
Insight Proxy Voting Policy (“Policy”) sets out the arrangements employed by
Insight Investment Management (Global) Limited, Insight Investment Management
(Europe) Limited, Insight North America LLC and Insight Investment International
Limited (collectively“Insight”),where Insight has been granted by its Clients
the authority to vote the proxies of the securities held in Client
portfolios.
2.Policy
Statement
Insight
is committed to integrating governance and voting all our proxies where it is
deemed appropriate and responsible to do so for the relevant asset class. In
such cases, Insight’s objective is to vote proxies in the best interests of its
Clients.
3.Scope
This
Policy applies to all financial instruments with voting rights where Insight has
discretionary voting authority.
4.Proxy
Voting Process
Insight’s
proxy voting activity adheres to best-practice standards and is a component of
Insight’s Stewardship and Engagement Policy. In implementing its Voting Policy,
Insight will take into account a number of factors used to provide a framework
for voting each proxy. These include:
Leadership:
Every company should be led by an effective board whose approach is consistent
with creating sustainable long-term growth.
•
Strategy: Company leadership should define a clear purpose and set long term
objectives for delivering value to shareholders.
•
Culture: The board should promote a diverse and inclusive culture which strongly
aligns to the values of the company. It should seek to monitor culture and
ensure that it is
regularly
engaging with its workforce.
•
Engagement with Shareholders: The board and senior management should be
transparent and engaged with existing shareholders. The board should have a
clear understanding of the views of shareholders. The board should seek to
minimize unnecessary dilution of equity and preserve the rights of existing
shareholders.
•
Sustainability: The board should take account of environmental, social and
governance risks and opportunities when setting strategy and in their company
monitoring role.
Structure:
The board should have clear division of responsibilities.
•
The Chair: The chair of the board should demonstrate objective judgment and
promote transparency and facilitate constructive debate to promote overall
effectiveness.
•
The Board: There should be an appropriate balance of executive and non-executive
directors. Non-executive directors should be evaluated for independence. No
one
individual
should have unfettered decision-making. There should be a clear division,
between the board and the executive leadership of the company.
•
Resources: The board should ensure it has sufficient governance policies,
influence and resources to function effectively. Non-executive directors should
have sufficient time to fulfil their obligations to the company as
directors.
Effectiveness:
The board should seek to build strong institutional knowledge to ensure long
term efficient and sustainable operations.
•
Appointment: There should be a formal appointment process, which ensures that
the most qualified individuals are selected for the board. This process should
be irrespective of bias to ensure appropriate diversity of the
board.
•
Knowledge: The board should be comprised of those with the knowledge, skills and
experience to effectively discharge their duties. The board should have
sufficient independence to serve as an effective check on company management and
ensure the best outcomes for shareholders.
•
Evaluation: The board should be evaluated for effectiveness on a regular basis.
Board member’s contributions should be considered individually.
Independence:
The board should present a fair and balanced view of the company’s position and
prospects.
•
Integrity: The board should ensure that all reports produced accurately reflect
the financial position, prospects and risks relevant to the company. The board
should ensure the independence and effectiveness of internal and
external
audit
functions.
•
Audit: The board should ensure that clear, uncontentious accounts are produced.
These should conform to the relevant best accountancy practices and accurately
represent the financial position of the company. Deviations from standard
accounting practices should be clearly documented with a corresponding
rationale.
•
Risk: The board should ensure the company has sound risk
management
and internal control systems. There should be
a
regular assessment and communication of the company’s emerging and principal
risks.
Remuneration:
Levels of remuneration should be sufficient to attract, retain and motivate
talent of the quality required to run the company successfully.
•
Goal Based: The board should base remuneration on goal based, qualitative,
discretionary cash incentives. Remuneration should consider underlying industry
and macroeconomic conditions and not be structured in a tax oriented
manner.
•
Transparent: Remuneration arrangements should be transparent and should avoid
complexity.
•
Sustainable: Remuneration should not be excessively share based and should be
accurately represented and controlled as an operational cost. The remuneration
of executives should promote long term focus and respect the interests of
existing shareholders.
The
relevant factors are used by Insight to develop Voting Guidelines enabling a
consistent approach to proxy voting, which are reviewed annually by the Proxy
Voting Group (“PVG”) – (see section 6). Voting Guidelines are available at the
following link: www.insightinvestment.com/ri.
Day
to day voting activity is performed by the Chair of the PVG, a senior portfolio
manager with no investment discretion. This creates an independent governance
structure for voting, helping to mitigate actual and potential conflicts of
interest (see section 5).
The
Chair of the PVG can seek support from portfolio managers, who have active
discretion over the securities, to provide additional input into the voting
decision such as company background, however the vote will be cast by the Chair
of the PVG. Insight seeks to vote on all holdings with associated voting rights
in one of three ways: in support of, against, or in abstention. If the chair is
unable to cast a vote, the decision will be cast by the deputy chair.
Insight
uses a Voting Agent to assist in the analysis and administration of the vote
(see section 4.1). For contentious issues the rationale for voting for, against,
or abstaining is retained on a case-by-case basis as appropriate and reviewed by
the PVG on a regular basis.
4.1
VOTING AGENT
To
assist Insight professionals with implementing its proxy voting strategy,
Insight retains the services of an independent proxy voting service, namely
Minerva (“Voting Agent”). Insight provides detailed Voting Guidelines to the
Voting Agent on the operational and reporting capacity of the service. The
Voting Agent’s responsibilities include, but are not limited to, monitoring
company meeting agendas and items to be voted on, reviewing each vote against
Insight’s specific Voting Guidelines and providing a voting analysis based
upon
the Voting Guidelines. The Voting Agent also identifies contentious issues that
represent a significant monetary or strategic decision. This enables Insight to
review situations where the Voting Guidelines require additional consideration
or assist in the identification of potential conflicts of interest impacting the
proxy vote decision. The Chair of the PVG will decide if the issue is
contentious or not, and if conflicts are deemed to exist, these will be
escalated to the PVG (see section 5.2).
Voting
decisions are communicated by Insight to the Voting Agent and submitted to
shareholder meetings through a specific proxy.
On
a monthly basis the Voting Agent provides reports on voting activity to Insight.
Voting data is available to Clients upon request and is posted annually on
Insights website (see section 7). Insight conducts an annual due diligence with
the Voting Agent to review the Voting Guidelines and related
services.
5.Conflicts
of Interest
Effective
stewardship requires protecting our Clients against any potential conflicts of
interest and managing them with appropriate governance. To comply with
applicable legal and regulatory requirements, Insight believes managing
perceived conflicts is as important as managing actual conflicts.
In
the course of normal business, Insight and its personnel may encounter
situations where it faces a conflict of interest or a conflict of interest could
be perceived. A conflict of interest occurs whenever the interests of Insight or
its personnel could diverge from those of a Client or when Insight or its
personnel could have obligations to more than one party whose interests are
different to each other or those of Insight’s Clients.
In
identifying a potential conflict situation, as a minimum, consideration will be
made as to whether Insight, or a member of staff, is likely to:
•
make a financial gain or avoid a financial loss at the expense of the
Client
•
material differences in the thoughts of two PM’s who own the same
security
•
benefit if it puts the interest of one Client over the interests of another
Client
•
gain an interest from a service provided to, or transaction carried out on
behalf of a Client which may not be in, or which may be different from, the
Client’s interest
•
obtain a higher than usual benefit from a third party in relation to a service
provided to the Client
•
receive an inducement in relation to a service provided to the Client, in the
form of monies, goods or services other than standard commission or fee for that
service or
•
have a personal interest that could be seen to conflict with their duties at
Insight
•
creates a conflict where Insight invests in firms which are Clients or potential
Clients of Insight. Insight might give preferential treatment in its research
(including
external
communication of the same) and/or investment management to issuers of publicly
traded debt or equities which are also clients or closely related to clients
(e.g. sponsors of pension schemes). This includes financial and ESG
considerations.
•
creates a conflict between investment teams with fixed income holdings in
publicly listed firms or material differences in the thoughts of two PM’s who
own the same security. In situations where there is a conflict of interest or
perceived conflict of interest that creates a contentious voting issue, as
determined by the chair of the PVG, the issue will be escalated to the PVG. A
contentious voting issue is a voting decision which would have a detrimental
impact to Clients or Insight’s reputation. All conflicts are handled in line
with the Insight Conflicts of Interest Policy.
5.2
ESCALATION OF CONTENTIOUS VOTING ISSUE
When
a contentious voting issue has been identified, the PVG will review, evaluate
and determine whether an actual material conflict of interest exist, and if so,
will recommend how to vote the proxy. Depending upon the nature of the material
conflict of interest, Insight may elect to take one or more of the following
measures:
•
removing certain Insight personnel from the proxy voting process
•
walling off personnel with knowledge of the material conflict to ensure that
such personnel do not influence the relevant proxy vote
•
voting in accordance with the applicable Voting Guidelines, if any, if the
application of the Voting Guidelines would objectively result in the casting of
a proxy vote in a predetermined manner and
•
deferring the vote to the Independent Voting Service, if any, which will vote in
accordance with its own recommendation, this may include an affiliated
entity.
The
resolution of all contentious voting issues, will be documented in order to
demonstrate that Insight acted in the best interests of its Clients. Any voting
decision not resolved by the PVG will be escalated to the Insight Chief
Investment Officer (“CIO”) or delegate.
6.Proxy
Voting Group
The
PVG is responsible for overseeing the implementation of voting decisions where
Insight has voting authority on behalf of Clients.
The
PVG meets at least quarterly, or more frequently as required. In ensuring that
votes casted are in the best interest of Clients, the PVG will oversee the
following proxy voting activities:
•
Casting votes on behalf of Client
•
Voting Policy: Oversee and set the Proxy Voting Policy
•
Voting Guidelines: Oversee and set the Voting Guidelines which are reviewed and
approved on an annual basis
•
Stewardship Code & Engagement Policy: Review for consistency with Proxy
Voting Policy and Voting Guidelines
•
Conflicts of interest: Manage conflicts when making voting instructions in line
with Insight’s Conflict of Interest Policy
•
Monitoring: Review upcoming votes that cannot be made using Voting Guidelines
and make voting decisions
•
Voting Agent: Appoint and monitor third-party proxy agencies, including the
services they perform for Insight in implementing its voting strategy
and
•
Reporting: Ensure voting activity aligns with local regulations and
standards.
The
PVG is chaired by a Senior Portfolio Manager (who has no direct investment
discretion) and attended by portfolio management personnel, the Head of
Responsible Investment Research & Stewardship, Corporate Risk, Compliance,
Client Services and Operations personnel. The PVG is accountable to and provides
biannual updates to the Investment Management Group (“IMG”) and Insight Risk
Committee (“IROC”)
7.Disclosure
and Recording Keeping
In
certain foreign jurisdictions, the voting of proxies can result in additional
restrictions that have an economic impact to the security, such as
“share-blocking.” If Insight votes on the proxy share- blocking may prevent
Insight from selling the shares of the security for a period of time. In
determining whether to vote proxies subject to such restrictions Insight, in
consultation with the PVG, considers whether the vote, either in itself or
together with the votes of other shareholders, is expected to affect the value
of the security that outweighs the cost of voting. If Insight votes on a proxy
and during the “share-blocking period” Insight would like to sell the affected
security Insight, in consultation with the PVG, will attempt to recall the
shares (as allowable within the market timeframe and practices).
Insight
publishes its voting activity in full on its website and annual report. This can
be found at www.insightinvestment.com/ri.
8.Proxy
Voting Policy Review
Insight
will review its Proxy Voting arrangements regularly through the PVG. Insight
reviews this Policy at least annually or whenever a material change occurs and
will notify Clients of any material change that affects our ability to vote in
line with the best interest of its Clients.
A
material change shall be a significant event that could impact Insight's ability
to vote proxies such as a change in voting agent. Notification of changes to
policy will be published at the following link:
www.insighinvestment.com/ri.
Important
Information
Material
in this publication is for general information only. This material is not
intended to be relied upon as a forecast, research or investment advice, and is
not a recommendation, offer or solicitation to buy or sell any securities or to
adopt any investment strategy.
This
document must not be used for the purpose of an offer or solicitation in any
jurisdiction or in any circumstances in which such offer or solicitation is
unlawful or otherwise not permitted. This document should not be duplicated,
amended or forwarded to a third party without consent from Insight
Investment.
This
material may contain ’forward looking’ information that is not purely historical
in nature. Such information may include, among other things, projections and
forecasts. Forecasts are not guarantees.
Past
performance is not indicative of future results.
Investment
in any strategy involves a risk of loss which may partly be due to exchange rate
fluctuations.
Index
returns are for illustrative purposes only and are used in the context of our
macro-economic models and analysis only.
Returns
cannot be linked to any fund or investment strategy and results do not represent
or infer any links to actual fund or strategy performance. Index performance
returns do not reflect any management fees, transaction costs or expenses.
Indices are unmanaged and one cannot invest directly in an index.
Insight
does not provide tax or legal advice to its clients and all investors are
strongly urged to seek professional advice regarding any potential strategy or
investment.
References
to future returns are not promises or even estimates of actual returns a client
portfolio may achieve. Assumptions, opinions and estimates are provided for
illustrative purposes only. They should not be relied upon as recommendations to
buy or sell securities. Forecasts of financial market trends that are based on
current market conditions constitute our judgment and are subject to change
without notice.
The
information and opinions are derived from proprietary and non-proprietary
sources deemed by Insight Investment to be reliable, are not necessarily
all-inclusive and are not guaranteed as to accuracy. As such, no warranty of
accuracy or reliability is given and no
responsibility
arising in any other way for errors and omissions (including responsibility to
any person by reason of negligence) is accepted by Insight Investment, its
officers, employees or agents. Reliance upon information in this material is at
the sole discretion of
the
reader.
Telephone
conversations may be recorded in accordance with applicable laws.
For
clients and prospects of Insight Investment Management (Global) Limited: Issued
by Insight Investment Management (Global) Limited. Registered in England and
Wales. Registered office 160 Queen Victoria Street, London EC4V 4LA; registered
number 00827982.
For
clients and prospects of Insight Investment Funds Management Limited: Issued by
Insight Investment Funds Management Limited. Registered in England and Wales.
Registered office 160 Queen Victoria Street, London EC4V 4LA; registered number
01835691.
For
clients and prospects of Insight Investment Management (Europe) Limited: Issued
by Insight Investment Management (Europe) Limited. Registered office Riverside
Two, 43-49 Sir John Rogerson’s Quay, Dublin, D02 KV60. Registered in Ireland.
Registered number 581405. Insight Investment Management (Europe) Limited is
regulated by the Central Bank of Ireland. CBI reference number
C154503.
For
clients and prospects of Insight Investment International Limited: Issued by
Insight Investment International Limited. Registered in England and Wales.
Registered office 160 Queen Victoria Street, London EC4V 4LA; registered number
03169281.
Insight
Investment Management (Global) Limited, Insight Investment Funds Management
Limited and Insight Investment International Limited are authorized and
regulated by the Financial Conduct Authority in the UK. Investment Management
(Global) Limited and Insight Investment International Limited may operate in
certain European countries in accordance with local regulatory
requirements.
For
clients and prospects based in Australia and New Zealand: This material is for
wholesale investors only (as defined under the Corporations Act in Australia or
under the Financial Markets Conduct Act in New Zealand) and is not intended for
distribution to, nor should it be relied upon by, retail investors.
Both
Insight Investment Management (Global) Limited and Insight Investment
International Limited are exempt from the requirement to hold an Australian
financial services license under the Corporations Act 2001 in respect of the
financial services; and both are authorized and regulated by the Financial
Conduct Authority (FCA) under UK laws, which differ from Australian laws. If
this document is used or distributed in Australia, it is issued by Insight
Investment Australia Pty Ltd (ABN 69 076 812 381, AFS License No. 230541)
located at Level 2, 1-7 Bligh Street, Sydney, NSW 2000.
For
clients and prospects of Insight North America LLC: Insight North America LLC is
a registered investment adviser under the Investment Advisers Act of 1940 and
regulated by the US Securities and Exchange Commission. INA is part of ‘Insight’
or ‘Insight Investment’, the corporate brand for certain asset management
companies operated by Insight Investment Management Limited
including,
among others, Insight Investment Management (Global) Limited, Insight Investment
International Limited and Insight Investment Management (Europe) Limited
(IIMEL).
©
2022 Insight Investment. All rights reserved
15511-03-22
LOS
ANGELES CAPITAL
(LOGO)
Proxy
Policy
Rev.
June 24, 2022
Los
Angeles Capital Management LLC
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Table
of Contents |
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I. |
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Introduction |
3 |
II. |
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Proxy
Policy Statement |
3 |
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A. |
Proxy
Voting Guidelines |
4 |
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B. |
Limitations |
4 |
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C. |
Special
Considerations |
4 |
III. |
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Responsibility
and Oversight |
5 |
IV. |
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Proxy
Procedures |
5 |
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A. |
Materiality |
5 |
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B. |
Conflicts
of Interest |
6 |
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C. |
Disclosure |
6 |
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D. |
Recordkeeping |
6 |
I.Introduction
Los
Angeles Capital Management LLC (“Los Angeles Capital” or the “Firm”) has adopted
and implemented policies and procedures that are reasonably designed to ensure
that proxies are voted in the best interest of clients, in accordance with U.S.
Securities and Exchange Commission (“SEC”) Rule 206(4) ‐ 6 under the Investment
Advisers Act of 1940 (the “Advisers Act”) and its obligations under the Employee
Retirement Income Security Act of 1974 (“ERISA”). Los Angeles Capital provides
investment advisory or sub-advisory services to various types of institutional
clients. When clients give Los Angeles Capital the authority to vote proxies
held in their client accounts such authority is specified in the advisory
contract or other governing agreement.
II.Proxy
Policy Statement
Los
Angeles Capital has retained Glass Lewis & Co., LLC (“Glass Lewis”) an
unaffiliated third‐party, to act as an independent proxy voting agent. Glass
Lewis provides proxy analysis, voting recommendations, recordkeeping, and
manages other operational matters of the proxy voting process. If at any time a
material conflict arises, it would be resolved in the best interest of the
client.
When
Los Angeles Capital has is given proxy voting authority together with a client’s
voting policy, the Firm oversees compliance with such policy. When the client
elects to use the Firm’s standard proxy guidelines, the Firm will vote in
accordance with the guidelines approved by the Firm’s Proxy Committee
(“Committee”). The Committee has approved the use of Glass Lewis’ U.S. and
Global guidelines, as may be modified from time to time (the “Firm’s
Guidelines”).
A.Proxy
Voting Guidelines
On
an annual basis, the Committee reviews the Firm’s Guidelines. The Committee also
selectively reviews a sampling of the voting recommendations and the related
proxy materials in determining whether to continue or modify the approved Firm
Guidelines.
The
Proxy Committee (the “Committee”) may also be called on to vote a proxy that its
third‐party provider cannot. In these circumstances, two votes from members of
the Committee or one member of the Committee and an internal counsel are
required.
Los
Angeles Capital recognizes that a client may issue specific directives regarding
how particular proxy issues are to be voted for the client’s portfolio holdings.
The Firm requires that the advisory or sub‐advisory contract specify such
instructions, including instructions as to how those votes will be managed,
particularly where they differ from the Firm’s Guidelines.
It
is unlikely that serious conflicts of interest will arise in the context of the
Firm’s proxy voting because the Firm does not engage in other financial
businesses such as brokerage, managing or advising public companies,
underwriting, or investment banking. Nevertheless, should a conflict of interest
arise in connection with proxy voting or Glass Lewis, such conflict will be
handled as described below under Section IV B, “Conflicts of Interest.” As a
matter of policy, the Firm and its employees are required to put the interests
of clients ahead of their own.
B.Limitations
In
limited circumstances, the Firm may elect to abstain from voting or may be
unable to vote a client’s proxy. These circumstances include:
•Where
the firm concludes that the effect on shareholder's economic interests or the
value of the portfolio holding is indeterminable or insignificant
•Where
the securities related to the vote participate in a securities
lending program
and are out on loan. In many cases, where a client directs the securities
lending, Los Angeles Capital may not be aware when the security is out on loan
and thus may not be able to recall the security before the record date. Where
Los Angeles Capital deems a holding materially significant or is directing the
securities lending, the Firm may recall securities, if operationally feasible,
so that they can be voted where the Firm determines it has a fiduciary
obligation to do so.
•Where
the related securities are issued in a country that participates in share
blocking because
it is disruptive to the management of the portfolio.
•Where
multiple global custodian accounts roll up into one omnibus
sub-custodian account.
In the specific markets where this may occur, the account managed by Los Angeles
Capital is not registered individually. Therefore, if ballots are voted
differently for the underlying accounts, the omnibus vote is considered split
and is rejected.
•Where
in the Firm’s judgement the unjustifiable
costs1
or
disadvantages of voting the proxy would exceed the anticipated benefit of voting
(e.g., certain non‐U.S. securities).
•Where
a required Power
of Attorney
is
not on file.
C.Special
Considerations
Certain
accounts may warrant specialized treatment in voting proxies. Contractual
stipulations and individual client direction will dictate how voting will be
done in these cases.
Mutual
Funds
Where
the Firm votes proxies for a mutual fund that i sub-advises, the proxies will be
voted in accordance with the Fund's stated guidelines and requirements of
securities laws. Proxies of portfolio companies voted may be subject to
investment restrictions of the fund and voted in accordance with any resolutions
or other instructions approved by authorized persons of the fund.
ERISA
Accounts
Responsibilities
for voting ERISA accounts include: the duty of loyalty, prudence, compliance
with the plan, as well as a duty to avoid prohibited transactions.
III.Responsibility
and Oversight
The
Committee was established to provide oversight to the proxy voting process and
is responsible for developing, implementing, and updating the Firm’s proxy
policy, reviewing approving, and/or formulating the Firm’s Guidelines, selecting
and overseeing the third‐party proxy vendor, identifying any conflicts of
interest, determining the votes for issues it elects to vote independently from,
or that cannot be voted by, Glass Lewis, monitoring legislative and
1
The
DOL has indicated that such costs include, but are not limited to, expenditures
related to developing proxy resolutions, proxy voting services and the analysis
of the likely net effect of a particular issue on the economic value of the
plan’s investment. Fiduciaries must take into consideration whether the exercise
of its rights to vote a proxy is expected to have an effect on the economic
value of the plan’s investment that will outweigh the costs of exercising such
rights. With respect to proxies for shares of foreign corporations, a fiduciary,
in deciding whether to purchase shares of a foreign corporation, should consider
whether any additional difficulty and expense in voting such shares is reflected
in their market price.
corporate
governance developments surrounding proxy issues, and meeting to discuss any
material issues regarding the proxy voting process. The Committee meets annually
and as necessary to fulfill its obligations.
As
part of the Committee’s ongoing oversight of its third-party proxy vendor, the
Committee considers (i) the adequacy and quality of the proxy vendor’s staffing
and personnel; (ii) the presence of conflicts and processes to address those
conflicts; (iii) the robustness of the proxy vendor’s policies and procedures
for ensuring that its recommendations are based on current and accurate
information; and (iv) any other appropriate considerations as to the nature and
quality of the proxy vendor’s services. In addition, Compliance conducts
periodic reviews of ballots voted by the proxy vendor to ensure they are in line
with proxy voting procedures.
In
cases where the Committee votes a proxy ballot it may conduct research
internally and/or use the resources of an independent research consultant or use
information from any of the following sources: legislative materials, studies of
corporate governance and other proxy voting issues, reports by issuers’
management on pending proxy votes, and/or published analyses of shareholder and
management proposals. In all voting circumstances, two votes from voting members
of the Committee or one voting member of the Committee and an internal legal
counsel are required.
Los
Angeles Capital’s Operations Department handles the day -to -day administration
of the proxy voting process.
IV.Proxy
Voting Procedures
Glass
Lewis provides for the timely execution of specified proxy votes on the Firm’s
behalf, which includes complete account set‐up, vote execution, reporting,
recordkeeping, and compliance with ERISA.
Los
Angeles Capital’s responsibility for voting proxies is generally determined by
the obligations set forth under each client’s Investment Management Agreement,
Limited Partnership Agreement, Prospectus, or other legal documentation
governing the account. Voting ERISA client proxies is a fiduciary act of plan
asset management that must be performed by the adviser, unless the voting right
is retained by a named fiduciary of the plan. If an advisory or sub‐advisory
contract or similar document states that Los Angeles Capital does not have the
authority to vote client proxies, then voting is the responsibility of some
other named fiduciary.
While
Los Angeles Capital will accept direction from clients on specific proxy issues
for their account, the Firm reserves the right to maintain its standard position
on all other client accountsss for which the Firm has proxy
authority.
A.Materiality
The
Committee has designated certain materiality thresholds for situations in which
the Committee may vote independently from Glass Lewis or may take separate
actions in regard to securities lending limitations. Materiality thresholds are
monitored daily and are escalated to the Committee for review.
B.Conflicts
of Interest
Los
Angeles Capital attempts to minimize the risks of conflicts and reviews the
Conflict of Interest Statement prepared by Glass Lewis on an annual
basis.
If
Glass Lewis identifies a potential conflict of interest between it and a
publicly held company, it will disclose the relationship on the relevant
research report. If an unforeseen conflict requires specialized treatment,
alternate measures may be taken, up to and including having Glass Lewis refrain
from writing a Proxy Paper report on the company. In this scenario Glass Lewis
would procure a substitute research report from an alternative qualified
provider and the Committee may be required to research and vote the
proxy.
If,
during this process, the Committee identifies a potential material conflict of
interest between Los Angeles Capital or an affiliated person of the Firm and the
issuer whose ballot is being voted, the client will be notified. If no directive
is issued by the client, the Committee will vote in such a way that, in the
Committee’s opinion, fairly addresses the conflict in the best interest of the
client.
C.Disclosure
Los
Angeles Capital will provide all clients with a copy of the Firm’s current
policies and procedures upon request. In addition, clients may request, at any
time, a copy of the Firm’s voting records for their respective account(s) by
making a formal request to Los Angeles Capital. Los Angeles Capital will make
this information available to a client upon its request within a reasonable
time. For further information, please contact a member of Operations at Los
Angeles Capital at 310‐479‐9998 or [email protected].
Los
Angeles Capital generally will not disclose how it intends to vote on behalf of
a client account except as required by applicable law, but may disclose such
information to a client regarding their portfolio who itself may decide or may
be required to make public such information. Los Angeles Capital will not
disclose past votes or share amounts voted except to the respective client or as
required by law.
D.Recordkeeping
All
proxy records pursuant to Section 204‐2 of the Advisers Act are retained by
either Glass Lewis or Los Angeles Capital. Glass Lewis retains (1) records of
proxy statements received regarding client securities and (2) records of each
vote cast. Los Angeles Capital retains (1) copies of its proxy policies,
procedures, and Firm Guidelines; (2) copies of any document created by Los
Angeles Capital that was material to making a decision how to vote proxies on
behalf of a client or that memorializes the basis for that decision; (3) each
written client request for information on how the adviser voted proxies on
behalf of the client; and (4) a copy of any written response by Los Angeles
Capital to any (written or oral) client request for information on how the
adviser voted proxies on behalf of the requesting client.
ERISA
Accounts
Los
Angeles Capital's maintains access to proxy voting records (both procedures and
actions taken in individual situations) to enable the named fiduciary to
determine whether Los Angeles Capital is fulfilling its obligations. Such
records may be maintained via Glass Lewis’ electronic system. Retention may
include: (1) issuer name and meeting; (2) issues voted on and record of the
vote; (3) number of shares eligible to be voted on the record date; (4) number
of shares voted; and (5) where appropriate, cost‐benefit analyses.
Duration
Proxy
voting books and records will be maintained in an easily accessible place for at
least five years from the end of the fiscal year during which the last entry was
made on such records. For the first two years, the records are fully accessible
in Los Angeles Capital’s office and electronically.
MetLife
Investment Management (Logo)
Proxy
Voting
Policy
Owner: Investments Chief Compliance Officer
MetLife
Investment Management (Logo)
Contents
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1 |
Introduction................................................................................ |
3 |
1.1 |
Purpose....................................................................................... |
3 |
1.2 |
Scope........................................................................................... |
3 |
1.3 |
Policy
Ownership......................................................................... |
3 |
1.4 |
Exceptions
and
Escalation........................................................... |
3 |
2 |
Policy.......................................................................................... |
3 |
2.1 |
Overview...................................................................................... |
3 |
2.2 |
Proxy
Voting................................................................................. |
4 |
2.3 |
Proxy
Voting Service
Vendor....................................................... |
5 |
2.4 |
Overriding
the
Guidelines............................................................ |
5 |
2.5 |
Votes
Not Governed by
Guidelines.............................................. |
6 |
2.6 |
No
Undue
Influence..................................................................... |
7 |
2.7 |
Book
and Records
Retention....................................................... |
7 |
MetLife
Investment Management (Logo)
1.Introduction
1.1
Purpose
The
purpose of this policy is to set forth how MetLife Investment Management, LLC
(“MIM, LLC”) votes proxies.
MIM,
LLC has established these proxy voting procedures with respect to MIM, LLC
client accounts (referred to as “client” in this policy) where MIM, LLC has been
delegated discretionary proxy voting authority. It is MIM, LLC’s policy to vote
client proxies (“proxies”) for the benefit of and in the best interests of its
clients in accordance with its fiduciary duty, Rule 206(4)-6 under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), and other
applicable laws (including the fiduciary standards and responsibilities for
ERISA accounts set out in Department of Labor Bulletin 94-2).
This
policy does not apply where MIM, LLC has not been delegated proxy voting
authority by a client (i.e. the client has retained the authority or designated
someone other than MIM, LLC to vote proxies on its behalf). These proxy voting
policies and procedures are available to all clients upon request, with the
understanding that they are subject to change at any time without
notice.
1.2
Scope
MIM,
LLC is responsible for managing (i) the investment portfolios of MetLife, Inc.
subsidiaries (“MetLife Accounts”), and (ii) certain insurance company separate
accounts and certain collective investment funds and unaffiliated managed
account clients (“Client Accounts” and, together with the MetLife Accounts, the
“Accounts”).
1.3
Policy Ownership
This
Policy is owned by the Investments Chief Compliance Officer and will be reviewed
bi-annually, or earlier as may be required.
1.4
Exceptions and Escalation
This
Policy is to be adhered to in all circumstances. Where an exception scenario
arises that contravenes this Policy it should be escalated for approval to
Investments Compliance.
2.Policy
2.1
Overview
MIM,
LLC has adopted these policies and procedures based on the guiding principle
that any proxy vote must be done in the best interest of the client and with the
intent to maximize the economic value of a particular security. These procedures
are designed to ensure that material conflicts of interest on the part of MIM,
LLC or its affiliates do not affect voting decisions on behalf of clients. All
MIM, LLC personnel who are involved in the voting of proxies are required to
adhere to these policies and procedures.
MIM,
LLC generally votes every proxy. However, MIM, LLC may abstain on any particular
vote or otherwise withhold its vote on any matter if, in the judgment of MIM,
LLC, the costs
MetLife
Investment Management (Logo)
associated
with voting a particular proxy outweigh the benefits to clients or if the
circumstances make such an abstention or withholding otherwise advisable and in
the best interest of clients.
Once
a client has delegated its proxy voting rights to MIM, LLC, MIM, LLC does not
generally accept any subsequent direction on matters presented to shareholders
for vote, regardless of whether such subsequent directions are from the client
itself or a third party acting on behalf of the client. MIM, LLC views the
delegation of discretionary voting authority as an “all-or-nothing” choice for
its clients.
MIM,
LLC has adopted proxy voting guidelines (the “Guidelines”) that set forth how
MIM, LLC plans to vote on specific matters presented for shareholder vote. These
Guidelines are periodically reviewed and updated by MIM, LLC’s Proxy Voting
Committee (the “Proxy Committee”) and maintained by the Proxy Committee. The
Guidelines are intended to address most material conflicts of interest. MIM,
LLC, however, reserves the right to override the Guidelines (an “Override”) with
respect to a particular shareholder vote when an Override is consistent with the
guiding principle of seeking the maximization of economic value to clients,
taking into consideration all relevant facts and circumstances at the time of
the vote. MIM, LLC’s procedures for determining an Override are set forth
herein.
Absent
any legal or regulatory requirement to the contrary, it is generally the policy
of MIM, LLC to maintain the confidentiality of the particular votes that it
casts on behalf of clients. MIM, LLC will furnish to a particular client details
of how MIM, LLC has voted the securities in its account; clients can request
this information by contacting MIM, LLC. MIM, LLC does not, however, generally
disclose the results of voting 2 decisions to third parties (other than those
that may have participated in the voting process, as described
below).
2.2
Proxy Voting Committee
Certain
aspects of the administration of these proxy voting policies and procedures are
governed by the Proxy Committee. The Proxy Committee may change its structure or
composition from time to time, but at all times shall consist of at least one
representative from MIM, LLC’s Index Strategies team, one member from
Operations, one member from MIM, LLC’s Public Fixed Income team and one person
from Investments Compliance. If other investment divisions of MIM, LLC have
assets that require proxy voting, then such unit shall appoint at least one
member from their respective investment team. Investments Legal serves as an
adviser to the Proxy Committee, but is not a required attendee.
A
member of Investments Compliance is responsible for keeping records of the Proxy
Committee’s meetings.
The
Proxy Committee shall hold at least two regular meetings during each calendar
year, at which the Proxy Committee reviews the proxy voting service provider,
the Guidelines and proxy voting record data with respect to votes taken in
accordance with these policies and procedures since the previous meeting.
Information
for the Proxy Committee meeting is submitted by the Index Strategies Team and
Operations (on behalf of public fixed income).
The
Proxy Committee shall also meet: whenever there is a recommendation that the
Proxy Committee authorize an Override; in the event of a proxy vote where a
material conflict of interest has been identified; or at such other times as the
Proxy Committee may determine. Proxy Committee meetings may be held in person,
via teleconference or through communication by email.
MetLife
Investment Management (Logo)
On
all matters, the Proxy Committee makes its decisions by a vote of a majority of
the members of the Proxy Committee present at the meeting. At any meeting of the
Proxy Committee, a majority of the members of the Proxy Committee in attendance
(whether in person or virtual) constitutes a quorum.
2.3
Proxy Voting Service Vendor
MIM,
LLC has retained Institutional Shareholder Services (“ISS”) to vote proxies on
MIM, LLC’s behalf. ISS prepares analyses of most matters submitted to a
shareholder vote and also provides voting services to institutions such as MIM,
LLC. ISS receives a daily electronic feed of all holdings in relevant MIM, LLC
client voting accounts, and monitors the client accounts and their holdings to
ensure that all proxies are received. MIM, LLC has directed ISS to vote proxies
in accordance with the Guidelines approved by the Proxy Committee and shall
monitor the voting of the proxies.
The
Proxy Committee shall, no less than annually, review the services provided by
ISS or any other proxy voting and recording service provider retained by MIM,
LLC, to assess whether the proxy service provider is capable of making impartial
proxy voting recommendations in the best interests of MIM, LLC’s clients.
In
making such an assessment the review may consider:
a.The
proxy service provider’s conflict management procedures and assessment of the
effectiveness of the implementation of such procedures;
b.The
proxy service provider’s Form ADV, if applicable, and other disclosure made by a
proxy service provider regarding its products, services and methods of
addressing conflicts of interest; and/or;
c.Inquiries
to, and discussions with, representatives of a proxy service provider regarding
its products, services and methods of addressing conflicts of interest.
No
less than annually, MIM, LLC shall obtain from each proxy service provider a
copy of its conflict management procedures and request that the proxy service
provider provide an update of any material revision to such
procedures.
2.4
Overriding the Guidelines
MIM,
LLC may Override the Guidelines when such an Override is consistent with this
policy and the guiding principle of seeking the maximization of economic value
to clients, taking into consideration all relevant facts and circumstances at
the time of the vote, as further described below.
If
any member of the Proxy Committee, or other individual within MIM, LLC, believes
that MIM, LLC should vote in a manner inconsistent with the Guidelines, such
person must notify MIM, LLC’s Chief Compliance Officer (“CCO”). The CCO will
work with the Proxy Committee to make a determination as to whether the
situation presents a material conflict of interest.
The
term “conflict of interest” refers to a situation in which MIM, LLC or its
affiliates have a financial interest in the proxy matter, other than the
obligation MIM, LLC incurs as investment adviser, which may compromise MIM,
LLC’s freedom of judgment and action with respect to the
MetLife
Investment Management (Logo)
voting
of the proxy. The CCO, in consultation with MIM, LLC Legal, shall determine if
there is a conflict of interest and whether or not it is material to the voting
of a proxy.
No
Material Conflict of Interest
If
it is determined that there is no material conflict of interest, MIM, LLC will
present the matter to the Proxy Committee for a vote. If the Proxy Committee
approves the Override, the appropriate member of MIM, LLC will instruct ISS to
vote accordingly prior to the voting deadline. MIM, LLC will retain records of
documents material to any such determination and the voting of any such proxy.
Material
Conflict of Interest
If,
it is determined that there is a material conflict of interest with respect to
the relevant shareholder vote, a special meeting of the Proxy Committee will be
required to override the guidelines. As part of its deliberations, the Proxy
Committee will consider, as applicable, the following:
◦a
description of the proposed vote, together with copies of the relevant proxy
statement and other solicitation material;
◦data
regarding client holdings in the relevant issuer;
◦
pertinent
information related to a material conflict of interest, together with all
relevant materials;
◦the
vote indicated by the Guidelines, together with any relevant information
provided by ISS; and
◦the
rationale for the request for an Override, together with all relevant
information.
◦
After
review, the Proxy Committee will arrive at a decision based on the guiding
principle of seeking the maximization of the economic value of clients’
holdings. The Proxy Committee may vote to authorize an Override with respect to
such a vote notwithstanding the presence of a material conflict of interest only
if the Proxy Committee determines that such an Override would be in the best
interests of clients. Whether or not the committee authorizes an Override, the
Proxy Committee’s deliberations and decisions will be appropriately documented
and such records will be maintained by the group responsible for keeping records
of the Proxy Committee’s meetings.
2.5
Votes Not Governed by Guidelines
In
the event that there is a matter presented for a proxy vote that is not governed
by the Guidelines, the Proxy Committee will follow a process similar to that set
forth above in determining how to vote the proxy. In the event of a conflict of
interest, the Proxy Committee also will follow a process similar to that set
forth above. In
such a scenario, the relevant portfolio management team will make a
recommendation to the Proxy Committee as to how such proxy should be voted,
based on the portfolio management team’s assessment of the particular matter(s)
at issue and what they believe to be in the best interest of the client, with
the intent to maximize the economic value of the particular security.
Under
normal circumstances, the Proxy Committee shall approve the portfolio management
team’s recommendation, and a member of MIM, LLC will instruct ISS to vote in
accordance with the recommendation. In the event that MIM, LLC Legal determines
that there is a material conflict of interest with respect to the relevant
shareholder vote, a special meeting of the Proxy Committee will be required to
MetLife
Investment Management (Logo)
arrive
at a voting decision, following the applicable considerations and documentation
requirements set forth in the “Material Conflict of Interest” section
above.
2.6
No Undue Influence
If
at any time any MIM, LLC associate is pressured or lobbied with respect to
overriding the Guidelines for a particular shareholder vote, such person should
provide information regarding such activity to the CCO who will notify
Investments Legal and the Proxy Committee and maintain a record of this
information. The Proxy Committee will consider this information in evaluating
any proposed Override with respect to such a vote.
2.7
Books and Records Retention
MIM,
LLC maintains records of all proxies voted in accordance with Section 204-2 of
the Advisers Act. MIM, LLC may delegate this responsibility to ISS or any other
proxy voting and recording service provider retained by MIM, LLC. As required
and permitted by Rule 204-2(c) under the Advisers Act, the following records are
maintained:
a.a
copy of these policies and procedures;
b.proxy
statements received regarding client securities;
c.a
record of each vote cast, and such records are accessible to MIM, LLC;
d.a
copy of any document created by MIM, LLC that was material to making a decision
on how to vote proxies on behalf of a client or that memorializes the basis for
that decision; and
e.each
written client request for proxy voting records and MIM, LLC’s written response
to any (written or oral) client request for such records.
Policy
Approval
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Approver |
Version
Approved |
Policy
Owner |
December
2021 |
Nuveen
Asset Management, LLC
Proxy
Voting Policies and Procedures
Effective
Date: January 1, 2011, as last amended March 05, 2020
I.General
Principles
A.Nuveen
Asset Management, LLC (“NAM”)
is an investment sub-adviser for certain of the Nuveen Funds (the “Funds”)
and investment adviser for institutional and other separately managed accounts
(collectively, with the Funds, “Accounts”).
As such, Accounts may confer upon NAM complete discretion to vote proxies.
1
B.When
NAM has proxy voting authority, it is NAM’s duty to vote proxies in the best
interests of its clients (which may involve affirmatively deciding that voting
the proxies may not be in the best interests of certain clients on certain
matters). In voting proxies, NAM also seeks to enhance total investment return
for its clients.
C.If
NAM contracts with another investment adviser to act as a sub-adviser for an
Account, NAM may delegate proxy voting responsibility to the sub-adviser. Where
NAM has delegated proxy voting responsibility, the sub-adviser will be
responsible for developing and adhering to its own proxy voting policies,
subject to oversight by NAM.
D.NAM’s
Proxy Voting Committee (“PVC”) provides oversight of NAM’s proxy voting policies
and procedures, including (1) providing an administrative framework to
facilitate and monitor the exercise of such proxy voting and to fulfill the
obligations of reporting and recordkeeping under the federal securities laws;
and (2) approving the proxy voting policies and procedures.
II.Policies
The
PVC after reviewing and concluding that such policies are reasonably designed to
vote proxies in the best interests of clients, has approved and adopted the
proxy voting policies (“Policies”) of Institutional Shareholder Services, Inc.
("ISS"),
a leading national provider of proxy voting administrative and research
services.i
As a result, such Policies set forth NAM’s positions on recurring proxy issues
and criteria for addressing non-recurring issues. These Policies are reviewed
periodically by ISS, and therefore are subject to change. Even though it has
adopted the Policies as drafted by ISS, NAM maintains the fiduciary
responsibility for all proxy voting decisions.
1
NAM does not vote proxies where a client withholds proxy voting authority, and
in certain non- discretionary and model programs NAM votes proxies in accordance
with its Policies in effect from time to time. Clients may opt to vote proxies
themselves, or to have proxies voted by an independent third party or other
named fiduciary or agent, at the client’s cost. i
ISS has separate polices for Taft Hartley plans and it is NAM’s policy to apply
the Taft Hartley polices to accounts that are Taft Hartley plans and have
requested the application of such policies.
III.Procedures
A.Supervision
of Proxy Voting. Day-to-day
administration of proxy voting may be provided internally or by a third-party
service provider, depending on client type, subject to the ultimate oversight of
the PVC. The PVC shall supervise the relationships with NAM’s proxy voting
services, ISS. ISS apprises Nuveen Global Operations (“NGO”) of shareholder
meeting dates, and casts the actual proxy votes. ISS also provides research on
proxy proposals and voting recommendations. ISS serves as NAM’s proxy voting
record keepers and generate reports on how proxies were voted. NGO periodically
reviews communications from ISS to determine whether ISS voted the correct
amount of proxies, whether the votes were cast in a timely manner, and whether
the vote was in accordance with the Policies or NAM’s specific
instructions
B.General
Avoidance of Conflicts of Interest.
1.NAM
believe that most conflicts of interest faced by NAM in voting proxies can be
avoided by voting in accordance with the Policies. Examples of such conflicts of
interest are as follows: 2
a.The
issuer or proxy proponent (e.g., a special interest group) is TIAA- CREF, the
ultimate principal owner of NAM, or any of its affiliates.
b.The
issuer is an entity in which an executive officer of NAM or a spouse or domestic
partner of any such executive officer is or was (within the past three years of
the proxy vote) an executive officer or director.
c.The
issuer is a registered or unregistered fund or other client for which NAM or
another affiliated adviser has a material relationship as investment adviser or
sub-adviser (e.g., Nuveen Funds and TIAA Funds) or an institutional separate
account.
d.Any
other circumstances that NAM is aware of where NAM’s duty to serve its clients’
interests, typically referred to as its “duty of loyalty,” could be materially
compromised.
2.To
further minimize this risk, Compliance will review ISS’ conflict avoidance
policy at least annually to ensure that it adequately addresses both the actual
and perceived conflicts of interest ISS may face.
2
A conflict of interest shall not be considered material for the purposes of
these Policies and Procedures with respect to a specific vote or circumstance if
the matter to be voted on relates to a restructuring of the terms of existing
securities or the issuance of new securities or a similar matter arising out of
the holding of securities, other than common equity, in the context of a
bankruptcy or threatened bankruptcy of the issuer.
Nuveen
Asset Management, LLC
3.In
the event that ISS faces a material conflict of interest with respect to a
specific vote, the PVC shall direct ISS how to vote. The PVC shall receive
voting direction from appropriate investment personnel. Before doing so, the PVC
will consult with Legal to confirm that NAM faces no material conflicts of its
own with respect to the specific proxy vote.
4.Where
ISS is determined to have a conflict of interest, or NAM determines to override
the Policies and is determined to have a conflict, the PVC will recommend to
NAM’s Compliance Committee or designee a course of action designed to address
the conflict. Such actions could include, but are not limited to:
a.Obtaining
instructions from the affected client(s) on how to vote the proxy;
b.Disclosing
the conflict to the affected client(s) and seeking their consent to permit NAM
to vote the proxy;
c.Voting
in proportion to the other shareholders;
e. Recusing
the individual with the actual or potential conflict of interest from all
discussion or consideration of the matter, if the material conflict is due to
such person’s actual or potential conflict of interest; or
f. Following
the recommendation of a different independent third party.
5.In
addition to all of the above-mentioned and other conflicts, the Head of Equity
Research, NGO and any member of the PVC must notify NAM’s Chief Compliance
Officer (“CCO”) of any direct, indirect or perceived improper influence exerted
by any employee, officer or director of TIAA or its subsidiaries with regard to
how NAM should vote proxies. NAM Compliance will investigate any such
allegations and will report the findings to the PVC and, if deemed appropriate,
to NAM’s Compliance Committee. If it is determined that improper influence was
attempted, appropriate action shall be taken. Such appropriate action may
include disciplinary action, notification of the appropriate senior managers, or
notification of the appropriate regulatory authorities. In all cases, NAM will
not consider any improper influence in determining how to vote proxies, and will
vote in the best interests of clients.
C.Proxy
Vote Override. From
time to time, a portfolio manager of an account (a “Portfolio
Manager”)
may initiate action to override the Policies’ recommendation for a particular
vote. Any such override by a NAM Portfolio Manager (but not a sub-adviser
Portfolio Manager) shall be reviewed by NAM’s Legal Department for material
conflicts. If the Legal Department determines that no material conflicts exist,
the approval of one member of the PVC shall authorize the override. If a
material conflict exists, the conflict and, ultimately, the override
recommendation will be rejected and will revert to the original Policies
recommendation or will be addressed pursuant to the procedures described above
under “Conflicts of Interest.”
In
addition, the PVC may determine from time to time that a particular
recommendation in the Policies should be overridden based on a determination
that the recommendation is inappropriate and not in the best interests of
shareholders. Any such determination shall be reflected in the minutes of a
meeting of the PVC at which such decision is made.
Nuveen
Asset Management, LLC
D.Securities
Lending.
1.In
order to generate incremental revenue, some clients may participate in a
securities lending program. If a client has elected to participate in the
lending program then it will not have the right to vote the proxies of any
securities that are on loan as of the shareholder meeting record date. A client,
or a Portfolio Manager, may place restrictions on loaning securities and/or
recall a security on loan at any time. Such actions must be affected prior to
the record date for a meeting if the purpose for the restriction or recall is to
secure the vote.
2.Portfolio
Managers and/or analysts who become aware of upcoming proxy issues relating to
any securities in portfolios they manage, or issuers they follow, will consider
the desirability of recalling the affected securities that are on loan or
restricting the affected securities prior to the record date for the matter. If
the proxy issue is determined to be material, and the determination is made
prior to the shareholder meeting record date the Portfolio Manager(s) will
contact the Securities Lending Agent to recall securities on loan or restrict
the loaning of any security held in any portfolio they manage, if they determine
that it is in the best interest of shareholders to do so.
E.Proxy
Voting Records. As
required by Rule 204-2 of the Investment Advisers Act of 1940, NAM shall make
and retain five types of records relating to proxy voting; (1) NAM’s Policies;
(2) proxy statements received for securities in client accounts; (3) records of
proxy votes cast by NAM on behalf of clients accounts; (4) records of written
requests from clients about how NAM voted their proxies, and written responses
from NAM to either a written or oral request by clients; and (5) any documents
prepared by the adviser that were material to making a proxy voting decision or
that memorialized the basis for the decision. NAM relies on ISS to make and
retain on NAM’s behalf certain records pertaining to Rule 204-2.
F.Fund
of Funds Provision.
In instances where NAM provides investment advice to a fund of funds that
acquires shares of affiliated funds or three percent or more of the outstanding
voting securities of an unaffiliated fund, the acquiring fund shall vote the
shares in the same proportion as the vote of all other shareholders of the
acquired fund. If compliance with this procedure results in a vote of any shares
in a manner different than the Policies’ recommendation, such vote will not
require compliance with the Proxy Vote Override procedures set forth
above.
G.Legacy
Securities. To
the extent that NAM receives proxies for securities that are transferred into an
account’s portfolio that were not recommended or selected by it and are sold or
expected to be sold promptly in an orderly manner (“legacy securities”), NAM
will generally refrain from voting such proxies. In such circumstances, since
legacy securities are expected to be sold promptly, voting proxies on such
securities would not further NAM’s interest in maximizing the value of client
investments. NAM may agree to an account’s special request to vote a legacy
security proxy, and would vote such proxy in accordance with the
Policies.
H.Terminated
Accounts. Proxies
received after the termination date of an account generally will not be voted.
An exception will be made if the record date is for a period in which an account
was under NAM’s discretionary management or if a separately managed account
(“SMA”) custodian failed to remove the account’s holdings from its aggregated
voting list.
Nuveen
Asset Management, LLC
I.Non-votes.
NGO
shall be responsible for obtaining reasonable assurance from ISS that it voted
proxies on NAM’s behalf, and that any special instructions from NAM about a
given proxy or proxies are submitted to ISS in a timely manner. It should not be
considered a breach of this responsibility if NGO or NAM does not receive a
proxy from ISS or a custodian with adequate time to analyze and direct to vote
or vote a proxy by the required voting deadline.
NAM
may determine not to vote proxies associated with the securities of any issuer
if as a result of voting such proxies, subsequent purchases or sales of such
securities would be blocked. However, NAM may decide, on an individual security
basis that it is in the best interests of its clients to vote the proxy
associated with such a security, taking into account the loss of liquidity. In
addition, NAM may determine not to vote proxies where the voting would in NAM’s
judgment result in some other financial, legal, regulatory disability or burden
to the client (such as imputing control with respect to the issuer) or to NAM or
its affiliates.
NAM
may determine not to vote securities held by SMAs where voting would require the
transfer of the security to another custodian designated by the issuer. Such
transfer is generally outside the scope of NAM’s authority and may result in
significant operational limitations on NAM’s ability to conduct transactions
relating to the securities during the period of transfer. From time to time,
situations may arise (operational or otherwise) that prevent NAM from voting
proxies after reasonable attempts have been made.
J.Review
and Reports.
1.The
PVC shall maintain a review schedule. The schedule shall include reviews of the
Policies and the policies of any Sub-adviser engaged by NAM, the proxy voting
record, account maintenance, and other reviews as deemed appropriate by the PVC.
The PVC shall review the schedule at least annually.
2.The
PVC will report to NAM’s Compliance Committee with respect to all identified
conflicts and how they were addressed. These reports will include all accounts,
including those that are sub-advised. NAM also shall provide the Funds that it
sub-advises with information necessary for preparing Form N-PX.
K.Vote
Disclosure to Clients. NAM’s
institutional and SMA clients can contact their relationship manager for more
information on NAM’s Policies and the proxy voting record for their account. The
information available includes name of issuer, ticker/CUSIP, shareholder meeting
date, description of item and NAM’s vote.
IV.Responsible
Parties
PVC
NGO
NAM
Compliance
Legal
Department
Nuveen
Asset Management, LLC
ORIGIN
ASSET MANAGEMENT
Procedures
and Control Processes
Proxy
voting
December
2021
Control
objective 8: Responsibility for generating proxy voting instructions is clearly
established.
Proxy
voting instructions are generated and recorded and carried out accurately and in
a timely manner.
Whilst
Origin has full oversight responsibilities, the generation of proxy voting
instructions and ensuring that they are recorded and carried out accurately and
in a timely manner has been outsourced to the international governance research
and voting specialist Glass Lewis and the Broadridge ProxyEdge voting platform
with monitoring and oversight undertaken by Origin.
Glass
Lewis is an independent global voting and governance specialist and is currently
used by institutional investors representing over $15 trillion in assets. Its
team of approximately 200 full time researchers provides contextual, objective
governance analysis and proxy voting recommendations on shareholder votes on
over 23,000 companies in 100 markets worldwide.
For
clients that require us to vote proxies the firm’s default policy is to set up
standing instructions for all global markets where Origin is invested with
Broadridge via their web based online system ProxyEdge to vote in line with the
Glass Lewis proxy guidelines. These are available at www.glasslewis.com.
The
proxy guidelines specifically address key governance issues such as board
composition, remuneration, the appointment of auditors, dividend distributions
and Long Term Incentive Plans.
Access
to our online ProxyEdge log in is restricted to the members of the operations
team.
Having
set up standing instructions for all client accounts that require us to vote
proxies as detailed above, the operations team also receive regular email
notifications from ProxyEdge whenever a shareholder meeting has been announced
providing brief details of the company, meeting date and vote instruction
deadline.
The
operations team on at least a monthly basis log in to ProxyEdge to check and
review that all meetings have been voted in accordance with the Glass Lewis
recommendations mentioned above.
On
a bi-monthly basis, the Operations Team will download a report and circulate
this to the Investment Team (cc: Compliance) of all impending votes for the next
two months together with recommendations from Glass Lewis. This gives the
Investment Team visibility and the option to amend on any
proposals.
The
Operations Team also has access to the Glass Lewis recommendations and rationale
via a link within ProxyEdge. This link opens the Glass Lewis website (a specific
log-in and password are required) and directs the user to the reports for the
specific company vote which can be downloaded if required. There is also a
search function to check recommendations for historic meetings.
A
summary of meetings held and shares voted is produced on a quarterly basis as
part of our client reporting to both segregated and pooled fund clients by
generating and downloading Vote Audit and Vote Summary reports from ProxyEdge
for the period.
The
downloaded reports in both Excel and PDF formats are saved to the shared drive
K:\ Operations \ Proxy Voting \ Reports and then reformatted and edited
accordingly in Excel prior to being cut and pasted into the client reports. The
edited reports produced by a member of the operations team are subsequently
checked and reviewed by a senior member of the operations team.
The
collation and production of all monthly and quarterly client reporting is
covered in detail under Procedure 4 – Client Reporting.
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 stored in the shared drive
K:\
Policies & Procedures
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.
Compliance
will conduct the following reviews:
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. Compliance will review the Glass Lewis
documentation under the Compliance section of their website
(https://www.glasslewis.com/due_diligence_resources/). The object is to ensure
that Glass Lewis processes and procedures are in line with relevant SEC guidance
as well as the SRDII.
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. As part
of the monthly compliance monitoring plan, compliance currently check that the
operations team have shared the voting recommendations from Glass Lewis for
upcoming votes with the compliance and investment teams. There is an automatic
Proxy Edge email alert containing corporate events alerts and one from Operation
with a summary of all upcoming proxy votes.
The
emails look like this:
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.
PineBridge
Investments LLC
Proxy
Voting Policies and Procedures
20
December 2021
The
information contained herein is the property of PineBridge Investments and may
not be copied, used, or disclosed, in whole or in part, stored in a retrieval
system, or transmitted in any form or by any means (electronic, mechanical,
reprographic, recording, or otherwise) without the prior written permission of
PineBridge Investments.
Proxy
Voting Policies and
Procedures (PineBridge
Investments logo)
I.Introduction
Proxy
voting is an important right of shareholders, such as PineBridge Clients, for
which PineBridge must take reasonable care and diligence to ensure such rights
are properly and timely exercised. PineBridge, as a fiduciary for its Clients,
must vote proxies in their best interest. We believe considering forward looking
improvement in ESG issues is in the economic interest of our Clients. Please
refer to the PineBridge Stewardship and Engagement Policy for details on how
PineBridge interacts with companies, entities or other market participants on
Environmental, Social and Governance (ESG) issues.
II.Policy
Statement
Proxy
Procedures
As
a registered investment adviser that votes (or delegates the voting of)
securities held in Client portfolios, PineBridge has implemented proxy voting
procedures that are reasonably designed to help ensure that a) PineBridge votes
proxies in the best interest of its Clients; b) describes its proxy voting
procedures to its Clients, and c) discloses to Clients how they may obtain
information on how PineBridge voted their proxies. These procedures are designed
to help enable PineBridge to manage material conflicts of interest. While
PineBridge must disclose its votes upon request to Clients, no public disclosure
is required. (Note that disclosure is required for any mutual funds advised by
PineBridge, on Form N-PX.)
Record-Keeping
PineBridge
must retain (i) these proxy voting policies and procedures; (ii) proxy
statements received regarding Client securities; (iii) records of votes it casts
on behalf of Clients; (iv) records of Client requests for proxy voting
information, and;
(v)
any documents prepared by PineBridge that were material to making a decision how
to vote, or that memorialized the basis for the decision. PineBridge may rely on
proxy statements filed on EDGAR instead of keeping its own copies and rely on
proxy statements and records of proxy votes cast by PineBridge that are
maintained by contract with a third-party proxy voting service or other third
party.
Proxies
of Shares of Non-U.S. Corporations
PineBridge
has implemented general voting policies with respect to non-U.S. shares owned by
Clients. However, although
U.S.
companies must give shareholders at least 20 days’ advance notice to vote
proxies, some non-U.S. companies may provide considerably shorter notice or none
at all. PineBridge is not required to “rush” voting decisions in order to meet
an impractical deadline, and as a result, PineBridge or PineBridge affiliates’
regional designees under certain circumstances may not vote certain proxies. In
addition, certain non-U.S. regulations impose additional costs to a Portfolio
that votes proxies, and PineBridge will take that into consideration when
determining whether or not to vote.
In
the case of a material conflict between the interests of PineBridge and those of
its Clients, PineBridge will take steps to address such conflicts (which may
include consulting with counsel) and will attempt to resolve all conflicts in
the Client’s best interest.
Proxy
Voting Policies and
Procedures (PineBridge
Investments logo)
III.Procedures
•Compliance
is responsible for ensuring that the PineBridge ADV includes the appropriate
language summarizing PineBridge’s proxy voting procedures and for updating the
summary in the ADV whenever the procedures are updated. Compliance is also
responsible for consulting with Legal to ensure that PineBridge’s proxy voting
policy is kept up to date and in a form appropriate for transmission to
Clients.
•If
a Client or potential Client requests a copy of the Proxy Voting Policy from
Client Relations or Sales, Compliance should be contacted for the most recent
version, or it may be obtained from the intranet. Client Relations will send to
such Client a copy of the current version of the voting procedures within 7 days
and will ensure that Compliance receives a log of each Client’s request and the
action taken.
•If
a Client requests access to the records of how PineBridge voted its proxies, the
Client should be assured that this will be provided, and Operations should be
consulted. Operations has access to these proxy voting records.
•PineBridge
has established a Stewardship Committee (the “Committee”), which is responsible
for defining and monitoring PineBridge’s proxy voting strategy and process. The
Committee is comprised of members of senior management, portfolio management,
Compliance, Legal, Product and Operations.
•The
Committee conducts an annual review of the proxy voting guidelines for domestic
and non-U.S. Portfolios.
Guidelines
are reviewed to ensure that the interests of PineBridge’s Clients are best
served.
•Issues
not addressed in the voting guidelines are determined on a case-by-case basis
with input from the Committee and portfolio managers.
•PineBridge
has engaged a third-party vendor to administer proxy voting on its behalf. The
vendor receives, in a majority of cases, proxies directly from the Client’s
custodian and votes them based on PineBridge’ s voting guidelines.
•In
circumstances where PineBridge receives proxies directly, these proxies must be
sent to the vendor promptly. The vendor then votes them in accordance with
PineBridge’s voting guidelines. The vendor maintains a listing of all votes cast
on behalf of PineBridge Clients.
DDJ
CAPITAL MANAGEMENT, LLC
PROXY
VOTING POLICIES AND PROCEDURES
Updated
March 13, 2012
I.Overview
In
accordance with the fiduciary duties owed to our clients and Rule 206(4)-6
promulgated by the Securities and Exchange Commission (the "SEC")
under the Investment Advisers Act of 1940 (the "Advisers
Act"),
DDJ Capital Management, LLC ("DDJ"), a registered investment adviser, has
adopted and implemented these Proxy Voting Policies and Procedures (the
"Policies")
that we believe are reasonably designed to ensure that proxies are voted in the
best interests of our clients. Because our authority to vote proxies on behalf
of our clients is established by our advisory contracts with such clients, the
Policies have been tailored to reflect these specific contractual
obligations.1
The Policies also reflect the long-standing fiduciary standards and
responsibilities for ERISA accounts set out in Department of Labor Bulletin
94-2, 29 C.F.R. 2509.94-2 (July 29, 1994).
II.Statement
of Proxy Voting Policy
It
is the policy of DDJ to vote all proxies in the best interests and for the
benefit of its clients. We believe that this means voting in accordance with our
judgment as to what voting decision is most likely to maximize total return to
the client as an investor in the company whose securities are being voted,
including, where applicable, returns to the client on positions held in
non-voting securities of that issuer or securities of other issuers that may be
materially affected by the outcome of the vote.
DDJ
primarily manages investments in high-yield and distressed debt, rather than
equity, securities. As a result, DDJ does not receive proxies in connection with
most of our clients' investment positions. However, certain of our client
accounts do hold equity securities. Many of the proxies received by DDJ with
respect to securities held in client accounts relate to special situations, such
as the restructuring of an issuer that is emerging or recently emerged from
bankruptcy, that is in financial distress or that has significant debt
obligations but improving fundamentals. DDJ believes that it is not appropriate,
in most cases, to vote proxies with respect to the securities of such issuers in
accordance with fixed, pre-determined guidelines. Accordingly, DDJ generally
reviews and makes a voting decision on each matter presented in such proxy on an
individual, case-by-case basis. DDJ generally gives similar, case-by-case
treatment to proxies with respect to securities of other issuers, with the
exception of routine matters noted below. Normally, voting decisions are made by
the portfolio manager or research analyst responsible at the time of the vote
for monitoring the corporate events of the particular issuer of the securities
to be voted. DDJ believes such individualized consideration of proxy voting
decisions best serves our clients' interests. For certain more routine matters
that are commonly presenting to shareholders for vote and that do not involve
issuers in special situations or other circumstances requiring individual
analysis, DDJ has established general voting guidelines that are set forth in
Section VII of these Policies. However, with respect to any particular proxy,
DDJ is not obligated to follow these general voting guidelines.
1
Certain clients may withhold proxy voting authority from DDJ. In such instances,
DDJ will not vote any proxies received with respect to the underlying client
account, though DDJ may provide consultation to such client in advance of any
applicable voting deadline.
In
certain circumstances, DDJ may elect to not vote proxies with respect to
securities held in client accounts, including, but not limited to, situations
where (a) the securities are no longer held in a client's account; (b) the proxy
or related materials are not received in sufficient time to allow DDJ to analyze
the material or cast an informed vote by the voting deadline; or (c) DDJ
concludes that the costs of voting a proxy outweigh any potential benefits to
its clients.
III. Proxy
Voting Procedures
DDJ
has designated an internal proxy administrator (the "Administrator").
The Administrator is responsible for coordinating the review and voting of
client proxies. With respect to pending proxy matters, the Administrator reviews
on a regular basis the information provided to us electronically by the
custodians for our clients (generally, in whose name (or nominee name) the
security has been registered). 2
Upon concluding that a proxy has been distributed to shareholders by an issuer
in which a client has a long position, the Administrator monitors incoming
regular mail for paper copies of such proxies. The Administrator follows up
directly with the custodian, issuer and/or Automatic Data Processing, Inc.
("ADP")
in the event that the issuer (or other shareholder service) has not timely
delivered such paper proxy to DDJ.
Following
receipt of a proxy, the Administrator reviews the proxy and the matters to be
voted therein. The Administrator also cross-checks the shareholdings information
contained in the proxy with the applicable client holdings report to confirm
that the ownership information on file with ADP, the custodian and/or the issuer
matches our internal records; to the extent that it does not, the Administrator
will attempt to reconcile the discrepancy directly with the applicable
custodian. Furthermore, any material conflicts of interest identified by the
Administrator are resolved as described in Section IV below. The Administrator
then distributes the proxy to the applicable portfolio manager or research
analyst so that s/he can review the proxy in accordance with the procedures
outlined in Section II above. If the portfolio manager or research analyst is
aware of any matter that may constitute a material conflict of interest, s/he
will contact the Administrator such that the conflict may be addressed in
accordance with the procedures described in Section IV below. Otherwise, the
portfolio manager or research analyst will return the completed proxy to the
Administrator. The Administrator then provides the Chief Compliance Officer (or
a designee) with a copy of the completed proxy for review. If the Chief
Compliance Officer is aware of any material conflict of interest, s/he will
contact the Administrator such that the conflict may be addressed in accordance
with the procedures described in Section IV below. Otherwise, the Administrator
votes the proxy in accordance with the instructions provided by the portfolio
manager or research analyst typically either electronically (typically via
www.proxyvote.com)
or via paper ballot, as applicable. 3
After the Administrator has voted the proxy, the Administrator keeps a copy of
the proxy, together with a completed internal checklist of proxy procedures
maintained by DDJ (the form of which is attached hereto as Exhibit
A),
for record keeping purposes.
In
the event that the Administrator is out of the office, the DDJ Head Trader
assumes responsibility for the timely internal distribution and voting of
proxies.
2
DDJ may also review ProxyEdge, an electronic proxy notification and voting
service to which DDJ subscribes, for information regarding proxy
voting.
3
In certain cases, depending on the voting authority provided to DDJ by the
underlying client, DDJ may instruct the client's custodian to vote the proxy in
accordance with DDJ's direction.
DDJ
CAPITAL MANAGEMENT, LLC
IV. Conflicts
of Interest
From
time to time, DDJ (and/or its affiliates) may have a material conflict of
interest with respect to a matter to be voted. For example, it is possible that
DDJ (or one of its affiliates) may have a very significant business relationship
with either the company whose stock is being voted, the person soliciting the
proxy or a third party that has a material interest in the outcome of the proxy
vote. If the Administrator identifies or is notified of a potential material
conflict of interest, the Administrator will convene a meeting of DDJ's internal
proxy committee, which has been created to address situations when such
conflicts arise. The internal proxy committee, which consists of one or more
members of the DDJ legal department and such other DDJ personnel as may be
designated to serve on the committee from time to time, will then meet to
determine whether voting on such proxy matter presents a material conflict of
interest. In the event that the internal committee concludes that there is a
material conflict of interest, DDJ generally will request a waiver of the
conflict or voting instructions from the client, a representative of the client
or an appropriate independent third party. Specifically:
•for
investment fund clients of DDJ that have established an independent board of
advisors, DDJ will disclose the conflict to such board of advisers of the
applicable investment fund, and either vote the proxy as instructed by the
applicable board or obtain a waiver for DDJ to vote the proxy;
•for
investment fund clients of DDJ that have not established a board of advisors,
DDJ will disclose the conflict (a) to such fund's independent accountants or
another unaffiliated third party advisor selected by DDJ, and vote the proxy in
accordance with the instructions of such proxy advisor, or (b) to the underlying
investors (e.g., limited partners) of such investment fund and seek either
voting instructions or a waiver of the conflict directly from a majority in
interest with respect to such investors;
•for
any commingled vehicle established as a trust, DDJ will disclose the conflict to
the trustee of such entity (provided that the trustee is unaffiliated with DDJ),
and seek either voting instructions or a waiver of the conflict from such
trustee;
•for
ERISA accounts, DDJ will disclose the conflict to the plan sponsor, trustee or
other named fiduciary for the plan and seek either voting instructions or a
waiver of the conflict from such fiduciary; and
•for
other non-ERISA separate accounts, DDJ will disclose the conflict to the
underlying client and seek either voting instructions or a waiver of the
conflict directly from such client.
In
the event that the client, client representative or other third party, as the
case may be, does not desire to direct the vote of the proxy matter in question,
DDJ may, as circumstances warrant, take other steps, such as consulting with its
outside legal counsel or an independent third party service, which steps are
designed to result in a decision that is demonstrably based on the clients' best
interests and not the product of the conflict. If a material conflict cannot be
resolved as described above, DDJ will not vote the proxy.
DDJ
CAPITAL MANAGEMENT, LLC
V.Maintenance
of Proxy Voting Records
As
required by Rule 204-2 under the Advisers Act, DDJ maintains records of proxies
that it has voted on behalf of its clients. These records include:
(i)a
copy of DDJ's internal policies and procedures with respect to proxy voting, as
updated from time to time;
(ii)copies
of proxy statements received regarding securities held in client accounts,
unless the materials are available electronically through the SEC's EDGAR
system;
(iii)a
record of each vote cast on behalf of our clients;
(iv)a
copy of any internal documents created by DDJ that were material to making the
decision how to vote proxies on behalf of its clients; and
(v)each
written client request for proxy voting records and DDJ's written response to
any (written or oral) client request for such records.
With
respect to accounts managed on behalf of any plan subject to ERISA, DDJ also
maintains accurate proxy voting records to enable the named fiduciary of such
accounts to determine whether DDJ is fulfilling its ERISA obligations with
respect to a particular account. DDJ will maintain these proxy voting books and
records for a period of six years. These records will be maintained for at least
the first two years in DDJ's office.
VI.Disclosure
DDJ
will provide each client a summary of these Policies. Alternatively, or upon the
request of any client, DDJ will provide such client copies of its full Policies
as well as information with respect to how DDJ voted proxies on behalf of such
client.
VII. Proxy
Voting Guidelines
The
following guidelines are not exhaustive and do not include all potential voting
issues. Because proxy voting issues and the circumstances of individual
portfolio companies are so varied, there may be instances when DDJ will not vote
in strict adherence to these guidelines. In addition, votes on matters not
covered by these guidelines will be determined in accordance with the proxy
voting principles set forth above in Section II. For example, proxy votes that
present company-specific issues of a non-routine nature may be more
appropriately handled on a case-by-case basis, as described above. At any time,
DDJ may seek voting instructions from some or all of the clients holding the
securities to be voted, and, as a result, client instructions may cause DDJ to
vote differently for different clients on the same matter.
I. The
Board of Directors
A.Director
Nominees in Uncontested Elections
Vote
for
director
nominees, examining the following factors:
•long-term
corporate performance record of the company's stock relative to a market index;
and
•composition
of board and key board committees.
DDJ
CAPITAL MANAGEMENT, LLC
In
certain cases, and when information is readily available, we may also
review:
•corporate
governance provisions and takeover activity;
•board
decisions regarding executive pay;
•board
decisions regarding majority-supported shareholder proposals in back-to-back
years;
•director
compensation; and
•number
of other board seats held by nominee.
B.Majority
of Independent Directors
Vote
for
proposals
that the board be comprised of a majority of independent directors.
Vote
for
proposals
that request that the board audit, compensation and/or nominating committees
include independent directors exclusively.
C.Director
and Officer Indemnification and Liability Protection
Vote
on a case-by-case
basis
proposals concerning director and officer indemnification and liability
protection.
Vote
against
proposals
to limit or eliminate entirely director and officer liability for monetary
damages for violating the duty of care.
Vote
against
indemnification
proposals that would expand coverage beyond just legal expenses to include
coverage for acts or omissions, such as gross negligence or worse, that are more
serious violations of fiduciary obligations than mere carelessness.
Vote
for
only
those proposals that provide such expanded coverage in cases when a director's
or officer's legal defense was unsuccessful if: (1) the director or officer was
found to have acted in good faith and in a manner that he reasonably believed
was in the best interests of the company, and
(2)
only if the director's legal expenses would be covered.
II.Proxy
Contests
A.
Director Nominees in Contested Elections
Vote
on a case-by-case
basis
when the election of directors is contested, examining some or all of the
following factors:
•long-term
financial performance of the company relative to its industry;
•management's
track record;
•background
to the proxy contest;
•qualifications
of director nominees (both slates);
•evaluation
of what each side is offering shareholders, as well as the likelihood that the
proposed objectives and goals can be met; and
•stock
ownership positions of director nominees.
III.Auditors
Ratifying
Auditors
Vote
for
proposals
to ratify auditors, unless it appears that: an auditor has a financial interest
in or association with the company that impairs the auditor's independence; 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.
DDJ
CAPITAL MANAGEMENT, LLC
IV.Proxy
Contest
Defenses
A.
Shareholder Ability to Call Special Meetings
Vote
against
proposals
to restrict or prohibit shareholder ability to call special
meetings.
Vote
for
proposals
that remove restrictions on the right of shareholders to act independently of
management.
B.Shareholder
Ability to Act by Written Consent
Vote
against
proposals
to restrict or prohibit shareholder ability to take action by written
consent.
Vote
for
proposals
to allow or make easier shareholder action by written consent.
C.Shareholder
Ability to Alter the Size of the Board
Vote
for
proposals
that seek to fix the size of the board.
Vote
against
proposals
that give management the ability to alter the size of the board without
shareholder approval.
V.Capital
Structure
A. Common
Stock Authorization
Vote
on a case-by-case
basis
proposals to increase the number of shares of common stock authorized for
issue.
B.Stock
Distributions: Splits and Dividends
Vote
for
management
proposals to increase common share authorization for a stock split, provided
that the split does not result in an increase of authorized but unissued shares
of more than 100% after giving effect to the shares needed for the
split.
C.Reverse
Stock Splits
Vote
against
management
proposals to implement a reverse stock split.
D.Share
Repurchase Programs
Vote
for
management
proposals to institute open-market share repurchase plans in which all
shareholders may participate on equal terms.
DDJ
CAPITAL MANAGEMENT, LLC
VI.Executive
and Director Compensation
In
general, we vote on a case-by-case
basis
on executive and director compensation plans, with the view that viable
compensation programs reward the creation of stockholder wealth by having a high
payout sensitivity to increases in shareholder value.
In
evaluating a pay plan, we may consider its dilutive effect both on shareholder
wealth and on voting power. We may consider equity-based compensation along with
cash components of pay. Administrative features may also be factored into our
vote. For example, our policy is that the plan should generally be overseen by a
committee of independent directors; insiders should not generally serve on
compensation committees.
Other
factors, such as repricing underwater stock options without shareholder
approval, may cause us to vote against a plan. Additionally, in some cases we
would vote against a plan deemed unnecessary.
A.Proposals
to Limit Executive and Director Pay
Vote
on a case-by-case
basis
all proposals that seek additional disclosure of executive and director pay
information.
Vote
on a case-by-case
basis
all other proposals that seek to limit executive and director pay.
Vote
for
proposals
to expense options, unless the company has already publicly committed to
expensing options by a specific date.
B.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., generally greater than 5% of
outstanding shares).
C.401(k)
Employee Benefit Plans
Vote
for
proposals
to implement a 401(k) savings plan for employees.
VII.
Mergers and Corporate Restructurings
Vote
on a case-by-case
basis
proposals related to mergers and acquisitions, taking into account some or all
of the following factors:
•anticipated
financial and operating benefits;
•offer
price (cost vs. premium);
•prospects
of the combined companies;
•how
the deal was negotiated; and
•changes
in corporate governance and their impact on shareholder rights.
DDJ
CAPITAL MANAGEMENT, LLC
Exhibit
A
Proxy
Checklist
Name
of Issuer:
Date
proxy required to be voted: Record
Date
____ Cross-check
proxy ownership disclosure with internal DDJ holdings report
____ Deliver
checklist and proxy to Responsible Analyst:
____ Receive
completed proxy from Responsible Analyst
____ Deliver
completed proxy to Legal Department
____ Receive
completed proxy from Legal Department
____ Confirm
with CFO, DDJ Head Trader, Responsible Analyst and Legal Department that no
material conflicts were identified.
If
any of the addressees or copied persons believes that there may be a potential
material conflict of interest with respect to a proxy matter to be voted, please
notify me so that I may convene a meeting of the DDJ Internal Proxy Committee in
accordance with the Policies.
Either:
____ Vote
proxy via
on
in accordance with instructions provided by the Responsible
Analyst.
or
____ Convene
DDJ Internal Proxy Committee and vote proxy accordingly
____ File
proxy in accordance with internal record-keeping procedures
Initialed:
Chris
Kaminski
Administrator
DDJ
CAPITAL MANAGEMENT, LLC
Proxy
and Corporate Action Voting Policy
Dated
March 2020
Policy
When
voting proxies or acting on corporate actions for clients, Post will decide
based on the best interests of its clients. Post shall act in a prudent and
diligent manner and make voting decisions Post believes enhance the value of the
assets of client accounts. With respect to ERISA accounts, plan beneficiaries
and participants, voting will be in accordance with ERISA and the U.S.
Department of Labor (“DOL”) guidance thereunder. Unless a client specifically
reserves the right to vote its own proxies or to take shareholder action in
other corporate actions, Post will vote proxies or act on other actions received
in sufficient time prior to their deadlines as part of its discretionary
authority over the assets. Corporate actions may include, for example and
without limitation, tender offers or exchanges, bankruptcy proceedings, and
class actions.
Background
Post
Advisory Group, LLC (“Post”) acts as discretionary investment adviser for
various clients, including clients governed by the Employee Retirement Income
Security Act of 1974 (“ERISA”) and registered open-ended investment companies
(“mutual funds”). While Post primarily manages fixed income securities, it does
occasionally hold a limited amount of voting securities or securities for which
shareholder action is solicited in a client account.
Responsibility
The
Chief Compliance Officer (CCO) is responsible for establishing this policy,
ensuring that this policy is consistent with applicable federal securities laws
and regulations, updating this policy based on changes to federal securities
laws and regulations and providing effective disclosure of this policy as
applicable. Additionally, the Compliance Department (Compliance) is responsible
for evaluating this policy no less frequently than annually. Compliance is also
responsible for restricting securities with pending corporate actions in Charles
River.
Post’s
Operations Department is responsible for voting proxies in a timely manner and
consistently across portfolios as well as handling clients’ corporate
actions.
Proxy
Voting Procedures
Operations
will consider each proxy issue individually and vote in a manner which Post
believes enhances the value of client accounts overall. Where a proxy proposal
raises a material conflict of interest between Post’s interests and the
client’s, Post will disclose the conflict to the relevant clients and obtain
their consent to the proposed vote prior to voting the securities. When a client
does not respond to such a conflict disclosure request or denies the request,
Post will abstain from voting the securities held by that client’s account.
Corporate
Actions Procedures
The
following procedures are following in addressing corporate actions:
•Operations
will receive notifications of corporate actions from StateStreet.
•Operations
will request and receive instructions from the relevant PM or Analyst covering
the security.
•Operations
will vote consistent with the instructions in State Street’s CApTAIN system and
send confirmatory documentation back to the relevant PM or Analyst.
•For
mandatory calls, Operations will add the positions to the cash sheet and
Compliance will add those securities to a restricted list in Charles
River.
•State
Street will automatically execute exchanges due to standing instructions from
Post.
Record
Retention
All
records associated with this policy that require retention shall be maintained
according to the record retention obligations enumerated in the attached
Recordkeeping Policy.
Proxy
and Corporate Action Voting Policy 1
BAIRD
EQUITY ASSET MANAGEMENT
BAIRD
EQUITY AM’S PROXY VOTING POLICIES AND PROCEDURES
Revised
Effective November 18, 2020
I.
BACKGROUND
Rule
206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) requires
that, for an investment adviser to exercise voting authority with respect to
client securities, the adviser must:
•adopt
and implement written policies and procedures that are reasonably designed to
ensure that the adviser votes clients securities in the best interest of
clients, which procedures must include how the adviser addresses material
conflicts that may arise between the adviser’s interests and those of the
adviser’s clients;
•disclose
to clients how they may obtain information from the adviser about how the
adviser voted with respect to their securities; and
•describe
to clients the adviser’s proxy voting policies and procedures and, upon request,
furnish a copy of the policies and procedures to the requesting
client.
Rule
204-2 of the Advisers Act requires that registered investment advisers maintain
records of its proxy voting policies and procedures; proxy statements received;
votes cast on behalf of clients; client requests for proxy voting information;
and documents prepared by the investment adviser that were material to making a
voting decision.
II.
POLICY
The
Baird Equity Asset Management department (“Baird Equity AM”) of Robert W. Baird
& Co. Incorporated (the “Advisor” or “Baird”) exercises voting authority
with respect to securities held by advisory clients that have executed advisory
agreements with Baird and that have delegated proxy voting authority to Baird.
Baird owes these clients duties of care and loyalty. Baird’s duty of loyalty
requires Baird to vote the proxies in a manner consistent with the best
interests of advisory clients. While Baird uses its best efforts to vote
proxies, there are instances when voting is not practical or is not, in Baird or
the portfolio manager’s view, in the best interest of clients.
As
a fiduciary, Baird will ascertain whether the independent proxy voting service
has the capacity and competency to analyze proxy issues, which may include
considering: the adequacy and quality of the independent proxy voting service’s
staffing and personnel; the robustness of its policies and procedures regarding
its ability to (i) ensure that its proxy voting recommendations are based on
current and accurate information and (ii) identify and address any conflicts of
interest. Further, Baird should ensure that these voting guidelines or
recommendation policies are generally appropriate for the clients whose proxies
are being voted.
Baird
Equity Asset Management of
Robert
W. Baird & Co. Incorporated
III.PROXY
VOTING COMMITTEE
Baird
has established a Proxy Voting Committee (the “Committee”) to oversee Baird’s
proxy voting practices, including oversight of the independent proxy voting
service. The Committee has established a Proxy Committee Charter to describe its
responsibilities under these policies and procedures. The Committee will review,
at least annually, these Proxy Voting Policies and Procedures and its Charter.
Further, the Committee will appoint a Sub-Committee for Baird’s Asset Management
groups to consider proxy voting challenges made by its portfolio
managers.
IV.PROXY
VOTING GUIDELINES
Baird
utilizes an independent provider of proxy voting and corporate governance
service to analyze proxy materials and votes and make independent voting
recommendations (the “independent proxy voting service”). Baird’s independent
proxy voting service is currently Institutional Shareholder Services Inc.
(“ISS”).The independent proxy voting service provides proxy voting guidelines
regarding its position on various matters presented by companies to their
shareholders for consideration. Baird will typically vote shares in accordance
with the recommendations made by the independent proxy voting service. However,
the independent proxy voting service’s guidelines are not exhaustive, do not
address all potential voting issues, and do not necessarily correspond with the
opinions of the portfolio managers.
In
the event the portfolio manager believes the independent proxy voting service
recommendation is not in the best interest of the client, he/she will bring the
issue (a “proxy challenge”) to the Sub- Committee by completing a Proxy Vote
Challenge Form, which describes, among other things, the issue(s) up for vote
and the portfolio manager’s rationale for voting against the voting
recommendation of the independent proxy voting service. The Sub-Committee will
consider what is in the best interest of clients when evaluating the proxy
challenge, including an evaluation of the portfolio manager’s rationale and any
potential conflicts of interest. The decision made by the Sub- Committee on the
proxy challenge will apply to all advisory accounts managed by the portfolio
manager (or team of portfolio managers) that submitted the Proxy Voting
Challenge Form, unless the client has directed Baird to utilize specific voting
guidelines (e.g., Taft-Hartley guidelines).
For
those matters for which the independent proxy voting service does not provide a
specific voting recommendation, the portfolio manager will be responsible for
casting the vote in a manner he/she believes is in the best interest of
clients.
V.PROXY
VOTING EXCEPTIONS
There
are instances when voting is not practical or is not, in Baird or the portfolio
manager’s view, in the best interest of clients. Some examples of these types of
situations are described below:
Certain
Foreign Companies.
Voting proxies of companies located in some jurisdictions may involve several
issues that can restrict or prevent the ability to vote such proxies or entail
additional costs, including, but not limited to: (i) requirements to vote
proxies in person; (ii) restrictions on the sale of the securities for a period
of time in proximity to the shareholder meeting; (iii) proxy statements and
ballots being written in a language other than English; (iv) untimely notice of
shareholder meetings; (v) restrictions on a foreigner’s ability to exercise
votes; and (vi) requirements to provide local agents with a power of attorney to
facilitate voting instructions. Baird will use a best efforts basis to vote
proxies in these situations after weighing the costs and benefits of voting such
proxies.
Baird
Equity Asset Management of
Robert
W. Baird & Co. Incorporated
Securities
Lending Program.
The voting rights for shares that are out on loan are transferred to the
borrower and therefore the lender is not entitled to vote the lent shares at the
shareholder meeting. In general, Baird believes the revenue received from the
lending program outweighs the ability to vote. Therefore, when a client has
entered into a securities lending program, Baird generally will not seek to
recall the securities on loan for the purpose of voting the securities; however,
Baird reserves the right to recall the shares on loan on a best efforts basis if
the portfolio manager becomes aware of a proxy proposal where the proxy vote is
materially important to the client’s account.
VI.
CONFLICTS OF INTEREST
There
may be instances where Baird’s interests conflict, or appear to conflict, with
advisory client interests. For example, Baird (or a Baird 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. Or, for example, Baird (or Baird’s senior executive
officers) may have business or personal relationships with corporate directors
or candidates for directorship. There may be a concern that we would vote in
favor of management because of our relationship with the company.
We
generally believe a material conflict exists if a portfolio manager (or team of
portfolio managers) (i) manages or is pursuing management of accounts that are
affiliated with the company soliciting proxies, (ii) is aware of investment
banking or other relationships that the Advisor has or is pursuing with the
company soliciting proxies (or its senior officers) that may give Baird an
incentive to vote as recommended by the company, or (iii) has been asked or
directed by persons associated with the Advisor or the company soliciting
proxies to vote proxies in a certain manner in order to maintain or develop a
relationship between the Advisor and the company. The Sub-Committee may also
determine a material conflict of interest exists for other reasons.
Baird’s
duty is to vote proxies in the best interests of advisory clients. As noted
above under the Proxy Voting Guidelines section, Baird will typically vote
shares in accordance with the recommendations made by the independent proxy
voting service, which generally mitigates conflicts. However, in situations
where there is a conflict of interest and the independent proxy voting service
does not provide a recommendation or there is a proxy challenge, the
Sub-Committee will determine the nature and materiality of the
conflict.
•If
the conflict is determined to not be material, the Sub-Committee will vote the
proxy in a manner the Sub-Committee believes is in the best interests of the
client and without consideration of any benefit to the Advisor or its
affiliates.
•If
the conflict is determined to be material, the Sub-Committee will take one of
the following steps to resolve the conflict:
1.Vote
the securities in accordance with the recommendations of an independent third
party, such as ISS;
2.Refer
the proxy to the advisory client or to a fiduciary of the advisory client for
voting purposes;
3.Suggest
that the advisory client engage another party to determine how the proxy should
be voted;
4.If
the matter is not addressed by the independent proxy voting service, vote in
accordance with management’s recommendation; or
Baird
Equity Asset Management of
Robert
W. Baird & Co. Incorporated
5.Abstain
from voting.
VII.
PROCEDURES
Baird
uses ISS’s electronic voting management system (“proxy voting system”) to assist
with executing proxy votes on behalf of clients. Baird Equity Asset Management’s
voting instructions for clients are typically pre-populated in the proxy voting
system with the ISS voting recommendation shortly after such recommendation is
made available by ISS. The vote instruction may be changed in the proxy voting
system until the voting cut-off time (e.g., due to a portfolio manager challenge
approved by the Committee).
The
portfolio managers (or portfolio manager team) are responsible for:
•casting
the vote in a manner he/she believes is in the best interest of
clients;
•being
familiar with the proxy voting guidelines of the independent proxy voting
services; and
•completing
the Proxy Voting Challenge Form and submitting on a timely basis to the Proxy
Voting Sub-Committee when he/she believes the independent proxy voting service
recommendation is not in the best interest of the client.
Baird
Equity AM Operations is responsible for:
•ensuring
a copy of the proxy voting guidelines (and/or changes made to such guidelines)
established by the independent proxy voting service are distributed, at least
annually, to the portfolio managers (or portfolio management
teams);
•distributing
periodic reports to the portfolio managers (or portfolio management teams) on
upcoming shareholder meetings to assist the portfolio managers in identifying
proposals that may not necessarily correspond with the opinions of the portfolio
managers (e.g., recommendations against management);
•coordinating
with the portfolio manager (or portfolio manager team) the voting recommendation
for those matters for which the independent proxy voting service does not
provide a specific voting recommendation;
•coordinating,
with the assistance of the Compliance Department as needed, any Proxy Voting
Sub-Committee meetings;
•ensuring
a conflicts check is performed in situations where there is a proxy challenge or
the independent proxy voting service does not provide a recommendation or there
is a proxy challenge;
•ensuring
the results of any Sub-Committee meetings are communicated to the portfolio
manager (or portfolio manager teams) and, if the proxy challenge is approved by
the Sub- Committee, notifying Baird’s Proxy Support team to cast the votes in
accordance with the Sub-Committee’s instructions;
•confirming,
when possible prior to the voting cut-off date, that Baird’s Proxy Support team
properly recorded into the voting instructions into the proxy voting system
(currently, ISS) for any approved proxy challenge or for any matters where the
independent proxy voting service did not provide a recommendation;
and
•notifying
the Proxy Support area of Baird’s Operations group when advisory client request
for information on how Baird voted proxies on the advisory client’s
behalf.
The
Proxy Support area of Baird’s Operations group is responsible for:
•sending
to the Baird Equity AM Operations any proposals in which the third party proxy
Baird
Equity Asset Management of
Robert
W. Baird & Co. Incorporated
voting
services has not provided a recommendation, and
•recording
or updating, based on the instructions received, the voting instructions in the
proxy voting system for (i) any approved proxy voting challenges and (ii) any
matters where the proxy voting service did not provide
instructions.
VIII.DISCLOSURE
TO CLIENTS
Baird
will disclose to clients how they can obtain information from us on how client
portfolio securities were voted. At the same time, we will provide a summary of
these proxy voting policies and procedures to clients and, upon request, will
provide them with a copy of the same. These disclosures will be made in Baird’s
Form ADV Part 2A (Brochure).
IX.RECORDKEEPING
The
applicable department or department unit will maintain the following records
with respect to proxy voting:
•a
copy of the proxy voting policies and procedures is maintained by the Compliance
Department;
•a
copy of all proxy statements received is maintained through the proxy voting
system (currently, ISS), the SEC’s EDGAR system or by the Proxy Support
team;
•a
record of each vote cast on behalf of an advisory client is maintained through
the proxy voting system (currently, ISS) or by the Proxy Support
team;
•a
copy of any document prepared by Baird that was material to making a voting
decision or that memorializes the basis for that decision is maintained as part
of the records of the Proxy Voting Sub-Committee;
•a
copy of each written advisory client request for information on how Baird voted
proxies on the advisory client’s behalf is maintained by Baird Equity AM
Operations; and
•a
copy of any written response to any advisory client request (written or oral)
for information on how proxies were voted on behalf of the requesting advisory
client is maintained by Baird Equity AM Operations.
These
books and records shall be made and maintained in accordance with the
requirements and time periods provided in Rule 204-2 of the Advisers
Act.
Baird
Equity Asset Management of
Robert
W. Baird & Co. Incorporated
POLICY
ON PROXY VOTING
SPECTRUM
ASSET MANAGEMENT, INC.
FOR
INVESTMENT ADVISORY CLIENTS:
GENERAL
POLICY
Spectrum,
an investment adviser registered with the Securities and Exchange Commission,
acts as investment advisor for various types of client accounts (e.g. employee
benefit plans, governmental plans, mutual funds, insurance company separate
accounts, corporate pension plans, endowments and foundations). While
Spectrum receives few proxies for the preferred shares it manages, Spectrum
nonetheless will, when delegated the authority by a client, vote these shares
per the following policy voting standards and processes:
STANDARDS:
Spectrum’s
standards aim to ensure the following in keeping with the best interests of its
clients:
•That
Spectrum act solely in the interest of its clients in providing for ultimate
long-term stockholder value.
•That
Spectrum act without undue influence from individuals or groups who may have an
economic interest in the outcome of a proxy vote.
•That
the custodian bank is aware of our fiduciary duty to vote proxies on behalf of
others – Spectrum relies on the best efforts of the custodian bank to deliver
all proxies we are entitled to vote.
•That
Spectrum will exercise its right to vote all proxies on behalf of its clients
(or permit clients to vote their interest, as the case(s) may be).
•That
Spectrum will implement a reasonable and sound basis to vote
proxies.
PROCESSES:
A.Following
ISS’ Recommendations
Spectrum
has selected Institutional Shareholder Services (ISS) to assist it with its
proxy voting responsibilities. Spectrum follows ISS Standard Proxy
Voting guidelines (the “Guidelines”). The Guidelines embody the
positions and factors Spectrum generally considers important in casting proxy
votes. They address a wide variety of individual topics, including, among other
matters, shareholder voting rights, anti-takeover defenses, board structures,
the election of directors, executive and director compensation, reorganizations,
mergers, and various shareholder proposals. Recognizing the complexity and
fact-specific nature of many corporate governance issues, the Guidelines often
do not direct a particular voting outcome, but instead identify factors ISS
considers in determining how the vote should be cast.
In
connection with each proxy vote, ISS prepares a written analysis and
recommendation (an "ISS Recommendation") that reflects ISS's application of
Guidelines to the particular proxy issues. Where the Guidelines do not direct a
particular response and instead list relevant factors, the ISS Recommendation
will reflect ISS's own evaluation of the factors. Spectrum may on any particular
proxy vote decide to diverge from the Guidelines or an ISS Recommendation. In
such cases, our procedures require: (i) the requesting Portfolio Manager to set
forth the reasons for their decision; (ii) the approval of the Chief Investment
Officer; (iii) notification to the Compliance Department and other appropriate
Principal Global Investors personnel; (iv) a determination that the decision is
not influenced by any conflict of interest; and (v) the creation of a written
record reflecting the process.
Spectrum
generally votes proxies in accordance with ISS’ recommendations. When
Spectrum follows ISS’ recommendations, it need not follow the conflict of
interest procedures in Section B, below.
From
time to time ISS may have a business relationship or affiliation with one or
more issuers held in Spectrum client accounts, while also providing voting
recommendations on these issuers’ securities. Because this practice
may present a conflict of interest for ISS, Spectrum’s Chief Compliance Officer
will require from ISS at least annually additional information, or a
certification that ISS has adopted policies and procedures to detect and
mitigate such conflicts of interest in issuing voting
recommendations. Spectrum may obtain voting recommendations from two
proxy voting services as an additional check on the independence of the ISS’
voting recommendations.
B.Disregarding
ISS’ Recommendations
Should
Spectrum determine not to follow ISS’ recommendation for a particular proxy,
Spectrum will use the following procedures for identifying and resolving a
material conflict of interest and will use the Proxy Voting Guidelines (below)
in determining how to vote. The Report for Proxy Vote(s) against ISS
Recommendation(s), Exhibit A hereto, shall be completed in each such
instance.
Spectrum
will classify proxy vote issues into three broad categories: Routine
Administrative Items, Special Interest Issues, and Issues Having the Potential
for Significant Economic Impact. Once the Senior Portfolio Manager
has analyzed and identified each issue as belonging in a particular category and
disclosed the conflict of interests to affected clients and obtained their
consents prior to voting, Spectrum will cast the client’s vote(s) in accordance
with the philosophy and decision guidelines developed for that
category. New and unfamiliar issues are constantly appearing in the
proxy voting process. As new issues arise, we will make every effort
to classify them among the three categories below. If we believe it
would be informative to do so, we may revise this document to reflect how we
evaluate such issues.
Due
to timing delays, logistical hurdles and high costs associated with procuring
and voting international proxies, Spectrum has elected to approach international
proxy voting on the basis of achieving “best efforts at a reasonable
cost.”
As
a fiduciary, Spectrum owes its clients an undivided duty of
loyalty. We strive to avoid even the appearance of a conflict that
may compromise the trust our clients have placed in it. This is true
with respect to proxy voting and thus Spectrum has adopted the following
procedures for addressing potential or actual conflicts of interest.
Identifying
a Conflict of Interest. There
may be a material conflict of interest when Spectrum votes a proxy solicited by
an issuer whose retirement plan or fund we manage or with whom Spectrum, an
affiliate, or an officer or director of Spectrum or of an affiliate has any
other material business or personal relationship that may affect how we vote the
issuer’s proxy. To avoid any perceived material conflict of interest,
the following procedures have been established for use when Spectrum encounters
a potential material conflict to ensure that voting decisions are based on a
clients’ best interest and are not the product of a material
conflict.
Monitoring
for Conflicts of Interest. All
employees of Spectrum are responsible for monitoring for conflicts of interest
and referring any that may be material to the CCO for resolution. At
least annually, the CCO will take reasonable steps to evaluate the nature of
Spectrum’s material business relationships (and those of its affiliates) with
any company whose preferred securities are held in client accounts (a “portfolio
company”) to assess which, if any, could give rise to a conflict of
interest. CCO’s review will focus on the following three
categories:
•Business
Relationships – The CCO will consider whether Spectrum (or an affiliate) has a
substantial business relationship with a portfolio company or a proponent of a
proxy proposal relating to the portfolio company (e.g., an employee group), such
that failure to vote in favor of management (or the proponent) could harm the
adviser’s relationship with the company (or proponent). For example,
if Spectrum manages money for the portfolio company or an employee group,
manages pension assets, leases office space from the company, or provides other
material services to the portfolio company, the CCO will review whether such
relationships may give rise to a conflict of interest.
•Personal
Relationships – The CCO will consider whether any senior executives or portfolio
managers (or similar persons at Spectrum’s affiliates) have a personal
relationship with other proponents of proxy proposals, participants in proxy
contests, corporate directors, or candidates for directorships that might give
rise to a conflict of interest.
•Familial
Relationships – The CCO will consider whether any senior executives or portfolio
managers (or similar persons at Spectrum’s affiliates) have a familial
relationship relating to a portfolio company (e.g., a spouse or other relative
who serves as a director of a portfolio company, is a candidate for such a
position, or is employed by a portfolio company in a senior
position).
In
monitoring for conflicts of interest, the CCO will consider all information
reasonably available to it about any material business, personal, or familial
relationship involving Spectrum (and its affiliates) and a portfolio company,
including the following:
•A
list of clients that are also public companies, which is prepared and updated by
the Operations Department and retained in the Compliance
Department.
•Publicly
available information.
•Information
generally known within Spectrum.
•Information
actually known by senior executives or portfolio managers. When considering a
proxy proposal, investment professionals involved in the decision-making process
must disclose any potential material conflict that they are aware of to the CCO
prior to any substantive discussion of a proxy matter.
•Information
obtained periodically from those persons whom the CCO reasonably believes could
be affected by a conflict arising from a personal or familial relationship
(e.g., portfolio managers, senior management).
The
CCO may, at his discretion, assign day-to-day responsibility for monitoring for
conflicts to a designated person. With respect to monitoring of
affiliates, the CCO in conjunction with PGI’s CCO may rely on information
barriers between Spectrum and its affiliates in determining the scope of its
monitoring of conflicts involving affiliates.
Determining
Whether a Conflict of Interest is “Material”
– On a regular basis, CCO will monitor conflicts of interest to determine
whether any may be “material” and therefore should be referred to PGI for
resolution. The SEC has not provided any specific guidance as to what
types of conflicts may be “material” for purposes of proxy voting, so therefore
it would be appropriate to look to the traditional materiality analysis under
the federal securities laws, i.e., that a “material” matter is one that is
reasonably likely to be viewed as important by the average
shareholder.
Whether
a conflict may be material in any case will, of course, depend on the facts and
circumstances. However, in considering the materiality of a conflict, Spectrum
will use the following two-step approach:
1.Financial
Materiality – The most likely indicator of materiality in most cases will be the
dollar amount involved with the relationship in question. For
purposes of proxy voting, it will be presumed that a conflict is not material
unless it involves at least 5% of Spectrum’s annual revenues or a minimum dollar
amount of $1,000,000. Different percentages or dollar amounts may be
used depending on the nature and degree of the conflict (e.g., a higher number
if the conflict arises through an affiliate rather than directly with
Spectrum).
2.Non-Financial
Materiality – A non-financial conflict of interest might be material (e.g.,
conflicts involving personal or familial relationships) and should be evaluated
based on the facts and circumstances of each case.
If
the CCO has any question as to whether a particular conflict is material, it
should presume the conflict to be material and refer it to the PGI’s CCO for
resolution. As in the case of monitoring conflicts, the CCO may
appoint a designated person or subgroup of Spectrum’s investment team to
determine whether potential conflicts of interest may be material.
Resolving
a Material Conflict of Interest
– When an employee of Spectrum refers a potential material conflict of interest
to the CCO, the CCO will determine whether a material conflict of interest
exists based on the facts and circumstances of each particular
situation. If the CCO determines that no material conflict of
interest exists, no further action is necessary and the CCO will notify
management accordingly. If the CCO determines that a material
conflict exists, CCO must disclose the conflict to affected clients and obtain
consent from each as to the manner in which Spectrum proposes to
vote.
Clients
may obtain information about how we voted proxies on their behalf by contacting
Spectrum’s Compliance Department.
PROXY
VOTING GUIDELINES
CATEGORY
I: Routine
Administrative Items
Philosophy: Spectrum
is willing to defer to management on matters of a routine administrative
nature. We feel management is best suited to make those decisions
which are essential to the ongoing operation of the company and which do not
have a major economic impact on the corporation and its
shareholders. Examples of issues on which we will normally defer to
management’s recommendation include:
1.selection
of auditors
2.increasing
the authorized number of common shares
3.election
of unopposed directors
CATEGORY
II: Special
Interest Issues
Philosophy: While
there are many social, political, environmental and other special interest
issues that are worthy of public attention, we do not believe the corporate
proxy process is the appropriate arena in which to achieve gains in these
areas. Our primary responsibility in voting proxies is to provide for
the greatest long-term value for Spectrum’s clients. We are opposed
to proposals which involve an economic cost to the corporation, or which
restrict the freedom of management to operate in the best interest of the
corporation and its shareholders. However, in general we will abstain
from voting on shareholder social, political and environmental proposals because
their long-term impact on share value cannot be calculated with any reasonable
degree of confidence.
CATEGORY
III: Issues
Having the Potential for Significant Economic Impact
Philosophy: Spectrum
is not willing to defer to management on proposals which have the potential for
major economic impact on the corporation and the value of its
shares. We believe such issues should be carefully analyzed and
decided by the owners of the corporation. Presented below are
examples of issues which we believe have the potential for significant economic
impact on shareholder value.
1.Classification
of Board of Directors.
Rather than electing all directors annually, these provisions
stagger a board, generally into three annual classes, and call for only
one-third to be elected each year. Staggered boards may help to
ensure leadership continuity, but they also serve as defensive
mechanisms. Classifying the board makes it more difficult to change
control of a company through a proxy contest involving election of
directors. In general, we vote on a case by case basis on proposals
for staggered boards, but generally favor annual elections of all
directors.
2.Cumulative
Voting of Directors. Most
corporations provide that shareholders are entitled to cast one vote for each
director for each share owned - the one share, one vote standard. The
process of cumulative voting, on the other hand, permits shareholders to
distribute the total number of votes they have in any manner they wish when
electing directors. Shareholders may possibly elect a minority
representative to a corporate board by this process, ensuring representation for
all sizes of shareholders. Outside shareholder involvement can
encourage management to maximize share value. We generally support
cumulative voting of directors.
3.Prevention
of Greenmail. These
proposals seek to prevent the practice of “greenmail”, or targeted share
repurchases by management of company stock from individuals or groups seeking
control of the company. Since only the hostile party receives
payment, usually at a substantial premium over the market value of its shares,
the practice discriminates against all other shareholders. By making
greenmail payments, management transfers significant sums of corporate cash to
one entity, most often for the primary purpose of saving their
jobs. Shareholders are left with an asset-depleted and often less
competitive company. We think that if a corporation offers to buy
back its stock, the offer should be made to all shareholders, not just to a
select group or individual. We are opposed to greenmail and will
support greenmail prevention proposals.
4.Supermajority
Provisions. These
corporate charter amendments generally require that a very high percentage of
share votes (70-81%) be cast affirmatively to approve a merger, unless the board
of directors has approved it in advance. These provisions have the
potential to give management veto power over merging with another company, even
though a majority of shareholders favor the merger. In most cases we
believe requiring supermajority approval of mergers places too much veto power
in the hands of management and other minority shareholders, at the expense of
the majority shareholders, and we oppose such provisions.
5.Defensive
Strategies. These
proposals will be analyzed on a case by case basis to determine the effect on
shareholder value. Our decision will be based on whether the proposal
enhances long-term economic value.
6.Business
Combinations or Restructuring. These
proposals will be analyzed on a case by case basis to determine the effect on
shareholder value. Our decision will be based on whether the proposal
enhances long-term economic value.
7.Executive
and Director Compensation. These
proposals will be analyzed on a case by case basis to determine the effect on
shareholder value. Our decision will be based on whether the proposal
enhances long-term economic value.
|
|
|
Exhibit
A to Proxy Policy |
|
Report
for Proxy Vote(s) Against ISS Recommendation(s) |
|
This
form should be completed in instances in which Spectrum Portfolio
Manager(s) decide to vote against ISS recommendations. |
|
1.
Security Name / Symbol: |
|
|
|
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3.
Summary of ISS recommendation (see attached full ISS
recommendation: |
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|
|
|
|
4.
Reasons for voting against ISS recommendation (supporting documentation
may be attached): |
|
|
|
|
|
5.
Determination of potential conflicts (if any): |
|
|
|
|
|
|
|
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|
|
6.
Contacted Compliance Department: Yes / No |
Name
of individual contacted: |
|
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Date: |
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|
|
|
|
|
|
7.
Contacted other Spectrum portfolio managers who have position in same
security: Yes / No |
Name
of individual contacted: |
|
|
Date: |
|
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|
|
|
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|
|
|
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8.
Portfolio Manager Signature: |
|
Date: |
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Portfolio
Manager Name: |
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Portfolio
Manager Signature*: |
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|
Date: |
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Portfolio
Manager Name: |
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*Note:
All Portfolio Managers who manage portfolios that hold relevant security must
sign.
T.
ROWE PRICE ASSOCIATES, INC. AND CERTAIN OF ITS INVESTMENT ADVISER
AFFILIATES
PROXY
VOTING POLICIES AND PROCEDURES
RESPONSIBILITY
TO VOTE PROXIES
T.
Rowe Price Associates, Inc. and certain of its investment adviser
affiliates1
(collectively, “T. Rowe Price”) have adopted these Proxy Voting Policies and
Procedures (“Policies and Procedures”) for the purpose of establishing formal
policies and procedures for performing and documenting their fiduciary duty with
regard to the voting of client proxies. This document is reviewed at least
annually and updated as necessary.
T.
Rowe Price recognizes and adheres to the principle that one of the privileges of
owning stock in a company is the right to vote in the election of the company’s
directors and on matters affecting certain important aspects of the company’s
structure and operations that are submitted to shareholder vote. The
U.S.-registered investment companies which T. Rowe Price sponsors and serves as
investment adviser (the “Price Funds”) as well as other investment advisory
clients have delegated to T. Rowe Price certain proxy voting powers. As an
investment adviser, T. Rowe Price has a fiduciary responsibility to such clients
when exercising its voting authority with respect to securities held in their
portfolios. T. Rowe Price reserves the right to decline to vote proxies in
accordance with client-specific voting guidelines..
Fiduciary
Considerations.
It is the policy of T. Rowe Price that decisions with respect to proxy issues
will be made in light of the anticipated impact of the issue on the desirability
of investing in the portfolio company from the viewpoint of the particular
advisory client or Price Fund. Proxies are voted solely in the interests of the
client, Price Fund shareholders or, where employee benefit plan assets are
involved, in the interests of plan participants and beneficiaries. Our intent
has always been to vote proxies, where possible to do so, in a manner consistent
with our fiduciary obligations and responsibilities.
One
of the primary factors T. Rowe Price considers when determining the desirability
of investing in a particular company is the quality and depth of its management.
We recognize that a company’s management is entrusted with the day-to-day
operations of the company, as well as its long-term direction and strategic
planning, subject to the oversight of the company’s board of directors.
Accordingly, our proxy voting guidelines are not intended to substitute our
judgment for management’s with respect to the company’s day-to-day operations.
Rather, our proxy voting guidelines are designed to promote accountability of a
company’s management and board of directors to its shareholders; to align the
interests of management with those of shareholders; and to encourage companies
to adopt best practices in terms of their corporate governance and disclosure.
In addition to our proxy voting guidelines, we rely on a company’s public
filings, its board recommendations, its track record, country-specific best
practices codes, our research providers and – most importantly – our investment
professionals’ views in making voting decisions. T. Rowe Price investment
personnel do not coordinate with investment personnel of its affiliated
investment adviser, TRPIM, with respect to proxy voting decisions.
1
This document is not applicable to T. Rowe Price Investment Management, Inc.
(“TRPIM”). TRPIM votes proxies independently from the other T. Rowe
Price-related investment advisers and has adopted its own proxy voting
policy.
TRP
2022 Proxy Policies and
Procedures.doc
Updated: February 2022
T.
Rowe Price seeks to vote all of its clients’ proxies. In certain circumstances,
T. Rowe Price may determine that refraining from voting a proxy is in a client’s
best interest, such as when the cost of voting outweighs the expected benefit to
the client. For example, the practicalities and costs involved with
international investing may make it impossible at times, and at other times
disadvantageous, to vote proxies in every instance.
ADMINISTRATION
OF POLICIES AND PROCEDURES
Environmental,
Social and Governance Committee.
T. Rowe Price’s Environmental, Social and Governance Committee (“ESG
Committee”)
is responsible for establishing positions with respect to corporate governance
and other proxy issues. Certain delegated members of the ESG Committee also
review questions and respond to inquiries from clients and mutual fund
shareholders pertaining to proxy issues. While the ESG Committee sets voting
guidelines and serves as a resource for T. Rowe Price portfolio management, it
does not have proxy voting authority for any Price Fund or advisory client.
Rather, voting authority and responsibility is held by the Chairperson of the
Price Fund’s Investment Advisory Committee or the advisory client’s portfolio
manager. The ESG Committee is also responsible for the oversight of third-party
proxy services firms that T. Rowe Price engages to facilitate the proxy voting
process.
Proxy
Voting Team. The
Proxy Voting team is responsible for administering the proxy voting process as
set forth in the Policies and Procedures.
Corporate
Governance Team. Our
Corporate Governance team is responsible for reviewing the proxy agendas for all
upcoming meetings and making company-specific recommendations to our global
industry analysts and portfolio managers with regard to the voting decisions in
their portfolios.
HOW
PROXIES ARE REVIEWED, PROCESSED AND VOTED
In
order to facilitate the proxy voting process, T. Rowe Price has retained
Institutional Shareholder Services (“ISS”) as an expert in the proxy voting and
corporate governance area. ISS specializes in providing a variety of
fiduciary-level proxy advisory and voting services. These services include
custom vote recommendations, research, vote execution, and reporting. Services
provided by ISS do not include automated processing of votes on our behalf using
the ISS Benchmark Policy recommendations. Instead, in order to reflect
T. Rowe Price’s issue-by-issue voting guidelines as approved each year by
the TRPA ESG Committee, ISS maintains and implements custom voting policies for
the Price Funds and other advisory client accounts.
Meeting
Notification
T.
Rowe Price utilizes ISS’ voting agent services to notify us of upcoming
shareholder meetings for portfolio companies held in client accounts and to
transmit votes to the various custodian banks of our clients. ISS tracks and
reconciles our clients' holdings against incoming proxy ballots. If ballots do
not arrive on time, ISS procures them from the appropriate custodian or proxy
distribution agent. Meeting and record date information is updated daily and
transmitted to T. Rowe Price through ProxyExchange, an ISS application.
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Vote
Determination
Each
day, ISS delivers into T. Rowe Price’s customized ProxyExchange environment a
comprehensive summary of upcoming meetings, proxy proposals, publications
discussing key proxy voting issues, and custom vote recommendations to assist us
with proxy research and processing. The final authority and responsibility for
proxy voting decisions remains with T. Rowe Price. Decisions with respect to
proxy matters are made primarily in light of the anticipated impact of the issue
on the desirability of investing in the company from the perspective of our
clients.
Portfolio
managers execute their responsibility to vote proxies in different ways. Some
have decided to vote their proxies generally in line with the guidelines as set
by the TRPA ESG Committee. Others review the customized vote recommendations and
approve them before the votes are cast. Portfolio managers have access to
current reports summarizing all proxy votes in their client accounts. Portfolio
managers who vote their proxies inconsistent with T. Rowe Price guidelines are
required to document the rationale for their votes. The Proxy Voting team is
responsible for maintaining this documentation and assuring that it adequately
reflects the basis for any vote which is contrary to our proxy voting
guidelines.
T.
Rowe Price Voting Policies
Specific
proxy voting guidelines have been adopted by the TRPA ESG Committee for all
regularly occurring categories of management and shareholder proposals. A
detailed set of proxy voting guidelines is available on the T. Rowe Price
website, www.troweprice.com/esgpolicy
Global
Portfolio Companies
The
ESG Committee has developed custom international proxy voting guidelines based
on ISS’ general global policies, regional codes of corporate governance, and our
own views as investors in these markets. ISS applies a two-tier approach to
determining and applying global proxy voting policies. The first tier
establishes baseline policy guidelines for the most fundamental issues, which
span the corporate governance spectrum without regard to a company’s domicile.
The second tier takes into account various idiosyncrasies of different
countries, making allowances for standard market practices, as long as they do
not violate the fundamental goals of good corporate governance. The goal is to
enhance shareholder value through effective use of the shareholder franchise,
recognizing that application of a single set of policies is not appropriate for
all markets.
Fixed
Income and Passively Managed Strategies
Proxy
voting for our fixed income and indexed portfolios is administered by the Proxy
Voting team using T. Rowe Price’s guidelines as set by the TRPA ESG Committee.
Indexed strategies generally vote in line with the T. Rowe Price guidelines.
Fixed income strategies generally follow the proxy vote determinations on
security holdings held by our equity accounts unless the matter is specific to a
particular fixed income security such as consents, restructurings, or
reorganization proposals.
Shareblocking
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Shareblocking
is the practice in certain countries of “freezing” shares for trading purposes
in order to vote proxies relating to those shares. In markets where
shareblocking applies, the custodian or sub-custodian automatically freezes
shares prior to a shareholder meeting once a proxy has been voted. T. Rowe
Price’s policy is generally to refrain from voting shares in shareblocking
countries unless the matter has compelling economic consequences that outweigh
the loss of liquidity in the blocked shares.
Securities
on Loan
The
Price Funds and our institutional clients may participate in securities lending
programs to generate income for their portfolios. Generally, the voting rights
pass with the securities on loan; however, lending agreements give the lender
the right to terminate the loan and pull back the loaned shares provided
sufficient notice is given to the custodian bank in advance of the applicable
deadline. T. Rowe Price’s policy is generally not to vote securities on loan
unless we determine there is a material voting event that could affect the value
of the loaned securities. In this event, we have the discretion to pull back the
loaned securities in order to cast a vote at an upcoming shareholder meeting. A
monthly monitoring process is in place to review securities on loan and how they
may affect proxy voting.
Monitoring
and Resolving Conflicts of Interest
The
TRPA ESG Committee is also responsible for monitoring and resolving potential
material conflicts between the interests of T. Rowe Price and those of its
clients with respect to proxy voting. We have adopted safeguards to ensure that
our proxy voting is not influenced by interests other than those of our fund
shareholders and other investment advisory clients. While membership on the TRPA
ESG Committee is diverse, it does not include individuals whose primary duties
relate to client relationship management, marketing, or sales. Since T. Rowe
Price’s voting guidelines are predetermined by the TRPA ESG Committee,
application of the guidelines by portfolio managers to vote client proxies
should in most instances adequately address any potential conflicts of interest.
However, consistent with the terms of the Policies and Procedures, which allow
portfolio managers to vote proxies opposite our general voting guidelines, the
TRPA ESG Committee regularly reviews all such proxy votes that are inconsistent
with the proxy voting guidelines to determine whether the portfolio manager’s
voting rationale appears reasonable. The TRPA ESG Committee also assesses
whether any business or other material relationships between T. Rowe Price 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.
Issues raising potential conflicts of interest are referred to designated
members of the TRPA ESG Committee for immediate resolution prior to the time T.
Rowe Price casts its vote.
With
respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics and
Conduct requires all employees to avoid placing themselves in a “compromising
position” in which their interests may conflict with those of our clients and
restrict their ability to engage in certain outside business activities.
Portfolio managers or TRPA ESG Committee members with a personal conflict of
interest regarding a particular proxy vote must recuse themselves and not
participate in the voting decisions with respect to that proxy.
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Specific
Conflict of Interest Situations
- Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T.
Rowe Price Index Funds will be done in all instances in accordance with T. Rowe
Price voting guidelines and votes inconsistent with the guidelines will not be
permitted. In the event that there is no previously established guideline for a
specific voting issue appearing on the T. Rowe Price Group proxy, the Price
Funds will abstain on that voting item. In addition, T. Rowe Price has voting
authority for proxies of the holdings of certain Price Funds that invest in
other Price Funds. In cases where the underlying fund of an investing Price
Fund, including a fund-of-funds, holds a proxy vote, T. Rowe Price will mirror
vote the fund shares held by the upper-tier fund in the same proportion as the
votes cast by the shareholders of the underlying funds (other than the T. Rowe
Price Reserve Investment Fund).
Limitations
on Voting Proxies of Banks
T.
Rowe Price has obtained relief from the U.S. Federal Reserve Board (the “FRB
Relief”) which permits, subject to a number of conditions, T. Rowe Price to
acquire in the aggregate on behalf of its clients, 10% or more of the total
voting stock of a bank, bank holding company, savings and loan holding company
or savings association (each a “Bank”), not to exceed a 15% aggregate beneficial
ownership maximum in such Bank. One such condition affects the manner in which
T. Rowe Price will vote its clients’ shares of a Bank in excess of 10% of the
Bank’s total voting stock (“Excess Shares”). The FRB Relief requires that T.
Rowe Price use its best efforts to vote the Excess Shares in the same proportion
as all other shares voted, a practice generally referred to as “mirror voting,”
or in the event that such efforts to mirror vote are unsuccessful, Excess Shares
will not be voted. With respect to a shareholder vote for a Bank of which T.
Rowe Price has aggregate beneficial ownership of greater than 10% on behalf of
its clients, T. Rowe Price will determine which of its clients’ shares are
Excess Shares on a pro rata basis across all of its clients’ portfolios for
which T. Rowe Price has the power to vote proxies2.
REPORTING,
RECORD RETENTION AND OVERSIGHT
The
TRPA ESG Committee, and certain personnel under the direction of the TRPA ESG
Committee, perform the following oversight and assurance functions, among
others, over T. Rowe Price’s proxy voting: (1) periodically samples proxy votes
to ensure that they were cast in compliance with T. Rowe Price’s proxy voting
guidelines; (2) reviews, no less frequently than annually, the adequacy of the
Policies and Procedures to make sure that they have been implemented
effectively, including whether they continue to be reasonably designed to ensure
that proxies are voted in the best interests of our clients; (3) performs due
diligence on whether a retained proxy advisory firm has the capacity and
competency to adequately analyze proxy issues, including the adequacy and
quality of the proxy advisory firm’s staffing and personnel and its policies;
and (4) oversees any retained proxy advisory firms and their procedures
regarding their capabilities to (i) produce proxy research that is based on
current and accurate information and (ii) identify and address any conflicts of
interest and any other considerations that we believe would be appropriate in
considering the nature and quality of the services provided by the proxy
advisory firm.
2
The FRB Relief and the process for boting of Excess Shares Descirbed herein
apply to the aggregate beneficial ownership of T. Rowe Price and
TRPIM.
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T.
Rowe Price will furnish Vote Summary Reports, upon request, to its institutional
clients that have delegated proxy voting authority. The report specifies the
portfolio companies, meeting dates, proxy proposals, and votes which have been
cast for the client during the period and the position taken with respect to
each issue. Reports normally cover quarterly or annual periods and are provided
to such clients upon request.
T.
Rowe Price retains proxy solicitation materials, memoranda regarding votes cast
in opposition to the position of a company’s management, and documentation on
shares voted differently. In addition, any document which is material to a proxy
voting decision such as the T. Rowe Price proxy voting guidelines, TRPA ESG
Committee meeting materials, and other internal research relating to voting
decisions are maintained in accordance with applicable requirements.
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Proxy
Voting Polices and Procedures
Vaughan
Nelson Investment Management, LP
Proxy
Polices and Procedures
April
1, 2022
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Nelson Logo)
Proxy
Voting Polices and Procedures
Introduction
Rule
206(4)-6 under the Investment Advisers Act of 1940 addresses an investment
adviser’s duty with regard to the voting of proxies for clients. Under the rule
an adviser must:
a.Adopt
and implement written policies and procedures that are reasonably designed to
ensure that client securities are voted in the client’s best interest and to
address procedures to be undertaken in the event a material conflict arises
between the firm’s interest and that of our clients as to how a particular
security or proxy issue is voted;
b.Disclose
to clients how they may obtain information regarding how the firm voted with
respect to the client’s securities; and
c.Describe
the firm’s policies and procedures to clients and, upon request, furnish a copy
of the policies and procedures to the requesting client.
Vaughan
Nelson Investment Management, LP (“Vaughan Nelson”) has created a Proxy Voting
Policy, Procedures and Guideline which are reasonably designed to ensure proxies
are voted in the best interest of our clients, are in compliance with Rule
206(4)-6 and address the areas noted by the U.S. Securities and Exchange
Commission (“SEC”) in Staff Legal Bulletin 20 as well as guidance issued from
time to time by the SEC. Our authority to vote proxies for our clients is
established through either the advisory contract (if the contract is silent,
implied by the overall delegation of discretionary authority), or our fiduciary
responsibility to ERISA clients under Department of Labor
regulations.
A.
Proxy Voting Policy
Vaughan
Nelson Investment Management, LP (“Vaughan Nelson”) will vote proxies of the
securities held in its clients’ portfolios on behalf of each client that has
delegated proxy voting authority to Vaughan Nelson as investment adviser.
Vaughan Nelson has adopted and implemented Proxy Voting Policies and Procedures
(“Policy and Procedures”) to ensure that, where it has voting authority, proxy
matters are handled in the best interests of clients, in accordance with Vaughan
Nelson’s fiduciary duty, and all applicable law and regulations. The Policy and
Procedures, as implemented by the Vaughan Nelson Proxy Voting Committee (PVC),
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.
Vaughan
Nelson has also created a Proxy Voting Guideline (the “Guideline”) reasonably
believed to be in the best interest of clients relating to common and recurring
issues found within proxy voting material. In drafting this guideline, the firm
considered the nature of the firm’s business and the types of securities being
managed. The firm created the Guideline to help ensure voting consistency on
issues common amongst issuers and to help serve as evidence that a vote was not
the product of a conflict of interest but rather a vote in accordance with a
pre-determined policy.
Vaughan
Nelson uses the services of third parties to provide research, analysis, voting
recommendations, and to administer the process of voting proxies for those
clients for which Vaughan Nelson has voting authority (collectively the “Proxy
Voting Services”). Vaughan Nelson will generally follow its express policy with
input from the Proxy Voting Service that provides research, analysis and voting
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Proxy
Voting Polices and Procedures
recommendations
to Vaughan Nelson unless the Proxy Voting Committee determines that the client’s
best interests are served by voting otherwise.
B.
General Guidelines
The
following general guidelines will apply when voting proxies on behalf of
accounts for which Vaughan Nelson has voting authority.
1.
Client’s Best Interests. The
Policy and 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, Vaughan Nelson has
determined that this means the best investment interest of its clients as
shareholders of the issuer. In evaluating our clients’ best interests, Vaughan
Nelson has integrated the consideration of ESG Matters into its investment
process. The Procedures are intended to reflect the incorporation and impact of
these factors in cases where they are material to the growth and sustainability
of an issuer. Vaughan Nelson has established its Policy and 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. Vaughan Nelson will vote against
proposals that it believes could negatively impact the current or future market
value of the issuer’s securities during the expected holding period.
2.
Client Proxy Voting Authority. Rather
than delegating proxy voting authority to Vaughan Nelson, a client may retain
the authority to vote proxies for securities in its account (or delegate voting
authority to another party). Vaughan Nelson will honor this instruction as
included within the investment management agreement or separately authorized
document.
3.
Stated Proxy Guideline. In
the interest of consistency in voting proxies on
behalf
of its clients, Vaughan Nelson has adopted a Proxy Guideline that identifies
issues where Vaughan Nelson will (a) generally vote in favor of a proposal; (b)
generally vote against a proposal; or (c) specifically consider its vote for or
against a proposal. However, each vote may be cast differently than the stated
guideline, taking into consideration all relevant facts and circumstances at the
time of the vote. In cases where the recommendation of the issuer’s management
and the Proxy Voting Service 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.
4.
Abstentions, Limitations and Other Exceptions. Vaughan
Nelson’s general policy is to vote rather than abstain from voting on issues
presented. However, in the following circumstances Vaughan Nelson may not vote a
client’s proxy:
a.Mutual
Funds – where voting may be controlled by restrictions within the fund or the
actions of authorized persons
b.International
Securities – where the perceived benefit of voting an international proxy does
not outweigh the anticipated costs of doing so
c.New
Accounts – instances where security holdings assumed will be sold in the near
term thereby limiting any benefit to be obtained by a vote of proxy
material
d.Unsupervised
Securities – where the firm does not have a basis on which to offer
advice
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Voting Polices and Procedures
e.Unjustifiable
Costs – for example, the firm may abstain from voting a client proxy in a
specific instance if, in our good faith determination, the costs involved in
voting such proxy cannot be justified (e.g. total client holdings less than
10,000 shares and not held by a mutual fund; costs associated with obtaining
translations of relevant proxy materials for non-U.S. securities) in light of
the benefits to the client of voting. In accordance with the firm’s fiduciary
duties, the firm shall, in appropriate cases, weigh the costs and benefits of
voting proxy proposals and shall make an informed decision with respect to
whether voting a given proxy proposal is prudent. The decision will take into
account the effect the vote is expected to have on the value of a client’s
investment and whether this expected effect would outweigh the cost of
voting.
f.Administrative
requirements for voting proxies in certain foreign jurisdictions 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.
g.Securities
Not Held on Meeting Date – securities held on ‘record date’ but divested prior
to the ‘meeting date’
h.The
client, as of the record date, has loaned the securities to which the proxy
relates and Vaughan Nelson 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 securities.
i.ERISA
accounts – with respect to ERISA clients for whom we have accepted the
responsibility for proxy voting, we vote proxies in accordance with our duty of
loyalty and prudence, compliance with the plan documents, and the firm’s duty to
avoid prohibited transactions.
5.
Oversight. All
issues presented for shareholder vote are subject to the oversight of the Proxy
Voting Committee, either directly or by application of this Policy and
Guideline. All non-routine issues will generally be considered directly by the
Proxy Voting Committee and/or, 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 the Guideline unless special factors require that they be
considered by the
PVC
and/or the investment professionals responsible for an account holding the
security.
Proxy
Voting Policies and Procedures
6.
Availability of Procedures. Vaughan
Nelson includes a description of its Proxy Voting Procedures in Part 2A of its
Form ADV. Upon request, Vaughan Nelson also provides clients with a copy of its
Proxy Voting Procedures.
7.
Disclosure of Vote. Vaughan
Nelson will, upon request by a client, provide information about how each proxy
was voted with respect to the securities in that client’s account. Vaughan
Nelson’s policy is not to disclose a client’s proxy voting records to third
parties except as required by applicable law and regulations.
C.
Proxy Voting Committee (PVC)
1.
Proxy Voting Committee Composition. The
Proxy Voting Committee will be composed of a Compliance team member, an
Investment team member and other employees of Vaughan Nelson as needed. In the
event that any member is unable to participate in a meeting of the Proxy Voting
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Proxy
Voting Polices and Procedures
Committee,
the member may designate another individual to act on the member’s behalf. 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 Voting Committee in connection with voting proxies of that issuer. Voting
determinations made by the Proxy Voting Committee will be memorialized
electronically.
2.
Duties. The
Proxy Voting Committee’s specific responsibilities include the
following:
a.Annually
reviewing the Proxy Voting Policies and Procedures to ensure they continue to be
reasonably designed to ensure proxy votes are cast in the clients’ best
interest.
b.Annually
reviewing, updating and modifying the Guidelines
c.
overseeing the vote on proposals according to the predetermined Guideline,
d.directing
the vote on proposals where there is reason not to vote according to the
predetermined Guideline or where proposals require special consideration,
e.consulting
with the portfolio managers and analysts for the accounts holding the security
when necessary or appropriate.
D.
Proxy Voting Service (PVS)
Vaughan
Nelson intends to use a PVS in a limited capacity to assist the firm with its
proxy voting responsibilities and to obtain supplemental research information
which will assist the firm in voting some proxy items (i.e. ESG related items,
items not addressed in the firm’s proxy voting guideline). The PVS will be used
primarily to collect proxy ballots for our clients, provide the firm a platform
in which to indicate our vote, provide company research as a point of
information to assist our firm with voting and assist our firm in generating
proxy voting reports.
The
PVS will provide updates to Vaughan Nelson in the following
instances:
a.A
PVS is required to provide their research/voting advice to the registrants who
are the subject of the advice. If a registrant issues a response to the proxy
advice, The PVS will provide a Proxy Alert (“Alert”) in order for Vaughan Nelson
to become aware of a registrant’s views and take such views into account as
Vaughan Nelson votes proxies.
b.New
material, research becomes available or if the PVS finds that a report contains
a material error, the PVS will issue a Proxy Alert (“Alert”) to inform Vaughan
Nelson of any corrections and, if necessary, any resulting changes in the vote
recommendations. This process ensures the PVS clients who received an original
research report will also receive the related Alert (attached to the relevant
original report). Vaughan Nelson will be able to cancel or change our vote(s) at
any time before the cut-off date if we determine that a change in vote is
warranted by the new information.
Given
the different business lines of a PVS, there will be instances where the
research received from the PVS might be influenced by a conflict of interest
resulting from the PVS’s affiliations or other relationships/engagements the PVS
has with an issuer. Vaughan Nelson will become informed of these conflicts by:
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Voting Polices and Procedures
1.Periodically
obtaining an updated list of the PVS’s affiliates and a list of its significant
relationships with publicly traded issuers that are clients.
Vaughan
Nelson will use these lists along with any available on-line tools made
available by the PVS to
determine if an upcoming proxy vote may present a conflict of interest for the
PVS and take that information into consideration if we
intend to use the PVS’s research to vote a proxy item that is not
addressed in our firm’s recurring Proxy Voting
Guideline.
2.Obtaining
a copy of the PVS’s Code of Ethics and Policies and Procedures (or similar
document) to ensure they address the topic of conflicts of interest with their
employees and have processes in place to mitigate any issues.
3.Reviewing
for indications of conflict for each proxy to be voted.
Vaughan
Nelson will perform a third party service provider review of the PVS on an
annual basis to determine whether the PVS: a) has been the subject of any
inquiries, subpoenas, investigations or penalties by the SEC or any other
regulator; b) has the capacity and competency (i.e. staffing, technology) to
adequately analyze matters and provide its services; c) has appropriate
disclosure regarding the source of information and methodologies used in
formulating recommendations; d) has an effective process for seeking timely
input from issuers and clients regarding its voting policies, methodologies,
peer group construction, identifying and addressing conflicts of interest; e)
has a process to correct material deficiencies in the issuer information or
research it has provided.
E.
Conflicts of Interest
Vaughan
Nelson 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. When determining the vote on any proposal, the Proxy
Committee will not consider any benefit to Vaughan Nelson, 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.
Vaughan
Nelson envisions only rare situations where a conflict of interest would exist
or potentially exist between our firm and our clients given the nature of our
business, clients,
relationship
and the types of securities being managed. Notwithstanding, an actual or
potential conflict may be resolved in either of the following
manners:
a.If
the proposal that gives rise to an actual or potential conflict is specifically
addressed in the Guideline, the firm may vote the proxy in accordance with the
pre-determined Guideline (provided that the pre-determined Guideline involves
little or no discretion on the firm’s part);
b.Otherwise,
the firm will follow the recommendations of the PVS as to how the proxy should
be voted. However, if the conflict of interest is a result of the PVS’
affiliations or other lines of business, then the firm will take that
information into consideration if the firm intends to use the PVS’s research to
vote a proxy item that is not addressed in our firm’s recurring Proxy Voting
Guideline.
Vaughan
Nelson, as an indirect subsidiary of a Bank Holding Company (Natixis), is
restricted from voting the shares it has invested in banking entities on behalf
of its clients in instances where the aggregate ownership of all the Bank
Holding Company’s investment management subsidiaries exceed 5%
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Proxy
Voting Polices and Procedures
of
the outstanding voting shares of a bank. Where the aggregate ownership described
exceeds the 5% threshold, the firm will instruct the PVS, an independent third
party, to vote the proxies in line with their recommendation.
F.
Recordkeeping
Vaughan
Nelson 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 Vaughan Nelson 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 Vaughan Nelson’s
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 Vaughan Nelson.
G.
Proxy Voting Procedures
The
procedures to be performed by a Compliance Individual (CI), a Portfolio
Administrator (PA) and, as needed, the Proxy Voting Committee (or representative
thereof) in the execution of our proxy voting duty to clients will be as
follows:
Client
account Setup/Reconciliation
1.New
clients will receive a copy of the “Description of Proxy Voting Policies and
Procedures” as part of information provided in connection with the firm’s New
Client Checklist. This document details the proposed scope of Vaughan Nelson’s
proxy voting responsibilities and summarizes the processes used to vote proxies
on behalf of a client if the client delegates the proxy voting responsibility to
Vaughan Nelson.
2.At
the time a contract is entered into a determination will be made as to whether
the client will retain proxy voting responsibilities. A
separate acknowledgement will be obtained where the client elects to retain
proxy voting responsibilities, if so desired.
3.The
PA will arrange for client proxy material to be forwarded to the PVS for
voting.
4.Vaughan
Nelson uploads an automated FTP position file each day (on a settlement date
basis) detailing all the securities held on behalf of our clients. The PVS will
reconcile the daily file uploaded against their records and inform us if there
are any account discrepancies. VN will research the reason for any account
discrepancies in a timely manner.
5.The
PVS will match the proxy material they receive for the accounts listed in the
daily FTP position file and follow up with any custodian that has not forwarded
proxies within a reasonable time.
Securities
Lending
In
many cases Vaughan Nelson’s clients participate in securities lending programs
whereby the legal right to vote a proxy is transferred to the borrower as a
result of the lending process. From time to time, circumstances may arise where
Vaughan Nelson desires to vote shares in an upcoming proxy (i.e. acquisition,
contested election, etc.) if it is determined that it is in the client’s best
interest. In these cases, Vaughan Nelson, if the record date has not passed,
will request the client to ‘recall’ the security in
(Vaughan
Nelson Logo)
Proxy
Voting Polices and Procedures
question
from loan until the proxy record date in order for the client (and thereby
Vaughan Nelson) to be the holder of record in order to cast the proxy
vote.
Voting
Process
1.The
CI will log into the PVS system daily to review the proxy meetings that need to
be voted. The CI has developed a desk top procedure help track the upcoming
proxy meetings to ensure that all proxies are voted in a timely manner and none
are missed.
2.While
the PVS system provides a monthly view of upcoming proxy meetings, sometimes the
research materials are not immediately available. Through web access and the PVS
system, the CI is able to determine for each security its record date, meeting
date and whether the PVS has completed proxy research on the
security.
3.Once
the PVS research reports are available for a proxy meeting, the meeting is ready
to be voted. At such time, the CI will review our internal positions/holdings
report detailing the shares held of the security for our clients and compare it
for reasonableness to the positions/holdings report provided by the PVS.
Sometimes, share discrepancies exist because a client might have shares on loan
or because clients have opted to retain the responsibility to vote their own
proxies. Although Vaughan Nelson relies mainly on account reconciliations
(instead of share reconciliations) to ensure proxies are being voted, the CI
will research certain share discrepancies as detailed in the CI’s desk top
procedures.
4.Download
the PVS proxy research for each security and save it to a shared drive to be
used by the CI if needed.
5.The
CI will review any conflict of interest that is flagged by the PVS system and/or
any conflict of interest our firm may have in voting the proxy to determine if a
material conflict exists. Any material conflict of interest will be noted on the
proxy voting form and taken into consideration for the proxy vote.
6.The
CI will review the proxy issues against the firm’s Guideline and cast each vote
on the voting form, if able, and sign off on having voted those
issues.
a.If
all issues are able to be voted using the firm’s Proxy Voting Guideline, the CI
will make the vote online in the PVS system and save a vote confirmation to
evidence how the vote was cast.
b.If
issues exist for which a case-by-case review must be made the package is
forwarded to the PVC. The PVC will review the information within the package and
any other necessary information in order to formulate the vote to be cast. If
necessary, the proxy item(s) will be forwarded to the appropriate Portfolio
Manager for input. The rationale for any departures from the firm’s Guideline
will be documented within the package. All votes will be indicated on the voting
form and a member of the PVC or the Portfolio Manager will sign off as to having
voted those issues. The package will then be returned to the CI for
voting.
c.As
described under “Conflicts of Interests”, where a material conflict exists the
firm may vote the issue 1) in accordance with the Guideline if the application
of such policy to the
(Vaughan
Nelson Logo)
Proxy
Voting Polices and Procedures
issue
at hand involves little or no discretion on the part of the firm, or 2) as
indicated by the independent third-party research firm (if the PVS has no
conflict), or 3) If both VN and the PVS have a conflict of interest, then this
will be documented and taken into consideration when determining how the vote
will be cast in the client’s best interest. By voting conflicts in accordance
with the indication of an independent third-party, the firm will be able to
demonstrate that the vote was not a product of a conflict of interest. An
indication that this was the approach taken to vote the issue will noted on the
proxy vote documentation that is maintained by the CI.
7.Through
the software interface with the PVS, the CI will indicate, review and submit our
vote on individual securities. The CI is able to re-submit our vote up until the
day before the meeting which can accommodate cases where new information may
come to light.
8.The
PVS will then process the vote with the issuer on behalf of the
firm.
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Compliance
Policy Executive Summary |
Policy
Name: |
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H-12
Proxy Voting Policy |
Applicability: |
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Victory
Capital Managemenet Inc. ("Victory Capital") |
Category: |
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Investments-
General |
Compliance
owner: |
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Chief
Compliance Officer, Victory Capital |
Business
Owner: |
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Director
Responsible Investment, Victory Capital |
Effective
Date: |
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June
1, 2022 |
Executive
Summary: |
|
Policy
and procedures governing the voting of client
securities |
BACKGROUND
AND RISKS
Voting
rights associated with security ownership are closely related to the
discretionary asset management services Victory Capital provides to its clients.
Therefore, Victory Capital should be capable of accepting and exercising voting
authority on behalf of clients with the same standard of care, skill, prudence,
and diligence it is subject to when exercising its investment authority on
behalf of clients. Further, in order to exercise voting authority on behalf of
clients, Victory Capital must comply with Rule 206(4)-6 (the “proxy rule”) which
requires Victory Capital to adopt and implement written policies and procedures
designed to ensure it votes securities in the best interest of clients including
managing material conflicts of interest between Victory Capital and its clients.
The proxy rule also requires Victory Capital to disclose to clients a summary of
its proxy voting policies and procedures, how they may obtain a copy of these
procedures, and information about how Victory Capital voted their
securities.
Inability
to accept and exercise voting authority on behalf of clients or failure to
comply with the proxy rule could result in violations of securities law, breach
of fiduciary duty, client harm, or damage to Victory Capital’s
reputation.
POLICY
Victory
Capital will establish policies and procedures and retain resources necessary to
ensure it is capable of exercising voting authority on behalf of clients
according to the same standard of care with which it exercises investment
authority. Because Victory Capital will exercise voting authority, it will
comply with the proxy rule and must vote securities in the best interest of
clients.
For
purposes of this policy, voting in the best interest of clients means using
complete and accurate information to vote with the objective of increasing the
long-term economic value of client assets. Similar to investment decision
making, voting decisions are qualitative in nature and Victory Capital will
consider
a variety of factors to arrive at vote decisions. Further a voting decision in
the same security may be different between clients for the same reasons Victory
Capital clients are invested in different securities. For example, client
agreements, investment strategies, or specific investment franchise views on
ballot proposals may cause the same security to be voted in a different manner
across Victory Capital’s client base.
Victory
Capital will vote all securities over which it has authority, provided the
client has voting rights and there is sufficient time and information available
to make informed decisions. Victory Capital will take reasonable steps to obtain
appropriate and timely information. In situations where voting may impact the
ability to trade a security (e.g., shareblocking), Victory Capital will not vote
unless it determines that voting is in a client’s best interest.
For
a copy of the guidelines (as defined below) please visit Victory Capital’s
website at https://investor.vcm.com/policies. To obtain information on specific
proxies voted by Victory Capital, clients may contact their Victory Capital
client manager or email an inquiry to [email protected].
Victory
Capital will create, maintain, and retain appropriate records related to voting
client securities.
LIST
OF REQUIRED CONTROLS
•Proxy
Voting Committee (the “committee”)
•Client
Investment Management Agreements (“IMAs”)
•Third-party
proxy firm (“proxy firm”)
•M-19
Vendor Due Diligence and Oversight (“vendor oversight policy”)
•Proxy
voting guidelines
•Annual
committee guideline review
•Form
ADV, Part 2A
•M-13
Record Retention and Destruction, Appendix A (“recordkeeping
requirements”)
CONTROL
IMPLEMENTATION PROCEDURES
•The
committee will consist of members with experience related to the functional
areas applicable to voting client securities including responsible investing,
investment management, operations, and compliance. The committee is responsible
for exercising Victory Capital’s fiduciary responsibilities related to voting
client securities including voting in the best interests of clients and
identifying and managing conflicts of interest. The committee will be active,
keep a charter, and maintain records that demonstrate adequate execution of its
responsibilities.
•When
a client enters into an advisory relationship with Victory Capital, proxy voting
roles and responsibilities between the client and Victory Capital will be fully
disclosed. Responsibilities delegated to Victory Capital will be communicated to
the committee and the committee will be responsible for implementing voting
requirements in accordance with each IMA.
•In
order to support its fiduciary duty related to voting client securities, Victory
Capital will retain, and the committee will oversee a third-party proxy advisory
firm (“proxy firm”) to provide both administrative and advisory services related
to voting client securities. Selection and ongoing oversight of the proxy firm
will be conducted in accordance with the vendor oversight policy. The Sponsor,
as defined in the vendor oversight policy, must be a member of the committee.
Currently, Victory Capital retains Institutional Shareholder Services Inc. as
its proxy firm.
•The
committee will adopt written proxy voting guidelines authored by the proxy firm
(“guidelines”). These guidelines can be used as standing instructions on how the
proxy firm must vote ballots provided that the committee must:
◦Have
the ability to customize the guidelines.
◦Retain
the ability to override the guidelines on individual ballot proposals at the
client level.
◦Review
the guidelines at least annually, implement customizations based on this review,
and submit a written memo to the compliance committee documenting the results of
the annual review that includes the name of the proxy firm, links to the
specific guidelines adopted, and a description of customizations
made.
◦Make
the memo available to clients upon request.
•
•The
purpose of the guidelines is 1) to benefit from the specialized expertise
related to voting securities provided by the proxy firm and to provide an
independent source to resolve conflicts of interest identified between Victory
Capital and its clients. For the first purpose, the committee will take into
account the guidelines but will have ultimate responsibility for voting
decisions. The committee will, in its discretion, rely on additional sources
such as portfolio manager input to ensure the voting decisions it makes are in
the best interest of specific clients. If the guidelines are silent on any
pending ballot proposal, the committee will exercise its voting responsibility
with due care and document the rationale for the vote decision. For the second
purpose, if the committee identifies a conflict of interest between Victory
Capital and clients, the committee must vote in accordance with the guidelines
unless the rationale for deviating from guidelines has unanimous consent from
the committee and is put in writing, including an analysis of how the conflict
of interest is eliminated, mitigated, or disclosed.
•The
proxy firm will provide technology-based platform that provides operational
controls over voting securities that include, at minimum, ballot reconciliation,
casting complete ballots in a timely manner and in accordance with adopted
written guidelines, ability to adjust or override a vote based on committee
input, and reporting. The committee is responsible for ensuring these controls
are operating as intended though must, at minimum, develop reporting designed to
ensure all eligible client accounts are properly set up and configured on the
proxy firm’s platform and that the proxy firm is voting securities in accordance
with the guidelines and this policy. Such reports should be reviewed by the
committee at regular intervals and any exceptions should be referred to the LCR
department
•The
disclosures required under the proxy rule will be contained in Victory Capital’s
Form ADV, Part 2A and will be delivered to clients at the time and frequency
required by regulation.
•The
committee will be familiar with the recordkeeping requirements related to voting
client securities and will maintain records and ensure the proxy firm maintains
records for the required periods.
(Westwood
Logo)
INVESTMENT
ADVISER
PROXY
VOTING
POLICIES
& PROCEDURES
WESTWOOD
HOLDINGS GROUP, INC.
Updated
March 31, 2022
27. PROXY
VOTING
27.1.
Policy.
Westwood,
as a matter of policy and as a fiduciary to our clients, has a responsibility
for voting proxies for portfolio securities in a manner that is 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 and practice includes the responsibility to monitor
corporate actions, receive and vote client proxies and disclose any potential
conflicts of interest. In addition, our policy and practice is to make
information available to clients about the voting of proxies for their portfolio
securities and to maintain relevant and required records.
27.2.
Firm Specific Policy.
Westwood
has engaged Broadridge for assistance with the proxy voting process for our
clients. Broadridge is a leading provider of full-service proxy voting services
to the global financial industry. Westwood has also engaged Glass Lewis for
assistance with proxy research and analysis. Glass Lewis provides complete
analysis and voting recommendations on all proposals and is designed to assist
investors in mitigating risk and improving long-term value. In most cases,
Westwood agrees with Glass Lewis’s recommendations; however, ballots are
reviewed bi-monthly by our analysts and we may choose to vote differently than
Glass Lewis if we believe it to be in the client’s best interest. In addition,
Westwood will implement “echo voting” (voting pro rata with all other
shareholders) for investment company clients relying on Investment Company Act
§12(d)(1)(F) and Rule 12d1-3 in order to allow certain purchases of other
investment companies in excess of limits that would otherwise
apply.
27.3.
Responsibility.
Westwood’s
Operations Team has the responsibility for the implementation and monitoring of
our proxy voting policy, practices, disclosures and record keeping, including
outlining our voting guidelines in our procedures.
27.4.
Background.
Proxy
voting is an important right of shareholders, and reasonable care and diligence
must be taken to ensure that such rights are properly and timely
exercised.
Investment
advisers who are registered with the SEC, and who exercise voting authority with
respect to client securities, are required by Rule 206(4)-6 of the Advisers Act
to (a) adopt and implement written policies and procedures that are reasonably
designed to ensure that client securities are voted in the best interests of
clients, which must include how an adviser addresses material conflicts that may
arise between an adviser's interests and those of its clients, (b) disclose to
clients how they may obtain information from the adviser with respect to the
voting of proxies for their securities, (c) describe a summary of its proxy
voting policies and procedures and, upon request, to furnish a copy to its
clients, and (d) to maintain certain records relating to the adviser's proxy
voting activities when the adviser does have proxy voting
authority.
27.5.
Procedure.
Westwood
has adopted the following procedures to implement the Firm’s proxy voting
policy, in addition to adopting the Glass Lewis Proxy Voting Guidelines (general
guidelines and guidelines specific to Taft Hartley). Westwood conducts reviews
to monitor and ensure the Firm’s policy is observed, implemented properly and
amended or updated, as appropriate:
27.5.1.
Proxy Voting Records.
With
respect to proxy record keeping, the OperationsTeam maintains complete files for
all clients. These files include a listing of all proxy materials sent on behalf
of our clients along with individual copies of each response. Client access to
these files can be arranged upon request. A voting summary will be furnished
upon request.
27.5.2.
Voting Procedures.
a.All
employees forward proxy materials received on behalf of clients to Broadridge.
Westwood has engaged Broadridge for assistance with the proxy voting process for
our clients and Glass Lewis provides voting recommendations;
b.Broadridge
has access to holders’ records and determines which client accounts hold the
security to which the proxy relates;
c.Absent
material conflicts, Broadridge, with the vote recommendations from Glass Lewis,
determines how Westwood should vote the proxy in accordance with applicable
voting guidelines;
d.Westwood’s
analysts review the Glass Lewis proxy voting recommendations on a bi-monthly
basis. The analysts may choose to vote differently than Glass Lewis if they
believe it is in the best interest of the client or where a different vote is
warranted in light of the respective investment strategy;
e.If
Westwood chooses to vote differently than Glass Lewis, then Westwood overwrites
the Glass Lewis recommendation on the ProxyEdge platform. If Westwood agrees
with the Glass Lewis recommendations, no action is necessary; and,
f.Broadridge
completes the proxy in a timely and appropriate manner.
g.For
certain investment companies managed by Westwood and approved by the CCO (each a
“Westwood 12d1F Fund”), Westwood will implement echo voting for shares of other
investment companies (each an “Acquired Fund”) held by a Westwood 12d1F Fund.
The Data Management Team will override any Glass Lewis proxy voting
recommendations with respect to shares of an Acquired Fund held by a Westwood
12d1F Fund, and will instead, vote all such Acquired Fund shares pro rata with
all other shareholders of each respective Acquired Fund. The Data Management
Team will record any votes made with echo voting as overrides to the Glass Lewis
recommendations.
27.5.3.
Disclosure.
a.Westwood
provides required disclosures in Form ADV Part 2A, which summarizes these proxy
voting policies and procedures and includes information whereby clients may
request information regarding how Westwood voted the client’s
proxies;
b.Westwood’s
disclosure summary includes a description of how clients may obtain a copy of
the Firm's proxy voting policies and procedures. Westwood’s proxy voting
practice is disclosed in the Firm's advisory agreements.
27.5.4.
Client Requests for Information.
a.All
client requests for information regarding proxy votes, or regarding policies and
procedures that are received by any supervised person should be forwarded to the
Operations Team; and
b.In
response to any request, the Data Management Team prepares a written response
with the information requested, and as applicable, includes the name of the
issuer, the proposal voted upon, and how Westwood voted the client’s proxy with
respect to each proposal about which the client inquired.
27.5.5.
Voting Guidelines.
a.Westwood
has engaged Broadridge and Glass Lewis for assistance with the proxy voting
process for our clients. The Glass Lewis Proxy Voting Guidelines (general) and
(Taft Hartley) are attached; and
b.Westwood
analysts review the Glass Lewis proxy voting recommendations using the following
guidelines:
i.In
the absence of specific voting guidelines from the client, Westwood votes
proxies in the best interests of each client;
ii.Westwood’s
policy is to vote all proxies from a specific issuer the same way for each
client absent qualifying restrictions or other mandates from a
client;
iii.Clients
are permitted to place reasonable restrictions and mandates on Westwood’s voting
authority in the same manner that they may place such restrictions on the actual
selection of account securities;
iv.Westwood
generally votes in favor of routine corporate housekeeping proposals such as the
election of directors and selection of auditors absent conflicts of interest
raised by an auditor’s non-audit services;
v.Westwood
generally votes against proposals that cause board members to become entrenched
or cause unequal voting rights; and
vi.In
reviewing proposals, Westwood further considers the opinion of management, the
effect on management, and the effect on shareholder value and the issuer's
business practices.
27.5.6.
Conflicts of Interest.
a.Westwood
attempts to identify any conflicts that exist between the interests of the Firm
and the client by (i) reviewing the relationship of Westwood with the issuer of
each security, and (ii) determining if Westwood or any of its supervised persons
has any financial, business or personal relationship with the
issuer;
b.If
a material conflict of interest exists, Westwood will determine whether it is
appropriate to disclose the conflict to the affected clients, to give the
clients an opportunity to vote the proxies themselves, or to address the voting
issue through other objective means, such as voting in a manner consistent with
a predetermined voting policy or receiving an independent third-party voting
recommendation; and
c.Westwood
will maintain a record of the voting resolution of any conflict of
interest.
27.5.7.
Recordkeeping.
The
Operations Team retains the following proxy records in accordance with the SEC’s
five-year retention requirement:
a.These
policies and procedures and any amendments;
b.Each
proxy statement that Westwood receives;
c.A
record of each vote that Westwood casts;
d.Any
document Westwood created that was material to making a decision how to vote
proxies, or that memorializes that decision, including periodic reports to the
Data Management Team or proxy committee, if applicable;
e.A
copy of each written request from a client for information on how Westwood voted
such client’s proxies and a copy of any written response;
f.Copies
of materials used to conduct due diligence on proxy voting service providers;
and
g.Records
documenting audits and other periodic reviews of proxy voting
recommendations.
27.5.8.
Proxy Voting Vendor Oversight
Westwood
conducts initial and ongoing oversight of proxy voting vendors with
participation by the Client Service, Compliance, Operations and Investment
teams.
In
addition to conducting initial due diligence, Westwood monitors and reviews all
third partyy proxy services to evaluate any conflicts of interest, consistency
of voting with guidelines, fees and disclosures, and technical and operational
capabilities, among other things.
At
least annually, Westwood audits on a sampling basis the recommendations received
from Glass Lewis to assess the consistency of its recommendations with Glass
Lewis’ published guidelines.