PRINCIPAL
FUNDS, INC. (“PFI” or the "Fund") |
Statement
of Additional Information |
dated
__________________, 2019 |
Ticker
Symbols by Share Class | |||||||||||
Fund |
A |
C |
J |
Inst. |
R-1 |
R-2 |
R-3 |
R-4 |
R-5 |
R-6 |
S |
Blue Chip |
PBLAX |
PBLCX |
PBCJX |
PBCKX |
PGBEX |
PGBFX |
PGBGX |
PGBHX |
|||
Bond Market
Index |
PBIJX |
PNIIX |
PBIMX |
PBINX |
PBOIX |
PBIPX |
PBIQX |
||||
Capital Securities
|
PCSFX | ||||||||||
Diversified Real
Asset |
PRDAX |
PRDCX |
PDRDX |
PGDRX |
PGDSX |
PGDTX |
PDARX |
||||
Edge MidCap |
PEMCX |
PEDGX |
PEDMX |
||||||||
Global
Multi-Strategy |
PMSAX |
PMSCX |
PSMIX |
PGLSX |
|||||||
Global
Opportunities |
PGLAX |
PGOIX |
|||||||||
International Equity
Index |
PIDIX |
PILIX |
PINEX |
PIIOX |
PIIPX |
PIIQX |
PFIEX |
||||
International Small
Company |
PICAX |
PISMX |
PFISX |
||||||||
Opportunistic
Municipal |
PMOAX |
POMFX |
|||||||||
Origin Emerging
Markets |
POEYX |
POEIX |
POEFX |
||||||||
Small-MidCap Dividend
Income |
PMDAX |
PMDDX |
PMDIX |
PMDHX |
|||||||
Small-MidCap
Growth |
PSMHX |
||||||||||
Spectrum Preferred and Capital
Securities Income |
PPSAX |
PRFCX |
PPSJX |
PPSIX |
PUSAX |
PPRSX |
PNARX |
PQARX |
PPARX |
PPREX |
|
SystematEx International
|
PSOMX |
PSTMX |
TABLE OF
CONTENTS | |
APPENDIX A – DESCRIPTION OF
BOND RATINGS |
|
APPENDIX B – PRICE MAKE UP
SHEET |
|
APPENDIX C – PROXY VOTING
POLICIES |
Share
Class | |||||||||||
Fund |
A |
C |
J |
Inst. |
R-1 |
R-2 |
R-3 |
R-4 |
R-5 |
R-6 |
S |
Blue Chip |
X |
X |
X |
X |
X |
X |
X |
X |
|||
Bond Market
Index |
X |
X |
X |
X |
X |
X |
X |
||||
Capital
Securities |
X | ||||||||||
Diversified Real
Asset |
X |
X |
X |
X |
X |
X |
X |
||||
Edge MidCap |
X |
X |
X |
||||||||
Global
Multi-Strategy |
X |
X |
X |
X |
|||||||
Global
Opportunities |
X |
X |
|||||||||
International Equity
Index |
X |
X |
X |
X |
X |
X |
X |
||||
International Small
Company |
X |
X |
X |
||||||||
Opportunistic
Municipal |
X |
X |
|||||||||
Origin Emerging
Markets |
X |
X |
X |
||||||||
Small-MidCap Dividend
Income |
X |
X |
X |
X |
|||||||
Small-MidCap
Growth |
X |
||||||||||
Spectrum Preferred and Capital
Securities Income |
X |
X |
X |
X |
X |
X |
X |
X |
X |
X |
|
SystematEx International
|
X |
X |
• |
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.) |
• |
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) |
• |
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). |
• |
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. |
• |
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. |
Share
Class |
Maximum
Annualized
12b-1
Fee |
A (1)
|
0.25% |
C (1)
|
1.00% |
J (1)
|
0.15% |
R-1 |
0.35% |
R-2 |
0.30% |
R-3 |
0.25% |
R-4 |
0.10% |
Fund |
Distribution/12b-1
Payments
(amounts in
thousands) |
Blue Chip |
$954 |
Bond Market
Index |
139 |
Capital
Securities |
— |
Diversified Real
Asset |
498 |
Edge MidCap |
— |
Global
Multi-Strategy |
636 |
Global
Opportunities |
34 |
International Equity
Index |
67 |
International Small
Company |
11 |
Opportunistic
Municipal |
202 |
Origin Emerging
Markets |
11 |
Small-MidCap Dividend
Income |
2,313 |
Spectrum Preferred and Capital
Securities Income |
8,821 |
SystematEx
International |
— |
• |
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 Fund
pays PSS a fee for the services provided pursuant to the Transfer Agency
Agreement in an amount that includes
profit. |
• |
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 Fund for sale in states and jurisdictions
as directed by the 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 Opportunistic 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 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 Capital Securities,
Diversified Real Asset, and Spectrum Preferred and Capital Securities
Income Funds will concentrate their investments in a particular industry
or group of industries as described in the prospectus.
|
(b) |
The Bond Market Index and
International Equity Index Funds will not concentrate their investments in
a particular industry except to the extent that their related Index is
also so concentrated. |
(c) |
The Opportunistic Municipal
Fund may not concentrate, as that term is used in the 1940 Act, its
investments in a particular industry, 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. |
(d) |
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. |
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. |
2) |
Pledge, mortgage, or
hypothecate its assets, except to secure permitted borrowings. 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. |
3) |
Invest in companies for the
purpose of exercising control or
management. |
4) |
Invest more than 25% of its
assets in foreign securities; however: |
(a) |
the Spectrum Preferred and
Capital Securities Income Fund may not invest more than 45% of its assets
in foreign securities; |
(b) |
the Capital Securities,
Diversified Real Asset, Global Multi-Strategy, Global Opportunities,
International Equity Index, International Small Company, Origin Emerging
Markets, and SystematEx International Funds may each invest up to 100% of
its assets in foreign securities; |
(c) |
the Bond Market Index Fund may
invest in foreign securities to the extent that the relevant index is so
invested; and |
(d) |
the Opportunistic Municipal
Fund may not invest in foreign
securities. |
5) |
Invest more than 5% of its
total assets in real estate limited partnership
interests. |
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 Securities and Exchange Commission. 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. |
• |
foreign currency investments,
each Fund will count forward foreign currency contracts and other
investments that have economic characteristics similar to foreign
currency; the value of such contracts and investments will include the
Fund’s investments in cash and/or cash equivalents to the extent such
instruments are used to cover 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 specifically segregated on the Fund’s books 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. |
• |
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. |
• |
The Funds view their
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. |
• |
The Funds interpret their
policy with respect to concentration in a particular industry to apply
only to direct investments in the securities of issuers in a particular
industry. |
• |
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. |
• |
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. |
• |
Investment Pools. The 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. A Fund 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. A Fund may engage in swap
options for hedging purposes or in an attempt to manage and mitigate
credit and interest rate risk. Each Fund 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. |
• |
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). |
• |
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. |
• |
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
Opportunistic Municipal Fund 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. |
Fund |
2019
Turnover |
2018
Turnover |
Comments |
[to be completed by
amendment] |
• |
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. |
• |
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. |
• |
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. |
• |
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. |
• |
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. |
Committee
and Independent Board Members |
Primary
Purpose and Responsibilities |
Meetings
Held During the Last Fiscal Year |
15(c)
Committee
Craig Damos
Mark Grimmett
Fritz Hirsch
Tao Huang |
The Committee’s primary purpose
is to assist the Board in performing the annual review of the Fund’s
advisory and sub-advisory agreements pursuant to Section 15(c) of the 1940
Act. The Committee is responsible for requesting and reviewing related
materials. |
6 |
Audit
Committee
Leroy Barnes
Craig Damos
Elizabeth
Nickels |
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. |
8 |
Executive
Committee
Craig Damos
Mark Grimmett |
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 stockholders any action which requires stockholder
approval; 3) amend the bylaws; or 4) approve any merger or share exchange
which does not require stockholder approval. |
0 |
Nominating
and Governance
Committee
Elizabeth
Ballantine
Mark Grimmett |
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 Committee members and management. In addition, the Committee
considers candidates recommended by shareholders of the Fund Complex.
Recommendations should be submitted in writing to Principal Funds, Inc.,
711 High Street, Des Moines, IA 50392. When evaluating a potential
nominee for Independent Board Member, the Committee generally considers,
among other factors: age; education; relevant business experience;
geographical factors; whether the person is "independent" and otherwise
qualified under applicable laws and regulations to serve as an Independent
Board Member; 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. The Committee meets personally
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 Committee believes the Board
generally benefits from diversity of background, experience and views
among its members, and considers these factors in evaluating the Board's
composition. The Board does not regularly use the services of
professional search firms to identify or evaluate potential candidates or
nominees. |
4 |
Operations
Committee
Fritz Hirsch
Tao Huang
Karrie McMillan
Meg VanDeWeghe |
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 |
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 |
Elizabeth
Ballantine
711 High Street
Des Moines, IA
50392
1948 |
Director, PFI and PVC (since
2004) Trustee, PETF (since 2014)
Trustee, PDSRA (since
2019) |
Principal, EBA
Associates
(consulting and
investments) |
127 |
Durango Herald,
Inc.;
McClatchy Newspapers,
Inc. |
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
|
127 |
McClatchy Newspapers, Inc.;
Frontier Communications, Inc.; formerly, Herbalife Ltd. |
Craig Damos
711 High Street
Des Moines, IA
50392
1954 |
Director, PFI and PVC (since
2008) Trustee, PETF (since 2014)
Trustee, PDSRA (since
2019) |
President, C.P. Damos
Consulting LLC |
127 |
None |
Mark A. Grimmett
711 High Street
Des Moines, IA
50392
1960 |
Lead Independent Director
(since 2011)
Director, PFI and PVC (since
2004) Trustee, PETF (since 2014)
Trustee, PDSRA (since
2019) |
Formerly, Executive Vice
President and CFO, Merle Norman Cosmetics, Inc. (cosmetics
manufacturing) |
127 |
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)
|
Formerly, CEO, MAM USA
(manufacturer of infant and juvenile products) |
127 |
MAM USA |
Tao Huang
711 High Street
Des Moines, IA
50392
1962 |
Director, PFI and PVC (since
2012) Trustee, PETF (since 2014)
Trustee, PDSRA (since
2019) |
Retired |
127 |
Armstrong World Industries,
Inc. (manufacturing) and Equity Lifestyle Properties,
Inc. |
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) |
Managing Director, Patomak
Global Partners, LLC (financial services consulting) |
127 |
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 |
127 |
SpartanNash; Formerly:
Charlotte Russe; Follet Corporation; PetSmart; Spectrum Health
System |
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) |
127 |
Denbury Resources Inc. and
Helmerich & Payne; Formerly: Brown Advisory;
B/E Aerospace; WP Carey; Nalco
(and its successor Ecolab) |
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) |
Director, PGI (since
2018)
President-PGAM, PGI, PLIC,
PFSI, and PFG (since 2018)
Chair/Executive Vice President,
RobustWealth, Inc. (since 2018)
Director, Post (since
2018)
Executive Vice President/Chief
Investment Officer, PLIC, PFSI, and PFG (2014-2018) |
127 |
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) |
Chief Executive Officer and
President, PGI (since 2018)
Chief Operating Officer, PGI
(2017-2018)
Chair, PGI (since
2018)
Director, PGI (2003-2018)
Director, Finisterre (since
2018)
Director, Origin (since
2018)
Chair, Post (since 2017)
Chief Executive Officer,
Principal‑REI (since 2005)
Chair, Principal - REI
(since 2004)
Chair, Spectrum (since
2017)
Director, CCIP (since
2017) |
127 |
None |
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** |
Randy L. Bergstrom
711 High Street
Des Moines, IA 50392
1955 |
Assistant Tax
Counsel
(since 2005) |
Counsel, PGI
Counsel,
PLIC |
Kamal Bhatia
711 High Street
Des Moines, IA
50392
1972 |
President and Chief Executive
Officer
(since 2019) |
President - Principal Funds,
PFG, PFSI, PLIC (since 2019)
Principal Executive Officer, OC
Private Capital (2017-2019)
Senior Vice President,
Oppenheimer Funds (2011-2019) |
Jennifer A. Block
711 High Street
Des Moines, IA
50392
1973 |
Deputy Chief Compliance Officer
(since 2018)
Vice President and Counsel
(2017-2018)
Assistant Counsel (2010-2017)
Assistant Secretary
(2015-2018) |
Counsel, PGI
(2017-2018)
Counsel, PLIC
(2009-2018)
Counsel, PMC (2009-2017)
|
Tracy W. Bollin
711 High Street
Des Moines, IA
50392
1970 |
Chief Financial Officer (since
2014)
|
Managing Director, PGI (since
2016)
Chief Financial Officer, PFA
(2010-2015)
Senior Vice President, PFD
(since 2015)
Chief Financial Officer, PFD
(2010-2016)
Chief Operating Officer and
Senior Vice President, PMC (2015-2017)
Director, PMC (2014-2017)
Chief Financial Officer, PMC
(2010-2015)
Chief Financial Officer, PSI
(2010-2015)
President, PSS (since 2015)
Chief Financial Officer, PSS
(2010-2015) |
Gina L. Graham
711 High Street
Des Moines, IA
50392
1965 |
Treasurer (since
2016) |
Vice President/Treasurer, PGI
(since 2016)
Vice President/Treasurer, PFA
(since 2016)
Vice President/Treasurer, PFD
(since 2016)
Vice President/Treasurer, PLIC
(since 2016)
Vice President/Treasurer, PMC
(2016-2017)
Vice President/Treasurer,
Principal - REI (since 2016)
Vice President/Treasurer, PSI
(since 2016)
Vice President/Treasurer, PSS
(since 2016) |
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** |
Laura B. Latham
711 High Street
Des Moines, IA 50392
1986 |
Assistant Counsel and Assistant
Secretary (since 2018) |
Counsel, PGI (since 2018)
Prior thereto, Attorney in
Private Practice |
Diane K. Nelson
711 High Street
Des Moines, IA
50392
1965 |
AML Officer (since
2016) |
Chief Compliance Officer/AML
Officer, PSS (since 2015)
Compliance Advisor, PMC
(2013-2015) |
Sara L. Reece
711 High Street
Des Moines, IA
50392
1975 |
Vice President and Controller
(since 2016) |
Director - Accounting, PLIC
(since 2015)
Assistant Financial Controller,
PLIC (prior to 2015) |
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 (since 2017)
Vice President and Chief
Compliance Officer, PMC (2015-2017)
Vice President, PSS (since
2015) |
Britney L.
Schnathorst
711 High Street
Des Moines, IA
50392
1981 |
Assistant Secretary (since
2017)
Assistant Counsel (since
2014) |
Counsel, PLIC (since
2013) |
Adam U. Shaikh
711 High Street
Des Moines, IA 50392
1972 |
Assistant Counsel (since
2006) |
Assistant General Counsel, PGI
(since 2018)
Counsel, PGI
(2017-2018)
Counsel, PLIC (since
2006)
Counsel, PMC
(2007-2017) |
John L. Sullivan
711 High Street
Des Moines, IA
50392
1970 |
Assistant Counsel and Assistant
Secretary
(since 2019) |
Counsel, PGI (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/Treasurer, PGI (since 2017)
Assistant Vice
President/Treasury, PFA (since 2013)
Assistant Vice
President/Treasury, PFD (since 2013)
Assistant Vice
President/Treasury, PLIC (since 2014)
Assistant Vice
President/Treasury, PMC (2013-2017)
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 |
Clint L. Woods
711 High Street
Des Moines, IA
50392
1961 |
Counsel, Vice President, and
Assistant Secretary (since 2018)
Of Counsel
(2017-2018)
Vice President
(2016-2017)
Counsel
(2015-2017) |
Vice President (since
2015)
Associate General Counsel,
Governance Officer, and Assistant Corporate Secretary, PLIC (since
2013) |
Jared A. Yepsen
711 High Street
Des Moines, IA
50392
1981 |
Assistant Tax Counsel (since
2017) |
Counsel, PGI (since
2017)
Counsel, PLIC (since
2015)
Senior Attorney, TLIC
(2013-2015) |
Abbreviations
used: |
|
CCIP, LLC
(CCIP) |
Principal Global Investors, LLC
(PGI) |
Finisterre Capital LLP
(Finisterre) |
Principal Life Insurance
Company (PLIC) |
Origin Asset Management LLP
(Origin) |
Principal Management
Corporation (PMC), now PGI |
Post Advisory Group, LLC
(Post) |
Principal Real Estate
Investors, LLC (Principal - REI) |
Principal Financial Advisors,
Inc. (PFA) |
Principal Securities, Inc.
(PSI) |
Principal Financial Services,
Inc. (PFSI) |
Principal Shareholder Services,
Inc. (PSS) |
Principal Funds Distributor,
Inc. (PFD) |
Spectrum Asset Management, Inc.
(Spectrum) |
Principal Global Asset
Management (PGAM) |
Transamerica Life Insurance
Company (TLIC) |
A |
$0 |
D |
$50,001 up to and including
$100,000 |
B |
$1 up to and including
$10,000 |
E |
$100,001 or
more |
C |
$10,001 up to and including
$50,000 |
Independent
Board Members | |||||||||
Fund
|
Ballantine |
Barnes |
Damos |
Grimmett |
Hirsch |
Huang |
McMillan |
Nickels |
VanDeWeghe |
Blue Chip |
A |
A |
E |
A |
A |
A |
D |
E |
D |
Diversified Real
Asset |
A |
A |
C |
D |
C |
A |
A |
A |
A |
Spectrum Preferred and Capital
Securities Income |
A |
A |
E |
A |
A |
A |
A |
A |
A |
Total Fund
Complex |
E |
E |
E |
E |
E |
E |
E |
E |
E |
Interested
Board Members | ||
Dunbar |
Halter | |
Funds in
this SAI |
A |
A |
Total Fund
Complex |
E |
E |
Board
Member |
Funds in
this SAI (1) |
Fund
Complex (2) |
Elizabeth
Ballantine |
$36,276 |
$283,750 |
Leroy T. Barnes,
Jr. |
$38,863 |
$304,000 |
Craig Damos |
$40,906 |
$320,000 |
Mark A.
Grimmett |
$39,590 |
$309,500 |
Fritz S. Hirsch |
$40,083 |
$313,500 |
Tao Huang |
$37,974 |
$297,000 |
Karen ("Karrie")
McMillan |
$36,946 |
$289,000 |
Elizabeth A.
Nickels |
$36,947 |
$289,000 |
Mary M. (“Meg”)
VanDeWeghe |
$36,884 |
$288,500 |
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. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
BNP PARIBAS
ASSET MANAGEMENT USA, Inc. ("BNP") is indirectly wholly-owned by
BNP Paribas S.A., a publicly owned bank organized in France, engaged in
global financial activities. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
Columbus
Circle Investors (“CCI”) is an affiliate of PGI, which
is a member of Principal®. |
Fund(s): |
Small-MidCap
Growth |
Sub-Advisor: |
Credit
Suisse Asset Management, LLC ("Credit Suisse") is the New York-based
Registered Investment Adviser of Credit Suisse Asset Management (CSAM).
CSAM, which is part of the International Wealth Management Division of
Credit Suisse Group AG, is a global asset manager with a focus on
Alternative Investments and select Traditional Investments.
|
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
Delaware
Investments Fund Advisers (“DIFA”) is an indirect wholly-owned
subsidiary of Macquarie Group Limited and operates as part of Macquarie
Asset Management, the asset management division of Macquarie Group
Limited. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Fund(s):
|
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
Gotham
Asset Management, LLC ("Gotham") is wholly-owned by Gotham
Asset Management Holdings, LP (“GAMH”). Joel Greenblatt and Robert
Goldstein each own more than 25% of GAMH.
|
Fund(s):
|
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor:
|
Graham
Capital Management, L.P. ("Graham") is majority-owned by KGT
Investment Partners, LLC, which is principally owned by Graham’s founder,
Kenneth Tropin, and members of Mr. Tropin’s
family. |
Fund(s):
|
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor:
|
KLS
Diversified Asset Management LP (“KLS”), principally owned by KLS
Partners LLC, provides discretionary investment advisory services for
private investment funds and separately managed
accounts. |
Fund(s):
|
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
Loomis,
Sayles & Company, L.P. (“Loomis Sayles”) is a subsidiary of Natixis
Investment Managers, L.P. (formerly Natixis Global Asset Management,
L.P.), which is part of Natixis Investment Managers (formerly Natixis
Global Asset Management), an international asset management group based in
Paris, France. |
Fund(s): |
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
Los Angeles
Capital Management and Equity Research, Inc. ("Los Angeles
Capital") is a
California corporation wholly-owned by its working principals. Thomas D.
Stevens, Chairman and CEO, and Hal W. Reynolds, Chief Investment Officer,
hold the controlling equity interest in the
firm. |
Fund(s): |
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
Mellon
Investments Corporation (“Mellon”) , is an independently operated
indirect subsidiary of The Bank of New York Mellon Corporation, a banking
and financial services company. Employees of Mellon own a small minority
interest of the company. Mellon is a registered investment advisor and
organized as a corporation in the state of Delaware.
|
Fund(s): |
a portion of the assets of
Diversified Real Asset |
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®. |
Fund(s): |
Origin Emerging Markets
|
Sub-Advisor: |
Pictet
Asset Management SA (“Pictet”)
is the asset
management arm of the Pictet Group which is owned by seven managing
partners. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
Principal
Real Estate Investors, LLC ("Principal - REI") is
an indirect
subsidiary of Principal Financial Group, Inc.
|
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
RARE
Infrastructure (North America) Pty Limited (“RARE”), is an indirect
majority-owned subsidiary of Legg Mason,
Inc. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor:
|
Sound Point
Capital Management, LP ("Sound Point") , Stephen Ketchum, five
principals of Stone Point Capital LLC and Dyal Capital Partners together
own 100% of the equity of the General Partner and the Sub-Advisor with
Dyal and the Stone Point principals owning minority stakes.
|
Fund(s): |
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
Spectrum
Asset Management, Inc. ("Spectrum") is an indirect subsidiary of
Principal Financial Group, Inc. |
Fund(s): |
Capital Securities and
Spectrum Preferred and Capital Securities Income
|
Sub-Advisor: |
Symphony
Asset Management LLC ("Symphony") is an indirect wholly owned
subsidiary of Nuveen LLC, which is a subsidiary of Teachers Insurance and
Annuity Association of America (TIAA), a financial services
organization. |
Fund(s): |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
Tortoise
Capital Advisors, L.L.C. (“Tortoise”) is indirectly controlled by
Lovell Minnick Partners LLC (“Lovell Minnick”) and is an indirectly wholly
owned subsidiary of Tortoise Investments, LLC ("Tortoise Investments").
Tortoise Investments holds multiple wholly owned essential asset and
income-oriented SEC registered investment advisers. An entity formed by
Lovell Minnick owned by certain private funds sponsored by Lovell Minnick
and a group of institutional co-investors owns a controlling interest in
Tortoise Investments. Certain employees in the Tortoise Investments
complex also own interests in Tortoise Investments.
|
Fund: |
a portion of the assets of
Diversified Real Asset |
Sub-Advisor: |
Wellington
Management Company LLP (“Wellington”) is owned by the partners of
Wellington Management Group LLP, a Massachusetts limited liability
partnership. |
Fund(s): |
a portion of the assets of
Global Multi-Strategy |
Sub-Advisor: |
York
Registered Holdings, L.P. (“York”) is controlled by its sole
general partner, York Capital Management Global Advisors, LLC (“YGA”).
James G. Dinan, founder, is the Chairman, CEO and controlling person of
YGA. Mr. Dinan and various other individual partners of the firm
collectively own the majority equity interest in YGA and its affiliates.
|
Fund(s): |
a portion of the assets of
Global Multi-Strategy |
Net Asset
Value of Fund | |||
Fund |
All
Assets | ||
Bond Market
Index |
0.14 |
% |
|
Capital
Securities |
0.00 |
% |
(1) |
International Equity
Index |
0.25 |
% |
Net Asset
Value of Fund | ||||
Fund |
First
$500
Million |
Next
$500
Million |
Next
$500
Million |
Assets
Over
$1.5
Billion |
Edge MidCap |
0.70% |
0.68% |
0.66% |
0.65% |
Global
Opportunities |
0.85% |
0.83% |
0.81% |
0.80% |
International Small
Company |
1.05% |
1.03% |
1.01% |
1.00% |
Opportunistic
Municipal |
0.50% |
0.48% |
0.46% |
0.45% |
Origin Emerging
Markets |
1.05% |
1.03% |
1.01% |
1.00% |
Small-MidCap
Growth |
0.70% |
0.68% |
0.66% |
0.65% |
SystematEx
International |
0.60% |
0.58% |
0.56% |
0.55% |
Net Asset
Value of Fund | ||||||
Fund |
First
$500
Million |
Next
$500
Million |
Next
$500
Million |
Next
$500
Million |
Next
$1
Billion |
Over
$3
Billion |
Blue Chip |
0.65% |
0.63% |
0.61% |
0.60% |
0.59% |
0.58% |
Diversified Real
Asset |
0.85% |
0.83% |
0.81% |
0.80% |
0.79% |
0.78% |
Global
Multi-Strategy |
1.60% |
1.58% |
1.56% |
1.55% |
1.54% |
1.53% |
Small-MidCap Dividend
Income |
0.79% |
0.77% |
0.75% |
0.74% |
0.73% |
0.72% |
Spectrum Preferred and Capital
Securities Income |
0.75% |
0.73% |
0.71% |
0.70% |
0.69% |
0.68% |
Contractual
Limits on Total Annual Fund Operating Expenses | ||||||||||
Fund |
A |
C |
J |
Inst. |
R-1 |
R-2 |
R-3 |
R-4 |
R-5 |
Expiration |
Blue Chip |
N/A |
N/A |
N/A |
0.66% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Bond Market
Index |
N/A |
N/A |
0.71% |
0.16% |
1.04% |
0.91% |
0.73% |
0.54% |
0.42% |
12/30/2020 |
Diversified Real
Asset |
1.22% |
1.97% |
N/A |
0.85% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Edge MidCap |
1.10% |
N/A |
N/A |
0.77% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Global
Multi-Strategy |
N/A |
2.75% |
N/A |
1.63% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
International Equity
Index |
N/A |
N/A |
N/A |
0.31% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
International Small
Company |
1.60% |
N/A |
N/A |
1.20% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Opportunistic
Municipal |
0.84% |
N/A |
N/A |
0.56% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Origin Emerging
Markets |
1.60% |
N/A |
N/A |
1.20% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Small-MidCap Dividend
Income |
1.12% |
1.87% |
N/A |
0.85% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Small-MidCap
Growth |
N/A |
N/A |
N/A |
0.83% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Spectrum Preferred and Capital
Securities Income |
N/A |
N/A |
N/A |
0.81% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
SystematEx
International |
N/A |
N/A |
N/A |
0.75% |
N/A |
N/A |
N/A |
N/A |
N/A |
12/30/2020 |
Contractual
Limits on Other Expenses | ||
Fund |
Class
R-6 |
Expiration |
Blue Chip |
0.01% |
12/30/2020 |
Diversified Real Asset
|
0.02% |
12/30/2020 |
Edge MidCap |
0.02% |
12/30/2020 |
Global Multi-Strategy
|
0.02% |
12/30/2020 |
International Equity Index
|
0.04% |
12/30/2020 |
International Small Company
|
0.04% |
12/30/2020 |
Origin Emerging Markets
|
0.04% |
12/30/2020 |
Small-MidCap Dividend Income
|
0.02% |
12/30/2020 |
Spectrum Preferred and Capital
Securities Income |
0.02% |
12/30/2020 |
SystematEx International
|
0.04% |
12/30/2020 |
Contractual
Fee Waivers | ||
Fund |
Waiver |
Expiration |
Blue Chip |
0.050% |
12/30/2020 |
Bond Market Index
|
0.015% |
12/30/2021 |
Diversified Real
Asset |
0.030% |
12/30/2020 |
Edge MidCap |
0.050% |
12/30/2020 |
Global
Multi-Strategy |
0.040% |
12/30/2020 |
Opportunistic Municipal
|
0.060% |
12/30/2020 |
Management
Fees for Periods Ended August 31
(amounts in
thousands) | |||||||||||||
Fund |
2019 |
2018 |
2017 | ||||||||||
Blue Chip |
$ |
23,519 |
|
$ |
17,607 |
|
$ |
10,678 |
|
||||
Bond Market
Index |
4,353 |
|
4,324 |
|
4,686 |
|
|||||||
Capital
Securities |
— |
|
— |
|
— |
|
|||||||
Diversified Real
Asset |
31,859 |
|
33,383 |
|
32,611 |
|
|||||||
Edge MidCap |
4,800 |
|
4,116 |
|
2,188 |
|
|||||||
Global
Multi-Strategy |
32,261 |
|
42,942 |
|
44,070 |
|
|||||||
Global
Opportunities |
836 |
|
7,273 |
|
10,446 |
|
|||||||
International Equity
Index |
2,663 |
|
2,700 |
|
2,386 |
|
|||||||
International Small
Company |
9,147 |
|
10,686 |
|
6,116 |
|
|||||||
Opportunistic
Municipal |
575 |
|
588 |
|
610 |
|
|||||||
Origin Emerging
Markets |
8,229 |
|
8,572 |
|
7,886 |
|
|||||||
Small-MidCap Dividend
Income |
18,048 |
|
22,985 |
|
22,299 |
|
|||||||
Small-MidCap Growth
|
8 |
|
(1) |
— |
|
— |
|
||||||
Spectrum Preferred and Capital
Securities Income |
37,238 |
|
(2) |
40,871 |
|
39,338 |
|
||||||
SystematEx
International |
308 |
|
486 |
|
409 |
|
|||||||
(1) |
Period from June 12, 2019, date
operations commenced, through August 31, 2019 | ||||||||||||
(2) |
Effective July 1, 2019,
Preferred Securities Fund changed its name to Spectrum Preferred and
Capital Securities Income
Fund |
Aggregate
Fees Paid to Sub-Advisers
(other than
Wholly-Owned Sub-Advisors, Finisterre and Origin)
for Fiscal
Years Ended August 31
(dollar
amounts in thousands) | ||||||
Fund |
2019 |
2018 |
2017 | |||
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 Real
Asset |
$9,431 |
0.31% |
$10,275 |
0.33% |
$11,742 |
0.35% |
Global
Multi-Strategy |
15,620 |
0.88 |
21,150 |
0.88 |
21,516 |
0.87 |
Fees Paid to
Finisterre and Origin for Fiscal Years Ended August 31
(dollar
amounts in thousands) | ||||||
Fund |
2019 |
2018 |
2017 | |||
Dollar
Amount |
Percent
of Average
Daily Net Assets |
Dollar
Amount |
Percent
of Average
Daily Net Assets |
Dollar
Amount |
Percent
of Average
Daily Net Assets | |
Global Multi-Strategy
(Finisterre) |
$1,961 |
0.73% |
$2,353 |
0.71% |
$2,461 |
0.71% |
Origin Emerging Markets
(Origin) |
2,913 |
0.42 |
3,260 |
0.45 |
3,267 |
0.50 |
Underwriting
Fees for Periods Ended August 31
(amounts in
thousands) | |||||||
Fund |
2018 |
2017 |
2016 |
||||
Blue Chip |
$227 |
$227 |
$160 |
||||
Bond Market
Index |
7 |
7 |
2 |
||||
Capital
Securities |
— |
— |
— |
||||
Diversified Real
Asset |
20 |
20 |
26 |
||||
Edge MidCap |
— |
— |
— |
(1) | |||
Global
Multi-Strategy |
17 |
17 |
49 |
||||
Global Opportunities
|
11 |
11 |
11 |
||||
International Equity
Index |
— |
— |
— |
||||
International Small
Company |
8 |
8 |
7 |
||||
Opportunistic
Municipal |
24 |
24 |
17 |
||||
Origin Emerging
Markets |
3 |
3 |
4 |
||||
Small-MidCap Dividend
Income |
265 |
264 |
234 |
||||
Spectrum Preferred and Capital
Securities Income |
342 |
340 |
531 |
||||
SystematEx
International |
— |
— |
— |
(2) | |||
(1) |
Period from September 28, 2015,
date operations commenced, through August 31, 2016 | ||||||
(2) |
Period from September 22, 2015,
date operations commenced, through August 31,
2016 |
Acclaim Benefits,
Inc. |
Goldman Sachs &
Co. |
Putnam Investors
Services |
Advisory Services Network,
LLC |
Great West Life &
Annuity |
Raymond James & Associates,
Inc. |
AIG Advisor
Group |
GWFS Equities,
Inc. |
Raymond James Financial
Services, Inc. |
Alight Financial Solutions
LLC |
HighTower Securities,
LLC |
RBC Capital Markets
Corp. |
American Century
Investments |
Hilltop Wealth Advisors
LLC |
RBC Correspondent
Services |
American Enterprise Investment
Services Inc. |
ICMA-Retirement
Corp. |
Reliance Trust
Company |
American General Life Insurance
Co. |
Investacorp
Inc. |
Retirement
Clearinghouse |
American United Life Insurance
Co. |
Janney Montgomery
Scott |
Robert W. Baird &
Co. |
Ameriprise Financial
Services |
JJB Hilliard WL Lyons,
Inc. |
Royal Alliance Associates,
Inc. |
Ameritas Investments
Corp |
John Hancock Trust
Co. |
SagePoint Financial,
Inc. |
Ascensus |
J.P. Morgan Securities
LLC |
SBC Wealth
Management |
AssetMark Trust
Company |
Kestra Investment Services,
LLC |
Securian Financial
Services |
AXA Advisors,
LLC |
KMS Financial Services,
Inc. |
Securities America,
Inc. |
AXA Equitable Life Insurance
Co. |
Ladenburg Thalmann Advisors
Network LLC |
Securities Service Network,
Inc. |
Benefit Plan
Administrators |
Lara May & Associates
LLC |
Security Financial Resources
(Security
Benefit) |
Benefit
Solutions |
Level Four Advisory Services
LLC |
Standard Insurance
Company |
Benefit Trust
Company |
Lincoln Retirement Services
Co. |
Standard Retirement
Services |
Broadridge Business Process
Outsourcing, LLC |
LLBH Private Wealth Management
LLC |
Stifel Nicolaus & Company,
Inc. |
Caitlin John
LLC |
LPL Financial
Corporation |
Summit Brokerage Services,
Inc. |
Cambridge Investment Research
Inc. |
Massachusetts Mutual Life
Insurance Company |
Suntrust Investment Services,
Inc. |
Cammack Larhette
Consulting |
Mercer HR
Services |
T. Rowe Price Retirement Plan
Services |
Cetera Advisor Networks
LLC |
Merrill Lynch |
TD Ameritrade
Inc. |
Cetera Advisors
LLC |
MidAtlantic Capital
Corporation |
TD Ameritrade Trust
Company |
Cetera Financial
Group |
MML Investors Services
Inc. |
Ten Capital Investment
Advisors |
Cetera Financial Specialists
LLC |
Morgan Stanley |
The Centurion
Group |
Cetera Investment Services
LLC |
National Financial
Services |
The State
Bank |
Charles Schwab &
Co. |
Nationwide Investment Services
Corp |
TIAA-CREF |
Charles Schwab Trust
Company |
Newport Group Retirement Plan
Services |
Total Administrative Services
Corporation |
Citigroup Global Markets
Inc. |
Northwestern Mutual Investment
Services |
Triad Advisors,
Inc. |
Comerica Retirement
Services |
Nottingham Advisors
Inc. |
UBS Financial Services,
Inc. |
Commonwealth Financial
Network |
NRP Financial,
Inc. |
US Bancorp
Investments |
CPI Qualified
Consultants |
Oppenheimer &
Co. |
VALIC Retirement Services
Company |
CUSO Financial Services,
LP |
Park Avenue Securities,
LLC |
Vanguard Brokerage
Services |
DA Davidson & Company,
Inc. |
Pershing |
Vanguard Group,
The |
Digital Retirement
Solutions |
Plan Administrators,
Inc. |
Voya Financial Advisors,
Inc. |
Edward Jones |
Platinum Wealth Partners,
Inc. |
Voya Institutional Plan
Services, LLC |
ePlan Services,
Inc. |
Plan Administrators,
Inc. |
Voya Institutional Trust
Co. |
ETRADE Savings
Bank |
Principal Life Insurance
Company |
Walkner Condon Financial
Advisors |
Fidelity Investment
Institutional Operations Co. |
Principal Securities,
Inc. |
Wells Fargo Advisors FINET,
LLC |
First Allied
Securities |
Private Client Services,
LLC |
Wells Fargo Bank,
N.A. |
Fortem Financial
LLC |
ProEquities
Inc. |
Wells Fargo Clearing Services
LLC |
FSC Securities
Corporation |
Prudential Retirement
Services |
Woodbury Financial
Services |
G.A. Repple &
Company |
Purshe Kaplan Sterling
Investments |
Xerox (ACS) HR
Solutions |
Girard Securities,
Inc |
Fund |
Amount of
Transactions because of Research Services Provided |
Related
Commissions
Paid | ||||
Blue Chip |
$ |
300,333,566 |
|
$ |
260,949 |
|
Diversified Real
Asset |
367,193,518 |
|
490,019 |
| ||
Edge MidCap |
69,297,164 |
|
58,336 |
| ||
Global Multi
Strategy |
1,310,133,861 |
|
393,388 |
| ||
Global
Opportunities |
65,235,157 |
|
54,965 |
| ||
International Equity
Index |
62,618,559 |
|
56,154 |
| ||
International Small
Company |
196,131,553 |
|
179,035 |
| ||
Origin Emerging
Markets |
1,294,024,232 |
|
404,297 |
| ||
Small-MidCap Dividend
Income |
630,383,256 |
|
605,714 |
| ||
Small-MidCap Growth
|
489,624 |
|
1,073 |
| ||
SystematEx International
|
2,382,288 |
|
2,144 |
|
Total
Brokerage Commissions Paid for Periods Ended August 31 | ||||||||||||
Fund |
2018 |
2017 |
2016 |
|||||||||
Blue Chip |
$ |
1,284,941 |
|
$ |
349,023 |
|
$ |
438,231 |
|
|||
Bond Market
Index |
— |
|
1 |
|
— |
|
||||||
Capital
Securities |
— |
|
— |
|
— |
|
||||||
Diversified Real
Asset |
2,608,938 |
|
2,176,866 |
|
2,299,081 |
|
||||||
Edge MidCap |
198,182 |
|
43,613 |
|
121,689 |
|
(1) | |||||
Global
Multi-Strategy |
1,809,488 |
|
1,668,129 |
|
1,698,332 |
|
||||||
Global
Opportunities |
1,504,008 |
|
2,602,693 |
|
3,311,175 |
|
||||||
International Equity
Index |
193,170 |
|
125,295 |
|
187,002 |
|
||||||
International Small
Company |
812,023 |
|
1,023,862 |
|
136,253 |
|
||||||
Opportunistic
Municipal |
— |
|
620 |
|
340 |
|
||||||
Origin Emerging
Markets |
240,032 |
|
369,250 |
|
632,175 |
|
||||||
Small-MidCap Dividend
Income |
1,708,983 |
|
1,575,053 |
|
1,001,864 |
|
||||||
Spectrum Preferred and Capital
Securities Income |
120,951 |
|
137,149 |
|
113,275 |
|
||||||
SystematEx
International |
43,270 |
|
33,324 |
|
39,553 |
|
(2) |
(1) |
Period from September 28, 2015,
date operations commenced, through August 31, 2016 | ||
(2) |
Period from September 22, 2015,
date operations commenced, through August 31,
2016 |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2018
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Blue
Chip | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
28,255 |
|
2.20 |
% |
3.66 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
22,851 |
|
1.78 |
|
0.84 |
| ||
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
8,206 |
|
0.64 |
|
0.44 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
28,742 |
|
2.24 |
|
1.40 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
10,138 |
|
0.79 |
|
0.67 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
3,338 |
|
0.26 |
|
0.25 |
| ||
Total |
$ |
101,530 |
|
7.91 |
% |
7.26 |
% | ||
Diversified
Real Asset | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
23,543 |
|
0.90 |
% |
1.51 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
178,398 |
|
6.84 |
|
6.82 |
| ||
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
17,787 |
|
0.68 |
|
0.88 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
814 |
|
0.03 |
|
0.01 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
32,073 |
|
1.23 |
|
1.80 |
| ||
Analytic Investors,
LLC |
Wells Fargo
Advisor |
7 |
|
— |
|
— |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
19,367 |
|
0.74 |
|
1.50 |
| ||
Total |
$ |
271,989 |
|
10.42 |
% |
12.52 |
% | ||
Edge
MidCap | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
63,274 |
|
31.93 |
% |
30.23 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
495 |
|
0.25 |
|
0.23 |
| ||
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
5,226 |
|
2.64 |
|
1.47 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
2,050 |
|
1.03 |
|
0.98 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
700 |
|
0.35 |
|
0.54 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
1,868 |
|
0.94 |
|
0.46 |
| ||
Total |
$ |
73,613 |
|
37.14 |
% |
33.91 |
% | ||
Global
Multi-Strategy | |||||||||
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
$ |
22,372 |
|
1.24 |
|
1.89 |
| |
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
3,748 |
|
0.21 |
|
0.09 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
1,434 |
|
0.08 |
|
0.04 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
9,540 |
|
0.53 |
|
0.48 |
| ||
Analytic Investors,
LLC |
Wells Fargo
Advisor |
5,401 |
|
0.30 |
|
0.17 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
8,249 |
|
0.46 |
|
0.12 |
| ||
Total |
$ |
50,744 |
|
2.82 |
% |
2.79 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2018
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Global
Opportunities | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
43,238 |
|
2.87 |
% |
6.68 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
69,354 |
|
4.61 |
|
3.22 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
604 |
|
0.04 |
|
0.08 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
40,442 |
|
2.69 |
|
3.01 |
| ||
Total |
$ |
153,638 |
|
10.21 |
% |
12.99 |
% | ||
International
Equity Index | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
11,996 |
|
6.21 |
% |
6.07 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
7,570 |
|
3.92 |
|
3.47 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
899 |
|
0.47 |
|
0.49 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
336 |
|
0.17 |
|
0.09 |
| ||
Total |
$ |
20,801 |
|
10.77 |
% |
10.12 |
% | ||
International
Small Company | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
200 |
|
0.02 |
% |
0.02 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
65,978 |
|
8.13 |
|
6.48 |
| ||
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
9,496 |
|
1.17 |
|
0.75 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
2,808 |
|
0.35 |
|
0.87 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
317 |
|
0.04 |
|
0.04 |
| ||
Total |
$ |
78,799 |
|
9.71 |
% |
8.16 |
% | ||
Origin
Emerging Markets | |||||||||
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
$ |
135,157 |
|
56.31 |
% |
54.34 |
% | |
Total |
$ |
135,157 |
|
56.31 |
% |
54.34 |
% | ||
Small-MidCap
Dividend Income | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
369,057 |
|
21.60 |
% |
19.76 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
3,731 |
|
0.22 |
|
0.35 |
| ||
Eagle Asset Management,
Inc. |
Raymond James &
Associates |
52,398 |
|
3.07 |
|
1.56 |
| ||
Robert W. Baird & Co.,
Inc. |
Robert W. Baird &
Co. |
24,916 |
|
1.46 |
|
2.28 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
3,541 |
|
0.21 |
|
0.41 |
| ||
Robert W. Baird &
Co. |
Strategas Securities,
LLC |
473 |
|
0.03 |
|
0.02 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
23,548 |
|
1.38 |
|
1.36 |
| ||
Total |
$ |
477,664 |
|
27.97 |
% |
25.74 |
% | ||
Spectrum
Preferred and Capital Securities Income(2) | |||||||||
Principal Financial
Group |
Spectrum Asset
Management |
$ |
120,951 |
|
100.00 |
% |
100.00 |
% | |
Total |
$ |
120,951 |
|
100.00 |
% |
100.00 |
% | ||
SystematEx
International | |||||||||
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
$ |
5,169 |
|
11.95 |
% |
13.66 |
% | |
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
435 |
|
1.01 |
|
0.92 |
| ||
Total |
$ |
5,604 |
|
12.96 |
% |
14.58 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2017
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Blue
Chip | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
9,161 |
|
2.62 |
% |
3.73 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
21,970 |
|
6.29 |
|
4.28 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
3,319 |
|
0.95 |
|
1.08 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
2,231 |
|
0.64 |
|
0.44 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
4,060 |
|
1.16 |
|
0.79 |
| ||
Alliance Bernstein
|
Sanford C. Bernstein & Co.,
LLC |
3,419 |
|
0.98 |
|
1.38 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
43 |
|
0.01 |
|
0.09 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
9,783 |
|
2.80 |
|
1.81 |
| ||
Total |
$ |
53,986 |
|
15.45 |
% |
13.60 |
% | ||
Diversified
Real Asset | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
30,400 |
|
1.40 |
% |
1.48 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
190,605 |
|
8.76 |
|
10.85 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
158,022 |
|
7.26 |
|
6.92 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
27,575 |
|
1.27 |
|
1.12 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
8,660 |
|
0.40 |
|
0.23 |
| ||
AllianceBernstein
|
Sanford C. Bernstein & Co.,
LLC |
43,126 |
|
1.98 |
|
3.59 |
| ||
Analytic Investors,
LLC |
Wells Fargo
Advisor |
495 |
|
0.02 |
|
0.01 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
7,262 |
|
0.33 |
|
0.96 |
| ||
Total |
$ |
466,145 |
|
21.42 |
% |
25.16 |
% | ||
Edge
MidCap | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
7,139 |
|
16.37 |
% |
30.90 |
% | |
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
3,792 |
|
8.69 |
|
7.44 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
4,728 |
|
10.84 |
|
7.90 |
| ||
Total |
$ |
15,659 |
|
35.90 |
% |
46.24 |
% | ||
Global
Multi-Strategy | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
1,439 |
|
0.09 |
% |
0.08 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
30,369 |
|
1.82 |
|
1.86 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
57,696 |
|
3.46 |
|
1.46 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
219,921 |
|
13.18 |
|
12.28 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
5,564 |
|
0.33 |
|
0.10 |
| ||
AllianceBernstein |
Sanford C. Bernstein & Co.,
LLC |
16,353 |
|
0.98 |
|
0.64 |
| ||
Analytic Investors,
LLC |
Wells Fargo
Advisor |
2,306 |
|
0.14 |
|
0.05 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
3,218 |
|
0.19 |
|
0.09 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
2,881 |
|
0.17 |
|
0.04 |
| ||
Total |
$ |
339,747 |
|
20.36 |
% |
16.60 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2017
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Global
Opportunities | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
77,240 |
|
2.97 |
% |
4.87 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
211,981 |
|
8.14 |
|
5.01 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
|
151,441 |
|
5.82 |
|
5.17 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
18,964 |
|
0.73 |
|
0.47 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
16,172 |
|
0.62 |
|
0.36 |
| ||
AllianceBernstein |
Sanford C. Bernstein & Co.,
LLC |
22,756 |
|
0.87 |
|
1.48 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
2,096 |
|
0.08 |
|
0.42 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
4,374 |
|
0.17 |
|
0.23 |
| ||
Total |
$ |
505,024 |
|
19.40 |
% |
18.01 |
% | ||
International
Equity Index | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
18,957 |
|
15.13 |
% |
13.18 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
3,164 |
|
2.52 |
|
2.18 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
4,649 |
|
3.71 |
|
3.43 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
1,096 |
|
0.87 |
|
0.39 |
| ||
AllianceBernstein
|
Sanford C. Bernstein & Co.,
LLC |
264 |
|
0.21 |
|
0.27 |
| ||
Total |
$ |
28,130 |
|
22.44 |
% |
19.45 |
% | ||
International
Small Company | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
183 |
|
0.02 |
% |
0.01 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
90,214 |
|
8.81 |
|
13.33 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan
Securities |
47,315 |
|
4.62 |
|
3.27 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
57,084 |
|
5.58 |
|
3.04 |
| ||
AllianceBernstein
|
Sanford C. Bernstein & Co.,
LLC |
4,074 |
|
0.40 |
|
0.56 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
86 |
|
0.01 |
|
0.01 |
| ||
Total |
$ |
198,956 |
|
19.44 |
% |
20.22 |
% | ||
Origin
Emerging Markets | |||||||||
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
$ |
262,491 |
|
71.09 |
% |
72.03 |
% | |
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
1,743 |
|
0.47 |
|
0.15 |
| ||
Total |
$ |
264,234 |
|
71.56 |
% |
72.18 |
% | ||
Small-MidCap
Dividend Income | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
105,620 |
|
6.71 |
% |
10.63 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
16,007 |
|
1.02 |
|
0.87 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
|
124,694 |
|
7.92 |
|
5.17 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
346,054 |
|
21.97 |
|
22.70 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
30,579 |
|
1.94 |
|
2.83 |
| ||
AllianceBernstein
|
Sanford C. Bernstein & Co.,
LLC |
13,287 |
|
0.84 |
|
0.63 |
| ||
Analytic Investors,
LLC |
Wells Fargo Securities,
LLC |
19,916 |
|
1.26 |
|
1.12 |
| ||
Total |
$ |
656,157 |
|
41.66 |
% |
43.95 |
% | ||
Spectrum
Preferred and Capital Securities Income(2)(3) | |||||||||
Columbus Circle
Investors
Edge Asset Management,
Inc.
Finisterre Capital
LLP
Origin Asset Management
LLP
Post Advisory Group,
LLC
Principal Global Investors,
LLC
Principal Real Estate
Investors, LLC |
Spectrum Asset
Management |
$ |
137,149 |
|
100.00 |
% |
100.00 |
% | |
Total |
$ |
137,149 |
|
100.00 |
% |
100.00 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2017
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
SystematEx
International | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
69 |
|
0.21 |
% |
0.18 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
3,454 |
|
10.36 |
|
14.55 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
|
2,095 |
|
6.29 |
|
7.61 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
1,125 |
|
3.38 |
|
2.17 |
| ||
AllianceBernstein
|
Sanford C. Bernstein & Co.,
LLC |
3,229 |
|
9.69 |
|
10.54 |
| ||
Total |
$ |
9,972 |
|
29.93 |
% |
35.05 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2016
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Blue
Chip | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
34,648 |
|
7.91 |
% |
10.48 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
4,869 |
|
1.11 |
|
0.70 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
4,829 |
|
1.10 |
|
0.51 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
8,437 |
|
1.93 |
|
1.46 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
15,235 |
|
3.48 |
|
2.18 |
| ||
Alliance Bernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
3,861 |
|
0.88 |
|
0.39 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
14,534 |
|
3.32 |
|
3.31 |
| ||
Total |
$ |
86,413 |
|
19.72 |
% |
19.03 |
% | ||
Diversified
Real Asset | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
7,798 |
|
0.34 |
% |
0.80 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
107,397 |
|
4.67 |
|
6.95 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
149,901 |
|
6.52 |
|
9.05 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
109,791 |
|
4.78 |
|
5.44 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
9,723 |
|
0.42 |
|
0.39 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
3,514 |
|
0.15 |
|
0.21 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
1,316 |
|
0.06 |
|
0.05 |
| ||
Total |
$ |
389,440 |
|
16.94 |
% |
22.88 |
% | ||
Edge
MidCap | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
16,620 |
|
13.66 |
% |
11.30 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
3,669 |
|
3.01 |
|
0.91 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
770 |
|
0.63 |
|
0.39 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
59,473 |
|
48.87 |
|
64.67 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
241 |
|
0.20 |
|
0.13 |
| ||
Total |
$ |
80,772 |
|
66.38 |
% |
77.40 |
% | ||
Global
Multi-Strategy | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
996 |
|
0.06 |
% |
0.02 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
55,127 |
|
3.25 |
|
2.90 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
83,177 |
|
4.90 |
|
4.88 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
86,127 |
|
5.07 |
|
6.86 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
10,951 |
|
0.64 |
|
0.24 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
16,504 |
|
0.97 |
|
0.98 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
4,906 |
|
0.29 |
|
0.08 |
| ||
Total |
$ |
257,788 |
|
15.18 |
% |
15.96 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2016
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
Global
Opportunities | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
96,075 |
|
2.90 |
% |
7.75 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
315,077 |
|
9.52 |
|
7.17 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
253,411 |
|
7.65 |
|
5.70 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
135,029 |
|
4.08 |
|
2.47 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
6,308 |
|
0.19 |
|
0.31 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
23,383 |
|
0.71 |
|
1.37 |
| ||
William Blair & Company,
L.L.C. |
William Blair & Company,
L.L.C. |
5,281 |
|
0.16 |
|
0.39 |
| ||
Total |
$ |
834,565 |
|
25.20 |
% |
25.14 |
% | ||
International
Equity Index | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
29,036 |
|
15.53 |
% |
13.33 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
43,502 |
|
23.26 |
|
22.62 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
367 |
|
0.20 |
|
0.17 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
736 |
|
0.39 |
|
0.09 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
453 |
|
0.24 |
|
0.20 |
| ||
Total |
$ |
74,094 |
|
39.62 |
% |
36.41 |
% | ||
International
Small Company | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
12 |
|
0.01 |
% |
0.00 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
6,211 |
|
4.56 |
|
4.30 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
4,318 |
|
3.17 |
|
1.64 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
5,064 |
|
3.72 |
|
1.31 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
90 |
|
0.07 |
|
0.06 |
| ||
Total |
$ |
15,695 |
|
11.52 |
% |
7.30 |
% | ||
Origin
Emerging Markets | |||||||||
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
$ |
407,966 |
|
64.53 |
% |
61.33 |
% | |
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
8,410 |
|
1.33 |
|
0.77 |
| ||
Total |
$ |
416,376 |
|
65.86 |
% |
62.09 |
% | ||
Small-MidCap
Dividend Income | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
156,585 |
|
15.63 |
% |
16.90 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
2,557 |
|
0.26 |
|
0.55 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
78,243 |
|
7.81 |
|
7.98 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
162,012 |
|
16.17 |
|
13.89 |
| ||
Baird Investment
Management |
Robert W. Baird &
Co. |
23,041 |
|
2.30 |
|
2.38 |
| ||
AllianceBernstein
L.P. |
Sanford C. Bernstein & Co.,
LLC |
2,176 |
|
0.22 |
|
0.37 |
| ||
Total |
$ |
424,614 |
|
42.38 |
% |
42.06 |
% | ||
Spectrum
Preferred and Capital Securities Income(2) | |||||||||
Columbus Circle
Investors |
Spectrum Asset
Management |
$ |
113,275 |
|
100.00 |
% |
100.00 |
% | |
Edge Asset Management,
Inc. |
|||||||||
Finisterre Capital
LLP |
|||||||||
Origin Asset Management
LLP |
|||||||||
Post Advisory Group,
LLC |
|||||||||
Principal Global Investors,
LLC |
|||||||||
Principal Real Estate
Investors, LLC |
|||||||||
Total |
$ |
113,275 |
|
100.00 |
% |
100.00 |
% |
Fund |
Sub-Advisor
Employed by
the Fund
Complex |
Affiliated
Broker |
2016
Fund's
Total
Commissions
Paid |
% of Fund's
Total
Commissions |
% of Dollar
Amount of Fund's Commissionable Transactions | ||||
SystematEx
International | |||||||||
Mellon Investments
Corporation (1) |
ConvergEx Execution Solutions,
LLC |
$ |
7 |
|
0.02 |
% |
0.00 |
% | |
Credit Suisse Asset Management,
LLC |
Credit Suisse,
Inc. |
8,988 |
|
22.72 |
|
27.28 |
| ||
J.P. Morgan Investment
Management, Inc. |
J.P. Morgan Securities
LLC |
159 |
|
0.40 |
|
0.35 |
| ||
American Century Investment
Management, Inc. |
Nomura Securities
International, Inc. |
1,421 |
|
3.59 |
|
1.71 |
| ||
Total |
$ |
10,575 |
|
26.74 |
% |
29.34 |
% |
Holdings of
Securities of Principal Funds, Inc. Regular Brokers and
Dealers | |||
Bond Market Index
Fund |
Barclays PLC |
1,409 |
|
Citigroup Inc |
6,468 |
| |
Credit Suisse Group
AG |
1,566 |
| |
Goldman Sachs Group
Inc/The |
7,477 |
| |
JPMorgan Chase &
Co |
9,570 |
| |
Morgan Stanley |
6,712 |
| |
Nomura Holdings
Inc |
524 |
| |
UBS Group AG |
567 |
| |
Capital Securities
Fund |
Barclays PLC |
1,141 |
|
Citigroup Inc |
10,559 |
| |
Credit Suisse Group
AG |
13,357 |
| |
JPMorgan Chase &
Co |
7,308 |
| |
Global Multi-Strategy
Fund |
JPMorgan Chase &
Co |
3,309 |
|
Nomura Holdings
Inc |
976 |
| |
UBS Group AG |
762 |
| |
Global Opportunities
Fund |
JPMorgan Chase &
Co |
13,285 |
|
International Equity Index
Fund |
Barclays PLC |
2,909 |
|
Credit Suisse Group
AG |
2,849 |
| |
Nomura Holdings
Inc |
1,181 |
| |
UBS Group AG |
4,477 |
| |
Spectrum Preferred and Capital
Securities Income Fund |
Barclays PLC |
103,328 |
|
Citigroup Inc |
200,844 |
| |
Credit Suisse Group
AG |
128,505 |
| |
Goldman Sachs Group
Inc/The |
60,596 |
| |
JPMorgan Chase &
Co |
282,023 |
| |
Morgan Stanley |
21,438 |
| |
• |
PGI serves as the investment
adviser to the underlying mutual funds in which the funds of funds invest,
sometimes as the discretionary advisor, and an affiliated investment
adviser may serve as sub-adviser to the mutual 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 adviser to a portion of a Multi-Managed Fund. This
raises a potential conflict because PGI's or an affiliated investment
adviser'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 adviser. |
• |
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 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.
|
• |
PGI uses a process to select
investment advisors that emphasizes the selection of PGI or
Principal-affiliated subadvisors that are determined to be qualified under
the Manager’s due diligence process. However, PGI will select an
unaffiliated subadvisor 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 reminds its investment
personnel who provide services to the funds of funds or Multi-Managed
Funds of PGI’s inherent conflicts of interest, and PGI’s duties of loyalty
and care as a fiduciary, and obtains a quarterly written affirmation from
each portfolio manager that he/she has employed the applicable methodology
in good faith in making investment decisions during the preceding quarter;
and |
Exchange
From Class |
Exchange
To Class |
A |
Institutional |
C |
A,
Institutional |
Institutional |
A, C,
R-6 |
• |
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;
and |
• |
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. |
• |
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. |
1) |
Daily to the Fund's portfolio
pricing services, Bloomberg LP, ICE Data Services, J.J. Kenny, J.P. Morgan
PricingDirect, Inc., Markit Partners, and Standard & Poor’s Securities
Evaluations, Inc. 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-advisers' proxy
service providers (Automatic Data Processing, Glass Lewis & Co., and
Institutional Shareholder Services (ISS)) to facilitate voting of proxies;
and |
5) |
To the Fund's custodian, The
Bank of New York Mellon, in connection with the custodial services it
provides to the Fund. |
Abacus Group
LLC |
Electra Information
Systems |
Moody's Analytics Knowledge
Services |
Abel Noser |
Electra Securities &
Reconciliation System |
Morgan
Stanley |
ACA Performance
Services |
eVestment
Alliance |
Morningstar,
Inc. |
Adobe |
Eze Castle |
MSCI Inc. |
Advent |
Eze Software
Group |
Northern
Trust |
Advent Custodial Data
(ACD) |
FactSet |
Omgeo LLC |
Advent Portfolio
Exchange |
FactSet Research Systems
Inc. |
Omgeo
TradeSuite |
Advise Technologies,
LLC |
Financial Recovery Technologies
(FRT) |
Open Finance,
LLC |
Algorithmics |
Financial Tracking Technologies
LLC |
Portware,
LLC |
Archway Technology Partners,
LLC |
FIS Global Asset
Management |
Pricing
Direct |
Ashland
Partners |
Fiserv Solutions,
Inc. |
PricewaterhouseCoopers,
LLP |
Barclays
Capital |
FundApps
Limited |
RBC |
Barra |
FX Connect |
Risk Metrics |
Barra Portfolio
Manager |
FX Transparency |
RR Donnelley and
Sons |
Black Mountain
Systems |
Global Link -
GTSS |
Russell Investments
Implementation Services, LLC |
BlackRock Solutions Aladdin
System |
Global Trading
Analytics |
SAP |
Bloomberg
Barclays |
Goldman Sachs |
SDL |
Bloomberg LP |
HUB Data |
SEI Global Services,
Inc. |
BNY Mellon |
IHS Markit LTD |
SEI Manager
Dashboard |
Broadridge |
INDATA |
Serena |
Broadridge Financial Solutions,
Inc. |
Indus Valley Partners
(IVP) |
SmartStream
Technologies |
Broadridge
Systems |
Infinit
Outsourcing |
SS&C Hedge Fund Services,
North America, Inc. |
Brown Brothers
Harriman |
Intercontinental Exchange,
Inc. |
SS&C
Technologies |
Capital Confirmation, Inc.
|
Investment Company Institute
(ICI) |
State Street Bank &
Trust |
Charles River |
Investor
Analytics |
State Street
Corporation |
Charles River
Development |
Investor Tools,
Inc. |
Style
Research |
Charles River Systems,
Inc. |
Iron Mountain |
SunGard/Protegent PTA/FIS
PTA |
Charles River Trading
System |
ITG |
Super
Derivatives |
Citco Fund
Services |
JPMorgan Chase |
Sybase Inc. |
Citigroup |
JPMorgan Worldwide Securities
Services |
Syntel Inc. |
Citigroup Global Transaction
Services |
JW Boarman |
Thomson
Reuters |
Confluence
Technologies |
KPMG |
TriOptima |
Cortland Capital Market
Services LLC |
Lend Amend |
Varden Technologies
Inc |
Convo |
LexisNexis |
Vermillion
Software |
COR-FS Ltd. |
Linedata |
Veritas |
Corporate Communication
Group |
Lionbridge |
Viteos Fund
Services |
DG3 |
Lipper |
WCI
Consulting |
Donnelley Financial
Solutions |
LiquidNet |
West Hedge |
DST Systems |
London Stock Exchange
Group |
Wilshire |
DTCC Derivatives Repository
Ltd. |
Markit WSO
Services |
Wolters
Kluwer |
DTI Global |
Merrill
Corporation |
Yield Book |
Eagle Investment Systems
Corp. |
Misys International Banking
Systems, Inc. |
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) |
CAPITAL
SECURITIES |
39.82% |
MORGAN STANLEY SMITH BARNEY
LLC |
DELAWARE |
MORGAN
STANLEY |
FOR THE EXCLUSIVE BENE OF ITS
CUST |
||||
1 NEW YORK PLZ FL
12 |
||||
NEW YORK NY
10004-1965 |
||||
CAPITAL
SECURITIES |
27.58% |
MLPF&S FOR THE SOLE BENEFIT
|
NEW YORK |
BANK OF
AMERICA |
OF ITS
CUSTOMERS |
CORPORATION | |||
ATTN FUND
ADMINISTRATION |
||||
4800 DEER LAKE DR E FL
3 |
||||
JACKSONVILLE FL
32246-6484 |
||||
DIVERSIFIED
REAL |
26.47% |
NATIONAL FINANCIAL SERVICES
LLC |
DELAWARE |
FIDELITY GLOBAL
|
ASSET |
FOR THE EXCL BENEFIT OF OUR
CUSTOMERS |
BROKERAGE GROUP, INC.
| ||
499 WASHINGTON
BLVD |
a wholly owned subsidiary
| |||
ATTN MUTUAL FUNDS DEPT 4TH
FL |
of FMR, LLC | |||
JERSEY CITY NJ
07310-1995 |
||||
EDGE MIDCAP |
26.60% |
SAM CONS GROWTH PORTFOLIO
PIF |
MARYLAND |
PRINCIPAL FUNDS,
INC. |
ATTN MUTUAL FUND
ACCOUNTING-H221 |
||||
711 HIGH ST |
||||
DES MOINES IA
50392-0001 |
||||
EDGE MIDCAP |
26.37% |
SAM BALANCED PORTFOLIO
PIF |
MARYLAND |
PRINCIPAL FUNDS,
INC. |
ATTN MUTUAL FUND ACCOUNTING
-H221 |
||||
711 HIGH ST |
||||
DES MOINES IA
50392-0001 |
||||
GLOBAL |
30.23% |
PRINCIPAL GLOBAL INVESTORS
LLC |
IOWA |
PRINCIPAL
GLOBAL |
OPPORTUNITIES |
ATTN JOEL BENNETT
801-9A08 |
INVESTORS
HOLDING | ||
801 GRAND AVE |
COMPANY (US) LLC (1) | |||
DES MOINES IA
50309-8000 |
||||
INTERNATIONAL |
38.88% |
PRINCIPAL LIFE INSURANCE CO
CUSTOMER |
IOWA |
PRINCIPAL FINANCIAL
|
EQUITY INDEX |
FBO PRINCIPAL FINANCIAL
GROUP |
SERVICES, INC.(1) | ||
OMNIBUS WRAPPED |
||||
ATTN PLIC PROXY
COORDINATOR |
||||
711 HIGH ST |
||||
DES MOINES IA
50392-0001 |
||||
INTERNATIONAL |
34.55% |
DIVERSIFIED GROWTH
ACCOUNT |
MARYLAND |
PRINCIPAL FUNDS,
INC. |
EQUITY INDEX |
ATTN MUTUAL FUND ACCOUNTING
H221 |
|||
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) |
MULTI-MANAGER |
43.28% |
THE PRINCIPAL TRUST FOR
POST-RETIREMENT |
DELAWARE |
PRINCIPAL HOLDING
|
EQUITY
LONG/SHORT |
FOR MEDICAL BENEFITS FOR EES
61021 |
COMPANY, LLC (1) | ||
ATTN STEPHANIE WATTS
711-4D79 |
||||
PRINCIPAL FINANCIAL
GROUP |
||||
DES MOINES IA
50392-0001 |
||||
MULTI-MANAGER |
25.83% |
SAM CONS GROWTH PORTFOLIO
PIF |
MARYLAND |
PRINCIPAL FUNDS,
INC. |
EQUITY
LONG/SHORT |
ATTN MUTUAL FUND
ACCOUNTING-H221 |
|||
711 HIGH ST |
||||
DES MOINES IA
50392-0001 |
||||
OPPORTUNISTIC |
25.78% |
NATIONAL FINANCIAL SERVICES
LLC |
DELAWARE |
FIDELITY GLOBAL
|
MUNICIPAL |
FOR THE EXCL BENEFIT OF OUR
CUSTOMERS |
BROKERAGE GROUP, INC.
| ||
499 WASHINGTON
BLVD |
a wholly owned subsidiary
| |||
ATTN MUTUAL FUNDS DEPT 4TH
FL |
of FMR, LLC | |||
JERSEY CITY NJ
07310-1995 |
||||
OPPORTUNISTIC |
25.25% |
MORGAN STANLEY SMITH BARNEY
LLC |
DELAWARE |
MORGAN
STANLEY |
MUNICIPAL |
FOR THE EXCLUSIVE BENE OF ITS
CUST |
|||
1 NEW YORK PLZ FL
12 |
||||
NEW YORK NY
10004-1965 |
||||
ORIGIN EMERGING
|
25.71% |
PRINCIPAL GLOBAL INVESTORS
TRUST CO |
DELAWARE |
DELAWARE
CHARTER |
MARKETS |
PRINCIPAL LIFETIME
HYBRID |
GUARANTEE AND
TRUST | ||
COLLECTIVE INVESTMENT
FUNDS |
||||
1300 SW 5TH AVE STE
3300 |
||||
PORTLAND OR
97201-5640 |
||||
SMALL-MIDCAP |
34.18% |
WELLS FARGO CLEARING SERVICES
LLC |
CALIFORNIA |
WELLS FARGO &
|
DIVIDEND INCOME |
SPECIAL CUSTODY A/C
EXCLUSIVE |
COMPANY | ||
FBO CUSTOMER |
||||
2801 MARKET ST |
||||
SAINT LOUIS MO
63103-2523 |
||||
SYSTEMATEX |
40.72% |
THE PRINCIPAL TRUST FOR
POST-RETIREMENT |
DELAWARE |
PRINCIPAL
HOLDING |
INTERNATIONAL |
FOR MEDICAL BENEFITS FOR EES
61021 |
COMPANY, LLC (1) | ||
ATTN STEPHANIE WATTS
711-4D79 |
||||
PRINCIPAL FINANCIAL
GROUP |
||||
DES MOINES IA
50392-0001 |
||||
(1) Principal Financial
Group, Inc. is the parent of Principal Financial Services, Inc.; Principal
Financial Services, Inc. is the parent both of Principal Life Insurance
Company and of Principal Global Holding Company (US), LLC; Principal Life
Insurance Company is the parent of Principal Holding Company, LLC.;
Principal Global Holding Company (US), LLC is the parent of Principal
Global Investors, LLC. |
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
BLUE CHIP (A) |
34.75% |
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 | ||
BLUE CHIP (A) |
7.36% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
211 MAIN
STREET | ||
SAN FRANCISCO CA
94105-1905 | ||
BLUE CHIP (C) |
23.07% |
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 | ||
BLUE CHIP (C) |
10.20% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
BLUE CHIP (C) |
9.19% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
BLUE CHIP (C) |
7.59% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
BLUE CHIP (C) |
7.33% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
211 MAIN
STREET | ||
SAN FRANCISCO CA
94105-1905 | ||
BLUE CHIP (C) |
7.06% |
AMERICAN ENTERPRISE INVESTMENT
SVC |
FBO
#41999970 | ||
707 2ND AVE
S | ||
MINNEAPOLIS MN
55402-2405 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
BLUE CHIP (I) |
21.34% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
BLUE CHIP (I) |
17.01% |
AMERICAN ENTERPRISE INVESTMENT
SVC |
FBO
#41999970 | ||
707 2ND AVE
S | ||
MINNEAPOLIS MN
55402-2405 | ||
BLUE CHIP (I) |
14.42% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
BLUE CHIP (I) |
9.24% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
BLUE CHIP (I) |
8.56% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
BLUE CHIP (I) |
7.36% |
LPL
FINANCIAL |
OMNIBUS CUSTOMER
ACCOUNT | ||
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
BLUE CHIP (R3) |
77.74% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R3) |
8.28% |
PRINCIPAL TRUST
COMPANY |
FBO SSP AMERICAN DEF COMP
PLAN | ||
ATTN SUSAN
SAGGIONE | ||
1013 CENTRE
RD | ||
WILMINGTON DE
19805-1265 | ||
BLUE CHIP (R4) |
80.80% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
BLUE CHIP (R4) |
5.33% |
PRINCIPAL TRUST
COMPANY |
FBO EXEC NQ EXCESS OF
BANCIRELAND | ||
ATTN SUSAN
SAGGIONE | ||
HOLDINGS | ||
1013 CENTRE
RD | ||
WILMINGTON DE
19805-1265 | ||
BLUE CHIP (R5) |
94.58% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
22.41% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
FBO PRINCIPAL FINANCIAL
GROUP | ||
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
13.59% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
12.50% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
9.67% |
SAM STRATEGIC GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
7.06% |
LIFETIME 2020
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BLUE CHIP (R6) |
6.20% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(I) |
20.24% |
LIFETIME 2020
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(I) |
18.91% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
BOND MARKET INDEX
(I) |
8.57% |
LIFETIME 2040
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(I) |
6.88% |
LIFETIME 2025
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(R1) |
86.52% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(R2) |
71.61% |
STATE STREET BANK AND TRUST
COMPANY |
TRUSTEE AND/OR
CUSTODIAN | ||
FBO ADP ACCESS
PRODUCT | ||
1 LINCOLN ST | ||
BOSTON MA
02111-2901 | ||
BOND MARKET INDEX
(R2) |
26.91% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(R3) |
78.93% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(R3) |
11.31% |
PRINCIPAL TRUST
COMPANY |
FBO EXEC NQ EXCESS OF MAGNECOMP
CORP | ||
ATTN SUSAN
SAGGIONE | ||
1013 CENTRE
RD | ||
WILMINGTON DE
19805-1265 | ||
BOND MARKET INDEX
(R4) |
83.20% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
BOND MARKET INDEX
(R5) |
68.14% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS | ||
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
BOND MARKET INDEX
(R5) |
7.95% |
FEDERAL REALTY INVESTMENT
TRUST |
FBO FEDERAL REALTY INVESTMENT
TRUST | ||
ATTN VICKIE
RALLS | ||
1626 E JEFFERSON
ST | ||
ROCKVILLE MD
20852-4041 | ||
CAPITAL SECURITIES
(S) |
39.82% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
CAPITAL SECURITIES
(S) |
27.58% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
CAPITAL SECURITIES
(S) |
20.46% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
CAPITAL SECURITIES
(S) |
5.29% |
WELLS FARGO BANK NA
FBO |
OMNIBUS ACCOUNT CASH/CASH
XXXX0 | ||
PO BOX 1533 | ||
MINNEAPOLIS MN
55480-1533 | ||
DIVERSIFIED REAL ASSET
(A) |
60.34% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
101 MONTGOMERY
ST | ||
SAN FRANCISCO CA
94104-4151 | ||
DIVERSIFIED REAL ASSET
(A) |
11.56% |
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 REAL ASSET
(C) |
13.18% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
DIVERSIFIED REAL ASSET
(C) |
11.33% |
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 |
Percentage
of Ownership |
Name and
Address of Owner |
DIVERSIFIED REAL ASSET
(C) |
10.81% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR EAST 3RD
FL | ||
JACKSONVILLE FL
32246-6484 | ||
DIVERSIFIED REAL ASSET
(C) |
10.53% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
DIVERSIFIED REAL ASSET
(C) |
7.68% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
DIVERSIFIED REAL ASSET
(C) |
5.43% |
UBS WM USA |
0O0 11011
6100 | ||
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
DIVERSIFIED REAL ASSET
(I) |
30.44% |
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 REAL ASSET
(I) |
15.88% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
211 MAIN
STREET | ||
SAN FRANCISCO CA
94105-1905 | ||
DIVERSIFIED REAL ASSET
(I) |
15.41% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FOR
THE | ||
BENEFIT OF
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
101 MONTGOMERY
ST | ||
SAN FRANCISCO CA
94104-4151 | ||
DIVERSIFIED REAL ASSET
(R3) |
87.95% |
PRINCIPAL TRUST
COMPANY |
FBO BLUE ROCK REFINISHING
SOLUTIONS LLC | ||
CASH BALANCE
PLAN | ||
2974 CLEVELAND AVE
N | ||
SAINT PAUL MN
55113-1101 | ||
DIVERSIFIED REAL ASSET
(R3) |
10.19% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN SEAN CLINES
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
DIVERSIFIED REAL ASSET
(R4) |
98.02% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN SEAN CLINES
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
DIVERSIFIED REAL ASSET
(R5) |
86.36% |
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 REAL ASSET
(R5) |
13.63% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN SEAN CLINES
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
DIVERSIFIED REAL ASSET
(R6) |
18.17% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
FBO PRINCIPAL FINANCIAL
GROUP | ||
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
DIVERSIFIED REAL ASSET
(R6) |
10.23% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
DIVERSIFIED REAL ASSET
(R6) |
7.39% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
DIVERSIFIED REAL ASSET
(R6) |
6.68% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
DIVERSIFIED REAL ASSET
(R6) |
5.28% |
NATIONAL FINANCIAL SERVICES
LLC |
499 WASHINGTON
BLVD | ||
JERSEY CITY NJ
07310-1995 | ||
DIVERSIFIED REAL ASSET
(R6) |
5.10% |
MAC & CO A/C
193733 |
ATTN MUTUAL FUND
OPS | ||
500 GRANT
STREET | ||
ROOM
151-1010 | ||
PITTSBURGH PA
15219-2502 | ||
EDGE MIDCAP (A) |
32.66% |
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 |
Percentage
of Ownership |
Name and
Address of Owner |
EDGE MIDCAP (A) |
11.03% |
IV REX RANCH
LTD |
1001 JANEHAVEN
LKS | ||
CLEBURNE TX
76033-6507 | ||
EDGE MIDCAP (I) |
32.83% |
TIAA-CREF TRUST CO CUST/TTEE
FBO |
RETIREMENT PLANS FOR WHICH
TIAA | ||
211 N BROADWAY STE
1000 | ||
SAINT LOUIS MO
63102-2748 | ||
EDGE MIDCAP (I) |
29.71% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
EDGE MIDCAP (I) |
16.10% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
EDGE MIDCAP (I) |
10.50% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
211 MAIN
STREET | ||
SAN FRANCISCO CA
94105-1905 | ||
EDGE MIDCAP
(R6) |
28.04% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
EDGE MIDCAP
(R6) |
27.80% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
EDGE MIDCAP
(R6) |
19.15% |
SAM STRATEGIC GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
EDGE MIDCAP
(R6) |
6.42% |
SAM CONS BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
EDGE MIDCAP
(R6) |
6.16% |
SAM FLEXIBLE INCOME PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 |
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
GLOBAL MULTI-STRATEGY
(A) |
24.28% |
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 | ||
GLOBAL MULTI-STRATEGY
(A) |
16.18% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
GLOBAL MULTI-STRATEGY
(A) |
10.15% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
GLOBAL MULTI-STRATEGY
(A) |
6.85% |
TD AMERITRADE INC FOR
THE |
EXCLUSIVE BENEFIT OF OUR
CLIENTS | ||
PO BOX 2226 | ||
OMAHA NE
68103-2226 | ||
GLOBAL MULTI-STRATEGY
(A) |
6.10% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
GLOBAL MULTI-STRATEGY
(C) |
23.28% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
GLOBAL MULTI-STRATEGY
(C) |
12.95% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
GLOBAL MULTI-STRATEGY
(C) |
12.18% |
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 MULTI-STRATEGY
(C) |
11.78% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
GLOBAL MULTI-STRATEGY
(C) |
7.55% |
UBS WM USA 0O0 11011
6100 |
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
GLOBAL MULTI-STRATEGY
(C) |
5.58% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
GLOBAL MULTI-STRATEGY
(I) |
22.96% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
GLOBAL MULTI-STRATEGY
(I) |
20.88% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
GLOBAL MULTI-STRATEGY
(I) |
12.95% |
UBS WM USA 0O0 11011
6100 |
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
GLOBAL MULTI-STRATEGY
(I) |
9.74% |
MLPF&S FOR THE SOLE BENEFIT
OF ITS CUSTOMERS |
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
GLOBAL MULTI-STRATEGY
(I) |
5.46% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
GLOBAL MULTI-STRATEGY
(I) |
5.31% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
GLOBAL MULTI-STRATEGY
(R6) |
16.31% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
GLOBAL MULTI-STRATEGY
(R6) |
14.22% |
LIFETIME 2020
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
GLOBAL MULTI-STRATEGY
(R6) |
12.22% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
GLOBAL MULTI-STRATEGY
(R6) |
10.42% |
WELLS FARGO BANK
NA |
PO BOX 1533 | ||
MINNEAPOLIS MN
55480-1533 | ||
GLOBAL MULTI-STRATEGY
(R6) |
5.39% |
DCGT AS TTEE AND/OR
CUST |
FBO CHS CUSTOM TARGET DATE FUND
OF | ||
ATTN NPIO TRADE
DESK | ||
FUNDS SEP
ACCTS | ||
711 HIGH
STREET | ||
DES MOINES IA
50392-0001 | ||
GLOBAL MULTI-STRATEGY
(R6) |
5.22% |
MORI &
CO |
922 WALNUT
ST | ||
MAILSTOP TBTS
2 | ||
KANSAS CITY MO
64106-1802 | ||
GLOBAL MULTI-STRATEGY
(R6) |
5.12% |
MARIL & CO FBO
NG |
C/O RELIANCE TRUST
COMPANY(WI) | ||
480 PILGRIM WAY STE
1000 | ||
GREEN BAY WI
54304-5280 | ||
GLOBAL OPPORTUNITIES
(A) |
30.18% |
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 OPPORTUNITIES
(A) |
6.40% |
LPL
FINANCIAL |
OMNIBUS CUSTOMER
ACCOUNT | ||
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
GLOBAL OPPORTUNITIES
(I) |
48.99% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN JOEL BENNETT
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
GLOBAL OPPORTUNITIES
(I) |
21.63% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
FBO PRINCIPAL FINANCIAL
GROUP | ||
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
GLOBAL OPPORTUNITIES
(I) |
14.77% |
BANKERS TRUST
COMPANY |
FBO DEF COMP FOR SELECT
INV | ||
PROFESSIONALS OF PFG AND
ITS | ||
ATTN MARK
HARRISON | ||
PO BOX 897 | ||
DES MOINES IA
50306-0897 | ||
GLOBAL OPPORTUNITIES
(I) |
10.04% |
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 EQUITY INDEX
(I) |
29.38% |
LPL
FINANCIAL |
OMNIBUS CUSTOMER
ACCOUNT | ||
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
INTERNATIONAL EQUITY INDEX
(I) |
28.04% |
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 EQUITY INDEX
(I) |
21.09% |
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 EQUITY INDEX
(I) |
8.60% |
PIMS/PRUDENTIAL
RETIREMENT |
AS NOMINEE FOR THE TTEE/CUST PL
008 | ||
EMPIRE TODAY, LLC
401(K) | ||
333 NORTHWEST
AVE | ||
NORTHLAKE IL
60164-1604 | ||
INTERNATIONAL EQUITY INDEX
(R1) |
48.05% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R1) |
11.30% |
FIDELITY INVESTMENTS INST OPER
CO INC |
FBO CERTON TECHNOLOGIES
INC | ||
401K PROFIT | ||
SHARING PLAN AND
TRUST | ||
100 MAGELLAN WAY
(KW1C) | ||
COVINGTON KY
41015-1999 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
INTERNATIONAL EQUITY INDEX
(R1) |
10.93% |
FIIOC |
FBO THE FIRST NATIONAL BANK OF
STIGLER 401K PLAN | ||
100 MAGELLAN WAY
(KW1C) | ||
COVINGTON KY
41015-1987 | ||
INTERNATIONAL EQUITY INDEX
(R1) |
5.57% |
FIIOC |
FBO CENTRAL PARK INSURANCE
AGENCY INC | ||
EMPLOYEES PROFIT SHARING
PLAN | ||
100 MAGELLAN
WAY | ||
COVINGTON KY
41015-1987 | ||
INTERNATIONAL EQUITY INDEX
(R1) |
5.21% |
FIIOC |
FBO GPS INSIGHT 401K
PLAN | ||
100 MAGELLAN WAY
(KW1C) | ||
COVINGTON KY
41015-1987 | ||
INTERNATIONAL EQUITY INDEX
(R2) |
65.94% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R2) |
19.10% |
STATE STREET BANK AND TRUST
COMPANY |
TRUSTEE AND/OR
CUSTODIAN | ||
FBO ADP ACCESS
PRODUCT | ||
1 LINCOLN ST | ||
BOSTON MA
02111-2901 | ||
INTERNATIONAL EQUITY INDEX
(R2) |
6.20% |
PAUL O'BRIEN
FBO |
CARDIOLOGY SPECIALISTS OF
401(K) PR | ||
4660 KENMORE
AVE | ||
ALEXANDRIA VA
22304-1313 | ||
INTERNATIONAL EQUITY INDEX
(R3) |
70.70% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R4) |
76.56% |
DCGT AS TTEE AND/OR
CUST |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R5) |
72.90% |
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 |
Percentage
of Ownership |
Name and
Address of Owner |
INTERNATIONAL EQUITY INDEX
(R5) |
9.85% |
WACHOVIA BANK NATIONAL
ASSOCIATION |
FBO DEF COMP PLAN OF CED INC
(PS DEF) | ||
ATTN SHELLEY
ANDERSON | ||
ONE WEST FOURTH
STREET | ||
WINSTON-SALEM NC
27101-3818 | ||
INTERNATIONAL EQUITY INDEX
(R6) |
42.48% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
FBO PRINCIPAL FINANCIAL
GROUP | ||
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R6) |
37.75% |
DIVERSIFIED GROWTH
ACCOUNT |
ATTN MUTUAL FUND ACCOUNTING
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R6) |
7.37% |
DIVERSIFIED BALANCED
ACCOUNT |
ATTN MUTUAL FUND ACCOUNTING
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL EQUITY INDEX
(R6) |
5.16% |
DIVERSIFIED GROWTH VOLATILITY
CONTROL ACCOUNT |
ATTN MUTUAL FUND ACCOUNTING
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(A) |
37.52% |
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 | ||
INTERNATIONAL SMALL COMPANY
(A) |
5.01% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
INTERNATIONAL SMALL COMPANY
(I) |
31.59% |
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 SMALL COMPANY
(I) |
24.65% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
INTERNATIONAL SMALL COMPANY
(I) |
16.13% |
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 |
Percentage
of Ownership |
Name and
Address of Owner |
INTERNATIONAL SMALL COMPANY
(I) |
11.50% |
THE GRABLE
FOUNDATION |
701 MARKET ST STE
1100 | ||
SAINT LOUIS MO
63101-1867 | ||
INTERNATIONAL SMALL COMPANY
(I) |
7.26% |
TD AMERITRADE INC FOR
THE |
EXCLUSIVE BENEFIT OF OUR
CLIENTS | ||
PO BOX 2226 | ||
OMAHA NE
68103-2226 | ||
INTERNATIONAL SMALL COMPANY
(I) |
5.15% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN JOEL BENNETT
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
17.80% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
13.55% |
LIFETIME 2040
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
9.95% |
LIFETIME 2020
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
8.74% |
LIFETIME 2050
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
6.41% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
5.53% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
INTERNATIONAL SMALL COMPANY
(R6) |
5.10% |
ATTN MUTUAL FUND
OPERATIONS |
MAC & CO A/C
239625 | ||
500 GRANT STREET ROOM
151-1010 | ||
PITTSBURGH PA
15219-2502 |
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
15.58% |
PRINCIPAL LIFE INSURANCE CO
CUST |
SEP IRA FEREYDOUN
SHAKOURI | ||
405 BARRIE
DR | ||
BEVERLY HILLS CA
90210-2601 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
14.14% |
PRINCIPAL LIFE INSURANCE CO
CUST |
IRA OF BURT A
WISE | ||
8597 MAGNOLIA BAY
LN | ||
MIRAMAR BEACH FL
32550-7884 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
13.53% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
13.14% |
DENNIS
LANIER |
HELEN DANIKAS-LANIER JTWROS
TOD | ||
SUBJECT TO STA TOD
RULES | ||
PO BOX 1700 | ||
COLUMBIA SC
29202-1700 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
12.64% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR THE EXCLUSIVE BENEFIT OF
OUR CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
7.98% |
PRINCIPAL LIFE INSURANCE CO
CUST |
IRA JOSEPH D
TRECKER | ||
702 4TH AVE | ||
COON RAPIDS IA
50058-1020 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(A) |
7.22% |
PRINCIPAL LIFE INSURANCE CO
CUST |
IRA BENJAMIN E
ROTENBERG | ||
118 GRAYLYN
DR | ||
CHAPEL HILL NC
27516-4454 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(I) |
38.53% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(I) |
36.49% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN JOEL BENNETT
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(I) |
24.97% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
MULTI-MANAGER EQUITY LONG/SHORT
(R6) |
43.34% |
THE PRINCIPAL TRUST FOR
POST-RETIREMENT |
FOR MEDICAL BENEFITS FOR
EMPLOYEES 61021 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(R6) |
25.87% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(R6) |
9.30% |
THE PRINCIPAL TRUST FOR
POST-RETIREMENT |
MEDICAL BENEFITS FOR INDIVIDUAL
FIELD 61022 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
MULTI-MANAGER EQUITY LONG/SHORT
(R6) |
9.03% |
MAC & CO A/C
298116 |
ATTN MUTUAL FUND
OPERATIONS | ||
500 GRANT STREET ROOM
151-1010 | ||
PITTSBURGH PA
15219-2502 | ||
OPPORTUNISTIC MUNICIPAL
(A) |
31.17% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
OPPORTUNISTIC MUNICIPAL
(A) |
19.14% |
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 | ||
OPPORTUNISTIC MUNICIPAL
(A) |
14.35% |
UBS WM USA 0O0 11011
6100 |
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
OPPORTUNISTIC MUNICIPAL
(A) |
9.33% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
OPPORTUNISTIC MUNICIPAL
(A) |
8.50% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
OPPORTUNISTIC MUNICIPAL
(I) |
30.37% |
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 |
Percentage
of Ownership |
Name and
Address of Owner |
OPPORTUNISTIC MUNICIPAL
(I) |
21.15% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
OPPORTUNISTIC MUNICIPAL
(I) |
17.29% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
OPPORTUNISTIC MUNICIPAL
(I) |
12.27% |
UBS WM USA |
0O0 11011
6100 | ||
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
OPPORTUNISTIC MUNICIPAL
(I) |
7.26% |
LPL
FINANCIAL |
OMNIBUS CUSTOMER
ACCOUNT | ||
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
OPPORTUNISTIC MUNICIPAL
(I) |
6.39% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
ORIGIN EMERGING MARKETS
(A) |
32.64% |
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 | ||
ORIGIN EMERGING MARKETS
(A) |
8.51% |
GLEN A MEYERS
AND |
JANAN S MEYERS
JTWROS | ||
917 N 11TH
ST | ||
KEOKUK IA
52632-4107 | ||
ORIGIN EMERGING MARKETS
(I) |
84.06% |
NATIONAL FINANCIAL SERVICES
LLC |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | ||
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
ORIGIN EMERGING MARKETS
(I) |
8.11% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
26.16% |
PRINCIPAL GLOBAL INVESTORS
TRUST CO |
PRINCIPAL LIFETIME
HYBRID | ||
COLLECTIVE INVESTMENT
FUNDS | ||
1300 SW 5TH AVE STE
3300 | ||
PORTLAND OR
97201-5640 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
ORIGIN EMERGING MARKETS
(R6) |
12.54% |
LIFETIME 2030
FUND |
ATTN MUTUAL FUND ACCOUNTING-
H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
12.14% |
LIFETIME 2040
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
8.17% |
LIFETIME 2050
FUND |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
7.41% |
SAM STRATEGIC GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
6.69% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
ORIGIN EMERGING MARKETS
(R6) |
6.41% |
SAM CONS GROWTH PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
16.59% |
WELLS FARGO CLEARING SERVICES
LLC |
CAPITAL SECURITIES INCOME
(A) |
SPECIAL CUSTODY ACCT FOR
THE | |
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
SPECTRUM PREFERRED
AND |
11.64% |
MLPF&S FOR THE
SOLE |
CAPITAL SECURITIES INCOME
(A) |
BENEFIT OF ITS
CUSTOMERS | |
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR EAST 3RD
FL | ||
JACKSONVILLE FL
32246-6484 | ||
SPECTRUM PREFERRED
AND |
10.09% |
NATIONAL FINANCIAL SERVICES
LLC |
CAPITAL SECURITIES INCOME
(A) |
FOR THE EXCL BENE OF OUR
CUSTOMERS | |
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
SPECTRUM PREFERRED
AND |
9.81% |
MORGAN STANLEY SMITH BARNEY
LLC |
CAPITAL SECURITIES INCOME
(A) |
FOR THE EXCLUSIVE BENE OF ITS
CUST | |
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SPECTRUM PREFERRED
AND |
7.38% |
UBS WM USA 0O0 11011
6100 |
CAPITAL SECURITIES INCOME
(A) |
OMNI ACCOUNT
M/F | |
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SPECTRUM PREFERRED
AND |
7.21% |
PERSHING LLC |
CAPITAL SECURITIES INCOME
(A) |
1 PERSHING
PLZ | |
JERSEY CITY NJ
07399-0001 | ||
SPECTRUM PREFERRED
AND |
5.37% |
CHARLES SCHWAB & CO
INC |
CAPITAL SECURITIES INCOME
(A) |
FBO SPECIAL CUSTODY
ACCOUNTS | |
ATTN MUTUAL
FUNDS | ||
211 MAIN ST | ||
SAN FRANCISCO CA
94105-1905 | ||
SPECTRUM PREFERRED
AND |
19.80% |
MLPF&S FOR THE
SOLE |
CAPITAL SECURITIES INCOME
(C) |
BENEFIT OF ITS
CUSTOMERS | |
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR EAST 3RD
FL | ||
JACKSONVILLE FL
32246-6484 | ||
SPECTRUM PREFERRED
AND |
18.36% |
WELLS FARGO CLEARING SERVICES
LLC |
CAPITAL SECURITIES INCOME
(C) |
SPECIAL CUSTODY ACCT FOR
THE | |
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
SPECTRUM PREFERRED
AND |
14.57% |
MORGAN STANLEY SMITH BARNEY
LLC |
CAPITAL SECURITIES INCOME
(C) |
FOR THE EXCLUSIVE BENE OF ITS
CUST | |
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
SPECTRUM PREFERRED
AND |
10.98% |
UBS WM USA 0O0 11011
6100 |
CAPITAL SECURITIES INCOME
(C) |
OMNI ACCOUNT
M/F | |
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SPECTRUM PREFERRED
AND |
5.40% |
PERSHING LLC |
CAPITAL SECURITIES INCOME
(C) |
1 PERSHING
PLZ | |
JERSEY CITY NJ
07399-0001 | ||
SPECTRUM PREFERRED
AND |
22.49% |
MLPF&S FOR THE SOLE BENEFIT
OF ITS CUSTOMERS |
CAPITAL SECURITIES INCOME
(I) |
ATTN FUND
ADMINISTRATION | |
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
SPECTRUM PREFERRED
AND |
13.51% |
NATIONAL FINANCIAL SERVICES
LLC |
CAPITAL SECURITIES INCOME
(I) |
FOR EXCLUSIVE BENEFIT OF OUR
CUSTOMERS | |
499 WASHINGTON
BLVD | ||
ATTN MUTUAL FUNDS DEPT 4TH
FL | ||
JERSEY CITY NJ
07310-1995 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SPECTRUM PREFERRED
AND |
12.95% |
RAYMOND
JAMES |
CAPITAL SECURITIES INCOME
(I) |
OMNIBUS FOR MUTUAL
FUNDS | |
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
SPECTRUM PREFERRED
AND |
11.09% |
WELLS FARGO CLEARING SERVICES
LLC |
CAPITAL SECURITIES INCOME
(I) |
SPECIAL CUSTODY ACCT FOR
THE | |
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
SPECTRUM PREFERRED
AND |
10.75% |
MORGAN STANLEY SMITH BARNEY
LLC |
CAPITAL SECURITIES INCOME
(I) |
FOR THE EXCLUSIVE BENE OF ITS
CUST | |
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
SPECTRUM PREFERRED
AND |
5.31% |
LPL
FINANCIAL |
CAPITAL SECURITIES INCOME
(I) |
OMNIBUS CUSTOMER
ACCOUNT | |
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
SPECTRUM PREFERRED
AND |
84.97% |
DCGT AS TTEE AND/OR
CUST |
CAPITAL SECURITIES INCOME
(R1) |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | |
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
8.03% |
FIIOC FBO |
CAPITAL SECURITIES INCOME
(R1) |
SUTTON ORTHOPAEDICS &
SPORTS | |
MEDICINE PC 401K PROFIT
SHARING | ||
100 MAGELLAN
WAY | ||
COVINGTON KY
41015-1987 | ||
SPECTRUM PREFERRED
AND |
6.17% |
MATRIX TRUST COMPANY CUST
FBO |
CAPITAL SECURITIES INCOME
(R1) |
DUNSTAN DENTAL CENTER, LLC
401(K) R | |
717 17TH ST STE
1300 | ||
DENVER CO
80202-3304 | ||
SPECTRUM PREFERRED
AND |
42.67% |
DCGT AS TTEE AND/OR
CUST |
CAPITAL SECURITIES INCOME
(R2) |
FBO PLIC VARIOUS RETIREMENT
PLANS OMNIBUS | |
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
39.91% |
MLPF&S FOR THE
SOLE |
CAPITAL SECURITIES INCOME
(R2) |
BENEFIT OF ITS
CUSTOMERS | |
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
3 | ||
JACKSONVILLE FL
32246-6484 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SPECTRUM PREFERRED
AND |
11.27% |
MID ATLANTIC TRUST COMPANY
FBO |
CAPITAL SECURITIES INCOME
(R2) |
TULLY RINCKEY PLLC 401(K)
PROFIT SH | |
1251 WATERFRONT PLACE SUITE
525 | ||
PITTSBURGH PA
15222-4228 | ||
SPECTRUM PREFERRED
AND |
5.38% |
GREAT-WEST TRUST COMPANY LLC
TTEE F |
CAPITAL SECURITIES INCOME
(R2) |
EMPLOYEE BENEFITS CLIENTS 401K
- FG | |
8515 E ORCHARD RD
2T2 | ||
GREENWOOD VILLAGE CO
80111-5002 | ||
SPECTRUM PREFERRED
AND |
57.64% |
DCGT AS TTEE AND/OR
CUST |
CAPITAL SECURITIES INCOME
(R3) |
FBO PLIC VARIOUS RETIREMENT
PLANS | |
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
10.57% |
PIMS/PRUDENTIAL
RETIREMENT |
CAPITAL SECURITIES INCOME
(R3) |
AS NOMINEE FOR THE TTEE/CUST PL
765 | |
ACME MONACO CORPORATION 401
K | ||
PO BOX 264 | ||
PLAINVILLE CT
06062-0264 | ||
SPECTRUM PREFERRED
AND |
8.98% |
FIIOC |
CAPITAL SECURITIES INCOME
(R3) |
FBO FLETCHER TILTON
PC | |
PROFIT SHARING PLAN AND
TRUST | ||
100 MAGELLAN
WAY | ||
COVINGTON KY
41015-1987 | ||
SPECTRUM PREFERRED
AND |
6.81% |
UBS WM USA |
CAPITAL SECURITIES INCOME
(R3) |
0O0 11011
6100 | |
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SPECTRUM PREFERRED
AND |
63.09% |
DCGT AS TTEE AND/OR
CUST |
CAPITAL SECURITIES INCOME
(R4) |
FBO PLIC VARIOUS RETIREMENT
PLANS | |
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
23.22% |
INTERACTIVE BROKERS
LLC |
CAPITAL SECURITIES INCOME
(R4) |
2 PICKWICK PLZ STE
202 | |
GREENWICH CT
06830-5576 | ||
SPECTRUM PREFERRED
AND |
47.63% |
DCGT AS TTEE AND/OR
CUST |
CAPITAL SECURITIES INCOME
(R5) |
FBO PLIC VARIOUS RETIREMENT
PLANS | |
OMNIBUS | ||
ATTN NPIO TRADE
DESK | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SPECTRUM PREFERRED
AND |
28.27% |
VANGUARD FIDUCIARY TRUST
CO |
CAPITAL SECURITIES INCOME
(R5) |
FBO 401K
CLIENTS | |
ATTN INVESTMENT
SERVICES | ||
PO BOX 2600 | ||
VALLEY FORGE PA
19482-2600 | ||
SPECTRUM PREFERRED
AND |
9.86% |
PRINCIPAL TRUST
COMPANY |
CAPITAL SECURITIES INCOME
(R5) |
FBO NQ DB OF AAA
ARIZONA | |
ATTN SUSAN
SAGGIONE | ||
1013 CENTRE
RD | ||
WILMINGTON DE
19805-1265 | ||
SPECTRUM PREFERRED
AND |
9.33% |
LUKE DAHLHEIMER
FBO |
CAPITAL SECURITIES INCOME
(R5) |
DAHLHEIMER BEVERAGE LLC
401K | |
PROFIT SHARING PLAN &
TRUST | ||
3360 CHELSEA RD
W | ||
MONTICELLO MN
55362-4412 | ||
SPECTRUM PREFERRED
AND |
40.87% |
WELLS FARGO BANK NA
FBO |
CAPITAL SECURITIES INCOME
(R6) |
OMNIBUS CASH CASH
XXXX0 | |
PO BOX 1533 | ||
MINNEAPOLIS MN
55480-1533 | ||
SPECTRUM PREFERRED
AND |
15.38% |
SAM FLEXIBLE INCOME PORTFOLIO
PIF |
CAPITAL SECURITIES INCOME
(R6) |
ATTN MUTUAL FUND
ACCOUNTING-H221 | |
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
13.58% |
SAM BALANCED PORTFOLIO
PIF |
CAPITAL SECURITIES INCOME
(R6) |
ATTN MUTUAL FUND ACCOUNTING
-H221 | |
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
7.75% |
SAM CONS BALANCED PORTFOLIO
PIF |
CAPITAL SECURITIES INCOME
(R6) |
ATTN MUTUAL FUND
ACCOUNTING-H221 | |
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
5.80% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
CAPITAL SECURITIES INCOME
(R6) |
FBO PRINCIPAL FINANCIAL
GROUP | |
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SPECTRUM PREFERRED
AND |
5.24% |
SAM CONS GROWTH PORTFOLIO
PIF |
CAPITAL SECURITIES INCOME
(R6) |
ATTN MUTUAL FUND
ACCOUNTING-H221 | |
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
REAL ESTATE DEBT INCOME
(A) |
73.57% |
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 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
REAL ESTATE DEBT INCOME
(I) |
41.62% |
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 DEBT INCOME
(I) |
28.48% |
LPL
FINANCIAL |
OMNIBUS CUSTOMER
ACCOUNT | ||
ATTN MUTUAL FUND
TRADING | ||
4707 EXECUTIVE
DR | ||
SAN DIEGO CA
92121-3091 | ||
REAL ESTATE DEBT INCOME
(I) |
14.11% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN JOEL BENNETT
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
REAL ESTATE DEBT INCOME
(I) |
11.14% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
REAL ESTATE DEBT INCOME
(R6) |
41.23% |
SAM FLEXIBLE INCOME PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
REAL ESTATE DEBT INCOME
(R6) |
37.30% |
SAM BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND ACCOUNTING
-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
REAL ESTATE DEBT INCOME
(R6) |
11.64% |
SAM CONS BALANCED PORTFOLIO
PIF |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
REAL ESTATE DEBT INCOME
(R6) |
5.78% |
SAM BALANCED PORTFOLIO
PVC |
ATTN MUTUAL FUND
ACCOUNTING-H221 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SMALL-MIDCAP DIVIDEND INCOME
(A) |
23.04% |
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 | ||
SMALL-MIDCAP DIVIDEND INCOME
(A) |
11.37% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SMALL-MIDCAP DIVIDEND INCOME
(A) |
8.92% |
CHARLES SCHWAB & CO
INC |
SPECIAL CUSTODY A/C FBO
CUSTOMERS | ||
ATTN MUTUAL
FUNDS | ||
211 MAIN
STREET | ||
SAN FRANCISCO CA
94105-1905 | ||
SMALL-MIDCAP DIVIDEND INCOME
(A) |
7.12% |
UBS WM USA |
0O0 11011
6100 | ||
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SMALL-MIDCAP DIVIDEND INCOME
(A) |
6.83% |
PERSHING LLC |
1 PERSHING
PLZ | ||
JERSEY CITY NJ
07399-0001 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
21.08% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
15.57% |
UBS WM USA |
0O0 11011
6100 | ||
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
11.12% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
9.43% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
8.15% |
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 | ||
SMALL-MIDCAP DIVIDEND INCOME
(C) |
6.40% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR EAST 3RD
FL | ||
JACKSONVILLE FL
32246-6484 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SMALL-MIDCAP DIVIDEND INCOME
(I) |
37.05% |
WELLS FARGO CLEARING SERVICES
LLC |
SPECIAL CUSTODY ACCT FOR
THE | ||
EXCLUSIVE BENEFIT OF
CUSTOMER | ||
2801 MARKET
ST | ||
SAINT LOUIS MO
63103-2523 | ||
SMALL-MIDCAP DIVIDEND INCOME
(I) |
22.68% |
RAYMOND
JAMES |
OMNIBUS FOR MUTUAL
FUNDS | ||
HOUSE ACCT FIRM
92500015 | ||
ATTN: COURTNEY
WALLER | ||
880 CARILLON
PKWY | ||
ST PETERSBURG FL
33716-1102 | ||
SMALL-MIDCAP DIVIDEND INCOME
(I) |
13.45% |
UBS WM USA |
0O0 11011
6100 | ||
OMNI ACCOUNT
M/F | ||
SPEC CDY A/C EBOC
UBSFSI | ||
1000 HARBOR
BLVD | ||
WEEHAWKEN NJ
07086-6761 | ||
SMALL-MIDCAP DIVIDEND INCOME
(I) |
6.68% |
MORGAN STANLEY SMITH BARNEY
LLC |
FOR THE EXCLUSIVE BENE OF ITS
CUST | ||
1 NEW YORK PLZ FL
12 | ||
NEW YORK NY
10004-1965 | ||
SMALL-MIDCAP DIVIDEND INCOME
(I) |
5.44% |
MLPF&S FOR THE
SOLE |
BENEFIT OF ITS
CUSTOMERS | ||
ATTN FUND
ADMINISTRATION | ||
4800 DEER LAKE DR E FL
2 | ||
JACKSONVILLE FL
32246-6484 | ||
SMALL-MIDCAP DIVIDEND INCOME
(R6) |
59.33% |
PRINCIPAL LIFE INS. COMPANY
CUST. |
FBO PRINCIPAL FINANCIAL
GROUP | ||
OMNIBUS
WRAPPED | ||
ATTN PLIC PROXY
COORDINATOR | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 | ||
SMALL-MIDCAP DIVIDEND INCOME
(R6) |
21.53% |
MATRIX TRUST COMPANY TRUSTEE
FBO |
FELHABER LARSON FENLON &
VOGT EMP | ||
PO BOX 52129 | ||
PHOENIX AZ
85072-2129 | ||
SMALL-MIDCAP DIVIDEND INCOME
(R6) |
7.77% |
TD AMERITRADE TRUST
COMPANY |
ATTN HOUSE | ||
PO BOX 17748 | ||
DENVER CO
80217-0748 | ||
SMALL-MIDCAP DIVIDEND INCOME
(R6) |
6.28% |
J. P. MORGAN SECURITIES
LLC |
FBO EXCLUSIVE BENEFIT OF OUR
CUST | ||
4 CHASE METROTECH
CTR | ||
BROOKLYN NY
11245-0003 | ||
Fund/Class |
Percentage
of Ownership |
Name and
Address of Owner |
SYSTEMATEX INTERNATIONAL
(I) |
100.00% |
PRINCIPAL GLOBAL INVESTORS
LLC |
ATTN JOEL BENNETT
801-9A08 | ||
801 GRAND
AVE | ||
DES MOINES IA
50309-8000 | ||
SYSTEMATEX INTERNATIONAL
(R6) |
40.95% |
THE PRINCIPAL TRST FOR
PST-RTRMENT |
FOR MEDICAL
BENEFITS | ||
FOR EMPLOYEES
61021 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
SYSTEMATEX INTERNATIONAL
(R6) |
22.62% |
PRINCIPAL
TRUST |
FOR HEALTH
BENEFITS | ||
FOR EMPLOYEES
61000 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
SYSTEMATEX INTERNATIONAL
(R6) |
8.84% |
THE PRINCIPAL TRUST
FOR |
POST-RETIREMENT MEDICAL
BENEFITS | ||
FOR INDIVIDUAL FIELD
61022 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
SYSTEMATEX INTERNATIONAL
(R6) |
8.74% |
PRINCIPAL TRUST FOR LIFE
INS |
BENEFITS FOR EMPLOYEES
61006 | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
PRINCIPAL FINANCIAL
GROUP | ||
DES MOINES IA
50392-0001 | ||
SYSTEMATEX INTERNATIONAL
(R6) |
7.44% |
PRINCIPAL TRUST FOR MEDICARE
ELIGIBLE |
POST-RETIREMENT MEDICAL
BENEFITS | ||
ATTN STEPHANIE WATTS
711-4D79 | ||
711 HIGH ST | ||
DES MOINES IA
50392-0001 |
Advisor: |
Principal
Global Investors, LLC (Edge Asset Management Portfolio
Managers) |
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: Edge
MidCap and Small-MidCap Dividend Income Funds |
||||
Registered investment
companies |
5 |
$10.8 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$76.1 million |
0 |
$0 |
Other accounts |
11 |
$2.3 billion |
0 |
$0 |
Theodore
Jayne: Edge MidCap
Fund |
||||
Registered investment
companies |
2 |
$1.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
0 |
$0 |
0 |
$0 |
Other accounts |
3 |
$86.1 million |
0 |
$0 |
Sarah E.
Radecki: Small-Mid
Cap Dividend Income Fund |
||||
Registered investment
companies |
0 |
$0 |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$76.1 million |
0 |
$0 |
Other accounts |
4 |
$2.1 billion |
0 |
$0 |
David W.
Simpson: Small-MidCap Dividend Income
Fund |
||||
Registered investment
companies |
2 |
$8.2 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$76.1 million |
0 |
$0 |
Other accounts |
5 |
$2.1 billion |
0 |
$0 |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned
by the
Portfolio Manager |
Daniel R.
Coleman |
Edge MidCap |
$500,001 -
$1,000,000 |
Daniel R.
Coleman |
Small-MidCap Dividend
Income |
$500,001 -
$1,000,000 |
Theodore Jayne |
Edge MidCap |
$50,001 -
$100,000 |
Sarah E.
Radecki |
Small-MidCap Dividend
Income |
$100,001 -
$500,000 |
David W.
Simpson |
Small-MidCap Dividend
Income |
Over
$1,000,000 |
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
Ibach: Global
Opportunities Fund | ||||
Registered Investment
Companies |
2 |
$312.7 million |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$9.9 million |
0 |
$0 |
Other accounts |
8 |
$2.3 billion |
1 |
$238.4
million |
Tiffany N.
Lavastida: International Small Company
Fund |
||||
Registered investment
companies |
5 |
$239.0 million |
0 |
$0 |
Other pooled investment
vehicles |
5 |
$2.0 billion |
0 |
$0 |
Other accounts |
18 |
$2.4 billion |
1 |
$135.8
million |
Mark R.
Nebelung: SystematEx International
Fund |
||||
Registered investment
companies |
31 |
$5.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
6 |
$159.1 million |
0 |
$0 |
Other accounts |
10 |
$100.0 million |
0 |
$0 |
K. William
Nolin: Blue Chip
Fund |
||||
Registered Investment
Companies |
2 |
$17.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
4 |
$2.6 billion |
0 |
$0 |
Other accounts |
40 |
$5.0 billion |
0 |
$0 |
Brian W.
Pattinson: International Small
Company Fund |
||||
Registered investment
companies |
16 |
$1.2 billion |
0 |
$0 |
Other pooled investment
vehicles |
9 |
$2.8 billion |
0 |
$0 |
Other accounts |
29 |
$2.4 billion |
1 |
$135.8
million |
Tom Rozycki:
Blue Chip
Fund |
||||
Registered Investment
Companies |
2 |
$17.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
4 |
$2.6 billion |
0 |
$0 |
Other accounts |
40 |
$5.0 billion |
0 |
$0 |
Mustafa
Sagun: Global
Opportunities Fund |
||||
Registered Investment
Companies |
2 |
$312.7 million |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$9.9 million |
0 |
$0 |
Other accounts |
8 |
$2.3 billion |
1 |
$238.4
million |
Jeffrey A.
Schwarte: International Equity
Index and SystematEx International
Funds | ||||
Registered investment
companies |
36 |
$17.2 billion |
0 |
$0 |
Other pooled investment
vehicles |
9 |
$36.9 billion |
0 |
$0 |
Other accounts |
10 |
$118.4 million |
0 |
$0 |
Aaron J.
Siebel: International Equity Index
Fund |
||||
Registered investment
companies |
17 |
$14.3 billion |
0 |
$0 |
Other pooled investment
vehicles |
4 |
$36.8 billion |
0 |
$0 |
Other accounts |
2 |
$7.0 million |
0 |
$0 |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned
by the
Portfolio Manager |
Christopher
Ibach |
Global
Opportunities |
Over
$1,000,000 |
Tiffany N.
Lavastida |
International Small
Company |
$100,001 -
$500,000 |
Mark R.
Nebelung |
SystematEx International
|
$100,001 -
$500,000 |
K. William
Nolin |
Blue Chip |
Over
$1,000,000 |
Brian W.
Pattinson |
International Small
Company |
Over
$1,000,000 |
Tom Rozycki |
Blue Chip |
Over
$1,000,000 |
Mustafa Sagun |
Global
Opportunities |
Over
$1,000,000 |
Jeffrey A.
Schwarte |
International Equity
Index |
None |
Jeffrey A.
Schwarte |
SystematEx International
|
$100,001 -
$500,000 |
Aaron J. Siebel |
International Equity
Index |
None |
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
Noble: Opportunistic
Municipal Fund |
||||
Registered Investment
Companies |
5 |
$1.1 billion |
0 |
$0 |
Other pooled investment
vehicles |
3 |
$127.1 million |
0 |
$0 |
Other accounts |
7 |
$711.4 million |
0 |
$0 |
Darryl
Trunnel: Bond
Market Index Fund |
||||
Registered investment
companies |
18 |
$3.3 billion |
0 |
$0 |
Other pooled investment
vehicles |
21 |
$10.8 billion |
0 |
$0 |
Other accounts |
17 |
$746.4 million |
2 |
$115.6
million |
James Welch:
Opportunistic
Municipal Fund |
||||
Registered Investment
Companies |
5 |
$1.1 billion |
0 |
$0 |
Other pooled investment
vehicles |
3 |
$127.1 million |
0 |
$0 |
Other accounts |
7 |
$711.4 million |
0 |
$0 |
Randy R.
Woodbury: Bond
Market Index Fund |
||||
Registered investment
companies |
41 |
$6.4 billion |
3 |
$565.1
million |
Other pooled investment
vehicles |
46 |
$11.9 billion |
0 |
$0 |
Other accounts |
60 |
$7.8 billion |
9 |
$1.0
billion |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned
by the
Portfolio Manager |
James Noble |
Opportunistic
Municipal |
$100,001 -
$500,000 |
Darryl Trunnel |
Bond Market
Index |
None |
James Welch |
Opportunistic
Municipal |
$100,001 -
$500,000 |
Randy R.
Woodbury |
Bond Market
Index |
None |
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 | |
Jake S.
Anonson: Diversified Real Asset and
Global Multi-Strategy Funds | ||||
Registered investment
companies |
2 |
$15.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$2.6 billion |
0 |
$0 |
Other accounts |
0 |
$0 |
0 |
$0 |
Jessica S.
Bush: Diversified Real
Asset and Global Multi-Strategy Funds | ||||
Registered investment
companies |
2 |
$15.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$2.6 billion |
0 |
$0 |
Other accounts |
0 |
$0 |
0 |
$0 |
Marcus W.
Dummer: Diversified Real Asset and
Global Multi-Strategy Funds | ||||
Registered investment
companies |
2 |
$15.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$2.6 billion |
0 |
$0 |
Other accounts |
0 |
$0 |
0 |
$0 |
Kelly A.
Grossman: Diversified Real
Asset and Global Multi-Strategy Funds | ||||
Registered investment
companies |
1 |
$15.4 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$2.6 billion |
0 |
$0 |
Other accounts |
0 |
$0 |
0 |
$0 |
Benjamin E.
Rotenberg: Diversified Real Asset
and Global Multi-Strategy Funds | ||||
Registered investment
companies |
2 |
$15.6 billion |
0 |
$0 |
Other pooled investment
vehicles |
1 |
$2.6 billion |
0 |
$0 |
Other accounts |
0 |
$0 |
0 |
$0 |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned
by the
Portfolio Manager |
Jake S. Anonson |
Diversified Real
Asset |
$50,001 -
$100,000 |
Jake S. Anonson |
Global
Multi-Strategy |
$50,001 -
$100,000 |
Jessica S. Bush |
Diversified Real
Asset |
$10,001 -
$50,000 |
Jessica S. Bush |
Global
Multi-Strategy |
$50,001 -
$100,000 |
Marcus W.
Dummer |
Diversified Real
Asset |
$100,001 -
$500,000 |
Marcus W.
Dummer |
Global
Multi-Strategy |
$100,001 -
$500,000 |
Kelly A.
Grossman |
Diversified Real
Asset |
$10,001 -
$50,000 |
Kelly A.
Grossman |
Global
Multi-Strategy |
$1 - $10,000 |
Benjamin E.
Rotenberg |
Diversified Real
Asset |
$100,001 -
$500,000 |
Benjamin E.
Rotenberg |
Global
Multi-Strategy |
$50,001 -
$100,000 |
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
T. Corbett:
Small-MidCap Growth Fund |
||||
Registered investment
companies |
3 |
$633.0 million |
0 |
$0 |
Other pooled investment
vehicles |
2 |
$35.0 million |
0 |
$0 |
Other accounts |
31 |
$1.3 billion |
0 |
$0 |
Clifford G.
Fox: Small-MidCap
Growth Fund |
||||
Registered investment
companies |
3 |
$633.0 million |
0 |
$0 |
Other pooled investment
vehicles |
2 |
$35.0 million |
0 |
$0 |
Other accounts |
31 |
$1.3 billion |
0 |
$0 |
Michael
Iacono:
Small-MidCap Growth Fund |
||||
Registered investment
companies |
3 |
$633.0 million |
0 |
$0 |
Other pooled investment
vehicles |
2 |
$35.0 million |
0 |
$0 |
Other accounts |
31 |
$1.3 billion |
0 |
$0 |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities
Owned by the
Portfolio Manager |
Christopher T.
Corbett |
Small-MidCap
Growth |
None |
Clifford G. Fox |
Small-MidCap
Growth |
None |
Michael Iacono |
Small-MidCap
Growth |
None |
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 | |
John
Birkhold: Origin
Emerging Markets Fund |
||||
Registered investment
companies |
1 |
$329.9 million |
0 |
$0 |
Other pooled investment
vehicles |
5 |
$582.1 million |
1 |
$63.7
million |
Other accounts |
9 |
$1.5 billion |
2 |
$296.0
million |
Chris
Carter: Origin
Emerging Markets Fund |
||||
Registered investment
companies |
1 |
$329.9 million |
0 |
$0 |
Other pooled investment
vehicles |
5 |
$582.1 million |
1 |
$63.7
million |
Other accounts |
9 |
$1.5 billion |
2 |
$296.0
million |
Nigel
Dutson: Origin
Emerging Markets Fund |
||||
Registered investment
companies |
1 |
$329.9 million |
0 |
$0 |
Other pooled investment
vehicles |
5 |
$582.1 million |
1 |
$63.7
million |
Other accounts |
9 |
$1.5 billion |
2 |
$296.0
million |
Tarlock
Randhawa: Origin
Emerging Markets Fund |
||||
Registered investment
companies |
1 |
$329.9 million |
0 |
$0 |
Other pooled investment
vehicles |
5 |
$582.1 million |
1 |
$63.7
million |
Other accounts |
9 |
$1.5 billion |
2 |
$296.0
million |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned by the Portfolio Manager |
John Birkhold |
Origin Emerging
Markets |
None |
Chris Carter |
Origin Emerging
Markets |
None |
Nigel Dutson |
Origin Emerging
Markets |
None |
Tarlock
Randhawa |
Origin Emerging
Markets |
None |
Sub-Advisor: |
Spectrum
Asset Management, Inc. |
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 | |
Fernando
("Fred") Diaz: Capital Securities and Spectrum
Preferred and Capital Securities Income Funds | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
Roberto
Giangregorio: Capital Securities
and Spectrum Preferred and Capital Securities Income
Funds | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
L. Phillip
Jacoby, IV: Capital Securities
and Spectrum Preferred and Capital Securities Income
Funds | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
Manu
Krishnan: Capital Securities and
Spectrum Preferred and Capital Securities Income Funds | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
Mark A.
Lieb: Capital Securities and
Spectrum Preferred and Capital Securities Income Funds | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
Kevin
Nugent: Spectrum Preferred and
Capital Securities Income Fund | ||||
Registered investment
companies |
5 |
$3.9 billion |
0 |
$0 |
Other pooled investment
vehicles |
10 |
$4.8 billion |
1 |
$11.0
million |
Other accounts |
49 |
$6.8 billion |
0 |
$0 |
• |
Changes in overall firm assets
under management, including those assets in the Fund. (Portfolio managers
are not directly incentivized to increase assets (“AUM”), although they
are indirectly compensated as a result of an increase in
AUM) |
• |
Portfolio performance (on a
pre-tax basis) relative to benchmarks measured
annually. |
• |
Contribution to client
servicing |
• |
Compliance with firm and/or
regulatory policies and procedures |
• |
Work
ethic |
• |
Seniority and length of
service |
• |
Contribution to overall
functioning of organization |
Portfolio
Manager |
PFI Funds
Managed by Portfolio Manager |
Dollar Range
of Securities Owned by the Portfolio Manager |
Fernando ("Fred")
Diaz |
Capital
Securities |
None |
Fernando ("Fred")
Diaz |
Spectrum Preferred and Capital
Securities Income |
None |
Roberto
Giangregorio |
Capital
Securities |
None |
Roberto
Giangregorio |
Spectrum Preferred and Capital
Securities Income |
$10,001 -
$50,000 |
L. Phillip Jacoby,
IV |
Capital
Securities |
None |
L. Phillip Jacoby,
IV |
Spectrum Preferred and Capital
Securities Income |
$100,001 -
$500,000 |
Manu Krishnan |
Capital
Securities |
None |
Manu Krishnan |
Spectrum Preferred and Capital
Securities Income |
$100,001 -
$500,000 |
Mark A. Lieb |
Capital
Securities |
None |
Mark A. Lieb |
Spectrum Preferred and Capital
Securities Income |
Over
$1,000,000 |
Kevin Nugent |
Spectrum Preferred and Capital
Securities Income |
None |
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. |
• |
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. |
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 |
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’. |
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. |
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’. |
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. |
Class
A |
|||||
Maximum
Offering Price Calculation |
|||||
NAV |
= |
Maximum Offering
Price | |||
(1-Sales Charge
Percentage) | |||||
Fund |
|||||
Blue Chip |
$25.56 |
= |
$27.05 |
||
(1-.0550) |
|||||
Diversified Real
Asset |
$11.23 |
= |
$11.67 |
||
(1-.0375) |
|||||
Edge MidCap |
$14.39 |
= |
$15.23 |
||
(1-.0550) |
|||||
Global
Multi-Strategy |
$10.64 |
= |
$11.05 |
||
(1-.0375) |
|||||
Global
Opportunities |
$3.50 |
= |
$3.70 |
||
(1-.0550) |
|||||
International Small
Company |
$10.41 |
= |
$11.02 |
||
(1-.0550) |
|||||
Opportunistic
Municipal |
$11.26 |
= |
$11.70 |
||
(1-.0375) |
|||||
Origin Emerging
Markets |
$10.63 |
= |
$11.25 |
||
(1-.0550) |
|||||
Small-MidCap Dividend
Income |
$13.96 |
= |
$14.77 |
||
(1-.0550) |
|||||
Spectrum Preferred and Capital
Securities Income |
$10.30 |
= |
$10.70 |
||
(1-.0375) |
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. |
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. |
1. |
The requesting PM Team’s
reasons for the decision; |
3. |
Notification to the Proxy
Voting Team and other appropriate personnel (including other Advisers
Portfolio Managers who may own the particular
security); |
4. |
A determination that the
decision is not influenced by any conflict of interest; and review
and |
• |
Restrictions for share
blocking countries;(2) |
• |
Casting a vote on a foreign
security may require that the adviser engage a
translator; |
• |
Restrictions on foreigners’
ability to exercise votes; |
• |
Requirements to vote proxies
in person; |
• |
Requirements to provide
local agents with power of attorney to facilitate the voting
instructions; |
• |
Untimely notice of
shareholder meeting; |
• |
Restrictions on the sale of
securities for a period of time in proximity to the shareholder
meeting. |
• |
Any request, whether written
(including e-mail) or oral, received by any Employee of the Advisers, must
be promptly reported to the Proxy Voting Team. All written requests must
be retained in the Client’s permanent
file. |
• |
The Proxy Voting Team
records the identity of the Client, the date of the request, and the
disposition (e.g., provided a written or oral response to Client’s
request, referred to third party, not a proxy voting client, other
dispositions, etc.) in a suitable place. |
• |
The Proxy Voting Team
furnishes the information requested to the Client within a reasonable time
period (generally within 10 business days). The Advisers maintain a copy
of the written record provided in response to Client’s written (including
e-mail) or oral request. A copy of the written response should be attached
and maintained with the Client’s written request, if applicable and
maintained in the permanent file. |
• |
Clients are permitted to
request the proxy voting record for the 5 year period prior to their
request. |
• |
Upon inadvertent receipt of
a proxy, the Advisers forward the proxy to ISS for voting, unless the
client has instructed otherwise. |
• |
The Advisers’ proxy voting
record is maintained by ISS. The Proxy Voting Team, with the assistance of
the Investment Accounting and SMA Operations Departments, periodically
ensures that ISS has |
• |
The Advisers maintain
documentation to support the decision to vote against the ISS
recommendation. |
• |
The Advisers maintain
documentation or any communications received from third parties, other
industry analysts, third party service providers, company’s management
discussions, etc. that were material in the basis for any voting
decision. |
1
*The
Advisers have various Portfolio Manager Teams organized by asset classes
and investment strategies. | |
2
*In
certain markets where share blocking occurs, shares must be “frozen” for
trading purposes at the custodian or sub-custodian in order to vote.
During the time that shares are blocked, any pending trades will not
settle. Depending on the market, this period can last from one day to
three weeks. Any sales that must be executed will settle late and
potentially be subject to interest charges or other punitive
fees. |
|
Global corporate governance
& |
|
engagement
principles |
|
|
|
February
2011 |
Contents |
| |
|
| |
Introduction to
BlackRock |
3 |
|
|
| |
Philosophy on corporate
governance |
3 |
|
|
| |
Corporate governance,
engagement and voting |
4 |
|
|
| |
Boards and
directors |
4 |
|
|
| |
Accounting and
audit-related issues |
5 |
|
|
| |
Capital structure, merger,
asset sales and other special transactions |
5 |
|
|
| |
Remuneration and
benefits |
6 |
|
|
| |
Social, ethical, and
environmental issues |
6 |
|
|
| |
General corporate governance
matters |
7 |
|
|
| |
BlackRock’s oversight of its
corporate governance activities |
7 |
|
|
| |
Oversight |
7 |
|
|
| |
Vote
execution |
7 |
|
|
| |
Conflicts
management |
8 |
|
|
| |
Voting
guidelines |
9 |
|
|
| |
Reporting |
9 |
|
1 Assets under
management are approximate, as of December 31, 2010, and are subject to
change. |
* |
Boards and
directors |
* |
Accounting and audit-related
issues |
* |
Capital structure, mergers,
asset sales and other special transactions |
* |
Remuneration and
benefits |
* |
Social, ethical and
environmental issues |
* |
General corporate governance
matters |
* |
establishing an appropriate
corporate governance structure; |
* |
overseeing and supporting
management in setting strategy; |
* |
ensuring the integrity of
financial statements; |
* |
making decisions regarding
mergers, acquisitions and disposals; |
* |
establishing appropriate
executive compensation structures; and |
* |
addressing business issues
including social, ethical and environmental issues when they have the
potential to materially impact company reputation and
performance. |
* |
current employment at the
company or a subsidiary; |
* |
former employment within the
past several years as an executive of the company; |
* |
providing substantial
professional services to the company and/or members of the company’s
management; |
* |
having had a substantial
business relationship in the past three years; |
* |
having, or representing a
shareholder with, a substantial shareholding in the
company; |
* |
being an immediate family
member of any of the aforementioned; and |
* |
interlocking
directorships. |
* |
BlackRock has adopted a
proxy voting oversight structure whereby the Corporate Governance
Committees oversee the voting decisions and other activities of the Global
Corporate Governance Group, and particularly its activities with respect
to voting in the relevant region of each committee’s
jurisdiction. |
* |
The Corporate Governance
Committees have adopted Guidelines for each region, which set forth the
firm’s views with respect to certain corporate governance and other issues
that typically arise in the proxy voting context. The Corporate
Governance Committee reserves the right to review voting decisions at any
time and to make voting decisions as necessary to ensure the independence
and integrity of the voting process. In addition, the Committee
receives periodic reports regarding the specific votes cast by the
Corporate Governance Group and regular updates on material process issues,
procedural changes and other matters of concern to the
Committee. |
* |
BlackRock’s Global Corporate
Governance Committee oversees the Global Head, the Corporate Governance
Group and the Corporate Governance Committees. The Global
Corporate Governance Committee conducts a review, at least annually, of
the proxy voting process to ensure compliance with BlackRock’s risk
policies and procedures. |
* |
BlackRock maintains a
reporting structure that separates the Global Head and Corporate
Governance Group from employees with sales responsibilities. In
addition, BlackRock maintains procedures to ensure that all engagements
with corporate issuers or dissident shareholders are managed consistently
and without regard to BlackRock’s relationship with the issuer of the
proxy or dissident shareholder. Within the normal course of
business, the Global Head or Corporate Governance Group may engage
directly with BlackRock clients, and with employees with sales
responsibilities, in discussions regarding general corporate governance
policy matters, and to otherwise ensure proxy-related client service
levels are met. The Global Head or Corporate Governance Group
does not discuss any specific voting matter with a client prior to the
disclosure of the vote decision to all applicable clients after the
shareholder meeting has taken place, except if the client is acting in the
capacity as issuer of the proxy or dissident shareholder and is engaging
through the established procedures independent of the client
relationship. |
* |
In certain instances,
BlackRock may determine to engage an independent fiduciary to vote proxies
as a further safeguard to avoid potential conflicts of interest or as
otherwise required by applicable law. The independent fiduciary
may either vote such proxies, or provide BlackRock with instructions as to
how to vote such proxies. In the latter case, BlackRock votes the proxy in
accordance with the independent fiduciary’s determination. Use
of an independent fiduciary has been adopted for voting the proxies
related to any company that is affiliated with BlackRock, or any company
that includes BlackRock employees on its board of
directors. |
I. |
PROCEDURES |
• |
Provides Clients with a
concise summary of its proxy voting policy, including information on how
Clients may obtain a copy of the proxy voting policy, and information on
how specific proxies related to each respective investment account were
voted. |
• |
Applies its proxy voting
policy according to the following voting guidelines and utilizes
Institutional Shareholder Services (ISS) to keep records of votes for each
Client. |
• |
Maintains proxy voting
records for inspection by each Client and/or governmental agency in order
to assist such parties in determining whether all proxies were voted and
whether such votes were consistent with
policy. |
• |
Monitors the proxy voting
process for any potential conflicts of interest and maintains processes to
address such issues appropriately. |
• |
Maintains this written proxy
voting policy (which may be updated and supplemented from time to
time). |
• |
Separation of chairman and
chief executive posts |
• |
Adjournment of a meeting
unless ISS Benchmark recommends a vote against management on this
proposal |
1. |
When voting items that have
a potential substantive financial or best interest impact, CCI generally
(although not always) VOTES FOR
the following
proposals: |
• |
Capitalization changes that
eliminate other classes of stock and voting
rights |
• |
Changes in capitalization
authorization for stock splits, stock dividends, and other specified
needs |
• |
Stock purchase plans with an
exercise price of not less than 85% FMV |
• |
Stock-based compensation
plans that are incentive based and not
excessive |
• |
Reductions in supermajority
vote requirements |
• |
Adoption of anti-greenmail
provisions |
• |
Say on Pay, Frequency and
Golden Parachute when in support of advisory shareholder votes and in
support of management compensation not deemed
excessive |
• |
Proposals seeking to
prohibit acceleration of the vesting of equity awards to senior executives
in the event of a change-in-control (except pro-rata vesting considering
the time elapsed and attainment of any related performance goals between
the award date and the change in control) |
3. |
When voting items which have
a potential substantive financial or best interest impact, CCI generally
(although not always) VOTES
AGAINST the
following proposals: |
a. |
Anti-Takeover, Auditors,
Bylaws, Capitalization, Compensation, Poison
Pill |
• |
Changes that add classes of
stock that are blank check in nature or that dilute the voting interest of
existing shareholders |
• |
Changes in capitalization
authorization where management does not offer an appropriate rationale or
that are contrary to the best interest of existing
shareholders |
◦ |
Anti-takeover and related
provisions which serve to prevent the majority of shareholders from
exercising their rights or effectively deter appropriate tender offers and
other offers |
◦ |
Reincorporation into a state
that has more stringent anti-takeover and related
provisions |
◦ |
Amendments to articles which
relax quorum requirements for special
resolutions |
◦ |
Amendments to bylaws that
would require super-majority shareholder votes to pass or repeal certain
provisions |
◦ |
Shareholder rights plans
that allow appropriate offers to shareholders to be blocked by the board
or trigger provisions which prevent legitimate offers from
proceeding |
◦ |
Exclusive venue charter
provisions if the company has not sufficiently proven that it has been
materially harmed by shareholder litigation outside its jurisdiction of
incorporation or if the company does not have sufficient governance
features in place |
◦ |
Proposals seeking to
restrict or prohibit shareholders’ ability to call special
meetings |
◦ |
Change-in-control provisions
in non-salary compensation plans, employment contracts, and severance
agreements that benefit management and would be costly to shareholders if
triggered |
◦ |
Adoption of option
plans/grants to directors or employees of related
companies |
◦ |
Lengthening internal
auditors’ term in office to four years |
◦ |
Audit committee for
excessive non-audit fees |
b. |
Discharging directors,
auditors, members of the management board and/or the supervisory
board |
• |
If there are egregious
governance issues where shareholders will bring legal action against the
company or its directors |
• |
If there are specific
concerns about actions of the board such as criminal wrongdoing or breach
of fiduciary responsibilities |
c. |
Director-Related |
• |
Proposals to classify a
board |
• |
Lengthening of terms of
directors |
• |
Director(s) directly
responsible for a company’s fraudulent or criminal
act |
• |
Director(s) for malfeasance
or illegal/unethical activity or scandal |
• |
Director(s) who holds both
the offices of chairman and CEO as market practice permits based on
recommended best practices and local governance
standards |
• |
Directors who serve as
members of the Audit Committee and a material weakness has risen to a
level of serious concern, there are chronic internal control issues, or if
there is an absence of established effective control
mechanisms |
• |
Directors who attended less
than 75% of the board and committee meetings during the previous fiscal
year (absent a valid excuse) |
• |
Directors when nominee is an
affiliated director based on an interlocking directorship with a company
executive |
• |
Directors when nominee is
not a CEO and sits on more than 6 public company
boards |
• |
Directors when nominee is
non-independent and the board lacks an audit, compensation or nominating
committee |
• |
Directors who are
non-independent and the full board fails to meet best market standards
with respect to board independence
requirements |
• |
Directors who are
non-independent and serve on key committees as market practice permits
based on recommended best practices and local governance
standards |
• |
Incumbent directors if the
board adopted or renewed a poison pill without shareholder approval during
the current or prior year |
• |
Incumbent directors if the
board failed to act on a shareholder proposal that received approval by a
majority of the shares outstanding the previous
year |
• |
Incumbent directors if, at
the previous board election, any director received more than 50% withhold/
against votes of the shares cast and the company has failed to address the
underlying issue(s) that caused the high withhold/against
vote |
• |
Incumbent directors if the
board amends the company's bylaws or charter without shareholder approval
in a manner that materially diminishes shareholders'
rights |
4. |
In instances of ISS
referrals, issues that are company-specific or which have extenuating
circumstances warranting addition review, or on issues where Columbus
Circle’s proxy voting guidelines are silent, CCI generally votes on a
case-by-case basis. |
B. |
Shareholder
Proposals |
1. |
When voting shareholder
proposals, CCI generally (although not always) VOTES FOR
the following
proposals: |
• |
Auditor attendance at the
annual meeting of shareholders |
• |
Annual election of the
board |
• |
Equal access to proxy
process |
• |
Submission of shareholder
rights plan poison pill to vote or redeem |
• |
Reduction or elimination
various anti-takeover related provisions |
• |
Reduction or elimination of
super-majority vote requirements |
• |
Anti-greenmail
provisions |
• |
Submission of audit firm
ratification to shareholder votes |
• |
Audit firm rotations every
five or more years |
• |
Requirement to expense stock
options |
• |
Establishment of holding
periods limiting executive stock sales |
• |
Report on executive
retirement benefit plans |
• |
Requirements for two-thirds
of board to be independent |
• |
Separation of chairman and
chief executive posts |
• |
Adoption of a majority of
votes cast standard for directors in uncontested elections, unless no
carve-out for a plurality vote standard in contested elections
exists |
• |
Requirements for an
independent board chairman |
2. |
When voting shareholder
proposals, CCI generally (although not always) votes AGAINST the following
proposals: |
• |
Requirements for directors
to own large amounts of stock before being eligible for
election |
• |
Restoration of cumulative
voting in the election of directors |
• |
Reports which are costly to
provide or which would require duplicative efforts or expenditures which
are of a non-business nature or would provide no pertinent information
from the perspective of ERISA
shareholders |
• |
Restrictions related to
social, political or special interest issues which impact the ability of
the company to do business or be competitive and which have a significant
financial or best interest impact, such as specific boycotts or
restrictions based on political, special interest or international trade
considerations; restrictions on political contributions; and the Valdez
principles |
• |
Restrictions banning future
stock option grants to executives except in extreme
cases |
• |
Proposals to restrict or
prohibit shareholders’ ability to act by written
consent |
• |
Proposals to restrict or
prohibit shareholders’ ability to call special
meetings |
3. |
In instances of certain
shareholder proposals, CCI generally votes such proposals on a case-by-
case basis: |
• |
Prohibition or restriction
of auditors from engaging in non-audit services (auditors will be voted
against if non-audit fees are greater than audit and audit-related fees,
and permitted tax fees combined |
• |
Requirements that stock
options be performance-based |
• |
Submission of extraordinary
pension benefits for senior executives under a company’s SERP for
shareholder approval |
• |
Shareholder access to
nominate board members |
• |
Requiring offshore companies
to reincorporate into the United States |
III. |
OUTSIDE
ACTIVITIES & CONFLICTS OF INTEREST |
• |
a copy of the
Policy; |
• |
a copy of each proxy
statement received on behalf of Credit Suisse
clients; |
• |
a record of each vote cast
on behalf of Credit Suisse clients; |
• |
a copy of all documents
created by Credit Suisse personnel that were material to making a decision
on a vote or that memorializes the basis for the decision;
and |
• |
a copy of each written
request by a client for information on how Credit Suisse voted proxies, as
well as a copy of any written response. |
• |
Proposals to provide
management with the authority to adjourn an annual or special meeting will
be determined on a case-by-case basis. |
• |
Proposals to reduce quorum
requirements for shareholder meetings below a majority of the shares
outstanding will be determined on a case-by-case
basis. |
• |
Generally vote for bylaw or
charter changes that are of a housekeeping
nature. |
• |
Generally vote for
management proposals to change the date/time/location of the annual
meeting unless the proposed change is unreasonable. Generally
vote against shareholder proposals to change the date/time/location of the
annual meeting unless the current scheduling or location is
unreasonable. |
• |
Generally vote for proposals
to ratify auditors unless: (1) an auditor has a financial interest in or
association with the company, and is therefore not independent; (2) fees
for non-audit services are excessive, or (3) 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. Generally vote on a case-by-case basis on shareholder
proposals asking companies to prohibit their auditors from engaging in
non-audit services (or capping the level of non-audit
services). Generally vote on a case-by-case basis on auditor
rotation proposals taking into consideration: (1) tenure of audit firm;
(2) establishment and disclosure of a renewal process whereby the auditor
is regularly evaluated for both audit quality and competitive price; (3)
length of the rotation period advocated in the proposal, and (4)
significant audit related issues. |
• |
Generally votes on director
nominees on a case-by-case basis. Votes may be withheld: (1)
from directors who attended less than 75% of the board and committee
meetings without a valid reason for the absences; (2) implemented or
renewed a dead-hand poison pill; (3) ignored a shareholder proposal that
was approved by a majority of the votes cast for two consecutive years;
(4) ignored a shareholder proposal approved by a majority of the shares
outstanding; (5) have failed to act on takeover offers where the majority
of the shareholders have tendered their shares; (6) are inside directors
or affiliated outside directors and sit on the audit, compensation, or
nominating committee; (7) are inside directors or affiliated outside
directors and the full board serves as the audit, compensation, or
nominating committee or the company does not have one of these committees;
or (8) are audit committee members and the non-audit fees paid to the
auditor are excessive. |
• |
Proposals to eliminate
cumulative voting will be determined on a case-by-case basis. Proposals to
restore or provide for cumulative voting in the absence of sufficient good
governance provisions and/or poor relative shareholder returns will be
determined on a case-by-case basis. |
• |
Proposals on director and
officer indemnification and liability protection generally evaluated on a
case-by-case basis. Generally vote against proposals that
would: (1) eliminate entirely directors' and officers' liability for
monetary damages for violating the duty of care; or (2) expand coverage
beyond just legal expenses to acts, such as negligence, that are more
serious violations of fiduciary obligation than mere
carelessness. Generally vote for only those proposals providing
such expanded coverage in cases when a director's or officer's legal
defense was unsuccessful if: (1) the director 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. |
• |
Generally vote against
proposals that provide that directors may be removed only for
cause. Generally vote for proposals to restore shareholder
ability to remove directors with or without cause. Proposals
that provide that only continuing directors may elect replacements to fill
board vacancies will be determined on a case-by-case
basis. Generally vote for proposals that permit shareholders to
elect directors to fill board vacancies. |
• |
Generally vote for
shareholder proposals requiring the position of chairman be filled by an
independent director unless there are compelling reasons to recommend
against the proposal, including: (1) designated lead director, elected by
and from the independent board members with clearly delineated duties; (2)
2/3 independent board; (3) all independent key committees; or (4)
established governance guidelines. |
• |
Generally vote for
shareholder proposals requiring that the board consist of a majority or
substantial majority (two-thirds) of independent directors unless the
board composition already meets the adequate
threshold. Generally vote for shareholder proposals requiring
the board audit, compensation, and/or nominating committees be composed
exclusively of independent directors if they currently do not meet that
standard. Generally withhold votes from insiders and affiliated
outsiders sitting on the audit, compensation, or nominating
committees. Generally withhold votes from insiders and
affiliated outsiders on boards that are lacking any of these three
panels. Generally withhold votes from insiders and affiliated
outsiders on boards that are not at least majority
independent. |
• |
Generally vote against
shareholder proposals to limit the tenure of outside
directors. |
• |
Votes in a contested
election of directors should be decided on a case-by-case basis, with
shareholders determining which directors are best suited to add value for
shareholders. The major decision factors are: (1) company
performance relative to its peers; (2) strategy of the incumbents versus
the dissidents; (3) independence of directors/nominees; (4) experience and
skills of board candidates; (5) governance profile of the company; (6)
evidence of management entrenchment; (7) responsiveness to shareholders;
or (8) whether takeover offer has been
rebuffed. |
• |
Proposals giving the board
exclusive authority to amend the bylaws will be determined on a
case-by-case basis. Proposals giving the board the ability to
amend the bylaws in addition to shareholders will be determined on a
case-by-case basis. |
• |
Generally vote for
shareholder proposals requesting that corporations adopt confidential
voting, use independent vote tabulators and use independent inspectors of
election, as long as the proposal includes a provision for proxy contests
as follows: In the case of a contested election, management should be
permitted to request that the dissident group honor its confidential
voting policy. If the dissidents agree, the policy may remain
in place. If the dissidents will not agree, the confidential
voting policy may be waived. Generally vote for management
proposals to adopt confidential voting. |
• |
Proposals to eliminate
cumulative voting will be determined on a case-by-case
basis. Proposals to restore or provide for cumulative voting in
the absence of sufficient good governance provisions and/or poor relative
shareholder returns will be determined on a case-by-case
basis. |
• |
Advance Notice Requirements
for Shareholder Proposals/Nominations |
• |
Votes on advance notice
proposals are determined on a case-by-case
basis. |
• |
Proposals giving the board
exclusive authority to amend the bylaws will be determined on a
case-by-case basis. Generally vote for proposals giving the
board the ability to amend the bylaws in addition to
shareholders. |
• |
Generally vote for
shareholder proposals requesting that the company submit its poison pill
to a shareholder vote or redeem it. Votes regarding management
proposals to ratify a poison pill should be determined on a case-by-case
basis. Plans should embody the following attributes: (1) 20% or
higher flip-in or flip-over; (2) two to three year sunset provision; (3)
no dead-hand or no-hand features; or (4) shareholder redemption
feature. |
• |
Generally vote against
proposals to restrict or prohibit shareholders' ability to take action by
written consent. Generally vote for proposals to allow or make
easier shareholder action by written
consent. |
• |
Proposals to restrict or
prohibit shareholders' ability to call special meetings or that remove
restrictions on the right of shareholders to act independently of
management will be determined on a case-by-case
basis. |
• |
Proposals to require a
supermajority shareholder vote will be determined on a case-by-case basis
Proposals to lower supermajority vote requirements will be determined on a
case-by-case basis. |
• |
Generally vote for proposals
to restore, or provide shareholders with, rights of
appraisal. |
• |
Generally vote case-by-case
on asset purchase proposals, taking into account: (1) purchase price,
including earnout and contingent payments; (2) fairness opinion; (3)
financial and strategic benefits; (4) how the deal was negotiated; (5)
conflicts of interest; (6) other alternatives for the business; or (7)
noncompletion risk (company's going concern prospects, possible
bankruptcy). |
• |
Votes on asset sales should
be determined on a case-by-case basis after considering: (1) impact on the
balance sheet/working capital; (2) potential elimination of diseconomies;
(3) anticipated financial and operating benefits; (4) anticipated use of
funds; (5) value received for the asset; fairness opinion (if any); (6)
how the deal was negotiated; or (6) Conflicts of
interest. |
• |
Votes on proposals regarding
conversion of securities are determined on a case-by-case basis. When
evaluating these proposals, should review (1) dilution to existing
shareholders' position; (2) conversion price relative to market value; (3)
financial issues: company's financial situation and degree of need for
capital; effect of the transaction on the company's cost of capital; (4)
control issues: change in management; change in control; standstill
provisions and voting agreements; guaranteed contractual board and
committee seats for investor; veto power over certain corporate actions;
(5) termination penalties; (6) conflict of interest: arm's length
transactions, managerial incentives. Generally vote for the
conversion if it is expected that the company will be subject to onerous
penalties or will be forced to file for bankruptcy if the transaction is
not approved. |
• |
Votes on proposals to
increase common and/or preferred shares and to issue shares as part of a
debt restructuring plan are determined on a case-by-case basis, after
evaluating: (1) dilution to existing shareholders' position; (2) terms of
the offer; (3) financial issues; (4) management's efforts to pursue other
alternatives; (5) control issues; (6) conflict of
interest. Generally vote for the debt restructuring if it is
expected that the company will file for bankruptcy if the transaction is
not approved. |
• |
Votes on proposals to
increase common and/or preferred shares and to issue shares as part of a
debt restructuring plan are determined on a case-by-case basis, after
evaluating: (1) dilution to existing shareholders' position; (2) terms of
the offer; (3) financial issues; (4) management's efforts to pursue other
alternatives; (5) control issues; (6) conflict of
interest. Generally vote for the debt restructuring if it is
expected that the company will file for bankruptcy if the transaction is
not approved. |
• |
Votes on proposals regarding
the formation of a holding company should be determined on a case-by-case
basis taking into consideration: (1) the reasons for the change; (2) any
financial or tax benefits; (3) regulatory benefits; (4) increases in
capital structure; (5) changes to the articles of incorporation or bylaws
of the company. Absent compelling financial reasons to
recommend the transaction, generally vote against the formation of a
holding company if the transaction would include either of the following:
(1) increases in common or preferred stock in excess of the allowable
maximum as calculated a model capital structure; (2) adverse changes in
shareholder rights; (3) going private transactions; (4) votes going
private transactions on a case-by-case basis, taking into account: (a)
offer price/premium; (b) fairness opinion; (c) how the deal was
negotiated; (d) conflicts of interest; (e) other alternatives/offers
considered; (f) noncompletion risk. |
• |
Vote on a case-by-case basis
on proposals to form joint ventures, taking into account: (1) percentage
of assets/business contributed; (2) percentage ownership; (3) financial
and strategic benefits; (4) governance structure; (5) conflicts of
interest; (6) other alternatives; (7) noncompletion risk; (8)
liquidations. Votes on liquidations should be determined on a
case-by-case basis after reviewing: (1) management's efforts to pursue
other alternatives such as mergers; (2) appraisal value of the assets
(including any fairness opinions); (3) compensation plan for executives
managing the liquidation. Generally vote for the liquidation if
the company will file for bankruptcy if the proposal is not
approved. |
• |
Votes on mergers and
acquisitions should be considered on a case-by-case basis, determining
whether the transaction enhances shareholder value by giving consideration
to: (1) prospects of the combined companies; (2) anticipated financial and
operating benefits; (3) offer price; (4) fairness opinion; (5) how the
deal was negotiated; (6) changes in corporate governance and their impact
on shareholder rights; (7) change in the capital structure; (8) conflicts
of interest. |
• |
Votes on proposals regarding
private placements should be determined on a case-by-case basis. When
evaluating these proposals, should review: (1) dilution to existing
shareholders' position; (2) terms of the offer; (3) financial issues; (4)
management's efforts to pursue alternatives such as mergers; (5) control
issues; (6) conflict of interest. Generally vote for the
private placement if it is expected that the company will file for
bankruptcy if the transaction is not
approved. |
• |
Votes on proposals to
increase common and/or preferred shares and to issue shares as part of a
debt restructuring plan are determined on a case-by-case basis, after
evaluating: (1) dilution to existing shareholders' position; (2) terms of
the offer; (3) financial issues; (4) management's efforts to pursue other
alternatives; (5) control issues; (6) conflict of
interest. Generally vote for the debt restructuring if it is
expected that the company will file for bankruptcy if the transaction is
not approved. |
• |
Votes case-by-case on
recapitalizations (reclassifications of securities), taking into account:
(1) more simplified capital structure; (2) enhanced liquidity; (3)
fairness of conversion terms, including fairness opinion; (4) impact on
voting power and dividends; (5) reasons for the reclassification; (6)
conflicts of interest; (7) other alternatives
considered. |
• |
Generally vote for
management proposals to implement a reverse stock split when the number of
authorized shares will be proportionately reduced. Generally
vote for management proposals to implement a reverse stock split to avoid
delisting. Votes on proposals to implement a reverse stock
split that do not proportionately reduce the number of shares authorized
for issue should be determined on a case-by-case
basis. |
• |
Votes on spinoffs should be
considered on a case-by-case basis depending on: (1) tax and regulatory
advantages; (2) planned use of the sale proceeds; (3) valuation of
spinoff; fairness opinion; (3) benefits that the spinoff may have on the
parent company including improved market focus; (4) conflicts of interest;
managerial incentives; (5) any changes in corporate governance and their
impact on shareholder rights; (6) change in the capital
structure. |
• |
Vote case-by-case on
shareholder proposals seeking to maximize shareholder
value. |
• |
Generally vote for
management proposals to reduce the par value of common stock unless the
action is being taken to facilitate an antitakeover device or some other
negative corporate governance action. Generally vote for
management proposals to eliminate par
value. |
• |
Votes on proposals to
increase the number of shares of common stock authorized for issuance are
determined on a case-by-case basis. Generally vote against
proposals at companies with dual-class capital structures to increase the
number of authorized shares of the class of stock that has superior voting
rights. Generally vote for proposals to approve increases
beyond the allowable increase when a company's shares are in danger of
being delisted or if a company's ability to continue to operate as a going
concern is uncertain. |
• |
Generally vote against
proposals to create a new class of common stock with superior voting
rights. Generally vote for proposals to create a new class of
nonvoting or subvoting common stock if: (1) it is intended for financing
purposes with minimal or no dilution to current shareholders; (2) it is
not designed to preserve the voting power of an insider or significant
shareholder. |
• |
Generally vote against
proposals that increase authorized common stock for the explicit purpose
of implementing a shareholder rights
plan. |
• |
Votes regarding shareholder
proposals seeking preemptive rights should be determined on a case-by-case
basis after evaluating: (1) the size of the company; (2) the shareholder
base; (3) the liquidity of the stock. |
• |
Generally vote against
proposals authorizing the creation of new classes of preferred stock with
unspecified voting, conversion, dividend distribution, and other rights
("blank check" preferred stock). Generally vote for proposals
to create "declawed" blank check preferred stock (stock that cannot be
used as a takeover defense). Generally vote for proposals to
authorize preferred stock in cases where the company specifies the voting,
dividend, conversion, and other rights of such stock and the terms of the
preferred stock appear reasonable. Generally vote against
proposals to increase the number of blank check preferred stock authorized
for issuance when no shares have been issued or reserved for a specific
purpose. Generally vote case-by-case on proposals to increase
the number of blank check preferred shares after analyzing the number of
preferred shares available for issue given a company's industry and
performance in terms of shareholder
returns. |
• |
Vote case-by-case on
recapitalizations (reclassifications of securities), taking into account:
(1) more simplified capital structure; (2) enhanced liquidity; (3)
fairness of conversion terms, including fairness opinion; (4) impact on
voting power and dividends; (5) reasons for the reclassification; (6)
conflicts of interest; (7) other alternatives
considered. |
• |
Generally vote for
management proposals to implement a reverse stock split when the number of
authorized shares will be proportionately reduced. Generally
vote for management proposals to implement a reverse stock split to avoid
delisting. Votes on proposals to implement a reverse stock
split that do not proportionately reduce the number of shares authorized
for issue should be determined on a case-by-case
basis. |
• |
Generally vote for
management proposals to institute open-market share repurchase plans in
which all shareholders may participate on equal
terms. |
• |
Generally vote for
management proposals to increase the common share authorization for a
stock split or share dividend, provided that the increase in authorized
shares would not result in an excessive number of shares available for
issuance. |
• |
Votes on the creation of
tracking stock are determined on a case-by-case basis, weighing the
strategic value of the transaction against such factors as: (1) adverse
governance changes; (2) excessive increases in authorized capital stock;
(3) unfair method of distribution; (4) diminution of voting rights; (5)
adverse conversion features; (6) negative impact on stock option plans;
(7) other alternatives such as a spinoff. |
• |
Votes on compensation plans
for directors are determined on a case-by-case
basis. |
• |
Votes for plans which
provide participants with the option of taking all or a portion of their
cash compensation in the form of stock are determined on a case-by-case
basis. Generally vote for plans which provide a
dollar-for-dollar cash for stock exchange. Votes for plans
which do not provide a dollar-for-dollar cash for stock exchange should be
determined on a case-by-case basis. |
• |
Generally vote against
retirement plans for nonemployee directors. Generally vote for
shareholder proposals to eliminate retirement plans for nonemployee
directors. |
• |
Votes on management
proposals seeking approval to reprice options are evaluated on a
case-by-case basis giving consideration to the following: (1) historic
trading patterns; (2) rationale for the repricing; (3) value-for-value
exchange; (4) option vesting; (5) term of the option; (6) exercise price;
(7) participants; (8) employee stock purchase plans. Votes on
employee stock purchase plans should be determined on a case-by-case
basis. Generally vote for employee stock purchase plans where:
(1) purchase price is at least 85 percent of fair market value; (2)
offering period is 27 months or less, and (3) potential voting power
dilution (VPD) is ten percent or less. Generally vote against
employee stock purchase plans where either: (1) purchase price is less
than 85 percent of fair market value; (2) Offering period is greater than
27 months, or (3) VPD is greater than ten
percent. |
• |
Generally vote for proposals
that simply amend shareholder-approved compensation plans to include
administrative features or place a cap on the annual grants any one
participant may receive. Generally vote for proposals to add
performance goals to existing compensation plans. Votes to
amend existing plans to increase shares reserved and to qualify for
favorable tax treatment considered on a case-by-case
basis. Generally vote for cash or cash and stock bonus plans
that are submitted to shareholders for the purpose of exempting
compensation from taxes if no increase in shares is
requested. |
• |
Generally vote for proposals
to implement an ESOP or increase authorized shares for existing ESOPs,
unless the number of shares allocated to the ESOP is excessive (more than
five percent of outstanding shares.) |
• |
Generally vote for proposals
to implement a 401(k) savings plan for
employees. |
• |
Generally vote for
shareholder proposals seeking additional disclosure of executive and
director pay information, provided the information requested is relevant
to shareholders' needs, would not put the company at a competitive
disadvantage relative to its industry, and is not unduly burdensome to the
company. Generally vote against shareholder proposals seeking
to set absolute levels on compensation or otherwise dictate the amount or
form of compensation. Generally vote against shareholder
proposals requiring director fees be paid in stock
only. Generally vote for shareholder proposals to put option
repricings to a shareholder vote. Vote for shareholders
proposals to exclude pension fund income in the calculation of earnings
used in determining executive bonuses/compensation. Vote on a
case-by-case basis for all other shareholder proposals regarding executive
and director pay, taking into account company performance, pay level
versus peers, pay level versus industry, and long term corporate
outlook. |
• |
Generally vote for
shareholder proposals advocating the use of performance-based equity
awards (indexed, premium-priced, and performance-vested options), unless:
(1) the proposal is overly restrictive; or (2) the company demonstrates
that it is using a substantial portion of performance-based awards for its
top executives. |
• |
Generally vote for
shareholder proposals asking the company to expense stock options unless
the company has already publicly committed to start expensing by a
specific date. |
• |
Generally vote for
shareholder proposals to require golden and tin parachutes to be submitted
for shareholder ratification, unless the proposal requires shareholder
approval prior to entering into employment contracts. Vote on a
case-by-case basis on proposals to ratify or cancel golden or tin
parachutes. |
I. |
STATEMENT
OF POLICY |
II. |
USE OF
THIRD-PARTY PROXY VOTING SERVICE |
1. |
the recipient of the proxy
will forward a copy to Compliance; who will keep a copy of each proxy
received; |
2. |
if 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; |
4. |
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 the Compliance
Officer; |
5. |
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 will 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 |
IV. |
DISCLOSURE |
A. |
The Firm will disclose in its
Form ADV Part 2 that clients may contact the 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 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. The Compliance Officer 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, the Compliance Officer 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. |
B. |
If, as a result of the
Compliance Officer'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. |
VI. |
PROXY
RECORDKEEPING |
1. |
Copies of these proxy voting
policies and procedures, and any amendments
thereto; |
2. |
A copy of each proxy statement
that the Firm receives regarding client securities (the Firm may rely on
third parties or EDGAR); |
3. |
A record of each vote that the
Firm casts; |
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 |
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. |
A. |
Purpose |
B. |
Proxy
Policies and Procedures |
(i) |
the resolution of the proxy
is not relevant to the Client's investment;
|
(ii) |
Gotham believes the cost of
voting the proxy outweighs the potential benefit derived from voting;
|
(iii) |
a proxy is received with
respect to securities that are no longer held in a Client account;
|
(iv) |
the terms of a securities
lending agreement prevent Gotham from voting a loaned security;
|
(v) |
Gotham (or Proxy Edge)
receives proxy materials without sufficient time to reach an informed
voting decision and vote the proxies; |
(vi) |
Glass Lewis does not have a
recommendation; or |
(vii) |
the terms of the security or
any related agreement or applicable law preclude Gotham from
voting. |
C. |
Conflicts
of Interest |
D. |
Reporting
and Disclosure Procedures |
E. |
Recordkeeping |
F. |
Class
Action Settlement Procedures |
• |
The Issuer’s name;
|
• |
The security ticker symbol
or CUSIP, as applicable; |
• |
The shareholder meeting
date; |
• |
The number of shares that
Graham voted; |
• |
A brief identification of
the matter voted on; |
• |
Whether the matter was
proposed by the Issuer or a security
holder; |
• |
Whether Graham cast a vote;
|
• |
How Graham cast its vote
(for the proposal, against the proposal, or abstain); and
|
• |
Whether Graham cast its vote
with or against management. |
A. |
PROXY
VOTING |
(1) |
General
Proxy Voting Policies |
(a) |
KLS understands and
appreciates the importance of proxy voting. KLS will vote any such proxies
(which will be very limited) in the best interests of the Clients and
Investors (as applicable) and in accordance with the procedures outlined
below (as applicable). It should be noted that these procedures will be
applied solely when KLS is requested to exercise its voting authority with
respect to Client securities. There are situations in which KLS may be
requested to provide consent with respect to a particular security where
KLS may not apply the technical requirements of the procedures because KLS
is not being asked to exercise voting authority with respect to Client
securities (although KLS will act in the best interests of the Clients and
Investors (as applicable) in responding to any such request). For example,
in conjunction with a credit facility, a borrower may ask KLS, as a
lender, to approve amendments to the loan facility. In this case, KLS is
not being asked to exercise voting authority with respect to Client
securities and therefore it will not apply the technical requirements of
the proxy voting procedures described below (although KLS will seek to act
in the best interests of the Clients and the Investors (as
applicable)). |
(b) |
On behalf of the Clients and
Investors (as applicable), KLS will generally manage the receipt of
incoming proxies and place votes based on specified policies and
guidelines established by KLS. In the event that KLS exercises discretion
to vote a proxy. KLS will vote any such proxies in the best interests of
Clients and Investors (as applicable) and in accordance with the
procedures outlined below (as
applicable). |
(2) |
Proxy
Voting Procedures |
(a) |
All proxies sent to Clients
that are actually received by KLS (to vote on behalf of Clients) will be
provided to the Chief Compliance Officer.
|
(b) |
The Chief Compliance Officer
will generally adhere to the following procedures, subject to limited
exception: |
(i) |
A written record of each
proxy received by KLS will be kept in KLS’s
files; |
(ii) |
The Chief Compliance Officer
will determine which of the Clients hold the security to which the proxy
relates; |
(iii) |
The Chief Compliance Officer
will send an email to the Managing Partners and provide them with the
following: |
(1) |
a copy of the
proxy; |
(2) |
a list of the Clients to
which the proxy is relevant; |
(3) |
the amount of votes
controlled by each Client; and |
(4) |
the deadline that such
proxies need to be completed and
returned. |
(iv) |
Prior to voting any proxies
with respect to the Clients, the Managing Partners will determine if there
are any conflicts of interest related to the proxy in question in
accordance with the general guidelines outlined in Section 3
below. If a
conflict is identified, the Managing Partners will then make a
determination (which may be in consultation with outside compliance
consultants and/or legal counsel) as to whether the conflict is material
or not. |
(v) |
If no material conflict is
identified pursuant to these procedures, the Managing Partners will make a
decision on how to vote the proxy in question in accordance with the
guidelines set forth in Section 4 below. The Chief Compliance
Officer or such other designate will deliver the proxy in accordance with
instructions related to such proxy in a timely and appropriate
manner. |
(3) |
Handling
of Proxy-Related Conflicts of Interest for the
Funds |
(a) |
As stated above, in
evaluating how to vote a proxy on behalf of the Funds, the Managing
Partners will first determine whether there is a conflict of interest
related to the proxy in question between KLS and the Funds. This
examination will include (but will not be limited to) an evaluation of
whether KLS (or any affiliate of KLS) has any relationship with the
company (or an affiliate of the company) to which the proxy relates
outside an investment in such company by a
Client. |
(b) |
If a conflict is identified
and deemed “material” by the Managing Partners, the Chief Compliance
Officer or such other designate (in consultations with outside compliance
consultants and/or legal counsel) will determine whether voting in
accordance with the proxy voting guidelines outlined in Section
4 below is in
the best interests of the affected Clients (which may include utilizing an
independent third party to vote such
proxies). |
(c) |
With respect to material
conflicts, KLS will determine whether it is appropriate to disclose the
conflict to affected Funds and give such Funds (and Investors, if
applicable) the opportunity to vote the proxies in question themselves
except that if the Fund is subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and an ERISA
Investor has, in writing, reserved the right to vote proxies when KLS has
determined that a material conflict exists that does affect its best
judgment as a fiduciary to the Fund, KLS
will: |
(i) |
Give the ERISA Investor the
opportunity to vote the proxies in question themselves;
or |
(ii) |
Follow designated special
proxy voting procedures related to voting proxies pursuant to the terms of
the written agreements with such ERISA Investors (if
any). |
(4) |
Voting
Guidelines |
• |
whether the proposal was
recommended by the issuer’s management; |
• |
KLS’ opinion of the issuer’s
management; |
• |
whether the proposal acts to
entrench the issuer’s existing management and directors;
and |
• |
whether the proposal fairly
compensates management for past and future
performance. |
B. |
PRINCIPAL
TRANSACTIONS AND TRANSACTIONS BETWEEN
CLIENTS |
(1) |
Principal
Transactions |
(2) |
Transactions
Between Clients |
(a) |
The cross trade will be
effected by one of KLS’s prime brokers for cash consideration, at the
current market price of the particular securities, within the context of
the market at a time that is fair to both Clients involved in the
transaction; |
(b) |
The prime broker’s
commission will be borne equally by both
Clients; |
(c) |
No brokerage commissions or
transfer fees will be paid to KLS in connection with any cross
trade; |
(d) |
All cross trades will be
approved by the Chief Compliance Officer and/or Managing Partners and/or
Chief Operating Officer before the orders are executed and the Chief
Compliance Officer will document the reason for the trade; and
|
(e) |
KLS will not effect a cross
trade between Clients if such cross trade would constitute a principal
transaction, unless the prior notice and consent requirements described in
Section
D.(1) above are
satisfied. |
1 |
GENERAL |
5 |
Introduction
General Guidelines
Proxy Committee
Conflicts of
Interest
Recordkeeping and Disclosure
| ||
2 |
PROPOSALS
USUALLY VOTED FOR |
10 |
Adjustments to Par Value of
Common Stock
Annual Election of
Directors
Appraisal
Rights
Authority to Issue Shares (
for certain foreign issuers)
Blank Check Preferred
Authorization
Chairman and CEO are the
Same Person
Changing Corporate
Name
Confidential Voting
Cumulative
Voting
Delivery of Electronic Proxy
Materials
Director Nominees in
Uncontested Elections
Director Related
Compensation
Election of CEO Director
Nominees
Election of Mutual Fund
Trustees
Equal Access
Fair Price Provisions
Golden and Tin Parachutes
Greenshoe
Options
Independent Audit,
Compensation and Nominating Committees
Independent Board
Chairman
Majority Voting
OBRA-Related Compensation
Proposals
Ratifying
Auditors
Reverse Stock Splits
Right to
Adjourn
Right to Call a Special
Meeting
Share Cancellation
Programs
Shareholder Ability to Alter
the Size of the Board
Shareholder Ability to
Remove Directors
Share Repurchase
Programs
Stock Distributions: Splits
and Dividends
White Squire
Placements
Written Consent
|
3 |
PROPOSALS
USUALLY VOTED AGAINST |
14 |
|
Common Stock
Authorization
Director and Officer
Indemnification and Liability Protection
Shareholder Ability to Act
by Written Consent
Shareholder Ability to Call
Special Meetings
Shareholder Ability to
Remove Directors
Share Retention By
Executives
Staggered Director Elections
Stock Ownership
Requirements
Supermajority Shareholder
Vote Requirements
Term of Office
Unequal Voting
Rights
| |||
| |||
4 |
PROPOSALS
USUALLY AS RECOMMENDED BY THE RPOXY VOTING SERVICE |
15 |
|
401(k) Employee Benefit
Plans
Compensation
Plans
Employee Stock Ownership
Plans
Executive Compensation
Advisory Resolutions (“Say-on-Pay”)
Non-Material Miscellaneous
Bookkeeping Proposals
Proxy Access
Preemptive Rights
Stock Option
Plans
Technical Amendments to
By-laws
| |||
| |||
5 |
PROPOSALS
REQUIRING SPECIAL CONSIDERATION |
16 |
|
Asset Sales
Bundled
Proposals
Charitable and Political
Contributions and Lobbying Expenditures
Compensation in the Event of
a Change in Control
Conversion of Debt
Instruments
Corporate Restructuring
Counting
Abstentions
Debt Restructurings
Delisting a
Security
Director Nominees in
Contested Elections
Disclosure of Prior
Government Service |
A. |
Introduction. |
B. |
General
Guidelines. |
1. |
Client’s Best Interest.
Loomis Sayles’ Proxy Voting Procedures are designed and implemented in a
way that is reasonably expected to ensure that proxy matters are conducted
in the best interest of clients. When considering the best interest of
clients, Loomis Sayles has determined that this means the best investment
interest of its clients as shareholders of the issuer. Loomis Sayles has
established its Proxy Voting Procedures to assist it in making its proxy
voting decisions with a view to enhancing the value of its clients’
interests in an issuer over the period during which it expects its clients
to hold their investments. Loomis Sayles will vote against proposals that
it believes could adversely impact the current or potential market value
of the issuer’s securities during the expected holding
period. |
2. |
Client Proxy Voting
Policies. Rather than delegating proxy voting authority to Loomis Sayles,
a client may (1) retain the authority to vote proxies on securities in its
account, (2) delegate voting authority to another party or (3) instruct
Loomis Sayles to vote proxies according to a policy that differs from that
of Loomis Sayles. Loomis Sayles will honor any of these instructions if
the client includes the instruction in writing in its IMA or in a written
instruction from a person authorized under the IMA to give
|
3. |
Stated Policies. These
policies identify issues where Loomis Sayles will (1) generally vote in
favor of a proposal, (2) generally vote against a proposal, (3) generally
vote as recommended by the proxy voting service and (4) specifically
consider its vote for or against a proposal. However, these policies are
guidelines and each vote may be cast differently than the stated policy,
taking into consideration all relevant facts and circumstances at the time
of the vote. |
4. |
Abstain from Voting. Our
policy is to vote rather than abstain from voting on issues presented
unless the client’s best interest requires abstention. Loomis Sayles will
abstain in cases where the impact of the expected costs involved in voting
exceeds the expected benefits of the vote such as where foreign
corporations follow share-blocking practices or where proxy material is
not available in English. Loomis Sayles will vote against ballot issues
where the issuer does not provide sufficient information to make an
informed decision. In addition, there may be instances where Loomis Sayles
is not able to vote proxies on a client's behalf, such as when ballot
delivery instructions have not been processed by a client's custodian, the
Proxy Voting Service has not received a ballot for a client's account or
under other circumstances beyond Loomis Sayles'
control. |
5. |
Oversight. All issues
presented for shareholder vote will be considered under the oversight of
the Proxy Committee. All non-routine issues will be directly considered by
the Proxy Committee and, when necessary, the equity analyst following the
company and/or the portfolio manager of 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 Loomis Sayles’
policy approved by the Proxy Committee unless special factors require that
they be considered by the Proxy Committee and, when necessary, the equity
analyst following the company and/or the portfolio manager of an account
holding the security. Loomis Sayles’ Proxy Committee has established these
routine policies in what it believes are the client’s best
interests. |
6. |
Availability of Procedures.
Upon request, Loomis Sayles provides clients with a copy of its Proxy
Voting Procedures, as updated from time to time. In addition, Loomis
Sayles includes its Proxy Voting Procedures and/or a description of its
Proxy Voting Procedures on its public website, www.loomissayles.com, and
in its Form ADV, Part II. |
7. |
Disclosure of Vote. Upon
request, a client can obtain information from Loomis Sayles on how its
proxies were voted. Any client interested in obtaining this information
should contact its Loomis Sayles
representatives. |
8. |
Disclosure to Third Parties.
Loomis Sayles’ general policy is not to disclose to third parties how it
(or its voting delegate) voted a client’s proxy except that for registered
|
C. |
Proxy
Committee. |
1. |
Proxy Committee. Loomis
Sayles has established a Proxy Committee. The Proxy Committee is composed
of representatives of the Equity Research department and the Legal &
Compliance department and other employees of Loomis Sayles as needed. In
the event that any member is unable to participate in a meeting of the
Proxy Committee, his or her designee acts on his or her behalf. A vacancy
in the Proxy Committee is filled by the prior member’s successor in
position at Loomis Sayles or a person of equivalent experience. Each
portfolio manager of an account that holds voting securities of an issuer
or analyst covering the issuer or its securities may be an ad hoc member
of the Proxy Committee in connection with the vote of
proxies. |
2. |
Duties. The specific
responsibilities of the Proxy Committee
include, |
a. |
to develop, authorize,
implement and update these Proxy Voting Procedures,
including: |
b. |
to oversee the proxy voting
process, including: |
c. |
to engage and oversee
third-party vendors, such as Proxy Voting Services,
including: |
d. |
to develop and/or modify
these Proxy Voting Procedures as appropriate or
necessary. |
3. |
Standards. |
a. |
When determining the vote of
any proposal for which it has responsibility, the Proxy Committee shall
vote in the client’s best interest as described in section 1(B)(1) above.
In the event a client believes that its other interests require a
different vote, Loomis Sayles shall vote as the client instructs if the
instructions are provided as required in section 1(B)(2)
above. |
b. |
When determining the vote on
any proposal, the Proxy Committee shall not consider any benefit to Loomis
Sayles, any of its affiliates, any of its or their clients or service
providers, other than benefits to the owner of the securities to be
voted. |
4. |
Charter. The Proxy Committee
may adopt a Charter, which shall be consistent with these Proxy Voting
Procedures. Any Charter shall set forth the Committee’s purpose,
membership and operation and shall include procedures prohibiting a member
from voting on a matter for which he or she has a conflict of interest by
reason of a direct relationship with the issuer or other party affected by
a given proposal (e.g., he or she is a portfolio manager for an account of
the issuer). |
D. |
Conflicts
of Interest. |
E. |
Recordkeeping
and Disclosure. |
A. |
Vote for proposals to create
blank check preferred stock in cases when the company expressly states
that the stock will not be used as a takeover defense or carry superior
voting rights, and expressly states conversion, dividend, distribution and
other rights. |
B. |
Vote for shareholder
proposals to have blank check preferred stock placements, other than those
shares issued for the purpose of raising capital or making acquisitions in
the normal course of business, submitted for shareholder
ratification. |
C. |
Review on a case-by-case
basis proposals to increase the number of authorized blank check preferred
shares. |
A. |
Vote for proposals involving
routine matters such as election of directors, provided that two-thirds of
the directors would be independent and affiliated or inside nominees do
not serve on any board committee. |
B. |
Vote against nominees that
are CFOs and, generally, against nominees that the Proxy Voting Service
has identified as not acting in the best interest of shareholders. Vote
against nominees that have attended less than 75% of board and committee
meetings, unless a reasonable cause (e.g., health or family emergency) for
the absence is noted and accepted by the Proxy Voting Service and the
board. Vote against affiliated or inside nominees who serve on a board
committee or if two thirds of the board would not be independent. Vote
against governance or nominating committee members if there is no
independent lead or presiding director and if the CEO and chairman are the
same person. Generally, vote against audit committee members if auditor
ratification is not proposed, except in cases involving mutual fund board
members, who are not required to submit auditor ratification for
shareholder approval pursuant to Investment Company Act of 1940 rules.
Vote against compensation committee members when the Proxy Voting Service
recommends a vote against the issuer's "say on pay" advisory vote. A
recommendation of the Proxy Voting Service will generally be followed when
electing directors of foreign companies. |
C. |
Generally, vote against all
members of a board committee and not just the chairman or a representative
thereof in situations where the Proxy Voting Service finds that the board
committee has not acted in the best interest of
shareholders. |
D. |
Vote as recommended by the
Proxy Voting Service when directors are being elected as a slate and not
individually. |
A. |
Vote for fair price
proposals, as long as the shareholder vote requirement embedded in the
provision is no more than a majority of disinterested
shares. |
B. |
Vote for shareholder
proposals to lower the shareholder vote requirement in existing fair price
provisions. |
A. |
Vote for shareholder
proposals to have golden (top management) and tin (all employees)
parachutes submitted for shareholder
ratification. |
B. |
Review on a case-by-case
basis all proposals to ratify or cancel golden or tin
parachutes. |
A. |
Vote for shareholder
proposals that generally request the board to adopt a policy requiring its
chairman to be "independent," as defined by a relevant exchange or market
with respect to any issuer whose enterprise value is, according to the
Proxy Voting Service, greater than or equal to $10
billion. |
B. |
Vote such proposals on a
case-by-case basis when, according to the Proxy Voting Service, the
issuer's enterprise value is less than $10
billion. |
A. |
Vote for plans that simply
amend shareholder-approved plans to include
|
B. |
Vote for amendments to add
performance goals to existing compensation plans to comply with the
provisions of Section 162(m) of OBRA. |
C. |
Vote for cash or
cash-and-stock bonus plans to exempt the compensation from taxes under the
provisions of Section 162(m) of OBRA. |
D. |
Votes on amendments to
existing plans to increase shares reserved and to qualify the plan for
favorable tax treatment under the provisions of Section 162(m) should be
evaluated on a case-by-case basis. |
A. |
Generally vote for proposals
to ratify auditors. |
B. |
Vote against ratification of
auditors where an auditor has a financial interest in or association with
the company, and is therefore not independent; or there is reason to
believe that the independent auditor has rendered an opinion which is
neither accurate nor indicative of the company's financial position. In
general, if non-audit fees amount to 35% or more of total fees paid to a
company's auditor we will vote against ratification and against the
members of the audit committee. |
C. |
Vote against ratification of
auditors and vote against members of the audit committee where it is known
that an auditor has negotiated an alternative dispute resolution
procedure. |
A. |
Vote for proposals that seek
to fix the size of the board. |
B. |
Vote against proposals that
give management the ability to alter the size of the board without
shareholder approval. |
A. |
Proposals concerning
director and officer indemnification and liability protection that limit
or eliminate entirely director and officer liability for monetary damages
for violating the duty of care, or that would expand coverage beyond just
legal expenses to acts, such as gross negligence, that are more serious
violations of fiduciary obligations than mere
carelessness. |
B. |
Vote for only those
proposals that provide such expanded coverage in cases when a director's
or officer's legal defense was unsuccessful if (i) the director 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 (ii) only if the director's
legal expenses would be covered. |
A. |
Vote against proposals that
provide that directors may be removed only for
cause. |
B. |
Vote against proposals that
provide that only continuing directors may elect replacements to fill
board vacancies. |
A. |
Vote against dual class
exchange offers and dual class
recapitalizations. |
B. |
Vote, on a case-by-case
basis, proposals to eliminate an existing dual class voting
structure. |
A. |
Vote for shareholder
proposals to permit non-binding advisory votes on executive
compensation. |
B. |
Non-binding advisory votes
on executive compensation will be voted as
|
C. |
Vote for a 3 year review of
executive compensation when a recommendation of the Proxy Voting Service
is for the approval of the executive compensation proposal, and vote for
an annual review of executive compensation when the Proxy Voting Service
is against the approval of the executive compensation
proposal. |
A. |
Vote against plans which
expressly permit repricing of underwater
options. |
B. |
Vote against proposals to
make all stock options performance based. |
C. |
Vote against stock option
plans that could result in an earnings dilution above the company specific
cap considered by the Proxy Voting
Service. |
D. |
Vote for proposals that
request expensing of stock options. |
A. |
Vote for proposals to adopt
anti-greenmail charter of bylaw amendments or otherwise restrict a
company’s ability to make greenmail
payments. |
B. |
Review on a case-by-case
basis anti-greenmail proposals when they are bundled with other charter or
bylaw amendments. |
A. |
Vote for shareholder
proposals that ask a company to submit its poison pill for shareholder
ratification. |
B. |
Review on a case-by-case
basis shareholder proposals to redeem a company's poison
pill. |
C. |
Review on a case-by-case
basis management proposals to ratify a poison
pill. |
Los
Angeles Capital Management and Equity Research, Inc |
Proxy
Policy |
Effective: May 1,
2016 |
• |
Los Angeles Capital reserves
the right to abstain from voting a client proxy if it concludes that the
effect on shareholders' economic interests or the value of the portfolio
holding is indeterminable or
insignificant. |
• |
Los Angeles Capital abstains
from voting proxies for securities that participate in a securities
lending program
and are out on loan. |
• |
Los Angeles Capital abstains
from voting shares of securities in a country that participates in
share
blocking
because it is disruptive to the management of the
portfolio. |
• |
Los Angeles Capital may
abstain from voting shares of securities with unjustifiable
costs (e.g.,
certain non-U.S. securities). |
• |
The Firm does not actively
engage in shareholder
activism, such
as dialogue with management with respect to pending proxy voting
issues. |
• |
Proxies will be unable to be
voted without the necessary Power
of Attorney on
file. |
• |
The terms of the auditor
agreement - the degree to which these agreements impact shareholders'
rights; |
• |
Motivation and
rationale for establishing the
agreements; |
• |
Quality of the
company’s disclosure; and |
• |
The company’s
historical practices in the audit area. |
• |
An auditor has a financial
interest in or association with the company, and is therefore not
independent; |
• |
There is reason to believe
that the independent auditor has rendered an opinion that is neither
accurate nor indicative of the company’s financial
position; |
• |
Poor accounting practices are
identified that rise to a serious level of concern, such as: fraud;
misapplication of GAAP; and material weaknesses identified in Section 404
disclosures; or |
• |
Fees for non-audit services
(“Other” fees) are excessive. |
• |
The tenure of
the audit firm; |
• |
The length of
rotation specified in the proposal; |
• |
Any
significant audit-related issues at the
company; |
• |
The number of
Audit Committee meetings held each year; |
• |
The number of
financial experts serving on the committee;
and |
• |
Classified
Board Structure:
The board is classified, and a continuing director responsible for a
problematic governance issue at the board/committee level that would
warrant a withhold/against vote recommendation is not up for election. All
appropriate nominees (except new) may be held
accountable; |
• |
Director Performance
Evaluation: The board lacks accountability and oversight, coupled with
sustained poor performance relative to peers. Sustained poor performance
is generally measured by one- and three-year total shareholder returns in
the bottom half of a company’s four-digit GICS industry group (Russell
3000 companies only). Take into consideration the company’s five-year
total shareholder return and operational metrics. Problematic provisions
include but are not limited to: |
• |
Either a plurality vote
standard in uncontested director elections or a majority vote standard
with no plurality carve-out for contested
elections; |
• |
The company’s poison pill has
a “dead-hand” or “modified dead-hand” feature. Generally vote AGAINST or
WITHHOLD votes every year until this feature is
removed; |
• |
The board adopts a poison pill
with a term of more than 12 months (“long-term pill”), or renews any
existing pill, including any “short-term” pill (12 months or less),
without shareholder approval. A commitment or policy that puts a newly
adopted pill to a binding shareholder vote may potentially offset an
adverse vote recommendation. Review such companies with classified boards
every year, and such companies with annually elected boards at least once
every three years, and generally vote AGAINST or WITHHOLD votes from all
nominees if the company still maintains a non-shareholder-approved poison
pill. |
• |
The board makes a material
adverse change to an existing poison pill without shareholder
approval. |
• |
Vote CASE-BY-CASE on all
nominees if the board adopts a poison pill with a term of 12 months or
less (“short-term pill”) without shareholder approval, taking into account
the following factors: |
• |
The date of the pill‘s
adoption relative to the date of the next meeting of shareholders- i.e.
whether the company had time to put the pill on the ballot for shareholder
ratification given the circumstances; |
• |
The issuer‘s
rationale; |
• |
The issuer's
governance structure and practices; and |
• |
The issuer's
track record of accountability to
shareholders. |
• |
Restricting
Binding Shareholder Proposals: |
• |
Generally vote AGAINST or
WITHHOLD from members of the governance committee
if: |
• |
The company’s charter imposes
undue restrictions on shareholder’s ability to amend the bylaws. Such
restrictions include, but are not limited to: outright prohibition on the
submission of binding shareholder proposals, or share ownership
requirements or time holding requirements in excess of SEC Rule 14a-8.
Vote AGAINST on an ongoing basis. |
• |
Generally vote AGAINST or
WITHHOLD from the members of the Audit Committee
if: |
• |
The non-audit
fees paid to the auditor are excessive; |
• |
The company receives an
adverse opinion on the company’s financial statements from
|
• |
There is persuasive evidence
that the Audit Committee entered into an inappropriate indemnification
agreement with its auditor that limits the ability of the company, or its
shareholders, to pursue legitimate legal recourse against the audit
firm. |
• |
Vote CASE-BY-CASE on members
of the Audit Committee and potentially the full board
if: |
• |
Poor accounting practices are
identified that rise to a level of serious concern, such as: fraud;
misapplication of GAAP; and material weaknesses identified in Section 404
disclosures. Examine the severity, breadth, chronological sequence and
duration, as well as the company’s efforts at remediation or corrective
actions, in determining whether WITHHOLD/AGAINST votes are
warranted. |
• |
In the absence of an Advisory
Vote on Executive Compensation ballot item, or, in egregious situations,
generally vote AGAINST or WITHHOLD from the members of the Compensation
Committee and potentially the full board
if: |
• |
There is a significant
misalignment between CEO pay and company performance (pay for
performance); |
• |
The company maintains
significant problematic pay practices; |
• |
The board exhibits a
significant level of poor communication and responsiveness to
shareholders; |
• |
The company fails to submit
one-time transfers of stock options to a shareholder vote;
or |
• |
The company fails to fulfill
the terms of a burn rate commitment made to
shareholders. |
• |
Vote CASE-BY-CASE on
Compensation Committee members (or, in exceptional cases, the full board)
and the Management Say-on-Pay proposal
if: |
• |
The company's previous
say-on-pay proposal received the support of less than 70 percent of votes
cast, taking into account: |
• |
The company's response,
including: |
◦ |
Disclosure of engagement
efforts with major institutional investors regarding the issues that
contributed to the low level of support; |
◦ |
Specific actions taken to
address the issues that contributed to the low level of
support; |
◦ |
Other recent compensation
actions taken by the company; |
• |
Whether the issues raised are
recurring or isolated; |
• |
The company's ownership
structure; and |
• |
Whether the support level was
less than 50 percent, which would warrant the highest degree of
responsiveness. |
• |
Generally vote AGAINST or
WITHHOLD from directors individually, committee members, or the entire
board (except new nominees, who should be considered CASE-BY-CASE) if the
board amends the company's bylaws or charter without shareholder approval
in a manner that materially diminishes shareholders' rights or that could
adversely impact shareholders, considering the following factors, as
applicable: |
• |
The board's rationale for
adopting the bylaw/charter amendment without shareholder
ratification; |
• |
Disclosure by the company of
any significant engagement with shareholders regarding the
amendment; |
• |
The level of impairment of
shareholders' rights caused by the board's unilateral amendment to the
bylaws/charter; |
• |
The board's track record with
regard to unilateral board action on bylaw/charter amendments or other
entrenchment provisions; |
• |
The company's ownership
structure; |
• |
The company's existing
governance provisions; |
• |
The timing of the board's
amendment to the bylaws/charter in connection with a significant business
development; |
• |
Other factors, as deemed
appropriate, that may be relevant to determine the impact of the amendment
on shareholders. |
• |
Classified the
board; |
• |
Adopted
supermajority vote requirements to amend the bylaws or charter;
or |
• |
Eliminated
shareholders’ ability to amend bylaws. |
• |
The level of
impairment of shareholders' rights; |
• |
The disclosed
rationale; |
• |
The ability to change the
governance structure (e.g., limitations on shareholders’ right to amend
the bylaws or charter, or supermajority vote requirements to amend the
bylaws or charter); |
• |
The ability of shareholders to
hold directors accountable through annual director elections, or whether
the company has a classified board
structure; |
• |
Any reasonable
sunset provision; and |
• |
Other relevant
factors. |
• |
Under extraordinary
circumstances, generally vote AGAINST or WITHHOLD from directors
individually, committee members, or the entire board, due
to: |
• |
Material failures of
governance, stewardship, risk oversight, or fiduciary responsibilities at
the company; |
• |
Failure to replace management
as appropriate; or |
• |
Egregious actions related to a
director’s service on other boards that raise substantial doubt about his
or her ability to effectively oversee management and serve the best
interests of shareholders at any company. |
• |
The board failed to act on a
shareholder proposal that received the support of a majority of the shares
cast in the previous year. Factors that will be considered
are: |
• |
Disclosed outreach efforts by
the board to shareholders in the wake of the
vote; |
• |
Rationale provided in the
proxy statement for the level of
implementation; |
• |
The subject matter of the
proposal; |
• |
The level of support for and
opposition to the resolution in past
meetings; |
• |
Actions taken by the board in
response to the majority vote and its engagement with
shareholders; |
• |
The continuation of the
underlying issue as a voting item on the ballot (as either shareholder or
management proposals); and |
• |
Other factors as
appropriate. |
• |
The board failed to act on
takeover offers where the majority of shares are
tendered; |
• |
At the previous board
election, any director received more than 50 percent withhold/against
votes of the shares cast and the company has failed to address the
issue(s) that caused the high withhold/against vote;
or |
• |
The board implements an
advisory vote on executive compensation on a less frequent basis than the
frequency that received the majority of votes cast at the most recent
shareholder meeting at which shareholders voted on the say-on-pay
frequency; or |
• |
The board implements an
advisory vote on executive compensation on a less frequent basis than the
frequency that received a plurality, but not a majority, of the votes cast
at the most recent shareholder meeting at which shareholders voted on the
say-on-pay frequency, taking into
account: |
• |
The board's rationale for
selecting a frequency that is different from the frequency that received a
plurality; |
• |
The company's ownership
structure and vote results; |
• |
ISS' analysis of whether there
are compensation concerns or a history of problematic compensation
practices; and |
• |
The previous year's support
level on the company's say-on-pay
proposal. |
• |
Medical
issues/illness; |
• |
Family
emergencies; and |
• |
Missing only
one meeting (when the total of all meetings is three or
fewer). |
• |
Sit on more than five public
company boards; or |
• |
Are CEOs of public companies
who sit on the boards of more than two public companies besides their
own-withhold only at their outside
boards. |
• |
The inside or affiliated
outside director serves on any of the three key committees: audit,
compensation, or nominating; |
• |
The company lacks an audit,
compensation, or nominating committee so that the full board functions as
that committee; |
• |
The company lacks a formal
nominating committee, even if the board attests that the independent
directors fulfill the functions of such a committee;
or |
• |
Independent directors make up
less than a majority of the directors. |
• |
The
reasonableness/scope of the request; and |
• |
The company’s existing
disclosure on its current CEO succession planning
process. |
• |
The company has proxy access,
thereby allowing shareholders to nominate directors to the company’s
ballot; and |
• |
The company has adopted a
majority vote standard, with a carve-out for plurality voting in
situations where there are more nominees than seats, and a director
resignation policy to address failed
elections. |
• |
Eliminate entirely directors'
and officers' liability for monetary damages for violating the duty of
care. |
• |
Expand coverage beyond just
legal expenses to liability for acts that are more serious violations of
fiduciary obligation than mere
carelessness. |
• |
Expand the scope of
indemnification to provide for mandatory indemnification of company
officials in connection with acts that previously the company was
permitted to provide indemnification for, at the discretion of the
company's board (i.e., "permissive indemnification"), but that previously
the company was not required to
indemnify. |
• |
If the director 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 |
• |
If only the director’s legal
expenses would be covered. |
• |
The company’s board committee
structure, existing subject matter expertise, and board nomination
provisions relative to that of its peers; |
• |
The company’s existing board
and management oversight mechanisms regarding the issue for which board
oversight is sought; |
• |
The company’s disclosure and
performance relating to the issue for which board oversight is sought and
any significant related controversies;
and |
• |
The scope and structure of the
proposal. |
• |
Existing oversight mechanisms
(including current committee structure) regarding the issue for which
board oversight is sought; |
• |
Level of disclosure regarding
the issue for which board oversight is
sought; |
• |
Company performance related to
the issue for which board oversight is
sought; |
• |
Board committee structure
compared to that of other companies in its industry
sector; |
• |
The scope and structure of the
proposal. |
• |
The scope of the
proposal; |
• |
The company's current board
leadership structure; |
• |
The company's governance
structure and practices; |
• |
Company performance;
and |
• |
Any other relevant factors
that may be applicable. |
• |
Ownership threshold: maximum
requirement not more than three percent (3%) of the voting
power; |
• |
Ownership duration: maximum
requirement not longer than three (3) years of continuous ownership for
each member of the nominating group; |
• |
Aggregation: minimal or no
limits on the number of shareholders permitted to form a nominating
group; |
• |
Cap: cap on nominees of
generally twenty-five percent (25%) of the
board. |
• |
Established a communication
structure that goes beyond the exchange requirements to facilitate the
exchange of information between shareholders and members of the
board; |
• |
Effectively disclosed
information with respect to this structure to its
shareholders; |
• |
Company has not ignored
majority-supported shareholder proposals or a majority withhold vote on a
director nominee; and |
• |
The company has an independent
chairman or a lead director. This individual must be made available for
periodic consultation and direct communication with major
shareholders. |
• |
Long-term financial
performance of the target company relative to its
industry; |
• |
Management’s track
record; |
• |
Background to the proxy
contest; |
• |
Nominee qualifications and any
compensation arrangements; |
• |
Qualifications of director
nominees (both slates); |
• |
Strategic plan of dissident
slate and quality of critique against
management; |
• |
Likelihood that the proposed
goals and objectives can be achieved (both
slates); |
• |
Stock ownership
positions. |
• |
The company's stated rationale
for adopting such a provision; |
• |
Disclosure of past harm from
shareholder lawsuits in which plaintiffs were unsuccessful or shareholder
lawsuits outside the jurisdiction of
incorporation; |
• |
The breadth of application of
the bylaw, including the types of lawsuits to which it would apply and the
definition of key terms; and |
• |
Governance features such as
shareholders' ability to repeal the provision at a later date (including
the vote standard applied when shareholders attempt to amend the bylaws)
and their ability to hold directors accountable through annual director
elections and a majority vote standard in uncontested
elections. |
• |
The ownership threshold (NOL
protective amendments generally prohibit stock ownership transfers that
would result in a new 5-percent holder or increase the stock ownership
percentage of an existing 5-percent
holder); |
• |
The value of the
NOLs; |
• |
Shareholder protection
mechanisms (sunset provision or commitment to cause expiration of the
protective amendment upon exhaustion or expiration of the
NOL); |
• |
The company's existing
governance structure including: board independence, existing takeover
defenses, track record of responsiveness to shareholders, and any other
problematic governance concerns; and |
• |
Any other factors that may be
applicable. |
• |
Shareholders have approved the
adoption of the plan; or |
• |
The board, in its exercise of
its fiduciary responsibilities, determines that it is in the best interest
of shareholders under the circumstances to adopt a pill without the delay
in adoption that would result from seeking stockholder approval (i.e., the
“fiduciary out” provision). A poison pill adopted under this fiduciary out
will be put to a shareholder ratification vote within 12 months of
adoption or expire. If the pill is not approved by a majority of the votes
cast on this issue, the plan will immediately
terminate. |
• |
No lower than a 20% trigger,
flip-in or flip-over; |
• |
A term of no more than three
years; |
• |
No dead-hand, slow-hand,
no-hand or similar feature that limits the ability of a future board to
redeem the pill; |
• |
Shareholder redemption feature
(qualifying offer clause); if the board refuses to redeem the pill 90 days
after a qualifying offer is announced, 10 percent of the shares may call a
special meeting or seek a written consent to vote on rescinding the
pill. |
• |
The ownership threshold to
transfer (NOL pills generally have a trigger slightly below five
percent); |
• |
The value of the
NOLs; |
• |
Shareholder protection
mechanisms (sunset provision, or commitment to cause expiration of the
pill upon exhaustion or expiration of
NOLs); |
• |
The company's existing
governance structure including: board independence, existing takeover
defenses, track record of responsiveness to shareholders, and any other
problematic governance concerns; and |
• |
Any other factors that may be
applicable. |
• |
The scope and structure of the
proposal; |
• |
The company's stated
confidential voting policy (or other relevant policies) and whether it
ensures a "level playing field" by providing shareholder proponents with
equal access to vote information prior to the annual
meeting; |
• |
The company's vote standard
for management and shareholder proposals and whether it ensures
consistency and fairness in the proxy voting process and maintains the
integrity of vote results; |
• |
Whether the company's
disclosure regarding its vote counting method and other relevant voting
policies with respect to management and shareholder proposals are
consistent and clear; |
• |
Any recent controversies or
concerns related to the company's proxy voting
mechanics; |
• |
Any unintended consequences
resulting from implementation of the proposal;
and |
• |
Any other factors that may be
relevant. |
• |
The election of fewer than 50%
of the directors to be elected is contested in the
election; |
• |
One or more of the dissident’s
candidates is elected; |
• |
Shareholders are not permitted
to cumulate their votes for directors;
and |
• |
The election occurred, and the
expenses were incurred, after the adoption of this
bylaw. |
• |
Reasons for
reincorporation; |
• |
Comparison of company's
governance practices and provisions prior to and following the
reincorporation; and |
• |
Comparison of corporation laws
of original state and destination state. |
• |
Shareholders’ current right to
act by written consent; |
• |
The consent
threshold; |
• |
The inclusion of exclusionary
or prohibitive language; |
• |
Investor ownership structure;
and |
• |
Shareholder support of and
management’s response to previous shareholder
proposals. |
• |
An unfettered right for
shareholders to call special meetings at a 10 percent
threshold; |
• |
A majority vote standard in
uncontested director elections; |
• |
No non-shareholder-approved
pill; and |
• |
An annually elected
board. |
• |
Shareholders’ current right to
call special meetings; |
• |
Minimum ownership threshold
necessary to call special meetings (10%
preferred); |
• |
The inclusion of exclusionary
or prohibitive language; |
• |
Investor ownership structure;
and |
• |
Shareholder support of and
management’s response to previous shareholder
proposals. |
• |
Ownership
structure; |
• |
Quorum requirements;
and |
• |
Vote
requirements. |
• |
Past Board
Performance: |
• |
The company’s use of
authorized shares during the last three
years |
• |
The Current
Request: |
• |
Disclosure in the proxy
statement of the specific purposes of the proposed
increase; |
• |
Disclosure in the proxy
statement of specific and severe risks to shareholders of not approving
the request; and |
• |
The dilutive impact of the
request as determined by an allowable increase (typically 100 percent of
existing authorized shares) that reflects the company's need for shares
and total shareholder returns. |
• |
The company discloses a
compelling rationale for the dual-class capital structure, such
as: |
• |
The company's auditor has
concluded that there is substantial doubt about the company's ability to
continue as a going concern; or |
• |
The new class of shares will
be transitory; |
• |
The new class is intended for
financing purposes with minimal or no dilution to current shareholders in
both the short term and long term; and |
• |
The new class is not designed
to preserve or increase the voting power of an insider or significant
shareholder. |
• |
The size of the
company; |
• |
The shareholder base;
and |
• |
The liquidity of the
stock. |
• |
Past Board
Performance: |
• |
The company's use of
authorized preferred shares during the last three
years; |
• |
The Current
Request: |
• |
Disclosure in the proxy
statement of the specific purposes for the proposed
increase; |
• |
Disclosure in the proxy
statement of specific and severe risks to shareholders of not approving
the request; |
• |
In cases where the company has
existing authorized preferred stock, the dilutive impact of the request as
determined by an allowable increase (typically 100 percent of existing
authorized shares) that reflects the company’s need for shares and total
shareholder returns; and |
• |
Whether the shares requested
are blank check preferred shares that can be used for antitakeover
purposes. |
• |
More simplified capital
structure; |
• |
Enhanced
liquidity; |
• |
Fairness of conversion
terms; |
• |
Impact on voting power and
dividends; |
• |
Reasons for the
reclassification; |
• |
Conflicts of interest;
and |
• |
Other alternatives
considered. |
• |
A stock exchange has provided
notice to the company of a potential delisting;
or |
• |
The effective increase in
authorized shares is equal to or less than the allowable increase
calculated in accordance with the Common Stock Authorization
guidelines |
• |
Adverse governance
changes; |
• |
Excessive increases in
authorized capital stock; |
• |
Unfair method of
distribution; |
• |
Diminution of voting
rights; |
• |
Adverse conversion
features; |
• |
Negative impact on stock
option plans; and |
• |
Alternatives such as
spin-off. |
• |
Purchase
price; |
• |
Fairness
opinion; |
• |
Financial and strategic
benefits; |
• |
How the deal was
negotiated; |
• |
Conflicts of
interest; |
• |
Other alternatives for the
business; |
• |
Non-completion
risk. |
• |
Impact on the balance
sheet/working capital; |
• |
Potential elimination of
diseconomies; |
• |
Anticipated financial and
operating benefits; |
• |
Anticipated use of
funds; |
• |
Value received for the
asset; |
• |
Fairness
opinion; |
• |
How the deal was
negotiated; |
• |
Conflicts of
interest. |
• |
Dilution to existing
shareholders' positions; |
• |
Terms of the offer -
discount/premium in purchase price to investor, including any fairness
opinion; termination penalties; exit
strategy; |
• |
Financial issues - company's
financial situation; degree of need for capital; use of proceeds; effect
of the financing on the company's cost of
capital; |
• |
Management's efforts to pursue
other alternatives; |
• |
Control issues - change in
management; change in control, guaranteed board and committee seats;
standstill provisions; voting agreements; veto power over certain
corporate actions; and |
• |
Conflict of interest - arm's
length transaction, managerial
incentives. |
• |
The reasons for the
change; |
• |
Any financial or tax
benefits; |
• |
Regulatory
benefits; |
• |
Increases in capital
structure; and |
• |
Changes to the articles of
incorporation or bylaws of the company. |
• |
Increases in common or
preferred stock in excess of the allowable maximum (see discussion under
“Capital”); or |
• |
Adverse changes in shareholder
rights. |
• |
Offer
price/premium; |
• |
Fairness
opinion; |
• |
How the deal was
negotiated; |
• |
Conflicts of
interest; |
• |
Other alternatives/offers
considered; and |
• |
Non-completion
risk. |
• |
Whether the company has
attained benefits from being publicly-traded (examination of trading
volume, liquidity, and market research of the
stock); |
• |
Balanced interests of
continuing vs. cashed-out shareholders, taking into account the
following: |
• |
Are all shareholders able to
participate in the transaction? |
• |
Will there be a liquid market
for remaining shareholders following the
transaction? |
• |
Does the company have strong
corporate governance? |
• |
Will insiders reap the gains
of control following the proposed
transaction? |
• |
Does the state of
incorporation have laws requiring continued reporting that may benefit
shareholders? |
• |
Percentage of assets/business
contributed; |
• |
Percentage
ownership; |
• |
Financial and strategic
benefits; |
• |
Governance
structure; |
• |
Conflicts of
interest; |
• |
Other alternatives;
and |
• |
Non-completion
risk. |
• |
Management’s efforts to pursue
other alternatives; |
• |
Appraisal value of assets;
and |
• |
The compensation plan for
executives managing the liquidation. |
• |
Valuation - Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for
assessing valuation reasonableness, emphasis is placed on the offer
premium, market reaction and strategic
rationale. |
• |
Market reaction - How has the
market responded to the proposed deal? A negative market reaction should
cause closer scrutiny of a deal. |
• |
Strategic rationale - Does the
deal make sense strategically? From where is the value derived? Cost and
revenue synergies should not be overly aggressive or optimistic, but
reasonably achievable. Management should also have a favorable track
record of successful integration of historical
acquisitions. |
• |
Negotiations and process -
Were the terms of the transaction negotiated
at |
• |
arm's-length? Was the process
fair and equitable? A fair process helps to ensure the best price for
shareholders. Significant negotiation "wins" can also signify the deal
makers' competency. The comprehensiveness of the sales process (e.g., full
auction, partial auction, no auction) can also affect shareholder
value. |
• |
Conflicts of interest - Are
insiders benefiting from the transaction disproportionately and
inappropriately as compared to non-insider shareholders? As the result of
potential conflicts, the directors and officers of the company may be more
likely to vote to approve a merger than if they did not hold these
interests. Consider whether these interests may have influenced these
directors and officers to support or recommend the
merger. |
• |
Governance - Will the combined
company have a better or worse governance profile than the current
governance profiles of the respective parties to the transaction? If the
governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance. |
• |
Dilution to existing
shareholders' position: The amount and timing of shareholder ownership
dilution should be weighed against the needs and proposed shareholder
benefits of the capital infusion. Although newly issued common stock,
absent preemptive rights, is typically dilutive to existing shareholders,
share price appreciation is often the necessary event to trigger the
exercise of “out of the money” warrants and convertible debt. In these
instances from a value standpoint, the negative impact of dilution is
mitigated by the increase in the company’s stock price that must occur to
trigger the dilutive event. |
• |
Terms of the offer
(discount/premium in purchase price to investor, including any fairness
opinion, conversion features, termination penalties, exit
strategy): |
• |
The terms of the offer should
be weighed against the alternatives of the company and in light of
company's financial condition. Ideally, the conversion price for
convertible debt and the exercise price for warrants should be at a
premium to the then prevailing stock price at the time of private
placement. |
• |
When evaluating the magnitude
of a private placement discount or premium, consider factors that
influence the discount or premium, such as, liquidity, due diligence
costs, control and monitoring costs, capital scarcity, information
asymmetry and anticipation of future
performance. |
• |
Financial
issues: |
• |
The company's financial
condition; |
• |
Degree of need for
capital; |
• |
Use of
proceeds; |
• |
Effect of the financing on the
company's cost of capital; |
• |
Current and proposed cash burn
rate; |
• |
Going concern viability and
the state of the capital and credit
markets. |
• |
Management's efforts to pursue
alternatives and whether the company engaged in a process to evaluate
alternatives: A fair, unconstrained process helps to ensure the best price
for shareholders. Financing alternatives can include joint ventures,
partnership, merger or sale of part or all of the
company. |
• |
Control
issues: |
• |
Change in
management; |
• |
Change in
control; |
• |
Guaranteed board and committee
seats; |
• |
Standstill
provisions; |
• |
Voting
agreements; |
• |
Veto power over certain
corporate actions; and |
• |
Minority versus majority
ownership and corresponding minority discount or majority control
premium. |
• |
Conflicts of
interest: |
• |
Conflicts of interest should
be viewed from the perspective of the company and the
investor. |
• |
Were the terms of the
transaction negotiated at arm's length? Are managerial incentives aligned
with shareholder interests? |
• |
Market
reaction: |
• |
The market's response to the
proposed deal. A negative market reaction may be a cause for concern.
Market reaction may be addressed by analyzing the one day impact on the
unaffected stock price. |
• |
Estimated value and financial
prospects of the reorganized company; |
• |
Percentage ownership of
current shareholders in the reorganized
company; |
• |
Whether shareholders are
adequately represented in the reorganization process (particularly through
the existence of an Official Equity
Committee); |
• |
The cause(s) of the bankruptcy
filing, and the extent to which the plan of reorganization addresses the
cause(s); |
• |
Existence of a superior
alternative to the plan of reorganization;
and |
• |
Governance of the reorganized
company. |
• |
Valuation - Is the value being
paid by the SPAC reasonable? SPACs generally lack an independent fairness
opinion and the financials on the target may be limited. Compare the
conversion price with the intrinsic value of the target company provided
in the fairness opinion. Also, evaluate the proportionate value of the
combined entity attributable to the SPAC IPO shareholders versus the pre-
merger value of SPAC. Additionally, a private company discount may be
applied to the target, if it is a private
entity. |
• |
Market reaction - How has the
market responded to the proposed deal? A negative market reaction may be a
cause for concern. Market reaction may be addressed by analyzing the
one-day impact on the unaffected stock
price. |
• |
Deal timing - A main driver
for most transactions is that the SPAC |
• |
charter typically requires the
deal to be complete within 18 to 24 months, or the SPAC is to be
liquidated. Evaluate the valuation, market reaction, and potential
conflicts of interest for deals that are announced close to the
liquidation date. |
• |
Negotiations and process -
What was the process undertaken to identify potential target companies
within specified industry or location specified in charter? Consider the
background of the sponsors. |
• |
Conflicts of interest - How
are sponsors benefiting from the transaction compared to IPO shareholders?
Potential conflicts could arise if a fairness opinion is issued by the
insiders to qualify the deal rather than a third party or if management is
encouraged to pay a higher price for the target because of an 80% rule
(the charter requires that the fair market value of the target is at least
equal to 80% of net assets of the SPAC). Also, there may be sense of
urgency by the management team of the SPAC to close the deal since its
charter typically requires a transaction to be completed within the 18-24
month timeframe. |
• |
Voting agreements - Are the
sponsors entering into any voting agreements/ tender offers with
shareholders who are likely to vote AGAINST the proposed merger or
exercise conversion rights? |
• |
Governance - What is the
impact of having the SPAC CEO or founder on key committees following the
proposed merger? |
• |
Tax and regulatory
advantages; |
• |
Planned use of the sale
proceeds; |
• |
Valuation of
spinoff; |
• |
Fairness
opinion; |
• |
Benefits to the parent
company; |
• |
Conflicts of
interest; |
• |
Managerial
incentives; |
• |
Corporate governance
changes; |
• |
Changes in the capital
structure. |
• |
Hiring a financial advisor to
explore strategic alternatives; |
• |
Selling the company;
or |
• |
Liquidating the company and
distributing the proceeds to
shareholders. |
• |
Prolonged poor performance
with no turnaround in sight; |
• |
Signs of entrenched board and
management (such as the adoption of takeover
defenses); |
• |
Strategic plan in place for
improving value; |
• |
Likelihood of receiving
reasonable value in a sale or dissolution;
and |
• |
The company actively exploring
its strategic options, including retaining a financial
advisor. |
1. |
Maintain appropriate
pay-for-performance alignment, with emphasis on long-term shareholder
value: This principle encompasses overall executive pay practices, which
must be designed |
2. |
Avoid arrangements that risk
“pay for failure”: This principle addresses the appropriateness of long or
indefinite contracts, excessive severance packages, and guaranteed
compensation; |
3. |
Maintain an independent and
effective compensation committee: This principle promotes oversight of
executive pay programs by directors with appropriate skills, knowledge,
experience, and a sound process for compensation decision- making (e.g.,
including access to independent expertise and advice when
needed); |
4. |
Provide shareholders with
clear, comprehensive compensation disclosures: This principle underscores
the importance of informative and timely disclosures that enable
shareholders to evaluate executive pay practices fully and
fairly; |
5. |
Avoid inappropriate pay to
non-executive directors: This principle recognizes the interests of
shareholders in ensuring that compensation to outside directors does not
compromise their independence and ability to make appropriate judgments in
overseeing managers’ pay and performance. At the market level, it may
incorporate a variety of generally accepted best
practices. |
• |
There is a significant
misalignment between CEO pay and company performance (pay for
performance); |
• |
The company maintains
significant problematic pay practices; |
• |
The board exhibits a
significant level of poor communication and responsiveness to
shareholders. |
• |
There is no MSOP on the
ballot, and an AGAINST vote on an MSOP is warranted due to pay for
performance misalignment, problematic pay practices, or the lack of
adequate responsiveness on compensation issues raised previously, or a
combination thereof; |
• |
The board fails to respond
adequately to a previous MSOP proposal that received less than 70 percent
support of votes cast; |
• |
The company has recently
practiced or approved problematic pay practices, including option
repricing or option backdating; or |
• |
The situation is
egregious. |
• |
Peer Group
Alignment: |
◦ |
The degree of alignment
between the company's TSR rank and the CEO's total pay rank within a peer
group, as measured over one-year and three- year
periods; |
◦ |
The multiple of the CEO's
total pay relative to the peer group
median. |
• |
Absolute Alignment - the
absolute alignment between the trend in CEO pay and company TSR over the
prior five fiscal years - i.e., the difference between the trend in annual
pay changes and the trend in annualized TSR during the
period. |
• |
The ratio of performance- to
time-based equity awards; |
• |
The overall ratio of
performance-based compensation; |
• |
The completeness of disclosure
and rigor of performance goals; |
• |
The company's peer group
benchmarking practices; |
• |
Actual results of
financial/operational metrics, such as growth in revenue, profit, cash
flow, etc., both absolute and relative to
peers; |
• |
Special circumstances related
to, for example, a new CEO in the prior fiscal year or anomalous equity
grant practices (e.g., bi-annual awards); |
• |
Realizable pay compared to
grant pay; and |
• |
Any other factors deemed
relevant. |
• |
Problematic practices related
to non-performance-based compensation
elements; |
• |
Incentives that may motivate
excessive risk-taking; and |
• |
Options
Backdating. |
1. |
Repricing or replacing of
underwater stock options/SARS without prior shareholder approval
(including cash buyouts and voluntary surrender of underwater
options); |
• |
Excessive perquisites or tax
gross-ups, including any gross-up related to a secular trust or restricted
stock vesting; |
• |
New or extended agreements
that provide for: |
• |
Change-in-control (CIC)
payments exceeding 3 times base salary and average/target/most recent
bonus; |
• |
CIC severance payments without
involuntary job loss or substantial diminution of duties ("single" or
"modified single" triggers); |
• |
CIC payments with excise tax
gross-ups (including "modified"
gross-ups). |
• |
Multi-year guaranteed
bonuses; |
• |
A single or common performance
metric used for short- and long-term
plans; |
• |
Lucrative severance
packages; |
• |
High pay opportunities
relative to industry peers; |
• |
Disproportionate supplemental
pensions; or |
• |
Mega annual equity grants that
provide unlimited upside with no downside
risk. |
• |
Reason and motive for the
options backdating issue, such as inadvertent vs. deliberate grant date
changes; |
• |
Duration of options
backdating; |
• |
Size of restatement due to
options backdating; |
• |
Corrective actions taken by
the board or compensation committee, such as canceling or re-pricing
backdated options, the recouping of option gains on backdated grants;
and |
• |
Adoption of a grant policy
that prohibits backdating, and creates a fixed grant schedule or window
period for equity grants in the future. |
• |
Failure to respond to
majority-supported shareholder proposals on executive pay topics;
or |
• |
Failure to adequately respond
to the company's previous say-on-pay proposal that received the support of
less than 70 percent of votes cast, taking into
account: |
• |
The company's response,
including: |
◦ |
Disclosure of engagement
efforts with major institutional investors regarding the issues that
contributed to the low level of support; |
◦ |
Specific actions taken to
address the issues that contributed to the low level of
support; |
◦ |
Other recent compensation
actions taken by the company; |
• |
Whether the issues raised are
recurring or isolated; |
• |
The company's ownership
structure; and |
• |
Whether the support level was
less than 50 percent, which would warrant the highest degree of
responsiveness. |
• |
Single- or
modified-single-trigger cash severance; |
• |
Single-trigger acceleration of
unvested equity awards; |
• |
Excessive cash severance
(>3x base salary and bonus); |
• |
Excise tax gross-ups triggered
and payable (as opposed to a provision to provide excise tax
gross-ups); |
• |
Excessive golden parachute
payments (on an absolute basis or as a percentage of transaction equity
value); or |
• |
Recent amendments that
incorporate any problematic features (such as those above) or recent
actions (such as extraordinary equity grants) that may make packages so
attractive as to influence merger agreements that may not be in the best
interests of shareholders; or |
• |
The company's assertion that a
proposed transaction is conditioned on shareholder approval of the golden
parachute advisory vote. |
• |
Plan Cost: The total estimated
cost of the company’s equity plans relative to industry/market cap
peers; |
• |
Plan
Features: |
• |
Automatic single-triggered
award vesting upon a change in control
(CIC); |
• |
Discretionary vesting
authority; |
• |
Liberal share recycling on
various award types; |
• |
Lack of minimum vesting period
for grants made under the plan |
• |
Dividends payable prior to
award vesting. |
• |
Grant
Practices: |
• |
The company’s three year burn
rate relative to its industry/market cap
peers; |
• |
Vesting requirements in most
recent CEO equity grants (3-year
look-back); |
• |
The estimated duration of the
plan (based on the sum of shares remaining available and the new shares
requested, divided by the average annual shares granted in the prior three
years); |
• |
The proportion of the CEO's
most recent equity grants/awards subject to performance
conditions; |
• |
Whether the company maintains
a claw-back policy; |
• |
Whether the company has
established post exercise/vesting share-holding
requirements. |
• |
Awards may vest in connection
with a liberal change-of-control
definition; |
• |
The plan would permit
repricing or cash buyout of underwater options without shareholder
approval (either by expressly permitting it - for NYSE and Nasdaq listed
companies -- or by not prohibiting it when the company has a history of
repricing - for non-listed companies); |
• |
The plan is a vehicle for
problematic pay practices or a significant pay-for- performance disconnect
under certain circumstances; or |
• |
Any other plan features are
determined to have a significant negative impact on shareholder
interests. |
• |
Purchase price is at least 85
percent of fair market value; |
• |
Offering period is 27 months
or less; and |
• |
The number of shares allocated
to the plan is ten percent or less of the outstanding
shares. |
• |
Purchase price is less than 85
percent of fair market value; or |
• |
Offering period is greater
than 27 months; or |
• |
The number of shares allocated
to the plan is more than ten percent of the outstanding
shares. |
• |
Broad-based participation
(i.e., all employees of the company with the exclusion of individuals with
5 percent or more of beneficial ownership of the
company); |
• |
Limits on employee
contribution, which may be a fixed dollar amount or expressed as a percent
of base salary; |
• |
Company matching contribution
up to 25 percent of employee’s contribution, which is effectively a
discount of 20 percent from market value; |
• |
No discount on the stock price
on the date of purchase since there is a company matching
contribution. |
• |
Historic trading patterns--the
stock price should not be so volatile that the options are likely to be
back “in-the-money” over the near term; |
• |
Rationale for the
re-pricing--was the stock price decline beyond management's
control? |
• |
Is this a value-for-value
exchange? |
• |
Are surrendered stock options
added back to the plan reserve? |
• |
Option vesting--does the new
option vest immediately or is there a black-out
period? |
• |
Term of the option--the term
should remain the same as that of the replaced
option; |
• |
Exercise price--should be set
at fair market or a premium to market; |
• |
Participants--executive
officers and directors should be
excluded. |
• |
Executive officers and
non-employee directors are excluded from
participating; |
• |
Stock options are purchased by
third-party financial institutions at a discount to their fair value using
option pricing models such as Black-Scholes or a Binomial Option Valuation
or other appropriate financial models;
and |
• |
There is a two-year minimum
holding period for sale proceeds (cash or stock) for all
participants. |
• |
Eligibility; |
• |
Vesting; |
• |
Bid-price; |
• |
Term of
options; |
• |
Cost of the program and impact
of the TSOs on company’s total option
expense |
• |
Option repricing
policy. |
• |
If the equity plan under which
non-employee director grants are made is on the ballot, whether or not it
warrants support; and |
• |
An assessment of the following
qualitative factors: |
• |
The relative magnitude of
director compensation as compared to companies of a similar
profile; |
• |
The presence of problematic
pay practices relating to director
compensation; |
• |
Director stock ownership
guidelines and holding requirements; |
• |
Equity award vesting
schedules; |
• |
The mix of cash and
equity-based compensation; |
• |
Meaningful limits on director
compensation; |
• |
The availability of retirement
benefits or perquisites; and |
• |
The quality of disclosure
surrounding director compensation. |
• |
The total estimated cost of
the company’s equity plans relative to industry/market cap
peers; |
• |
The company’s three year burn
rate relative to its industry/market cap peers;
and |
• |
The presence of any egregious
plan features (such as an option repricing provision or liberal CIC
vesting risk). |
• |
The relative magnitude of
director compensation as compared to companies of a similar
profile. |
• |
The presence of problematic
pay practices relating to director
compensation; |
• |
Director stock ownership
guidelines and holding requirements. |
• |
Equity award vesting
schedules: |
• |
The mix of cash and equity
based compensation; |
• |
Meaningful limits on director
compensation: |
• |
The availability of retirement
benefits, or perquisites; and |
• |
The quality of disclosure
surrounding director compensation. |
• |
The company’s past practices
regarding equity and cash compensation; |
• |
Whether the company has a
holding period or stock ownership requirements in place, such as a
meaningful retention ratio (at least 50 percent for full tenure);
and |
• |
Whether the company has a
rigorous claw-back policy in place. |
• |
The percentage /ratio of net
shares required to be retained; |
• |
The time period required to
retain the shares; |
• |
Whether the company has equity
retention, holding period, and/or stock ownership requirements in place
and the robustness of such requirements; |
• |
Whether the company has any
other policies aimed at mitigating risk taking by
executives; |
• |
Executives’ actual stock
ownership and the degree to which it meets or exceeds the proponent’s
suggested holding period/retention ratio or the company’s existing
requirements; and |
• |
Problematic pay practices,
current and past, which may demonstrate a short- term versus long-term
focus. |
• |
First, generally vote FOR
shareholder proposals advocating the use of performance-based equity
awards, such as performance contingent options or restricted stock,
indexed options or premium-priced options, unless the proposal is overly
restrictive or if the company has demonstrated that it is using a
“substantial” portion of performance-based awards for its top executives.
Standard stock options and performance-accelerated awards do not meet the
criteria to be considered as performance-based awards. Further, premium-
priced options should have a premium of at least 25 percent and higher to
be considered performance-based awards. |
• |
Second, assess the rigor of
the company’s performance-based equity program. If the bar set for the
performance-based program is too low based on the company’s historical or
peer group comparison, generally vote FOR the proposal. Furthermore, if
target performance results in an above target payout, vote FOR the
shareholder proposal due to program’s poor design. If the company does not
disclose the performance metric of the performance-based
|
• |
Set compensation targets for
the plan’s annual and long-term incentive pay components at or below the
peer group median; |
• |
Deliver a majority of the
plan’s target long-term compensation through performance-vested, not
simply time-vested, equity awards; |
• |
Provide the strategic
rationale and relative weightings of the financial and non- financial
performance metrics or criteria used in the annual and performance- vested
long-term incentive components of the
plan; |
• |
Establish performance targets
for each plan financial metric relative to the performance of the
company’s peer companies; |
• |
Limit payment under the annual
and performance-vested long-term incentive components of the plan to when
the company’s performance on its selected financial performance metrics
exceeds peer group median performance. |
• |
What aspects of the company’s
annual and long-term equity incentive programs are performance
driven? |
• |
If the annual and long-term
equity incentive programs are performance driven, are the performance
criteria and hurdle rates disclosed to shareholders or are they
benchmarked against a disclosed peer
group? |
• |
Can shareholders assess the
correlation between pay and performance based on the current
disclosure? |
• |
What type of industry and
stage of business cycle does the company belong
to? |
• |
Adoption, amendment, or
termination of a 10b5-1 Plan must be disclosed within two business days in
a Form 8-K; |
• |
Amendment or early termination
of a 10b5-1 Plan is allowed only under extraordinary circumstances, as
determined by the board; |
• |
Ninety days must elapse
between adoption or amendment of a 10b5-1 Plan and initial trading under
the plan; |
• |
Reports on Form 4 must
identify transactions made pursuant to a 10b5-1
Plan; |
• |
An executive may not trade in
company stock outside the 10b5-1 Plan. |
• |
Trades under a 10b5-1 Plan
must be handled by a broker who does not handle other securities
transactions for the executive. |
• |
If the company has adopted a
formal recoupment bonus policy; |
• |
The rigor of the recoupment
policy focusing on how and under what circumstances the company may recoup
incentive or stock compensation; |
• |
If the company has chronic
restatement history or material financial problems;
or |
• |
If the company’s policy
substantially addresses the concerns raised by the
proponent; |
• |
Disclosure of recoupment of
incentive or stock compensation from senior executives or lack thereof;
or |
• |
Any other relevant
factors. |
• |
The triggering mechanism
should be beyond the control of
management; |
• |
The amount should not exceed
three times base amount (defined as the average annual taxable W-2
compensation during the five years prior to the year in which the change
of control occurs); |
• |
Change-in-control payments
should be double-triggered, i.e., (1) after a change in control has taken
place, and (2) termination of the executive as a result of the change in
control. Change in control is defined as a change in the company ownership
structure. |
• |
The company’s current
treatment of equity upon employment termination and/or in
change-of-control situations (i.e. vesting is double triggered and/or pro
rata, does it allow for the assumption of equity by acquiring company, the
treatment of performance shares, etc.); |
• |
Current employment agreements,
including potential poor pay practices such as gross-ups embedded in those
agreements. |
• |
If the issues presented in the
proposal are more appropriately or effectively dealt with through
legislation or government regulation; |
• |
If the company has already
responded in an appropriate and sufficient manner to the issue(s) raised
in the proposal; |
• |
Whether the proposal’s request
is unduly burdensome (scope, timeframe, or cost) or overly
prescriptive; |
• |
The company’s approach
compared with any industry standard practices for addressing the issue(s)
raised by the proposal; |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not reasonable
and sufficient information is currently available to shareholders from the
company or from other publicly available sources;
and |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not
implementation would reveal proprietary or confidential information that
could place the company at a competitive
disadvantage. |
• |
The company has already
published a set of animal welfare standards and monitors
compliance; |
• |
The company’s standards are
comparable to industry peers; and |
• |
There are no recent,
significant fines or litigation or controversies related to the company’s
and/or its suppliers’ treatment of
animals. |
• |
The company is conducting
animal testing programs that are unnecessary or not required by
regulation; |
• |
The company is conducting
animal testing when suitable alternatives are commonly accepted and used
at industry peers; or |
• |
There are recent, significant
fines or litigation related to the company’s treatment of
animals. |
• |
The potential impact of such
labeling on the company's business; |
• |
The quality of the company’s
disclosure on GE product labeling, related voluntary initiatives, and how
this disclosure compares with industry peer disclosure;
and |
• |
Company’s current disclosure
on the feasibility of GE product
labeling. |
• |
Whether the company has
adequately disclosed mechanisms in place to prevent
abuses; |
• |
Whether the company has
adequately disclosed the financial risks of the products/practices in
question; |
• |
Whether the company has been
subject to violations of related laws or serious controversies;
and |
• |
Peer companies’
policies/practices in this area. |
• |
The nature of the company’s
business and the potential for reputational, market and regulatory risk
exposure; |
• |
The existing disclosure of
relevant policies; |
• |
Deviation from established
industry norms; |
• |
Relevant company initiatives
to provide research and/or products to disadvantaged
consumers; |
• |
Whether the proposal focuses
on specific products or geographic
regions; |
• |
The potential burden and scope
of the requested report; and |
• |
Recent significant
controversies, litigation, or fines at the
company. |
• |
The company already discloses
similar information through existing reports such as a Supplier Code of
Conduct and/or a sustainability report; |
• |
The company has formally
committed to the implementation of a toxic/hazardous materials and/or
product safety and supply chain reporting and monitoring program based on
industry norms or similar standards within a specified time frame;
and |
• |
The company has not been
recently involved in relevant significant controversies, fines, or
litigation. |
• |
The company’s current level of
disclosure regarding its product safety policies, initiatives and
oversight mechanisms. |
• |
Current regulations in the
markets in which the company operates;
and |
• |
Recent significant
controversies, litigation, or fines stemming from toxic/hazardous
materials at the company. |
• |
Recent related fines,
controversies, or significant litigation; |
• |
Whether the company complies
with relevant laws and regulations on the marketing of
tobacco; |
• |
Whether the company’s
advertising restrictions deviate from those of industry
peers; |
• |
Whether the company entered
into the Master Settlement Agreement, which restricts marketing of tobacco
to youth; |
• |
Whether restrictions on
marketing to youth extend to foreign
countries. |
• |
Whether the company complies
with all laws and regulations; |
• |
The degree that voluntary
restrictions beyond those mandated by law might hurt the company’s
competitiveness; |
• |
The risk of any health-related
liabilities. |
• |
Whether the company already
provides current, publicly-available information on the impacts that
climate change may have on the company as well as associated company
policies and procedures to address related risks and/or
opportunities; |
• |
The company’s level of
disclosure is at least comparable to that of industry peers;
and |
• |
There are no significant,
controversies, fines, penalties, or litigation associated with the
company’s environmental performance. |
• |
The company already discloses
current, publicly-available information on the impacts that GHG emissions
may have on the company as well as associated company policies and
procedures to address related risks and/or
opportunities; |
• |
The company's level of
disclosure is comparable to that of industry peers;
and |
• |
There are no significant,
controversies, fines, penalties, or litigation associated with the
company's GHG emissions. |
• |
Whether the company provides
disclosure of year-over-year GHG emissions performance
data; |
• |
Whether company disclosure
lags behind industry peers; |
• |
The company’s actual GHG
emissions performance; |
• |
The company’s current GHG
emission policies, oversight mechanisms and related initiatives;
and |
• |
Whether the company has been
the subject of recent, significant violations, fines, litigation, or
controversy related to GHG emissions; |
• |
Current disclosure of
applicable policies and risk assessment report(s) and risk management
procedures; |
• |
The impact of regulatory
non-compliance, litigation, remediation, or reputational loss that may be
associated with failure to manage the company’s operations in question,
including the management of relevant community and stakeholder
relations; |
• |
The nature, purpose, and scope
of the company’s operations in the specific
region(s); |
• |
The degree to which company
policies and procedures are consistent with industry norms;
and |
• |
The scope of the
resolution. |
• |
The company complies with
applicable energy efficiency regulations and laws, and discloses its
participation in energy efficiency policies and programs, including
disclosure of benchmark data, targets, and performance measures;
or |
• |
The proponent requests
adoption of specific energy efficiency goals within specific
timelines. |
• |
The company's current level of
disclosure of relevant policies and oversight
mechanisms; |
• |
The company's current level of
such disclosure relative to its industry
peers; |
• |
Potential relevant local,
state, or national regulatory developments;
and |
• |
Controversies, fines, or
litigation related to the company's hydraulic fracturing
operations. |
• |
Operations in the specified
regions are not permitted by current laws or
regulations; |
• |
The company does not currently
have operations or plans to develop operations in these protected regions;
or, |
• |
The company’s disclosure of
its operations and environmental policies in these regions is comparable
to industry peers. |
• |
The nature of the company’s
business; |
• |
The current level of
disclosure of the company's existing related
programs; |
• |
The timetable and methods of
program implementation prescribed by the
proposal; |
• |
The ability of the company to
address the issues raised in the proposal;
and |
• |
The company's recycling
programs compared with the similar programs of its industry
peers. |
• |
The scope and structure of the
proposal; |
• |
The company’s current level of
disclosure on renewable energy use and GHG emissions;
and |
• |
The company’s disclosure of
policies, practices, and oversight implemented to manage GHG emissions and
mitigate climate change risks. |
• |
The gender and racial minority
representation of the company’s board is reasonably inclusive in relation
to companies of similar size and business;
and |
• |
The board already reports on
its nominating procedures and gender and racial minority initiatives on
the board and within the company. |
• |
The degree of existing gender
and racial minority diversity on the company’s board and among its
executive officers; |
• |
The level of gender and racial
minority representation that exists at the company’s industry
peers; |
• |
The company’s established
process for addressing gender and racial minority board
representation; |
• |
Whether the proposal includes
an overly prescriptive request to amend nominating committee charter
language; |
• |
The independence of the
company’s nominating committee; |
• |
The company uses an outside
search firm to identify potential director nominees;
and |
• |
Whether the company has had
recent controversies, fines, or litigation regarding equal employment
practices. |
• |
The company publicly discloses
its comprehensive equal opportunity policies and
initiatives; |
• |
The company already publicly
discloses comprehensive workforce diversity data;
and |
• |
The company has no recent
significant EEO-related violations or
litigation. |
• |
The scope and prescriptive
nature of the proposal; |
• |
Whether the company has
significant and/or persistent controversies or regulatory violations
regarding social and/or environmental
issues; |
• |
Whether the company has
management systems and oversight mechanisms in place regarding its social
and environmental performance; |
• |
The degree to which industry
peers have incorporated similar non-financial performance criteria in
their executive compensation practices;
and |
• |
The company‘s current level of
disclosure regarding its environmental and social
performance. |
• |
There are no recent,
significant controversies, fines or litigation regarding the company’s
political contributions or trade association spending;
and |
• |
The company has procedures in
place to ensure that employee contributions to company-sponsored political
action committees (PACs) are strictly voluntary and prohibit
coercion. |
• |
The company’s policies, and
management and board oversight related to its direct political
contributions and payments to trade associations or other groups that may
be used for political purposes; |
• |
The company’s disclosure
regarding its support of, and participation in, trade associations or
other groups that may make political contributions;
and |
• |
Recent significant
controversies, fines, or litigation related to the company's political
contributions or political activities. |
• |
The company’s current
disclosure of relevant lobbying policies, and management and board
oversight; |
• |
The company’s disclosure
regarding trade associations or other groups that it supports, or is a
member of, that engage in lobbying activities;
and |
• |
Recent significant
controversies, fines, or litigation regarding the company’s
lobbying-related activities. |
• |
The degree to which existing
relevant policies and practices are
disclosed; |
• |
Whether or not existing
relevant policies are consistent with internationally recognized
standards; |
• |
Whether company facilities and
those of its suppliers are monitored and
how; |
• |
Company participation in fair
labor organizations or other internationally recognized human rights
initiatives; |
• |
Scope and nature of business
conducted in markets known to have higher risk of workplace labor/human
rights abuse; |
• |
Recent, significant company
controversies, fines, or litigation regarding human rights at the company
or its suppliers; |
• |
The scope of the request;
and |
• |
Deviation from industry sector
peer company standards and practices. |
• |
The degree to which existing
relevant policies and practices are disclosed, including information on
the implementation of these policies and any related oversight
mechanisms; |
• |
The company’s industry and
whether the company or its suppliers operate in countries or areas where
there is a history of human rights
concerns; |
• |
Recent, significant
controversies, fines, or litigation regarding human rights involving the
company or its suppliers, and whether the company has taken remedial
steps; and |
• |
Whether the proposal is unduly
burdensome or overly prescriptive. |
• |
The level of disclosure of
company policies and procedures relating to data security, privacy,
freedom of speech, information access and management, and internet
censorship; |
• |
Engagement in dialogue with
governments and/or relevant groups with respect to the data security,
privacy, or the free flow of information on the
internet; |
• |
The scope of business
involvement and of investment in markets that maintain government
censorship or monitoring of the Internet; |
• |
The applicable market-specific
laws or regulations that may be imposed on the company;
and, |
• |
The level of controversy,
fines or litigation related to data security, privacy, freedom of speech
or Internet censorship. |
• |
The nature, purpose, and scope
of the operations and business involved that could be affected by social
or political disruption; |
• |
Current disclosure of
applicable risk assessment(s) and risk management
procedures; |
• |
Compliance with U.S. sanctions
and laws; |
• |
Consideration of other
international policies, standards, and laws;
and |
• |
Whether the company has been
recently involved in recent, significant controversies, fines or
litigation related to its operations in "high-risk"
markets. |
• |
Controversies surrounding
operations in the relevant market(s); |
• |
The value of the requested
report to shareholders; |
• |
The company’s current level of
disclosure of relevant information on outsourcing and plant closure
procedures; and |
• |
The company’s existing human
rights standards relative to industry
peers. |
• |
The current level of company
disclosure of its workplace health and safety performance data, health and
safety management policies, initiatives, and oversight
mechanisms; |
• |
The nature of the company’s
business, specifically regarding company and employee exposure to health
and safety risks; |
• |
Recent significant
controversies, fines, or violations related to workplace health and
safety; and |
• |
The company's workplace health
and safety performance relative to industry
peers. |
• |
The company’s compliance with
applicable regulations and guidelines; |
• |
The company’s current level of
disclosure regarding its security and safety policies, procedures, and
compliance monitoring; and |
• |
The existence of recent,
significant violations, fines, or controversy regarding the safety and
security of the company’s operations and/or
facilities. |
• |
The company already discloses
similar information through existing reports or policies such as an
Environment, Health, and Safety (EHS) report; a comprehensive Code of
Corporate Conduct; and/or a Diversity Report;
or |
• |
The company has formally
committed to the implementation of a reporting program based on Global
Reporting Initiative (GRI) guidelines or a similar standard within a
specified time frame. |
• |
The company's current
disclosure of relevant policies, initiatives, oversight mechanisms, and
water usage metrics; |
• |
Whether or not the company's
existing water-related policies and practices are consistent with relevant
internationally recognized standards and national/local
regulations; |
• |
The potential financial impact
or risk to the company associated with water- related concerns or issues;
and |
• |
Recent, significant company
controversies, fines, or litigation regarding water use by the company and
its suppliers. |
• |
Past performance as a
closed-end fund; |
• |
Market in which the fund
invests; |
• |
Measures taken by the board to
address the discount; and |
• |
Past shareholder activism,
board activity, and votes on related
proposals. |
• |
Past performance relative to
its peers; |
• |
Market in which fund
invests; |
• |
Measures taken by the board to
address the issues; |
• |
Past shareholder activism,
board activity, and votes on related
proposals; |
• |
Strategy of the incumbents
versus the dissidents; |
• |
Independence of
directors; |
• |
Experience and skills of
director candidates; |
• |
Governance profile of the
company; |
• |
Evidence of management
entrenchment. |
• |
Proposed and current fee
schedules; |
• |
Fund category/investment
objective; |
• |
Performance
benchmarks; |
• |
Share price performance as
compared with peers; |
• |
Resulting fees relative to
peers; |
• |
Assignments (where the advisor
undergoes a change of control). |
• |
Stated specific financing
purpose; |
• |
Possible dilution for common
shares; |
• |
Whether the shares can be used
for antitakeover purposes. |
• |
Potential
competitiveness; |
• |
Regulatory
developments; |
• |
Current and potential returns;
and |
• |
Current and potential
risk. |
• |
The fund's target
investments; |
• |
The reasons given by the fund
for the change; and |
• |
The projected impact of the
change on the portfolio. |
• |
Political/economic changes in
the target market; |
• |
Consolidation in the target
market; and |
• |
Current asset
composition. |
• |
Potential
competitiveness; |
• |
Current and potential
returns; |
• |
Risk of
concentration; |
• |
Consolidation in target
industry. |
• |
The proposal to allow share
issuances below NAV has an expiration date no more than one year from the
date shareholders approve the underlying proposal, as required under the
Investment Company Act of 1940; |
• |
The sale is deemed to be in
the best interests of shareholders by (1) a majority of the company’s
independent directors and (2) a majority of the company’s directors who
have no financial interest in the issuance;
and |
• |
The company has demonstrated
responsible past use of share issuances by
either: |
• |
Outperforming peers in its
8-digit GICS group as measured by one- and three-year median TSRs;
or |
• |
Providing disclosure that its
past share issuances were priced at levels that resulted in only small or
moderate discounts to NAV and economic dilution to existing
non-participating shareholders. |
• |
Strategies employed to salvage
the company; |
• |
The fund’s past
performance; |
• |
The terms of the
liquidation. |
• |
The degree of change implied
by the proposal; |
• |
The efficiencies that could
result; |
• |
The state of
incorporation; |
• |
Regulatory standards and
implications. |
• |
Removal of shareholder
approval requirement to reorganize or terminate the trust or any of its
series; |
• |
Removal of shareholder
approval requirement for amendments to the new declaration of
trust; |
• |
Removal of shareholder
approval requirement to amend the fund's management contract, allowing the
contract to be modified by the investment manager and the trust
management, as permitted by the 1940 Act; |
• |
Allow the trustees to impose
other fees in addition to sales charges on investment in a fund, such as
deferred sales charges and redemption fees that may be imposed upon
redemption of a fund's shares; |
• |
Removal of shareholder
approval requirement to engage in and terminate subadvisory
arrangements; |
• |
Removal of shareholder
approval requirement to change the domicile of the
fund. |
• |
Regulations of both
states; |
• |
Required fundamental policies
of both states; |
• |
The increased flexibility
available. |
• |
Fees charged to comparably
sized funds with similar objectives; |
• |
The proposed distributor’s
reputation and past performance; |
• |
The competitiveness of the
fund in the industry; |
• |
The terms of the
agreement. |
• |
Resulting fee
structure; |
• |
Performance of both
funds; |
• |
Continuity of management
personnel; |
• |
Changes in corporate
governance and their impact on shareholder
rights. |
• |
Performance of the fund’s Net
Asset Value (NAV); |
• |
The fund’s history of
shareholder relations; |
• |
The performance of other funds
under the advisor’s management. |
• |
There are concerns about the
accounts presented or audit procedures used;
or |
• |
The company is not responsive
to shareholder questions about specific items that should be publicly
disclosed. |
• |
There are serious concerns
about the procedures used by the auditor; |
• |
There is reason to believe
that the auditor has rendered an opinion which is neither accurate nor
indicative of the company's financial
position; |
• |
External auditors have
previously served the company in an executive capacity or can otherwise be
considered affiliated with the company; |
• |
Name of the proposed auditors
has not been published; |
• |
The auditors are being changed
without explanation; or |
• |
For widely-held companies,
fees for non-audit services exceed either 100 percent of standard
audit-related fees or any stricter limit set in local best practice
recommendations or law. |
• |
There are serious concerns
about the statutory reports presented or the audit procedures used;
or |
• |
Questions exist concerning any
of the statutory auditors being appointed;
or |
• |
The auditors have previously
served the company in an executive capacity or can otherwise be considered
affiliated with the company. |
• |
The dividend payout ratio has
been consistently below 30 percent without adequate explanation;
or |
• |
The payout is excessive given
the company's financial position. |
• |
Adequate disclosure has not
been provided in a timely manner; |
• |
There are clear concerns over
questionable finances or restatements; |
• |
There have been questionable
transactions with conflicts of interest; |
• |
There are any records of
abuses against minority shareholder
interests; |
• |
The board fails to meet
minimum corporate governance standards; |
• |
There are specific concerns
about the individual, such as criminal wrongdoing or breach of fiduciary
responsibilities; and |
• |
Repeated absences at board
meetings have not been explained (in countries where this information is
disclosed). |
I. |
Director
Terms |
II. |
Bundling of Proposals to Elect
Directors |
III. |
Board
independence |
IV. |
Disclosure of Names of
Nominees |
V. |
Combined
Chairman/CEO |
VI. |
Election of a Former CEO as
Chairman of the Board |
VII. |
Overboarded
Directors |
VIII. |
Voto di Lista
(Italy) |
IX. |
One Board Seat per
Director |
X. |
Composition of
Committees |
XI. |
Composition Nominating
Committee (Sweden and Norway) |
XII. |
Election of Censors
(France) |
• |
For all markets (except Greece
or Portugal), generally vote AGAINST the election or reelection of any
non-independent directors (excluding the CEO)
if: |
◦ |
Fewer than 50 percent of the
board members elected by shareholders excluding, where relevant employee
shareholder representatives would be independent,
or |
◦ |
Fewer than one-third of all
board members, including those who, in accordance with local law(s)
requiring their mandatory board membership, are not elected by
shareholders, would be independent. |
• |
In Italy, at least half of the
board should be independent (50 percent). Issuers with a controlling
shareholder will be required to have a board consisting of at least
one-third independent members (33 percent). This applies to individual
director appointments (co-options). In the case of complete board renewals
that are regulated by the Italian slate system (“voto di lista”), board
independence will be one of the factors for determining which list of
nominees we consider best suited to add value for shareholders based, as
applicable, on European policies. |
• |
For companies incorporated in
Portugal or Greece, at least one-third of the board will be required to be
independent. Generally vote AGAINST the entire slate of candidates (in the
case of bundled elections), or a vote against the election of any
non-independent directors (in the case of unbundled elections) if board
independence level does not meet the minimum recommended one-third
threshold. |
• |
Generally vote AGAINST the
election or reelection of any non-independent directors (excluding the
CEO) if the level of independence on the board will be lower than minority
shareholders' percentage of equity ownership, or, in any case, if the
board will be less than one-third independent (whichever is
higher). |
• |
Minority shareholders'
ownership percentage is calculated by subtracting the majority
shareholder's equity ownership percentage from 100 percent. Majority
control is defined in terms of economic interest and not voting rights,
and is considered to be any shareholder or group of shareholders acting
collectively that control at least 50 percent + 1 share of the company's
equity capital. This independence threshold is applied to controlled
widely held companies or main index-listed/MSCI-EAFE member companies
which would otherwise fall under a 50-percent independence guideline as
described in the Board Independence
Policy. |
• |
Generally, based on their
membership in a major index; |
• |
For Sweden, Norway, Denmark,
Finland, and Luxembourg: based on local blue chip market index and/or MSCI
EAFE companies; |
• |
For Portugal, based on their
membership in the PSI-20 and/or MSCI-EAFE
index. |
• |
However, in markets where the
local corporate governance code addresses board independence at controlled
companies, generally vote AGAINST the election or reelection of any
non-independent directors (excluding the CEO) if the level of independence
on the board is lower than the local code recommendation, but in any case,
if the level of board independence will be less than
one-third. |
• |
There are compelling reasons
that justify the election or reelection of a former CEO as chairman;
or |
• |
The former CEO is proposed to
become the board’s chairman only on an interim or temporary basis;
or |
• |
The former CEO is proposed to
be elected as the board’s chairman for the first time after a reasonable
cooling-off period; or |
• |
Directors who hold more than
five non-chair non-executive director
positions. |
• |
A non-executive chairman who,
in addition to this role, holds (i) more than three non-chair
non-executive director positions, (ii) more than one other non- executive
chair position and one non-chair non-executive director position, or (iii)
any executive position. |
• |
Executive directors or those
in comparable roles holding (i) more than two non- chair non-executive
director positions, (ii) any other executive positions, or (iii) any
non-executive chair position. |
1. |
A member of the executive
management would be a member of the
committee; |
2. |
More than one board member who
is dependent on a major shareholder would be on the committee;
or |
3. |
The chair of the board would
also be the chair of the committee. |
• |
Company performance relative
to its peers; |
• |
Strategy of the incumbents
versus the dissidents; |
• |
Independence of
directors/nominees; |
• |
Experience and skills of board
candidates; |
• |
Governance profile of the
company; |
• |
Evidence of management
entrenchment; |
• |
Responsiveness to
shareholders; |
• |
Whether a takeover offer has
been rebuffed; |
• |
Whether minority or majority
representation is being sought. |
• |
Material failures of
governance, stewardship, risk oversight, or fiduciary responsibilities at
the company; |
• |
Failure to replace management
as appropriate; or |
• |
Egregious actions related to
the director(s)’service on other boards that raise substantial doubt about
his or her ability to effectively oversee management and serve the best
interests of shareholders at any company. |
• |
A lack of oversight or actions
by board members which invoke shareholder distrust related to malfeasance
or poor supervision, such as operating in private or company interest
rather than in shareholder interest; |
• |
Any legal issues (e.g.
civil/criminal) aiming to hold the board responsible for breach of trust
in the past or related to currently alleged action yet to be confirmed
(and not only in the fiscal year in question) such as price fixing,
insider trading, bribery, fraud, and other illegal
actions; |
• |
Other egregious governance
issues where shareholders will bring legal action against the company or
its directors. |
• |
Generally vote FOR general
issuance requests with preemptive rights, or without preemptive rights but
with a binding “priority right,” for a maximum of 50 percent over
currently issued capital. |
• |
Generally vote FOR general
authorities to issue shares without preemptive rights up to a maximum of
10 percent of share capital. |
• |
The specific purpose of the
increase (such as a share-based acquisition or merger) does not meet the
guidelines for the purpose being proposed;
or |
• |
The increase would leave the
company with less than 30 percent of its new authorization outstanding
after adjusting for all proposed
issuances. |
• |
Did not have a bylaw allowing
for double voting rights before the enactment of the Law of 29 March 2014
(Florange Act); and |
• |
Do not currently have a bylaw
prohibiting double-voting rights; and
either |
◦ |
Do not have on their ballot
for shareholder approval a bylaw amendment to prohibit double-voting,
submitted by either management or shareholders;
or |
◦ |
Have not made a public
commitment to submit such a bylaw amendment to shareholder vote before
April 3, 2016; |
• |
The reelection of directors or
supervisory board members; or |
• |
The approval of the discharge
of directors; or |
• |
If neither reelection of
directors/supervisory board members nor approval of discharge is
considered appropriate, then the approval of the annual report and
accounts. |
• |
A repurchase limit of up to 10
percent of outstanding issued share
capital; |
• |
A holding limit of up to 10
percent of a company’s issued share capital in treasury (“on the shelf”);
and |
• |
Duration of no more than 5
years, or such lower threshold as may be set by applicable law,
regulation, or code of governance best
practice. |
• |
A holding limit of up to 10
percent of a company’s issued share capital in treasury (“on the shelf”);,
and |
• |
Duration of no more than 18
months. |
• |
The repurchase can be used for
takeover defenses; |
• |
There is clear evidence of
abuse; |
• |
There is no safeguard against
selective buybacks; |
• |
Pricing provisions and
safeguards are deemed to be unreasonable in light of market
practice. |
• |
The duration of the
authorization is limited in time to no more than 18
months; |
• |
The total number of shares
covered by the authorization is
disclosed; |
• |
The number of shares that
would be purchased with call options and/or sold with put options is
limited to a maximum of 5 percent of currently outstanding capital (or
half of the total amounts allowed by law in Italy and
Germany); |
• |
A financial institution, with
experience conducting sophisticated transactions, is indicated as the
party responsible for the trading; and |
• |
The company has a clean track
record regarding repurchases. |
• |
Documents (including general
meeting documents, annual report) provided prior to the general meeting do
not mention fees paid to non-executive
directors. |
• |
Proposed amounts are excessive
relative to other companies in the country or
industry. |
• |
The company intends to
increase the fees excessively in comparison with market/sector practices,
without stating compelling reasons that justify the
increase. |
• |
Proposals provide for the
granting of stock options, performance-based equity compensation
(including stock appreciation rights and performance-vesting restricted
stock) and performance-based cash, to non-executive
directors. |
• |
Proposals introduce retirement
benefits for non-executive directors. |
• |
Proposals include both cash
and share-based components to non-executive
directors. |
• |
Proposals bundle compensation
for both non-executive and executive directors into a single
resolution. |
• |
The shares reserved for all
share plans may not exceed 5 percent of a company's issued share capital,
except in the case of high-growth companies or particularly well-designed
plans, in which case we allow dilution of between 5 and 10 percent: in
this case, we will need to have performance conditions attached to the
plans which should be acceptable under the criteria (challenging
criteria); |
• |
The plan(s) must be
sufficiently long-term in nature/structure: the minimum vesting period
must be no less than three years from date of
grant; |
• |
The awards must be granted at
market price. Discounts, if any, must be mitigated by performance criteria
or other features that justify such
discount. |
• |
If applicable, performance
standards must be fully disclosed, quantified, and long-term, with
relative performance measures preferred. |
1. |
The (re)election of members of
the remuneration committee; |
2. |
The discharge of directors;
or |
3. |
The annual report and
accounts. |
• |
Adjusting the strike price for
future ordinary dividends AND including expected dividend yield above 0
percent when determining the number of options awarded under the
plan; |
• |
Having significantly higher
expected dividends than actual historical
dividends; |
• |
Favorably adjusting the terms
of existing options plans without valid reason;
and/or |
• |
Any other provisions or
performance measures that result in undue
award. |
• |
For every share matching plan,
require a holding period. |
• |
For plans without performance
criteria, the shares must be purchased at market
price. |
• |
For broad-based share matching
plans directed at all employees, accept an arrangement up to a 1:1 ratio,
i.e. no more than one free share is awarded for every share purchased at
market value. |
• |
In addition, for plans
directed at executives, we require that sufficiently challenging
performance criteria be attached to the plan. Higher discounts demand
proportionally higher performance
criteria. |
• |
If the issues presented in the
proposal are more appropriately or effectively dealt with through
legislation or government regulation; |
• |
If the company has already
responded in an appropriate and sufficient manner to the issue(s) raised
in the proposal; |
• |
Whether the proposal's request
is unduly burdensome (scope, timeframe, or cost) or overly
prescriptive; |
• |
The company's approach
compared with any industry standard practices for addressing the issue(s)
raised by the proposal; |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not reasonable
and sufficient information is currently available to shareholders from the
company or from other publicly available sources;
and |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not
implementation would reveal proprietary or confidential information that
could place the company at a competitive
disadvantage. |
• |
Valuation - Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for
assessing valuation reasonableness, place emphasis on the offer premium,
market reaction, and strategic rationale. |
• |
Market reaction - How has the
market responded to the proposed deal? A negative market reaction will
cause a deal to be scrutinized more
closely. |
• |
Strategic rationale - Does the
deal make sense strategically? From where is the value derived? Cost and
revenue synergies should not be overly aggressive or optimistic, but
reasonably achievable. Management should also have a favorable track
record of successful integration of historical
acquisitions. |
• |
Conflicts of interest - Are
insiders benefiting from the transaction disproportionately and
inappropriately as compared to non-insider shareholders? Consider whether
any special interests may have influenced these directors and officers to
support or recommend the merger. |
• |
Governance - Will the combined
company have a better or worse governance profile than the current
governance profiles of the respective parties to the transaction? If the
governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance. |
• |
The parties on either side of
the transaction; |
• |
The nature of the asset to be
transferred/service to be provided; |
• |
The pricing of the transaction
(and any associated professional
valuation); |
• |
The views of independent
directors (where provided); |
• |
The views of an independent
financial adviser (where appointed); |
• |
Whether any entities party to
the transaction (including advisers) is conflicted;
and |
• |
The stated rationale for the
transaction, including discussions of
timing. |
• |
The supervisory board needs to
approve an issuance of shares and the supervisory board is
independent; |
• |
No call / put option agreement
exists between the company and a foundation for the issuance of
PPS; |
• |
The issuance authority is for
a maximum of 18 months; |
• |
The board of the
company-friendly foundation is fully
independent; |
• |
There are no priority shares
or other egregious protective or entrenchment
tools; |
• |
The company states
specifically that the issue of PPS is not meant to block a takeover, but
will only be used to investigate alternative bids or to negotiate a better
deal; |
• |
The foundation buying the PPS
does not have as a statutory goal to block a takeover;
and |
• |
The PPS will be outstanding
for a period of maximum 6 months (an EGM must be called to determine the
continued use of such shares after this
period). |
• |
Director Remuneration
(including Severance Packages and Pension
Benefits) |
• |
Consulting
Services |
• |
Liability
Coverage |
• |
Certain Business
Transactions |
• |
Adequate disclosure of terms
under listed transactions (including individual details of any severance,
consulting, or other remuneration agreements with directors and for any
asset sales and/or acquisitions); |
• |
Sufficient justification on
transactions that appear to be unrelated to operations and/or not in
shareholders’ best interests; |
• |
Fairness opinion (if
applicable in special business transactions);
and |
• |
Any other relevant information
that may affect or impair shareholder value, rights, and/or
judgment. |
• |
There are concerns about the
accounts presented or audit procedures used;
or |
• |
The company is not responsive
to shareholder questions about specific items that should be publicly
disclosed. |
• |
There are serious concerns
about the procedures used by the auditor; |
• |
There is reason to believe
that the auditor has rendered an opinion which is neither accurate nor
indicative of the company's financial
position; |
• |
External auditors have
previously served the company in an executive capacity or can otherwise be
considered affiliated with the company; |
• |
The name(s) of the proposed
auditors has not been published; |
• |
The auditors are being changed
without explanation; or |
• |
For widely-held companies,
fees for non-audit services exceed either 100% of standard annual
audit-related fees or any stricter limit set in local best practice
recommendations or law. |
• |
There are serious concerns
about the statutory reports presented or the audit procedures
used; |
• |
Questions exist concerning any
of the statutory auditors being appointed;
or |
• |
The auditors have previously
served the company in an executive capacity or can otherwise be considered
affiliated with the company. |
• |
The dividend payout ratio has
been consistently below 30 percent without adequate explanation;
or |
• |
The payout is excessive given
the company's financial position. |
• |
Adequate disclosure has not
been provided in a timely manner; |
• |
There are clear concerns over
questionable finances or restatements; |
• |
There have been questionable
transactions with conflicts of interest; |
• |
There are any records of
abuses against minority shareholder
interests; |
• |
The board fails to meet
minimum corporate governance standards; |
• |
There are specific concerns
about the individual, such as criminal wrongdoing or breach of fiduciary
responsibilities; or |
• |
Repeated absences at board
meetings have not been explained (in countries where this information is
disclosed). |
• |
Material failures of
governance, stewardship, risk oversight, or fiduciary responsibilities at
the company; |
• |
Failure to replace management
as appropriate; or |
• |
Egregious actions related to a
director's service on other boards that raise substantial doubt about his
or her ability to effectively oversee management and serve the best
interests of shareholders at any company. |
• |
Company performance relative
to its peers; |
• |
Strategy of the incumbents
versus the dissidents; |
• |
Independence of
directors/nominees; |
• |
Experience and skills of board
candidates; |
• |
Governance profile of the
company; |
• |
Evidence of management
entrenchment; |
• |
Responsiveness to
shareholders; |
• |
Whether a takeover offer has
been rebuffed; |
• |
Whether minority or majority
representation is being sought. |
• |
A lack of oversight or actions
by board members that invoke shareholder distrust related to malfeasance
or poor supervision, such as operating in private or company interest
rather than in shareholder interest; or |
• |
Any legal proceedings (either
civil or criminal) aiming to hold the board responsible for breach of
trust in the past or related to currently alleged actions yet to be
confirmed (and not only the fiscal year in question), such as price
fixing, insider trading, bribery, fraud, and other illegal actions;
or |
• |
Other egregious governance
issues where shareholders will bring legal action against the company or
its directors. |
• |
The specific purpose of the
increase (such as a share-based acquisition or merger) does not meet
guidelines for the purpose being proposed;
or |
• |
The increase would leave the
company with less than 30 percent of its new authorization outstanding
after adjusting for all proposed
issuances. |
• |
A repurchase limit of up to 10
percent of outstanding issued share
capital; |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than
five years, or such lower threshold as may be set by applicable law,
regulation, or code of governance best
practice. |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than 18
months. |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than 18
months. |
• |
The repurchase can be used for
takeover defenses; |
• |
There is clear evidence of
abuse; |
• |
There is no safeguard against
selective buybacks; and/or |
• |
Pricing provisions and
safeguards are deemed to be unreasonable in light of market
practice. |
• |
Valuation - Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for
assessing valuation reasonableness, place emphasis on the offer premium,
market reaction, and strategic rationale. |
• |
Market reaction - How has the
market responded to the proposed deal? A negative market reaction will
cause a deal to be scrutinized more
closely. |
• |
Strategic rationale - Does the
deal make sense strategically? From where is the value derived? Cost and
revenue synergies should not be overly aggressive or optimistic, but
reasonably achievable. Management should also have a favorable track
record of successful integration of historical
acquisitions. |
• |
Conflicts of interest - Are
insiders benefiting from the transaction disproportionately and
inappropriately as compared to non-insider shareholders? Consider whether
any special interests may have influenced these directors and officers to
support or recommend the merger. |
• |
Governance - Will the combined
company have a better or worse governance profile than the current
governance profiles of the respective parties to the transaction? If the
governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance. |
• |
The parties on either side of
the transaction; |
• |
The nature of the asset to be
transferred/service to be provided; |
• |
The pricing of the transaction
(and any associated professional
valuation); |
• |
The views of independent
directors (where provided); |
• |
The views of an independent
financial adviser (where appointed); |
• |
Whether any entities party to
the transaction (including advisers) is conflicted;
and |
• |
The stated rationale for the
transaction, including discussions of
timing. |
• |
If the issues presented in the
proposal are more appropriately or effectively dealt with through
legislation or government regulation; |
• |
If the company has already
responded in an appropriate and sufficient manner to the issue(s) raised
in the proposal; |
• |
Whether the proposal's request
is unduly burdensome (scope, timeframe, or cost) or overly
prescriptive; |
• |
The company's approach
compared with any industry standard practices for addressing the issue(s)
raised by the proposal; |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not reasonable
and sufficient information is currently available to shareholders from the
company or from other publicly available sources;
and |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not
implementation would reveal proprietary or confidential information that
could place the company at a competitive
disadvantage. |
• |
There are concerns about the
accounts presented or audit procedures used;
or |
• |
The company is not responsive
to shareholder questions about specific items that should be publicly
disclosed. |
• |
There are serious concerns
about the accounts presented or the audit procedures
used; |
• |
The auditors are being changed
without explanation; or |
• |
Non-audit-related fees are
substantial or are routinely in excess of standard annual audit-related
fees. |
• |
There are serious concerns
about the statutory reports presented or the audit procedures
used; |
• |
Questions exist concerning any
of the statutory auditors being appointed;
or |
• |
The auditors have previously
served the company in an executive capacity or can otherwise be considered
affiliated with the company. |
• |
The dividend payout ratio has
been consistently below 30 percent without adequate explanation;
or |
• |
The payout is excessive given
the company's financial position. |
• |
Adequate disclosure has not
been provided in a timely manner; |
• |
There are clear concerns over
questionable finances or restatements; |
• |
There have been questionable
transactions with conflicts of interest; |
• |
There are any records of
abuses against minority shareholder interests;
or |
• |
The board fails to meet
minimum corporate governance standards. |
• |
He/she has attended less than
75 percent of board and key committee meetings over the most recent year,
without satisfactory explanation. Acceptable reasons for director absences
are generally limited to the following: |
• |
Medical
issues/illness; |
• |
Family
emergencies; |
• |
The director has served on the
board for less than a year; and |
• |
Missing only one meeting (when
the total of all meetings is three or
fewer). |
• |
He/she is an executive
director serving on the audit, remuneration, or nomination committees;
or |
• |
He/she is a non-independent
director nominee and the board is less than one- third
independent. |
• |
The nominee has attended less
than 75 percent of board meetings over the most recent fiscal year,
without a satisfactory explanation. Acceptable reasons for director
absences are generally limited to the
following: |
◦ |
Medical
issues/illness; |
◦ |
Family
emergencies; |
◦ |
The director has served on the
board for less than a year; and |
◦ |
Missing only one meeting (when
the total of all meetings is three or
fewer). |
• |
He/she is an executive
directors serving on the audit remuneration, or nomination
committees. |
• |
The nominee has attended less
than 75 percent of board meetings over the most recent fiscal year,
without a satisfactory explanation. Acceptable reasons for director
absences are generally limited to the
following: |
◦ |
Medical
issues/illness; |
◦ |
Family
emergencies; |
◦ |
The director has served on the
board for less than a year; and |
◦ |
Missing only one meeting (when
the total of all meetings is three or
fewer). |
• |
He/she is an executive
director serving on the audit, remuneration, or nomination committees;
or |
• |
He/she is a non-independent
director nominee. |
• |
An executive director with
exception of the CEO; or |
• |
One non-executive
non-independent director who represents a substantial shareholder where
the number of seats held by the representatives is disproportionate to its
holdings in the company |
• |
Material failures of
governance, stewardship, risk oversight, or fiduciary responsibilities at
the company; |
• |
Failure to replace management
as appropriate; or |
• |
Egregious actions related to a
director's service on other boards that raise substantial doubt about his
or her ability to effectively oversee management and serve the best
interests of shareholders at any company. |
• |
Company performance relative
to its peers; |
• |
Strategy of the incumbents
versus the dissidents; |
• |
Independence of
directors/nominees; |
• |
Experience and skills of board
candidates; |
• |
Governance profile of the
company; |
• |
Evidence of management
entrenchment; |
• |
Responsiveness to
shareholders; |
• |
Whether a takeover offer has
been rebuffed; |
• |
Whether minority or majority
representation is being sought. |
• |
A lack of oversight or actions
by board members that invoke shareholder distrust related to malfeasance
or poor supervision, such as operating in private or company interest
rather than in shareholder interest; or |
• |
Any legal proceedings (either
civil or criminal) aiming to hold the board responsible for breach of
trust in the past or related to currently alleged actions yet to be
confirmed (and not only the fiscal year in question), such as price
fixing, insider trading, bribery, fraud, and other illegal actions;
or |
• |
Other egregious governance
issues where shareholders will bring legal action against the company or
its directors. |
• |
The specific purpose of the
increase (such as a share-based acquisition or merger) does not meet the
guidelines for the purpose being proposed;
or |
• |
The increase would leave the
company with less than 30 percent of its new authorization outstanding
after adjusting for all proposed
issuances. |
• |
A repurchase limit of up to 10
percent of outstanding issued share
capital; |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than
five years, or such lower threshold as may be set by applicable law,
regulation or code of governance best
practice. |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than 18
months. |
• |
A holding limit of up to 10
percent of a company's issued share capital in treasury (“on the shelf”);
and |
• |
A duration of no more than 18
months. |
• |
The repurchase can be used for
takeover defenses; |
• |
There is clear evidence of
abuse; |
• |
There is no safeguard against
selective buybacks; and/or |
• |
Pricing provisions and
safeguards are deemed to be unreasonable in light of market
practice. |
• |
Valuation - Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for
assessing valuation reasonableness, place emphasis on the offer premium,
market reaction, and strategic rationale. |
• |
Market reaction - How has the
market responded to the proposed deal? A negative market reaction will
cause a deal to be scrutinized more
closely. |
• |
Strategic rationale - Does the
deal make sense strategically? From where is the value derived? Cost and
revenue synergies should not be overly aggressive or optimistic, but
|
• |
Conflicts of interest - Are
insiders benefiting from the transaction disproportionately and
inappropriately as compared to non-insider shareholders? Consider whether
any special interests may have influenced these directors and officers to
support or recommend the merger. |
• |
Governance - Will the combined
company have a better or worse governance profile than the current
governance profiles of the respective parties to the transaction? If the
governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance. |
• |
The parties on either side of
the transaction; |
• |
The nature of the asset to be
transferred/service to be provided; |
• |
The pricing of the transaction
(and any associated professional
valuation); |
• |
The views of independent
directors (where provided); |
• |
The views of an independent
financial adviser (where appointed); |
• |
Whether any entities party to
the transaction (including advisers) is conflicted;
and |
• |
The stated rationale for the
transaction, including discussions of
timing. |
• |
If the issues presented in the
proposal are more appropriately or effectively dealt with through
legislation or government regulation; |
• |
If the company has already
responded in an appropriate and sufficient manner to the issue(s) raised
in the proposal; |
• |
Whether the proposal's request
is unduly burdensome (scope, timeframe, or cost) or overly
prescriptive; |
• |
The company's approach
compared with any industry standard practices for addressing the issue(s)
raised by the proposal; |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not reasonable
and sufficient information is currently available to shareholders from the
company or from other publicly available sources;
and |
• |
If the proposal requests
increased disclosure or greater transparency, whether or not
implementation would reveal proprietary or confidential information that
could place the company at a competitive
disadvantage. |
POLICY: |
As investment advisor, Mellon
Capital Management Corporation (“Mellon Capital') is typically delegated
by clients the responsibility for voting proxies for shares held in their
(i.e. client) account. Clients may decide to adopt Mellon Capital's proxy
voting policy or may use their own policy. In either case, Mellon Capital
will vote and monitor the proxies on behalf of the client and ensure that
the proxies are voted in accordance with the proxy voting
policy. |
MONITORING
OF ISS: |
Mellon Capital's Onboarding
Team has implemented procedures designed to ensure that; (1) the client's
custodian is instructed to send their client's proxy ballots to ISS for
voting; and (2) that ISS is notified that they should begin receiving
proxy ballots. In addition, the Compliance Department monitors ISS'
activities on behalf of Mellon Capital. On a monthly basis, ISS issues a
certification letter that states that all proxies available to vote were
voted and that there were no exceptions (any exceptions will be listed in
the letter). |
VOTING
DISCLOSURE: |
Clients for whom Mellon
Capital votes proxies will receive a summary of Mellon Capital's Proxy
Voting Policy and a full copy of the policy is available upon request.
Furthermore, clients may request a history of proxies voted on their
behalf.
|
RECORDKEEPING: |
ISS maintains proxy voting
records on behalf of Mellon Capital. |
STOCK:
|
It is the policy of Mellon
Capital not to vote or make recommendations on how to vote shares of the
Bank of New York Mellon Corporation stock, even where Mellon Capital has
the legal power to do so under the relevant governing instrument. In order
to avoid any appearance of conflict relating to voting BNY Mellon stock,
Mellon Capital has contracted with an independent fiduciary (Institutional
Shareholder Services) to direct all voting of BNY Mellon Stock held by any
Mellon Capital accounts on any matter in which shareholders of BNY Mellon
Stock are required or permitted to vote. |
1. |
Scope
of Policy -
This Proxy Voting Policy has been adopted by certain of the investment
advisory subsidiaries of The Bank of New York Mellon Corporation (“BNY
Mellon”), the investment companies advised by such subsidiaries (the
“Funds”), and certain of the banking subsidiaries of BNY Mellon (BNY
Mellon's participating investment advisory and banking subsidiaries are
hereinafter referred to individually as a “Subsidiary” and collectively as
the “Subsidiaries”). |
2. |
Fiduciary
Duty - We
recognize that an investment adviser is a fiduciary that owes its clients
a duty of utmost good faith and full and fair disclosure of all material
facts. We further recognize that the right to vote proxies is an asset,
just as the economic investment represented by the shares is an asset. An
investment adviser's duty of loyalty precludes the adviser from
subrogating its clients' interests to its own. Accordingly, in voting
proxies, we will seek to act solely in the best financial and economic
interests of our clients, including the Funds and their shareholders, and
for the exclusive benefit of pension and other employee benefit plan
participants. With regard to voting proxies of foreign companies, a
Subsidiary weighs the cost of voting, and potential inability to sell, the
shares against the benefit of voting the shares to determine whether or
not to vote. |
3. |
Long-Term
Perspective -
We recognize that management of a publicly-held company may need
protection from the market's frequent focus on short-term considerations,
so as to be able to concentrate on such long-term goals as productivity
and development of competitive products and
services. |
4. |
Limited
Role of Shareholders - We believe that a
shareholder's role in the governance of a publicly-held company is
generally limited to monitoring the performance of the company and its
managers and voting on matters which properly come to a shareholder vote.
We will carefully review proposals that would limit shareholder control or
could affect shareholder values. |
5. |
Anti-takeover
Proposals - We
generally will oppose proposals that seem designed to insulate management
unnecessarily from the wishes of a majority of the shareholders and that
would lead to a determination of a company's future by a minority of its
shareholders. We will generally support proposals that seem to have as
their primary purpose providing management with temporary or short-term
insulation from outside influences so as to enable them to bargain
effectively with potential suitors and otherwise achieve identified
long-term goals to the extent such proposals are discrete and not bundled
with other proposals. |
6. |
“Social”
Issues - On
questions of social responsibility where economic performance does not
appear to be an issue, we will attempt to ensure that management
reasonably responds to the social issues. Responsiveness will be measured
by management's efforts to address the particular social issue including,
where appropriate, assessment of the implications of the proposal to the
ongoing operations of the company. We will pay particular attention to
repeat issues where management has failed in the intervening period to
take actions previously committed to. |
7. |
Proxy
Voting Process
- Every voting proposal is reviewed, categorized and analyzed in
accordance with our written guidelines in effect from time to time. Our
guidelines are reviewed periodically and updated as necessary to reflect
new issues and any changes in our policies on specific issues. Items that
can be categorized will be voted in accordance with any applicable
guidelines or referred to the BNY Mellon Proxy Policy Committee (the
“Committee”), if the applicable guidelines so require. Proposals for which
a guideline has not yet been established, for example, new proposals
arising from emerging economic or regulatory issues, will be referred to
the Committee for discussion and vote. Additionally, the Committee may
elect to review any proposal where it has identified a particular issue
for special scrutiny in light of new information. The Committee will also
consider specific interests and issues raised by a Subsidiary to the
Committee, which interests and issues may require that a vote for an
account managed by a Subsidiary be cast differently from the collective
vote in order to act in the best interests of such account's beneficial
owners. |
8. |
Material
Conflicts of Interest - We recognize our duty to
vote proxies in the best interests of our clients. We seek to avoid
material conflicts of interest through the establishment of our Committee
structure, which applies detailed, pre-determined proxy voting guidelines
in an objective and consistent manner across client accounts, based on
internal and external research and recommendations provided by a third
party vendor, and without consideration of any client relationship
factors. Further, we engage a third party as an independent fiduciary to
vote all proxies for BNY Mellon securities and Fund securities, and may
engage an independent fiduciary to vote proxies of other issuers in our
discretion. |
9. |
Securities
Lending - We
seek to balance the economic benefits of engaging in lending securities
against the inability to vote on proxy proposals to determine whether to
recall shares, unless a plan fiduciary retains the right to direct us to
recall shares. |
10. |
Recordkeeping - We will keep, or cause our
agents to keep, the records for each voting proposal required by law.
|
11. |
Disclosure
- We will
furnish a copy of this Proxy Voting Policy and any related procedures, or
a description thereof, to investment advisory clients as required by law.
In addition, we will furnish a copy of this Proxy Voting Policy, any
related procedures, and our voting guidelines to investment advisory
clients upon request. The Funds shall disclose their proxy voting policies
and procedures and their proxy votes as required by law. We recognize that
the applicable trust or account document, the applicable client agreement,
the Employee Retirement Income Security Act of 1974 (ERISA) and certain
laws may require disclosure of other information relating to proxy voting
in certain circumstances. This information will only be disclosed to those
who have an interest in the account for which shares are voted, and after
the shareholder meeting has concluded. |
12. |
Charter - We maintain a Charter
which lists the Committee's responsibilities and duties, membership,
voting and non-voting members, quorum, meeting schedule and oversight
mapping to the BNY Mellon Fiduciary Risk Management
Committee. |
Proxy Voting
Policy |
Pictet Asset
Management |
March
2013 |
1.
Operational Items |
2 |
2.
Board of Directors |
4 |
3.
Capital Structure |
7 |
4.
Compensation |
10 |
5.
Other Items |
11 |
6.
Foreign Private Issuers listed on US Exchanges |
14 |
APPENDIX
I – Classification of Directors |
15 |
Executive
Director |
15 |
Non-Independent
Non-Executive Director (NED) |
15 |
Independent
NED |
16 |
Employee
Representative |
16 |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Financial Results/
Director and Auditor Reports |
Vote FOR approval of
financial statements and director and auditor reports,
unless:
› There are concerns about
the accounts presented or audit procedures used; or
› The company is not
responsive to shareholder questions about specific items that should be
publicly disclosed. |
Appointment of Auditors
and Auditor Fees |
Vote FOR the (re)election
of auditors and/or proposals authorizing the board to fix auditor fees,
unless:
›
There are
serious concerns about the procedures used by the auditor;
›
There is
reason to believe that the auditor has rendered an opinion which is
neither accurate nor indicative of the company's financial position;
›
External
auditors have previously served the company in an executive capacity or
can otherwise be considered affiliated with the company;
›
Name of the
proposed auditors has not been published;
›
The auditors
are being changed without explanation; or
›
Fees for
non‐audit services exceed standard annual audit‐related fees (only applies
to companies on the MSCI EAFE index and/or listed on any country main
index).
In circumstances where
fees for non‐audit services include fees related to significant one‐time
capital structure events (initial public offerings, bankruptcy
emergencies, and spin‐offs) and the company makes public disclosure of the
amount and nature of those fees, which are an exception to the standard
"non‐audit fee" category, then such fees may be excluded from the
non‐audit fees considered in determining the ratio of non‐audit to audit
fees.
For concerns related to
the audit procedures, independence of auditors, and/or name of auditors,
PAM may vote AGAINST the auditor (re)election. For concerns related to
fees paid to the auditors, PAM may vote AGAINST remuneration of auditors
if this is a separate voting item; otherwise PAM may vote AGAINST the
auditor election. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Appointment of Internal
Statutory Auditors |
Vote FOR the appointment
or re-election of statutory auditors, unless:
›
There are
serious concerns about the statutory reports presented or the audit
procedures used;
›
Questions
exist concerning any of the statutory auditors being appointed;
or
›
The auditors
have previously served the company in an executive capacity or can
otherwise be considered affiliated with the company. |
Allocation of
Income |
Vote FOR approval of the
allocation of income, unless:
›
The dividend
payout ratio has been consistently below 30 percent without adequate
explanation; or
›
The payout is
excessive given the company's financial position. |
Stock (Scrip) Dividend
Alternative |
Vote FOR most stock
(scrip) dividend proposals
Vote AGAINST proposals
that do not allow for a cash option unless management demonstrate that the
cash option is harmful to shareholder value. |
Amendments to Articles
of Association |
Vote amendments to the
articles of association on a CASE-BY-CASE basis. |
Change in Company Fiscal
Term |
Vote FOR resolutions to
change a company's fiscal term unless a company's motivation for the
change is to postpone its AGM. |
Lower Disclosure Threshold
for Stock Ownership |
Vote AGAINST resolutions
to lower the stock ownership disclosure threshold below 5 percent unless
specific reasons exist to implement a lower threshold. |
Amend Quorum
Requirements |
Vote proposals to amend
quorum requirements for shareholder meetings on a CASE-BY-CASE
basis. |
Transact Other
Business |
Vote AGAINST other
business when it appears as a voting
item. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Director
Elections |
Vote FOR management nominees
in the election of directors, unless:
›
Adequate
disclosure has not been provided in a timely manner;
›
There are clear
concerns over questionable finances or restatements;
›
There have been
questionable transactions with conflicts of interest;
›
There are any
records of abuses against minority shareholder interests; or
›
The board fails
to meet minimum corporate governance standards.
Vote FOR individual nominees
unless there are specific concerns about the individual, such as criminal
wrongdoing or breach of fiduciary responsibilities.
Vote AGAINST individual
directors if repeated absences at board meetings have not been explained
(in countries where this information is disclosed).
Vote on a CASE-BY-CASE basis
for contested elections of directors, e.g. the election of shareholder
nominees or the dismissal of incumbent directors, determining which
directors are best suited to add value for shareholders.
Vote FOR employee and/or
labour representatives if they sit on either the audit or compensation
committee and are required by law to be on those committees.
Vote AGAINST employee and/or
labour representatives if they sit on either the audit or compensation
committee, if they are not required to be on those
committees.
Vote AGAINST the election of
directors of all companies if the name of the nominee is not disclosed in
a timely manner prior to the meeting.
Grace
period: Vote FOR the election
of directors at all Polish companies and non-index Turkish Companies in
2013 even if nominee names are not disclosed in a timely manner prior to
the meeting. Beginning in 2014, vote AGAINST the election of directors at
all Polish companies and non-index Turkish companies if nominee names are
not disclosed in a timely manner prior to the meeting.
Under extraordinary
circumstances, vote AGAINST individual directors, members of a committee,
or the entire board, due to:
›
Material
failures of governance, stewardship, risk oversight or fiduciary
responsibilities at the company; or
› Failure to replace
management as appropriate; or
›
Egregious
actions related to the director(s)' service on other boards that raise
substantial doubt about his or her ability to effectively oversee
management and serve the best interests of shareholders at any
company.
[Please see the
classification of Directors in Appendix
1] |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Contested Director
Elections |
For contested elections of
directors, e.g. the election of shareholder nominees or the dismissal of
incumbent directors, PAM will vote on a CASE-BY-CASE basis, determining
which directors are best suited to add value for shareholders.
The analysis will
generally be based on, but not limited to, the following major decision
factors:
›
Company
performance relative to its peers;
›
Strategy of
the incumbents versus the dissidents;
›
Independence
of directors/nominees;
›
Experience
and skills of board candidates;
›
Governance
profile of the company;
›
Evidence of
management entrenchment;
›
Responsiveness to
shareholders;
›
Whether a
takeover offer has been rebuffed;
›
Whether
minority or majority representation is being sought.
When analyzing a contested
election of directors, PAM will generally focus on two central questions:
(1) Have the dissidents proved that board change is warranted? And (2) if
so, are the dissident board nominees likely to effect positive change
(i.e. maximize long-term shareholder
value). |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Discharge of
Directors |
Generally vote FOR the
discharge of directors, including members of the management board and/or
supervisory board, unless there is reliable information about significant
and compelling controversies as to whether the board is not fulfilling its
fiduciary duties as evidenced by:
›
A lack of
oversight or actions by board members which invoke shareholder distrust
related to malfeasance or poor supervision, such as operating in private
or company interest rather than in shareholder interest; or
›
Any legal
proceedings, (either . civil or criminal) aiming to hold the board
responsible for breach of trust in the past or related to currently
alleged actions yet to be confirmed (and not only the fiscal year in
question), such as price fixing, insider trading, bribery, fraud, and
other illegal actions; or
›
Other
egregious governance issues where shareholders will bring legal action
against the company or its directors.
For markets which do not
routinely request discharge resolutions (e.g. common law countries or
markets where discharge is not mandatory), we may voice concern in other
appropriate agenda items, such as approval of the annual accounts or other
relevant resolutions, to enable us to express discontent with the
board. |
Director, Officer, and
Auditor Indemnification and Liability Provisions |
Vote proposals seeking
indemnification and liability protection for directors and officers on a
CASE-BY-CASE basis.
Vote AGAINST proposals to
indemnify external auditors. |
Board
Structure |
Vote FOR proposals to fix
board size.
Vote AGAINST the
introduction of classified boards and mandatory retirement ages for
directors.
Vote AGAINST proposals to
alter board structure or size in the context of a fight for control of the
company or the board. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Share Issuance
Requests |
General
Issuances:
Vote FOR issuance requests
with pre-emptive rights to a maximum of 100 percent over currently issued
capital.
Vote FOR issuance requests
without pre-emptive rights to a maximum of 20 percent of currently issued
capital.
Specific
Issuances:
Vote on a CASE-BY-CASE
basis on all requests, with or without pre-emptive
rights. |
Increases in Authorized
Capital |
Vote FOR non-specific
proposals to increase authorized capital up to 100 percent over the
current authorization unless the increase would leave the company with
less than 30 percent of its new authorization outstanding.
Vote FOR specific
proposals to increase authorized capital to any amount,
unless:
›
The specific
purpose of the increase (such as a share-based acquisition or merger) does
not meet the ISS guidelines for the purpose being proposed;
or
›
The increase
would leave the company with less than 30 percent of its new authorization
outstanding after adjusting for all proposed issuances.
Vote AGAINST proposals to
adopt unlimited capital authorizations. |
Reduction of
Capital |
Vote FOR proposals to
reduce capital for routine accounting purposes unless the terms are
unfavorable to shareholders.
Vote proposals to reduce
capital in connection with corporate restructuring on a CASE-BY-CASE
basis. |
Capital
Structures |
Vote FOR resolutions that
seek to maintain or convert to a one-share, one-vote capital
structure.
Vote AGAINST requests for
the creation or continuation of dual-class capital structures or the
creation of new or additional super-voting
shares. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Preferred
Stock |
Vote FOR the creation of a
new class of preferred stock or for issuances of preferred stock up to 50
percent of issued capital unless the terms of the preferred stock would
adversely affect the rights of existing shareholders.
Vote FOR the
creation/issuance of convertible preferred stock as long as the maximum
number of common shares that could be issued upon conversion meets ISS
guidelines on equity issuance requests.
Vote AGAINST the creation
of a new class of preference shares that would carry superior voting
rights to the common shares.
Vote AGAINST the creation
of blank check preferred stock unless the board clearly states that the
authorization will not be used to thwart a takeover bid.
Vote proposals to increase
blank check preferred authorizations on a CASE-BY-CASE
basis. |
Debt Issuance
Requests |
Vote non-convertible debt
issuance requests on a CASE-BY-CASE basis, with or without preemptive
rights.
Vote FOR the
creation/issuance of convertible debt instruments as long as the maximum
number of common shares that could be issued upon conversion meets ISS
guidelines on equity issuance requests.
Vote FOR proposals to
restructure existing debt arrangements unless the terms of the
restructuring would adversely affect the rights of
shareholders. |
Pledging of Assets for
Debt |
Vote proposals to approve
the pledging of assets for debt on a CASE-BY-CASE
basis. |
Increase in Borrowing
Powers |
Vote proposals to approve
increases in a company's borrowing powers on a CASE-BY-CASE
basis. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Share Repurchase
Plans |
Generally vote FOR market
repurchase authorities (share repurchase programs) if the terms comply
with the following criteria:
›
A repurchase
limit of up to 10 percent of outstanding issued share capital (15 percent
in UK/Ireland);
›
A holding
limit of up to 10 percent of a company's issued share capital in treasury
(“on the shelf”); and
›
A duration of
no more than 5 years, or such lower threshold as may be set by applicable
law, regulation or code of governance best practice.
Authorities to repurchase
shares in excess of the 10 percent repurchase limit will be assessed on a
case-by-case basis. We may support such share repurchase authorities under
special circumstances, which are required to be publicly disclosed by the
company, provided that, on balance, the proposal is in shareholders'
interests. In such cases, the authority must comply with the following
criteria:
›
A holding
limit of up to 10 percent of a company's issued share capital in treasury
(“on the shelf”); and
›
A duration of
no more than 18 months.
In markets where it is
normal practice not to provide a repurchase limit, we will evaluate the
proposal based on the company's historical practice. However, we expect
companies to disclose such limits and, in the future, may vote against
companies that fail to do so. In such cases, the authority must comply
with the following criteria:
›
A holding
limit of up to 10 percent of a company's issued share capital in treasury
(“on the shelf”); and
›
A duration of
no more than 18 months.
In addition, we will vote
AGAINST any proposal where:
›
The
repurchase can be used for takeover defences;
›
There is
clear evidence of abuse;
›
There is no
safeguard against selective buybacks; and/or
›
Pricing
provisions and safeguards are deemed to be unreasonable in light of market
practice. |
Re-issuance of Repurchased
Shares |
Vote FOR requests to
reissue any repurchased shares unless there is clear evidence of abuse of
this authority in the past. |
Capitalization of Reserves
for Bonus Issues/Increase in Par Value |
Vote FOR requests to
capitalize reserves for b onus issues of shares or to increase par
value. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Compensation
Plans |
Vote compensation plans on
a CASE-BY- CASE basis. |
Director
Compensation |
Vote FOR proposals to
award cash fees to non-executive directors unless the amounts are
excessive relative to other companies in the country or
industry.
Vote non-executive
director compensation proposals that include both cash and share-based
components on a CASE-BY-CASE basis.
Vote proposals that bundle
compensation for both non-executive and executive directors into a single
resolution on a CASE-BY-CASE basis.
Vote AGAINST proposals to
introduce retirement benefits for non-executive
directors. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Reorganizations/
Restructurings |
Vote reorganizations and
restructurings on a CASE-BY-CASE basis. |
Mergers and
Acquisitions |
Vote CASE-BY-CASE on
mergers and acquisitions taking into account the following:
For every M&A
analysis, we review publicly available information as of the date of the
report and evaluate the merits and drawbacks of the proposed transaction,
balancing various and sometimes countervailing factors
including:
›
Valuation -
Is the value to be received by the target shareholders (or paid by the
acquirer) reasonable? While the fairness opinion may provide an initial
starting point for assessing valuation reasonableness, we place emphasis
on the offer premium, market reaction, and strategic
rationale.
›
Market
reaction - How has the market responded to the proposed deal? A negative
market reaction will cause us to scrutinize a deal more
closely.
›
Strategic
rationale - Does the deal make sense strategically? From where is the
value derived? Cost and revenue synergies should not be overly aggressive
or optimistic, but reasonably achievable. Management should also have a
favorable track record of successful integration of historical
acquisitions.
›
Conflicts of
interest - Are insiders benefiting from the transaction disproportionately
and inappropriately as compared to non-insider shareholders? We will
consider whether any special interests may have influenced these directors
and officers to support or recommend the merger.
›
Governance -
Will the combined company have a better or worse governance profile than
the current governance profiles of the respective parties to the
transaction? If the governance profile is to change for the worse, the
burden is on the company to prove that other issues (such as valuation)
outweigh any deterioration in governance.
Vote AGAINST if the
companies do not provide sufficient information upon request to make an
informed voting decision. |
Mandatory Takeover Bid
Waivers |
Vote proposals to waive
mandatory takeover bid requirements on a CASE-BY-CASE
basis. |
Reincorporation
Proposals |
Vote reincorporation
proposals on a CASE-BY-CASE basis. |
Expansion of Business
Activities |
Vote FOR resolutions to
expand business activities unless the new business takes the company into
risky areas. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Related-Party
Transactions |
In evaluating resolutions
that seek shareholder approval on related party transactions (RPTs), vote
on a CASE-BY-CASE basis, considering factors including, but not limited
to, the following:
›
The parties
on either side of the transaction;
›
The nature of
the asset to be transferred / service to be provided;
›
The pricing
of the transaction (and any associated professional
valuation);
›
The views of
independent directors (where provided);
›
The views of
an independent financial adviser (where appointed);
›
Whether any
entities party to the transaction (including advisers) are conflicted; and
›
The stated
rationale for the transaction, including discussions of
timing.
If there is a transaction
that is deemed to be problematic and that was not put to a shareholder
vote, we may vote against the election of the director involved in the
related-party transaction or the full board. |
Anti-takeover
Mechanisms |
Generally vote AGAINST all
anti-takeover proposals, unless they are structured in such a way that
they give shareholders the ultimate decision on any proposal or
offer. |
Shareholder
Proposals |
Vote all shareholder
proposals on a CASE-BY-CASE basis.
Vote FOR proposals that
would improve the company's corporate governance or business profile at a
reasonable cost.
Vote AGAINST proposals
that limit the company's business activities or capabilities or result in
significant costs being incurred with little or no
benefit. |
ISSUE
SUBJECT TO VOTE |
VOTING
POLICY |
Social / Environmental
Issues |
Issues covered under the
policy include a wide range of topics, including consumer and product
safety, environmental and energy, labour covered standards and human
rights, workplace and board diversity, and corporate political issues.
While a variety of factors goes into each analysis, the overall principle
guiding all votes focuses on how the proposal may enhance or protect
shareholder value in either the short term or long term.
Generally vote
CASE-BY-CASE, taking into consideration whether implementation of the
proposal is likely to enhance or protect shareholder value, and in
addition the following will be considered:
›
If the issues
presented in the proposal are more appropriately dealt with through
legislation or government regulation.;
›
If the
company has already responded in an appropriate and sufficient manner to
the issue(s) raised in the proposal;
›
Whether the
proposal’s request is unduly burdensome (scope, timeframe, or cost) or
overly prescriptive;
›
The company’s
approach compared with any industry standard practices for addressing the
issue(s) raised by the proposal;
›
If the
proposal requests increased disclosure or greater transparency, whether or
not reasonable and sufficient information is currently available to
shareholders from the company or from other publicly available sources;
and
›
If the
proposal requests increased disclosure or greater transparency, whether or
not implementation would reveal proprietary or confidential information
that could place the company at a competitive
disadvantage. |
› |
Employee or executive of
the company; |
› |
Any director who is
classified as a non-executive, but receives salary, fees, bonus, and/or
other benefits that are in line with the highest-paid executives of the
company. |
› |
Any director who is
attested by the board to be a non-independent
NED; |
› |
Any director specifically
designated as a representative of a significant shareholder of the
company; |
› |
Any director who is also
an employee or executive of a significant shareholder of the
company; |
› |
Any director who is
nominated by a dissenting significant shareholder, unless there is a clear
lack of material[5] connection with the
dissident, either currently or
historically; |
› |
Beneficial owner (direct
or indirect) of at least 10% of the company’s stock, either in economic
terms or in voting rights (this may be aggregated if voting power is
distributed among more than one member of a defined group, e.g., family
members who beneficially own less than 10% individually, but collectively
own more than 10%), unless market best practice dictates a lower ownership
and/or disclosure threshold (and in other special market-specific
circumstances); |
› |
Government
representative; |
› |
Currently provides (or a
relative[1] provides) professional
services[2] to the company, to an
affiliate of the company, or to an individual officer of the company or of
one of its affiliates in excess of $10,000 per
year; |
› |
Represents customer,
supplier, creditor, banker, or other entity with which company maintains
transactional/commercial relationship (unless company discloses
information to apply a materiality test[3]); |
› |
Any director who has
conflicting or cross-directorships with executive directors or the
chairman of the company; |
› |
Relative[1] of a current employee of
the company or its affiliates; |
› |
Relative[1] of a former executive of
the company or its affiliates; |
› |
A new appointee elected
other than by a formal process through the General Meeting (such as a
contractual appointment by a substantial
shareholder); |
› |
Founder/co-founder/member
of founding family but not currently an
employee; |
› |
Former executive (5 year
cooling off period); |
› |
Years of service is
generally not a determining factor unless it is recommended best practice
in a market and/or in extreme circumstances, in which case it may be
considered. [4] |
› |
Any additional
relationship or principle considered to compromise independence under
local corporate best practice guidance. |
› |
No material[5] connection, either
directly or indirectly, to the company (other than a board seat) or the
dissenting significant shareholder. |
› |
Represents employees or
employee shareholders of the company (classified as “employee
representative” but considered a non-independent
NED |
• |
Material corporate governance
issues the RARE Group decided to correspond with a company on before an
AGM with a view to amending or withdrawing a proposed
resolution. |
• |
Comments on resolutions where
the RARE Group abstained or voted against the board's
recommendations. |
(i) |
a copy of this
Policy; |
(ii) |
a copy of each proxy
statement received by Sound Point regarding Securities held on behalf of
its Clients; |
(iii) |
a record of each vote cast
by Sound Point on behalf of its Clients; |
(iv) |
a copy of any documents
prepared by Sound Point that were material to making a decision how to
vote, or that memorialized the basis for such decision;
and |
(v) |
a copy of each written
request received from a Client as to how Sound Point voted proxies on its
behalf, and a copy of any written response from Sound Point to any
(written or oral) Client request for information on how Sound Point voted
proxies on its behalf. |
• |
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. |
A. |
Following ISS’
Recommendations |
B. |
Disregarding ISS’
Recommendations |
• |
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). |
• |
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). |
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. |
1. |
selection of
auditors |
2. |
increasing the authorized
number of common shares |
3. |
election of unopposed
directors |
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. |
Name of individual
contacted: |
| |
Date: |
Yes / No |
| |
Name of individual
contacted: |
| |
Date: |
8. Portfolio Manager
Signature: |
| |
Date: |
| |
Portfolio Manager
Name: |
| |
|
| |
Portfolio Manager
Signature*: |
| |
Date: |
| |
Portfolio Manager
Name: |
|
1. |
Symphony, through a third
party proxy advisor (the “Proxy Advisor”), will vote proxies in accordance
with the guidelines of such Proxy Advisor, unless a conflict of interest
exists or a portfolio manager determines that a proxy should be voted
otherwise than in accordance with Symphony’s Proxy Guidelines, in which
event, the procedure set forth in paragraphs 8-9 below will be followed.
|
2. |
Symphony’s Proxy Voting
Subcommittee with Legal and Compliance’s assistance is responsible
for: |
(a) |
adopting and reviewing these
Policies and Procedures to ascertain if such Policies and Procedures have
been reasonably designed to ensure that proxies are voted in the best
interest of its Clients; |
(b) |
revising these Policies and
Procedures, as appropriate to comply with new regulatory initiatives, laws
and rules |
(c) |
prior to retaining a new Proxy
Advisor, or if a Proxy Advisory currently provides services to the Firm,
reviewing the capacity and competency of the existing or new Proxy Advisor
to adequately analyze proxy issues, which review will take into account
the Proxy Advisor’s staffing, policies and procedures with respect to its
ability to ensure that its proxy voting recommendations are based on
current and accurate information as well as identify and address conflicts
of interest and such other considerations the Proxy Voting Subcommittee
believes are appropriate; |
(d) |
reviewing the Proxy Advisor’s
voting guidelines at least annually and promptly after any updates or
changes are received; and |
(e) |
at least annually,
reevaluating the capacity and competency of its Proxy Advisor to vote
proxies for the Firm’s Clients, which review will include assessing
changes to the Proxy Advisory’s business, staffing, conflict policies and
any conflicts and voting errors that arose during the year and such other
matters as the Subcommittee deems
appropriate; |
3. |
Daily, Symphony will deliver
electronically to the Proxy Advisor a list of all voting shares owned by
funds Symphony acts as Investment Advisor, Collateral Manager or likewise,
for which the Client has approved that role, and the number of shares
owned. |
4. |
When any new account is set
up, Symphony will notify the Custodian that all ballots must be forwarded
to the Proxy Advisor. |
5. |
Every two weeks, Symphony will
review information on proxies voted during the previous 30 days and
upcoming votes in the next 15 days. The information will include number of
shares, the Client name and how the proxy has been voted or will be voted,
unless Symphony notifies them to vote otherwise.
|
6. |
Operations will reconcile this
information to ensure that all proxies have been voted in accordance with
the Proxy Advisor’s guidelines, or if the provider was instructed to vote
other than in accordance with its guidelines, as set forth in paragraph 9
below. |
7. |
The Proxy Advisor will
automatically send an email to the portfolio managers listing all upcoming
proxy votes containing a description of the matter and managements’ and
the Proxy Advisor’s recommendations. |
8. |
If a portfolio manager
believes that it is in the Client’s best interest to vote the proxy other
than as recommended by the Proxy Advisor in accordance with such Proxy
Advisor’s guidelines, he/she will notify Operations and provide the basis
for such exception. Operations will forward the exception to the members
of the Proxy Voting Subcommittee for review and approval. Senior
management will be consulted, if
appropriate. |
9. |
Operations will notify the
Proxy Advisor if any proxies (including any in which the Client has
provided specific voting instructions) should be voted other than in
accordance with the Proxy Advisor’s guidelines and check that the proxy
was voted in accordance with the specific
instructions. |
10. |
In the event that any debt
securities or loans are exchanged for equities or a company is reorganized
and Symphony receives equity securities, Operations will be responsible
for making sure that such securities are included on the list of
securities that it electronically forwards to the Proxy Advisor in
accordance with paragraph 3 above. |
11. |
Any proxies received directly
by Symphony from the Issuer or its agent, will either be forwarded to the
Proxy Advisor, or if Symphony must vote the proxy directly, such as in a
matter involving bankruptcy or a restructuring, Operations with consult
with the CIO, PM, Head of Research or other member of the investment team
how to vote the proxy. |
12. |
Any Client requests for a copy
of Symphony’s Policies Guidelines, and Procedures or a Summary of proxy
votes will be promptly responded to by Client
Services. |
13. |
If a Client requests how
proxies were voted for their accounts, Client Service will notify
Operations and Compliance, and Operations will promptly contact the proxy
voting service provider to obtain the requested. The voting summary will
specify the issuer, meeting dates, proxy proposals and votes cast for the
Client during the period and the position taken on each
issue. |
14. |
Records of proxy voting,
documentation as to the resolution of conflicts, and Client requests and
responses to such requests will be maintained in accordance with
Symphony’s Books and Record Requirements as described in Symphony’s
Compliance Manual. |
1. |
Introduction |
2. |
General
|
a. |
Because of the unique nature
of the Master Limited Partnerships (“MLPs”), the Adviser shall evaluate
each proxy of an MLP on a case-by-case basis. Because proxies of MLPs are
expected to relate only to extraordinary measures, the Adviser does not
believe it is prudent to adopt pre-established voting guidelines.
|
b. |
In the event requests for
proxies are received with respect to the voting of equity securities other
than MLP equity units, on routine matters, such as election of directors
or approval of auditors, the proxies usually will be voted with management
unless the Adviser determines it has a conflict or the Adviser determines
there are other reasons not to vote with management. On non-routine
matters, such as amendments to governing instruments, proposals relating
to compensation and stock |
c. |
The Investment Committee of
the Adviser, or a Managing Director of the Adviser designated by the
Investment Committee as listed on Exhibit A hereto (the “Designated
Managing Director”), is responsible for monitoring Adviser’s proxy voting
actions and ensuring that (i) proxies are received and forwarded to
the appropriate decision makers; and (ii) proxies are voted in a
timely manner upon receipt of voting instructions. The Adviser is not
responsible for voting proxies it does not receive, but will make
reasonable efforts to obtain missing
proxies. |
d. |
The Investment Committee of
the Adviser, or the Designated Managing Director, shall implement
procedures to identify and monitor potential conflicts of interest that
could affect the proxy voting process, including (i) significant client
relationships; (ii) other potential material business relationships; and
(iii) material personal and family
relationships. |
e. |
All decisions regarding
proxy voting shall be determined by the Investment Committee of the
Adviser, or the Designated Managing Director, and shall be executed by a
the Designated Managing Director or another portfolio team Managing
Director of the Adviser or, if the proxy may be voted electronically,
electronically voted by any such Managing Director of the Adviser or his
designee, including any of the individuals listed on Exhibit A hereto.
Every effort shall be made to consult with the portfolio manager and/or
analyst covering the security. |
f. |
The Adviser may determine
not to vote a particular proxy, if the costs and burdens exceed the
benefits of voting (e.g., when securities are subject to loan or to share
blocking restrictions). |
3. |
Conflicts
of Interest |
• |
A principal of the Adviser
or any person involved in the proxy decision-making process currently
serves on the Board of the portfolio
company. |
• |
An immediate family member
of a principal of the Adviser or any person involved in the proxy
decision-making process currently serves as a director or executive
officer of the portfolio company. |
• |
The Adviser, any venture
capital fund managed by the Adviser, or any affiliate holds a significant
ownership interest in the portfolio
company. |
4. |
Recordkeeping |
• |
proxy voting policies and
procedures; |
• |
proxy statements (provided,
however, that the Adviser may rely on the Securities and Exchange
Commission’s EDGAR system if the issuer filed its proxy statements via
EDGAR or may rely on a third party as long as the third party has provided
the Adviser with an undertaking to provide a copy of the proxy statement
promptly upon request); |
• |
records of votes cast and
abstentions; and |
• |
any records prepared by the
Adviser that were material to a proxy voting decision or that memorialized
a decision. |
• |
Generally,
issues for which explicit proxy voting guidance is provided in the
Guidelines (i.e., "For", "Against", "Abstain") are reviewed by Investment
Research and voted in accordance with the
Guidelines. |
• |
Issues
identified as "case-by-case" in the Guidelines are further reviewed by
Investment Research. In certain circumstances further input is needed, so
the issues are forwarded to the relevant research analyst and/or portfolio
manager(s) for their input. |
• |
Absent a
material conflict of interest, the portfolio manager has the authority to
decide the final vote. Different portfolio managers holding the same
securities may arrive at different voting conclusions for their clients'
proxies. |
15 |
PROCEDURE
FOR PROXY VOTING AND OTHER CORPORATE
ACTIONS |