|
Class
A
|
Class
C
|
Class
Y |
Institutional
Class
|
Class
R6 |
Touchstone
Anti-Benchmark®
US Core Equity Fund
|
TDEAX
|
TDECX
|
TDEYX
|
TDELX |
|
Touchstone
Dynamic Allocation Fund (formerly,
Touchstone
Dynamic Global Allocation Fund) |
TSMAX
|
TSMCX
|
TSMYX |
|
|
Touchstone
Sands Capital International Growth Fund
|
|
|
TCDYX
|
TCDIX
|
TCDRX |
|
Page |
3 | |
4 | |
25 | |
27 | |
35 | |
37 | |
41 | |
41 | |
43 | |
44 | |
45 | |
46 | |
46 | |
46 | |
47 | |
48 | |
49 | |
51 | |
53 | |
54 | |
62 | |
65 | |
65 | |
65 | |
66 | |
66 | |
67 | |
72 |
Old
Mutual Predecessor Funds |
Touchstone
Funds |
Old
Mutual Asset Allocation Moderate Growth Portfolio |
Moderate
Growth Fund |
Old
Mutual Asset Allocation Growth Portfolio |
Growth
Fund* |
Fifth
Third Predecessor Funds |
Touchstone
Funds |
Fifth
Third LifeModel Aggressive Fund |
Growth
Fund* |
Fifth
Third LifeModel Moderately Aggressive Fund |
Moderate
Growth Fund |
|
Anti-Benchmark®
US
Core
Equity
Fund |
Dynamic
Allocation
Fund |
Sands
Capital
International
Growth
Fund |
Gross
Income from securities lending activities |
$22,029 |
$2,129 |
$1,192 |
Fees
and/or compensation for securities lending activities and related
services |
|
|
|
Fees
paid to securities lending agent from a revenue
split |
$3,164 |
$320 |
$84 |
Fees
paid for any cash collateral management service (including fees deducted
from a pooled cash collateral
reinvestment
vehicle) that are not included in the revenue split |
$510 |
$588 |
$112 |
Administrative
fees not included in revenue split |
$— |
$— |
$— |
Indemnification
fee not included in revenue split |
$— |
$— |
$— |
Rebate
(paid to borrower) |
$927 |
$— |
$630 |
Other
fees not included in revenue split (specify) |
$— |
$— |
$— |
Aggregate
fees/compensation for securities lending activities |
$4,601 |
$908 |
$826 |
Net
Income from securities lending activities |
$17,428 |
$1,221 |
$366 |
Name
Address
Year
of Birth |
Position
Held
with
Trust |
Term
of Office
And
Length of
Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Number
of
Funds
Overseen
in
the
Touchstone
Fund
Complex(2)
|
Other
Directorships
Held
During the
Past
5 Years(3)
|
Jill
T. McGruder
Touchstone
Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1955 |
Trustee |
Until
retirement at age
75
or until she resigns or
is
removed
Trustee
since 1999 |
President
of Touchstone
Funds
from 1999 to 2020;
Director
and CEO of IFS
Financial
Services, Inc. (a
holding
company) since
1999;
and Senior Vice
President
and Chief
Marketing
Officer of
Western
& Southern
Financial
Group, Inc. (a
financial
services
company)
since 2016. |
40 |
Director,
Integrity Life
Insurance
Co. and
National
Integrity Life
Insurance
Co. since 2005;
Director,
Touchstone
Securities
(the
Distributor)
since 1999;
Director,
Touchstone
Advisors
(the Adviser)
since
1999; Director, W&S
Brokerage
Services, Inc.
since
1999; Director, W&S
Financial
Group
Distributors,
Inc. since
1999;
Director, Insurance
Profillment
Solutions LLC
since
2014; Director,
Columbus
Life Insurance
Co.
since 2016; Director,
The
Lafayette Life
Insurance
Co. since 2016;
Director,
Gerber Life
Insurance
Company
since
2019; Director,
Western
& Southern
Agency,
Inc. since 2018;
and
Director, LL Global,
Inc.
(not-for-profit trade
organization
with
operating
divisions
LIMRA
and LOMA) since
2016. |
Name
Address
Year
of Birth |
Position
Held
with
Trust |
Term
of Office
And
Length of
Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Number
of
Funds
Overseen
in
the
Touchstone
Fund
Complex(2) |
Other
Directorships
Held
During the
Past
5 Years(3) |
E.
Blake Moore, Jr.
Touchstone
Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1958 |
President
and Trustee |
Until
retirement at age
75
or until he resigns or
is
removed
Trustee
since 2021 |
President,
Touchstone
Funds
since 2021; Chief
Executive
Officer of
Touchstone
Advisors, Inc.
and
Touchstone
Securities,
Inc. since
2020;
President, Foresters
Investment
Management
Company,
Inc.
from 2018 to 2020;
President,
North
American
Asset
Management
at
Foresters
Financial from
2018
to 2020; Managing
Director,
Head of
Americas
at UBS Asset
Management
from 2015
to
2017; and Executive
Vice
President, Head of
Distribution
at
Mackenzie
Investments
from
2011 to 2014. |
40 |
Trustee,
College of
Wooster
since 2008; and
Director,
UBS Funds from
2015
to 2017. |
Name
Address
Year
of Birth |
Position
Held
with
Trust |
Term
of Office
And
Length of
Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Number
of
Funds
Overseen
in
the
Touchstone
Fund
Complex(2)
|
Other
Directorships
Held
During the
Past
5 Years(3)
|
Karen
Carnahan
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1954 |
Trustee |
Until
retirement at age
75
or until she resigns
or
is removed
Trustee
since 2019 |
Retired;
formerly Chief
Operating
Officer of
Shred-it
(a business
services
company)
from
2014 to 2015;
formerly
President &
Chief
Operating Officer
of
the document
management
division
of
Cintas Corporation
(a
business services
company)
from 2008
to
2014. |
40 |
Director,
Cintas
Corporation
since
2019;
Director, Boys &
Girls
Club of West
Chester/Liberty
since
2016;
and Board of
Advisors,
Best Upon
Request
from 2020 to
2021. |
William
C. Gale
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1952 |
Trustee |
Until
retirement at age
75
or until he resigns
or
is removed
Trustee
since 2013 |
Retired;
formerly
Senior
Vice President
and
Chief Financial
Officer
of Cintas
Corporation
(a
business
services
company)
from 1995
to
2015. |
40 |
None. |
Name
Address
Year
of Birth |
Position
Held
with
Trust |
Term
of Office
And
Length of
Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Number
of
Funds
Overseen
in
the
Touchstone
Fund
Complex(2) |
Other
Directorships
Held
During the
Past
5 Years(3) |
Susan
M. King
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1963 |
Trustee |
Until
retirement at age
75
or until she resigns
or
is removed
Trustee
since 2021 |
Formerly,
Partner of ID
Fund
LLC (2020 to
2021);
formerly, Senior
Vice
President, Head of
Product
and Marketing
Strategy
of Foresters
Financial
(2018 to
2020);
formerly,
Managing
Director,
Head
of Sales Strategy
and
Marketing,
Americas
of UBS Asset
Management
(2015 to
2017);
formerly,
Director,
Allianz Funds,
Allianz
Funds
Multi-Strategy
Trust
and
AllianzGI
Institutional
Multi-Series
Trust
(2014
to 2015); and
formerly,
Director,
Alliance
Capital Cash
Management
Offshore
Funds
(2003 to 2005). |
40 |
Trustee,
Claremont
McKenna
College
since
2017; Trustee,
Israel
Cancer Research
Fund
since 2019; and
Board
Member of
WHAM!
(Women’s
Health
Access Matters)
since
2021. |
Kevin
A. Robie
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1956 |
Trustee |
Until
retirement at age
75
or until he resigns
or
is removed
Trustee
since 2013 |
Retired;
formerly Vice
President
of Portfolio
Management
at Soin
LLC
(private
multinational
holding
company
and family
office)
from 2004 to
2020. |
40 |
Director,
SaverSystems,
Inc.
since 2015;
Director,
Buckeye
EcoCare,
Inc. from
2013
to 2018; Director,
Turner
Property
Services
Group, Inc.
since
2017; Trustee,
Dayton
Region New
Market
Fund, LLC
(private
fund) since
2010;
and Trustee,
Entrepreneurs
Center,
Inc.
(business
incubator)
since 2006. |
Sally
J. Staley(4)
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1956 |
Trustee |
Until
retirement at age
75
or until she resigns
or
is removed
Trustee
since 2023 |
Independent
Consultant
to
Institutional
Asset
Owners
since 2017;
formerly
Chief
Investment
Officer and
Corporate
Officer for
Case
Western Reserve
University
from 2006
to
2017; formerly
Adviser
to Fairport
Asset
Management
LLC/Luma
Wealth
Advisors
from 2011 to
2019. |
40 |
Trustee,
College of
Wooster
since 2006
(Chair
since 2021);
Trustee,
Great Lakes
Theater
Festival since
2005;
and Member of
Advisory
Committee,
Certified
Investment
Fund
Director Institute
from
2015 to 2020. |
Name
Address
Year
of Birth |
Position
Held
with
Trust |
Term
of Office
And
Length of
Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Number
of
Funds
Overseen
in
the
Touchstone
Fund
Complex(2) |
Other
Directorships
Held
During the
Past
5 Years(3) |
William
H. Zimmer III
c/o
Touchstone Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1953 |
Trustee |
Until
retirement at age
75
or until he resigns
or
is removed
Trustee
since 2019 |
Independent
Treasury
Consultant
since 2014. |
40 |
Director,
Deaconess
Associations,
Inc.
(healthcare)
since
2001;
Trustee,
Huntington
Funds
(mutual
funds) from
2006
to 2015; and
Director,
National
Association
of
Corporate
Treasurers
from
2011 to 2015. |
Name
Address
Year
of Birth |
Position
Held
with
Trust(1)
|
Term
of Office and
Length
of Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
E.
Blake Moore, Jr.
Touchstone
Advisors, Inc.
303
Broadway,
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1958 |
President
and Trustee |
Until
resignation, removal or disquali-
fication
President
since January 2021 |
See
biography above. |
Timothy
D. Paulin
Touchstone
Advisors, Inc.
303
Broadway
Suite
1100 Cincinnati, Ohio 45202
Year
of Birth: 1963 |
Vice
President |
Until
resignation, removal or disquali-
fication
Vice
President
since 2010 |
Senior
Vice President of Investment
Research
and Product Management of
Touchstone
Advisors, Inc. |
Timothy
S. Stearns
Touchstone
Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1963 |
Chief
Compliance Officer |
Until
resignation, removal or disquali-
fication
Chief
Compliance Officer since 2013 |
Chief
Compliance Officer of
Touchstone
Advisors, Inc. and
Touchstone
Securities, Inc. |
Terrie
A. Wiedenheft
Touchstone
Advisors, Inc.
303
Broadway
Suite
1100
Cincinnati,
Ohio 45202
Year
of Birth: 1962 |
Controller
and Treasurer |
Until
resignation, removal or disquali-
fication
Controller
and Treasurer since 2006 |
Senior
Vice President and Chief
Administration
Officer within the
Office
of the Chief Marketing Officer of
Western
& Southern Financial Group
(since
2021); and Senior Vice President,
Chief
Financial Officer, and Chief
Operations
Officer of IFS Financial
Services,
Inc. (a holding
company). |
Name
Address
Year
of Birth |
Position
Held
with
Trust(1) |
Term
of Office and
Length
of Time
Served |
Principal
Occupation(s)
During
Past 5 Years |
Meredyth
A. Whitford-Schultz
Western
& Southern Financial Group
400
Broadway
Cincinnati,
Ohio 45202
Year
of Birth: 1981 |
Secretary |
Until
resignation, removal or disquali-
fication
Secretary
since 2018 |
Senior
Counsel - Securities/Registered
Funds
of Western & Southern Financial
Group
(2015 to present); Associate at
Morgan
Lewis & Bockius LLP (law firm)
(2014
to 2015); Associate at Bingham
McCutchen
LLP (law firm) (2008 to
2014). |
|
|
| ||||||||
|
Interested
Trustees
|
|
Independent
Trustees | |||||||
Fund |
Jill
T.
McGruder |
E.
Blake
Moore,
Jr. |
|
Karen
Carnahan
|
Susan
M.
King |
William
C.
Gale |
Sally
J. Staley(2)
|
Kevin
A.
Robie |
William
H.
Zimmer
III | |
Anti-Benchmark®
US Core Equity Fund
|
None
|
None
|
|
None
|
None
|
None
|
None
|
None
|
None | |
Dynamic
Allocation Fund (formerly, Dynamic Global Allocation Fund)
|
None
|
None
|
|
None
|
None
|
None
|
None
|
None
|
None | |
Sands
Capital International Growth Fund
|
None
|
None
|
|
None
|
None
|
None
|
None
|
None
|
None | |
Aggregate
Dollar Range of Securities in the Touchstone Fund
Complex(1)
|
Over
$100,000 |
Over
$100,000 |
|
$50,001
-$100,000 |
Over
$100,000 |
$50,001
-$100,000 |
$1-$10,000 |
Over
$100,000 |
Over
$100,000 |
Name |
Compensation
from the Trust(1)
|
Aggregate
Compensation from the
Touchstone
Fund Complex |
Interested
Trustees |
|
|
Jill
T. McGruder |
$— |
$— |
E.
Blake Moore, Jr. |
$— |
$— |
Independent
Trustees(2) |
|
|
Karen
Carnahan |
$90,567 |
$176,000 |
William
C. Gale |
$96,742 |
$188,000 |
Susan
J. Hickenlooper(3)
|
$90,567 |
$176,000 |
Susan
M. King |
$82,848 |
$161,000 |
Kevin
A. Robie |
$82,848 |
$161,000 |
Sally
J. Staley(4)
|
$— |
$— |
William
H. Zimmer III |
$82,848 |
$161,000 |
|
Retainer |
Governance
Committee
Meeting
Attendance
Fees |
Audit
Committee
Meeting
Attendance
Fees |
Board
Meeting
Attendance
Fees |
Retainer
and Meeting Attendance Fees
|
$23,250
|
$5,500
|
$5,500
|
$6,000 |
Lead
Independent Trustee Fees
|
$6,750 |
|
|
|
Committee
Chair Fees
|
$1,250
|
$2,500
|
$2,500 |
|
|
Retainer |
Governance
Committee
Meeting
Attendance
Fees |
Audit
Committee
Meeting
Attendance
Fees |
Board
Meeting
Attendance
Fees |
Telephonic/Virtual
Meeting Attendance Fee = $2,500 |
|
|
|
|
Limited
items in-person meeting = $3,500 |
|
|
|
|
Fund
|
Investment
Advisory Fee |
Anti-Benchmark®
US Core Equity Fund
|
0.35%
on the first $1 billion of average daily net assets;
0.30%
on the assets over $1 billion. |
Dynamic
Allocation Fund (formerly, Dynamic Global Allocation
Fund) |
0.25%
on the first $1 billion of average daily net assets;
0.225%
on the next $1 billion of assets;
0.20%
on the next $1 billion of assets; and
0.175%
on the assets over $3 billion. |
Sands
Capital International Growth Fund
|
0.80%
on all assets. |
Fund |
Date
of Fiscal
Period
End |
Gross
Advisory Fee Paid |
Fees
Waived/Recouped |
Anti-Benchmark®
US Core Equity Fund(1)
|
12/31/2020 |
$218,882 |
$183,386 |
12/31/2021 |
$176,449 |
$170,980 | |
12/31/2022 |
$86,461 |
$160,279 | |
Dynamic
Allocation Fund |
12/31/2020 |
$203,607 |
$367,610 |
12/31/2021 |
$221,461 |
$373,151 | |
12/31/2022 |
$176,178 |
$385,701 | |
Sands
Capital International Growth Fund(2)
|
12/31/2020 |
N/A |
N/A |
12/31/2021 |
$287,571 |
$165,985 | |
12/31/2022 |
$223,094 |
$207,863 |
Fund |
Date
of Fiscal
Period
End |
Sub-Advisory
Fees Paid |
Anti-Benchmark®
US Core Equity Fund |
12/31/2020 |
$121,564 |
12/31/2021 |
$100,828 | |
12/31/2022 |
$49,407 | |
Dynamic
Allocation Fund |
12/31/2020 |
$65,154 |
12/31/2021 |
$70,867 | |
12/31/2022 |
$56,377 | |
Sands
Capital International Growth Fund(1)
|
12/31/2020 |
N/A |
12/31/2021 |
$80,880 | |
12/31/2022 |
$62,745 |
Portfolio
Manager/Types of Accounts |
Total
Number
of
Other
Accounts
Managed |
Total
Other
Assets
(million) |
Number
of
Other
Accounts
Managed
subject
to
a Performance
Based
Advisory Fee |
Total
Other Assets
Managed
subject
to
a Performance
Based
Advisory
Fee
(million) |
Ayaaz
Allymun |
|
|
|
|
Registered
Investment Companies |
2 |
$101 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
17 |
$2,447 |
3 |
$258.0 |
Other
Accounts |
7 |
$1,083 |
2 |
$316.0 |
Patrick
Chedid |
|
|
|
|
Registered
Investment Companies |
2 |
$101 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
17 |
$2,447 |
3 |
$258.0 |
Other
Accounts |
7 |
$1,083 |
2 |
$316.0 |
Mara
Maccagnan |
|
|
|
|
Registered
Investment Companies |
2 |
$101 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
17 |
$2,447 |
3 |
$258.0 |
Other
Accounts |
7 |
$1,083 |
2 |
$316.0 |
Guillaume
Toison |
|
|
|
|
Registered
Investment Companies |
2 |
$101 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
17 |
$2,447 |
3 |
$258.0 |
Other
Accounts |
7 |
$1,083 |
2 |
$316.0 |
|
Dollar
Range of Beneficial Ownership |
Portfolio
Manager |
Anti-Benchmark®
US Core Equity Fund |
Ayaaz
Allymun |
None |
Patrick
Chedid |
None |
Mara
Maccagnan |
None |
Guillaume
Toison |
None |
Portfolio
Manager/Types of Accounts |
Total
Number
of
Other
Accounts
Managed |
Total
Other
Assets
(million) |
Number
of
Other
Accounts
Managed
subject
to
a Performance
Based
Advisory Fee |
Total
Other Assets
Managed
subject
to
a Performance
Based
Advisory
Fee
(million) |
Nathan
Palmer, CFA |
|
|
|
|
Registered
Investment Companies |
19 |
$2,082,372,654 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
5 |
$873,120,545 |
0 |
$0.0 |
Other
Accounts |
0 |
$0 |
0 |
$0.0 |
Anthony
Wicklund, CFA, CAIA |
|
|
|
|
Registered
Investment Companies |
19 |
$2,164,401,962 |
0 |
$0.0 |
Other
Pooled Investment Vehicles |
1 |
$82,029,308 |
0 |
$0.0 |
Other
Accounts |
0 |
$0 |
0 |
$0.0 |
|
Dollar
Range of Beneficial Ownership |
Portfolio
Manager |
Dynamic
Allocation Fund |
Nathan
Palmer, CFA |
None |
Anthony
Wicklund, CFA, CAIA |
$1 -
$10,000 |
Portfolio
Manager/Types of Accounts |
Total
Number
of
Other
Accounts
Managed |
Total
Other
Assets
(million) |
Number
of
Other
Accounts
Managed
subject
to
a Performance
Based
Advisory Fee |
Total
Other Assets
Managed
subject
to
a Performance
Based
Advisory
Fee
(million) |
Sunil
H. Thakor, CFA |
|
|
|
|
Registered
Investment Companies |
2 |
$110 |
0 |
$0.00 |
Other
Pooled Investment Vehicles |
29 |
$2,791 |
1 |
$240.09 |
Other
Accounts |
19 |
$2,321 |
2 |
$237.56 |
David
E. Levanson, CFA |
|
|
|
|
Registered
Investment Companies |
2 |
$110 |
0 |
$0.00 |
Other
Pooled Investment Vehicles |
29 |
$2,791 |
1 |
$240.09 |
Other
Accounts |
19 |
$2,321 |
2 |
$237.56 |
Danielle
Menichella, CFA |
|
|
|
|
Registered
Investment Companies |
2 |
$110 |
0 |
$0.00 |
Other
Pooled Investment Vehicles |
29 |
$2,791 |
1 |
$240.09 |
Other
Accounts |
19 |
$2,321 |
2 |
$237.56 |
|
Dollar
Range of Beneficial Ownership |
Portfolio
Manager |
Sands
Capital International Growth Fund |
Sunil
H. Thakor, CFA |
None |
David
E. Levanson, CFA |
None |
Danielle
Menichella, CFA |
None |
Fund |
Date
of Fiscal Period End |
Administration
Fees Paid |
Anti-Benchmark®
US Core Equity Fund |
12/31/2020 |
$48,351 |
12/31/2021 |
$66,008 | |
12/31/2022 |
$33,504 | |
Dynamic
Allocation Fund |
12/31/2020 |
$117,422 |
12/31/2021 |
$116,034 | |
12/31/2022 |
$95,507 | |
Sands
Capital International Growth Fund(1)
|
12/31/2020 |
N/A |
12/31/2021 |
$46,110 | |
12/31/2022 |
$37,659 |
Fund |
Date
of Fiscal
Period
End |
Aggregate
Underwriting
Commissions
on Sales |
Amount
Retained
in
Underwriting
Commissions |
CDSC
Retained
by
Distributor | |
|
|
|
|
Class
A |
Class
C |
Anti-Benchmark®
US Core Equity Fund |
12/31/2020 |
$648 |
$55(1)
|
$— |
$— |
12/31/2021 |
$721 |
$63 |
$4 |
$— | |
12/31/2022 |
$1,165 |
$93 |
$— |
$— | |
Dynamic
Allocation Fund |
12/31/2020 |
$53,179 |
$5,197 |
$— |
$143 |
12/31/2021 |
$40,959 |
$3,615 |
$9 |
$1,153 | |
12/31/2022 |
$28,036 |
$2,365 |
$— |
$319 | |
Sands
Capital International Growth Fund(2)
|
12/31/2020 |
N/A |
N/A |
N/A |
N/A |
12/31/2021 |
N/A |
N/A |
N/A |
N/A | |
12/31/2022 |
N/A |
N/A |
N/A |
N/A |
Name
of Broker-Dealer |
American
Enterprise Investment Services, Inc. |
Charles
Schwab & Co., Inc. |
Equity
Services Inc. |
Great
West Life & Annuity Insurance Company |
Janney
Montgomery Scott LLC |
LPL
Financial Corporation |
Merrill
Lynch Pierce Fenner & Smith, Inc. |
Morgan
Stanley Wealth Management |
National
Financial Services LLC |
Pershing
LLC |
Name
of Broker-Dealer |
PNC
Investments, LLC |
Raymond
James & Associates, Inc. |
RBC
Capital Markets Corporation |
UBS
Financial Services, Inc. |
Waddell
& Reed, Inc. |
Wells
Fargo Clearing Services, LLC |
|
12b-1
Plan Expenses | |||||
Fund |
Printing
and
Mailing |
Distribution
Services |
Compensation
to
Broker
Dealers |
Compensation
to
Sales
Personnel |
Service
Providers |
Total |
Anti-Benchmark®
US Core Equity Fund |
|
|
|
|
|
|
Class
A |
$6 |
$6,357 |
$7,455 |
$71 |
$— |
$13,889 |
Class
C |
$2 |
$2,835 |
$7,920 |
$20 |
$— |
$10,777 |
Dynamic
Allocation Fund |
|
|
|
|
|
|
Class
A |
$91 |
$49,051 |
$108,188 |
$5,651 |
$— |
$162,981 |
Class
C |
$3 |
$4,921 |
$10,737 |
$160 |
$— |
$15,821 |
Sands
Capital International Growth Fund*
|
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Aggregate
Brokerage Commissions | ||
Fund |
2020 |
2021 |
2022 |
Anti-Benchmark®
US Core Equity Fund |
$35,521 |
$15,898 |
$9,125 |
Dynamic
Allocation Fund |
$4,269 |
$819 |
$3,349 |
Sands
Capital International Growth Fund(1)
|
N/A |
$41,037 |
$21,355 |
Fund |
Amount
of
Transactions
Directed
to
Brokers
Providing
Research |
Brokerage
Commissions
Related
to
Transactions
Directed
to
Brokers
Providing
Research |
Anti-Benchmark®
US Core Equity Fund |
$0 |
$0 |
Dynamic
Allocation Fund |
$0 |
$0 |
Sands
Capital International Growth Fund |
$29,831.532 |
$10,462 |
|
Date
of Fiscal Period End |
Portfolio
Turnover |
Anti-Benchmark®
US Core Equity Fund |
12/31/2021 |
59% |
12/31/2022 |
85% | |
Dynamic
Allocation Fund |
12/31/2021 |
20% |
12/31/2022 |
60% | |
Sands
Capital International Growth Fund |
12/31/2021(1)(2)
|
18% |
12/31/2022 |
50% |
Amount
of Investment |
Equity
Fund Finder’s Fee |
$1
million but less than $5 million |
1.00% |
$5
million but less than $25 million |
0.50% |
$25
million or more |
0.25% |
Amount
of Investment
|
Fixed
Income Fund Finder’s Fee |
$500,000
but less than $3 million |
1.00% |
$3
million but less than $25 million |
0.50% |
$25
million or more |
0.25% |
Fund
Name and Share Class |
Name
and Address |
Percentage
of
Class |
Anti-Benchmark
US Core Equity Fund
Class
A |
MLPF
& S THE SOLE BENEFIT OF
FOR
IT'S CUSTOMERS
ATTN
FUND ADMISTRATION
4800
DEER LAKE DR EAST-2ND FLR
JACKSONVILLE
FL 32246 |
24.64% |
|
MORGAN
STANLEY SMITH BARNEY LLC
FOR
THE EXCLUSIVE BENEFIT OF ITS
CUSTOMERS
1
NEW YORK PLAZA FL 12
NEW
YORK NY 10004-1901 |
12.09% |
|
LPL
FINANCIAL
4701
EXECUTIVE DR
SAN
DIEGO CA 92121 |
10.47% |
|
UBS
WM USA FBO
SPEC
CDY A/C EXL BEN CUSTOMERS
OF
UBSFSI
1000
HARBOR BLVD
WEEHAWKEN,
NJ 07086 |
8.66% |
|
FIRST
CLEARING LLC
SPECIAL
CUSTODY ACCT FOR THE
EXCLUSIVE
BENEFIT OF CUSTOMER
2801
MARKET ST
SAINT
LOUIS MO 63103-2523 |
8.56% |
|
PERSHING
LLC
1
PERSHING PLAZA
JERSEY
CITY NJ 07399 |
5.93% |
Anti-Benchmark
US Core Equity Fund
Class
C |
LPL
FINANCIAL
4701
EXECUTIVE DR
SAN
DIEGO CA 92121 |
78.62% |
|
NATIONAL
FINANCIAL SERVICES LLC
499
WASHINGTON BLVD
JERSEY
CITY, NJ 07310 |
5.40% |
|
ROGER
D KRUMLAUF TOD
SUBJECT
TO STA TOD RULES
4468
CAMBRIDGE DR
PORT
HURON MI 48060-7209 |
5.31%* |
Anti-Benchmark
US Core Equity Fund
Class
Y |
UBS
WM USA FBO
SPEC
CDY A/C EXL BEN CUSTOMERS
OF
UBSFSI
1000
HARBOR BLVD
WEEHAWKEN,
NJ 07086 |
13.31% |
|
LPL
FINANCIAL
4701
EXECUTIVE DR
SAN
DIEGO CA 92121 |
8.57% |
|
CHARLES
SCHWAB & CO INC
SPECIAL
CUSTODY ACCOUNT
FOR
BENEFIT OF CUSTOMERS
ATTN
MUTUAL FUNDS
101
MONTGOMERY ST
SAN
FRANCISCO CA 94104-4151 |
8.22% |
|
NATIONAL
FINANCIAL SERVICES CORP
(FBO)
OUR CUSTOMERS
ATTN
MUTUAL FUNDS DEPARTMENT 4TH FL
499
WASHINGTON BLVD
JERSEY
CITY NJ 07310-2010 |
6.55% |
Fund
Name and Share Class |
Name
and Address |
Percentage
of
Class |
Anti-Benchmark
US Core Equity Fund
Institutional
Class |
WESTERN
SOUTHERN FINANCIAL GROUP
400
BROADWAY
CINCINNATI
OH 45202 |
98.57%* |
Dynamic
Allocation Fund Class A |
MLPF
& S THE SOLE BENEFIT OF
FOR
IT'S CUSTOMERS
ATTN
FUND ADMISTRATION
4800
DEER LAKE DR EAST-2ND FLR
JACKSONVILLE
FL 32246 |
7.07% |
Dynamic
Allocation Fund Class C |
AMERICAN
ENTERPRISE INVESTMENTS INC
707
2ND AVE S
MINNEAPOLIS
MN 55402-2405 |
11.09% |
|
LPL
FINANCIAL
4701
EXECUTIVE DR
SAN
DIEGO CA 92121 |
9.64% |
|
FIRST
CLEARING LLC
SPECIAL
CUSTODY ACCT FOR THE
EXCLUSIVE
BENEFIT OF CUSTOMER
2801
MARKET ST
SAINT
LOUIS MO 63103-2523 |
9.18% |
|
CHARLES
PETRUSKY &
AMANDA
PETRUSKY JTWROS
LAUREL
MD 20723 |
8.85%* |
|
CHARLES
SCHWAB & CO INC
SPECIAL
CUSTODY ACCT FBO CUSTOMERS
ATTN
MUTUAL FUND OPERATIONS
211
MAIN ST
SAN
FRANCISCO CA 94105-1905 |
7.92% |
Dynamic
Allocation Fund Class Y |
EMPOWER
TRUST FBO
VARIOUS
FASCORE LLC RECORDKEPT PLAN
C/O
FASCORE LLC
8515
E ORCHARD RD 2T2
GREENWOOD
VILLAGE CO 80111 |
22.24% |
|
LPL
FINANCIAL
4701
EXECUTIVE DR
SAN
DIEGO CA 92121 |
13.40% |
|
CHARLES
SCHWAB & CO INC
SPECIAL
CUSTODY ACCT FBO CUSTOMERS
ATTN
MUTUAL FUND OPERATIONS
211
MAIN ST
SAN
FRANCISCO CA 94105-1905 |
13.19% |
|
NATIONAL
FINANCIAL SERVICES CORP
(FBO)
OUR CUSTOMERS
ATTN
MUTUAL FUNDS DEPARTMENT 4TH FL
499
WASHINGTON BLVD
JERSEY
CITY NJ 07310-2010 |
8.01% |
|
RAYMOND
JAMES & ASSOCIATES
OMNIBUS
FOR MUTUAL FUNDS
ATTN:
COURTNEY WALLER
880
CARILLON PKWY
ST
PETERSBURG FL 33716-1100 |
7.68% |
|
MATRIX
TRUST COMPANY AS AGENT FOR
NEWPORT
TRUST COMPANY
SHANNON
AND ASSOCIATES, LLP 401(K)
PROFIT
SHARING PLAN
35
IRON POINT CIRCLE
FOLSOM
CA 95630 |
7.25% |
Fund
Name and Share Class |
Name
and Address |
Percentage
of
Class |
|
MLPF
& S THE SOLE BENEFIT OF
FOR
IT'S CUSTOMERS
ATTN
FUND ADMISTRATION
4800
DEER LAKE DR EAST-2ND FLR
JACKSONVILLE
FL 32246 |
5.15% |
Sands
Capital International Growth
Fund
Class Y |
CHARLES
SCHWAB & CO INC
101
MONTGOMERY ST
SAN
FRANCISCO CA 94104 |
66.98% |
|
PERSHING
LLC
1
PERSHING PLAZA
JERSEY
CITY NJ 07399 |
23.30% |
|
TD
AMERITRADE INC FOR THE
EXCLUSIVE
BENEFIT OF OUR CLIENTS
PO
BOX 2226
OMAHA
NE 68103-2226 |
8.91% |
Sands
Capital International Growth
Fund
Institutional Class |
CHARLES
SCHWAB & CO INC
101
MONTGOMERY ST
SAN
FRANCISCO CA 94104 |
57.00% |
|
TD
AMERITRADE INC FOR THE
EXCLUSIVE
BENEFIT OF OUR CLIENTS
PO
BOX 2226
OMAHA
NE 68103-2226 |
23.24% |
|
NATIONAL
FINANCIAL SERVICES CORP
(FBO)
OUR CUSTOMERS
ATTN
MUTUAL FUNDS DEPARTMENT 4TH FL
499
WASHINGTON BLVD
JERSEY
CITY NJ 07310-2010 |
19.04% |
Sands
Capital International Growth
Fund
Class R6 |
WESTERN
& SOUTHERN LIFE
AND
INSURANCE COMPANY
400
BROADWAY MS 80
CINCINNATI
OH 45202 |
99.99%* |
Fund |
Date
of Fiscal Period End |
Sub-Administration
Fees
Paid |
Anti-Benchmark®
US Core Equity Fund |
12/31/2020 |
$22,516 |
12/31/2021 |
$25,899 | |
12/31/2022 |
$21,070 | |
Dynamic
Allocation Fund |
12/31/2020 |
$27,874 |
12/31/2021 |
$29,394 | |
12/31/2022 |
$25,588 | |
Sands
Capital International Growth Fund(1)
|
12/31/2020 |
N/A |
12/31/2021 |
$20,398 | |
12/31/2022 |
$21,691 |
Voting
Issue
|
Voting
Instruction |
Company
Boards —Bundling of Elections |
TOBAM
will vote AGAINST bundled director elections in all markets except Italy,
where
director elections take place through the voto di lista mechanism (slate
system). |
Company
Boards —Voto di Lista (Italy) |
TOBAM
will vote in line with the SRI recommendation for both election of
directors
and statutory auditors taking place through the voto di lista
mechanism.
In
cases where the voto di lista does not apply (because only a fraction of
the
board
is up for approval), the normal TOBAM guidelines pertaining to director
elections
will apply. |
Company
Boards —Board Independence |
TOBAM
will require a minimum level of independence of 50% for the board or
supervisory
board at all companies in all countries. When calculating the board
independence
level, all directors will be included in the count (including
employee
representatives).
If
the level of board independence falls below this threshold, TOBAM will
vote
AGAINST
the election of all the non-independent directors (except the
CEO).
TOBAM
will use the SRI director independence
classification. |
Company
Boards —Government Representative |
TOBAM
will vote AGAINST the election of a director that has been classified by
ISS
as ‘Government Representative’. |
Company
Boards—Director Terms |
TOBAM
will vote AGAINST the election of directors (except the CEO), including
bundled
elections, if the proposed length of term exceeds 4
years. |
Company
Boards—Combined CEO/Chairman* |
TOBAM
will vote FOR the election and re-election of a combined Chair/CEO in
all
markets.
TOBAM
will vote FOR shareholder proposals to split the roles of Chairman and
CEO
and FOR shareholder proposals requiring an independent board
Chairman. |
Company
Boards—Election of Former CEO as
Chairman
of the Board |
TOBAM
will not vote AGAINST the election or reelection of a former CEO as
Chairman
of the board or supervisory board only for this reason (however,
TOBAM
would vote AGAINST, should the director fail to meet other TOBAM
criteria) |
Company
Boards Gender Diversity |
TOBAM
requires a gender diversity level of at least 15%.
If
the level of gender diversity on the board is below this threshold, TOBAM
will
vote
AGAINST:
–
The reelection of the Chairman of the Nomination Committee (except the
CEO),
and
–
The election of any new majority gender candidate (except the
CEO). |
Voting
Issue |
Voting
Instruction |
Social/Environmental
Shareholder Proposals |
TOBAM
will vote FOR shareholder proposals asking for more transparency and
additional
information and additional reporting on the following
issues: •Board
Diversity •ESG
Board Committee •Improvement
of Human Rights Standards or Policies
Internet
Censorship If the shareholder proposal is a ‘Call for Action’ proposal
TOBAM
will vote in line with ISS SRI Policy (on a case-by-case basis). ISS
typically
identifies
“call to action proposals” as proposals where shareholders are calling
for
the board to do something more than merely reporting. Some examples
would
include proposals requesting the adoption of specific GHG goals,
requiring
director nominees to have certain environmental qualifications,
establishing
a new E&S committee, or requiring the adoption of specific
diversity
requirements |
Items
not addressed in this policy document |
TOBAM
will follow the ISS SRI policy
recommendation. |