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GuideStone Funds
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GUIDESTONE FUNDS
Value Equity Fund and International Equity Fund
5005 Lyndon B. Johnson Freeway, Suite 2200
Dallas, Texas 75244-6152
INFORMATION STATEMENT
March 25, 2019
Dear Shareholder:
The enclosed Information Statement discusses actions that have been taken with respect to the Value Equity Fund (“VEF”) and the International Equity Fund (“IEF”), each a series of GuideStone Funds (the “Trust”).
The Board of Trustees of the Trust (the “Board”) has approved the appointment of a newsub-adviser, American Century Investment Management, Inc. (“American Century”), to manage a portion of the VEF. American Century has begun serving assub-adviser to the VEF. The VEF’s investment objective remained unchanged; however, the principal investment strategies and principal investment risks of the VEF changed as a result of the appointment of American Century. In addition, the overall management and advisory fees of the VEF increased by approximately 0.03% (three basis points) as a result of American Century’s appointment as asub-adviser. Pursuant to an exemptive order received by the Trust, which is discussed below, the appointment of American Century did not require a shareholder vote.
The Board and GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), as the majority shareholder of the IEF, have approved the appointment of a newsub-adviser, WCM Investment Management, LLC (“WCM”), to manage a portion of the IEF. WCM has not begun serving assub-adviser to the VEF as of the date of this Information Statement. There will be no change to the IEF’s investment objective, principal investment strategies or principal investment risks, but the overall management and advisory fees of the IEF will increase by approximately 0.05% (five basis points) as a result of the appointment of WCM. The newsub-advisory agreement with WCM has been approved in conjunction with the termination of thesub-advisory agreement with Baillie Gifford Overseas Limited (“Baillie Gifford”). WCM will manage the portion of the IEF’s portfolio previously managed by Baillie Gifford.
GuideStone Capital Management, LLC, the investment adviser to the VEF and the IEF, expects that the appointments of American Century and WCM will enhance the investment services provided to, and improve the return potential of, the VEF and the IEF, respectively.
We are not asking you for a proxy and you are requested not to send us a proxy. If you have any questions, please call1-888-GS-FUNDS(1-888-473-8637), and we will be glad to assist you. Thank you for your continued support of GuideStone Funds.
Very truly yours, |
/s/ John R. Jones |
John R. Jones |
President |
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GUIDESTONE FUNDS
Value Equity Fund and International Equity Fund
5005 Lyndon B. Johnson Freeway, Suite 2200
Dallas, Texas 75244-6152
INFORMATION STATEMENT
Important Notice Regarding the
Availability of Information Statement
The Information Statement is available at GuideStoneFunds.com/Funds/Disclosures.
March 25, 2019
This document is an Information Statement for shareholders of each of the above-listed series (each, a “Fund,” and together, the “Funds”) of GuideStone Funds (the “Trust”). GuideStone Capital Management, LLC (the “Adviser”) serves as the investment adviser to each Fund and is located at 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, Texas 75244-6152. The Funds’ principal underwriter is Foreside Funds Distributors LLC, whose principal office is located at 400 Berwyn Park, 899 Cassatt Road, Suite 110, Berwyn, Pennsylvania 19312. BNY Mellon Investment Servicing (US) Inc. serves as the Funds’ transfer agent and is located at 760 Moore Road, King of Prussia, Pennsylvania 19406. The Northern Trust Company serves as the Funds’ administration and fund accounting agent and is located at 50 South LaSalle Street, Chicago, Illinois 60603. This Information Statement will be mailed on or about March 25, 2019, to the shareholders of record of each Fund as of March 1, 2019 (the “Record Date”).
As disclosed in the Funds’ prospectus, GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”) at all times directly or indirectly controls the vote of at least 60% of the outstanding shares of the Trust. The Funds will refuse to accept any investment that would result in a change of such control. In addition, GuideStone Financial Resources, as of the date of its approval, directly or indirectly controlled the vote of at least 60% of each Fund’s shares. This means that GuideStone Financial Resources, which is an affiliate of the Adviser, controls the vote on any matter that requires shareholder approval.
As further described herein, the Board of Trustees of the Trust (the “Board”) and GuideStone Financial Resources have approved the appointment of WCM Investment Management, LLC (“WCM”) as a newsub-adviser to the International Equity Fund (“IEF”) and the resulting increase in the overall management and advisory fees for the IEF. This Information Statement provides information about the Board’s and GuideStone Financial Resources’ approval of the newsub-advisory agreement with WCM on behalf of the IEF.
As described in the Funds’ prospectus, the assets of each Fund are allocated among multiplesub-advisers. The Trust and the Adviser have received an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) to permit the Adviser, subject to approval of the Board, to select and replacesub-advisers for the Funds and to amendsub-advisory agreements without obtaining shareholder approval, provided there is not an increase in the overall management and advisory fees payable by the Funds, and subject to certain conditions. These conditions require, among other things, that the shareholders be notified of the appointment of a newsub-adviser within 90 days of thesub-adviser’s appointment. This Information Statement provides such notice of the Board’s approval of the newsub-advisory agreement
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with American Century Investment Management, Inc. (“American Century”) on behalf of the Value Equity Fund (“VEF”).
This Information Statement is provided solely for information purposes. This is not a proxy statement.We are not asking you for a proxy, and you are requested not to send us a proxy.
The Funds will bear the expenses incurred in connection with preparing this Information Statement. The information in this document should be considered to be an Information Statement for purposes of Schedule 14C under the Securities Exchange Act of 1934, as amended.
You may obtain a copy of the Trust’s annual report to shareholders and the most recent semi-annual report, free of charge, by writing to the Trust at 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, Texas 75244-6152, by calling toll free at1-888-GS-FUNDS(1-888-473-8637) or by going to the website at GuideStoneFunds.com.
As of the Record Date, there were issued and outstanding 19,783,055.735 shares of the Investor Class of the VEF, 41,522,861.140 shares of the Institutional Class of the VEF, 24,926,219.846 shares of the Investor Class of the IEF and 67,725,274.017 shares of the Institutional Class of the IEF. Appendix A lists the shareholders who owned beneficially or of record more than 5% of the shares of each class of each Fund as of the Record Date. To the knowledge of the Adviser, executive officers and Trustees of the Trust, as a group, owned less than 1% of the outstanding shares of each class of each Fund as of the Record Date.
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I. | Value Equity Fund: Appointment of American Century Investment Management, Inc. asSub-Adviser |
A. | Overview |
On March 1, 2019, the Board voted to approve the selection of a newsub-adviser, American Century, to manage a portion of the VEF. American Century began serving assub-adviser to the VEF on March 13, 2019. There was no change to the VEF’s investment objective as a result of the appointment of American Century. There was a change to the VEF’s principal investment strategies and principal investment risks, and the overall management and advisory fees of the VEF increased by approximately three basis points (0.03%) as a result of the appointment of American Century assub-adviser to the VEF. However, the overall management and advisory fees did not increase more than the overall management and advisory fees last approved by shareholders. As such, shareholder approval was not necessary to approve the appointment of American Century.
B. | Appointment |
At a regular,in-person meeting held on February 28 – March 1, 2019, the Board, including the Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust, the Adviser, American Century or the Trust’s principal underwriter (“Independent Trustees”), considered and unanimously approved the Adviser’s proposal to appoint American Century as asub-adviser to manage a portion of the VEF’s portfolio pursuant to asub-advisory agreement between the Trust, the Adviser and American Century (the “American Century Agreement”). Upon the effectiveness of the American Century Agreement, the overall management and advisory fees of the VEF increased by approximately 0.03% (three basis points). American Century began providingsub-advisory services to the VEF on March 13, 2019. In addition to American Century, AJO, LP; Barrow, Hanley, Mewhinney & Strauss, LLC; Legal & General Investment Management, Inc.; and TCW Investment Management Company LLC, the VEF’s currentsub-advisers, continue to providesub-advisory services with respect to allocated portions of the VEF.
The Adviser’s recommendation to hire American Century was based on its analysis of the VEF’s investment objective and the structure of the VEF’ssub-adviser composite. The Adviser’s recommendation is intended to benefit the VEF by improving the VEF’s return potential and enhancing the VEF’s diversification profile.
C. | Board Considerations |
In making its determination to approve American Century’s selection as asub-adviser to the VEF, the Board, including the Independent Trustees advised by independent legal counsel, considered a number of factors. Such factors included the nature, extent and quality of the services to be provided by American Century, composite historical performance information and back-tested synthetic performance, the fees charged by American Century for its U.S. Concentrated Large Cap Value Strategy (the “American Century Strategy”) and information regarding American Century’s ownership structure; investment management experience; personnel; clients; assets under management (“AUM”); legal and regulatory history; compliance policies and procedures; brokerage and soft dollar practices and investment philosophies and processes. The Board also reviewed presentations by the Adviser regarding the comprehensive review process it used to recommend American Century. The Board received and considered information about the potential of American Century to contribute economies of scale as the VEF grows in size. The Board considered that the Adviser had been able to negotiate fees that were favorable compared to American Century’s stated fee schedule.
Because this engagement with American Century was new, there was no relevant historical profitability information for the Board to assess. The Board noted, however, that American Century did
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provide an estimate of profitability for providing its services to the VEF, which was based on a full cost approach. The Trustees considered the Adviser’s assessment of American Century’s financial condition. The Trustees noted that the Adviser, after reviewing certain financial information provided by American Century, believed that American Century was financially sound.
The Board considered the fees to be paid to American Century under the American Century Agreement, as well as the overall fee structure under the American Century Agreement, in light of the nature, extent and quality of the services to be provided. The Board also considered the fees charged by other investment advisers that employ similar strategies. The Board noted that the VEF’s overall management and advisory fees would increase as a result of the appointment of American Century, highlighting that assets currently assigned to a lower cost, passivesub-adviser strategy would bere-allocated to the higher cost, active American Century Strategy. The Board also noted that the VEF, and not the Adviser, would pay fees to American Century directly, and that, as a result, the appointment of American Century would not be expected to affect the Adviser’s profitability with respect to the VEF.
The Board considered potential“fall-out” or ancillary benefits anticipated to be received by American Century and its affiliates as a result of its arrangements with the VEF. The Board concluded that any potential benefits to be derived by American Century included potential access to additional research resources, increased AUM and reputational benefits, which were consistent with those generally derived bysub-advisers to mutual funds.
The Board considered that the Adviser intended to allocate approximately 17% of the VEF’s assets to the American Century Strategy. The Board noted the Adviser’s determination that the strategy would complement the other strategies currently utilized in the VEF and, as such, would enhance the VEF’s potential to provide long-term capital appreciation, including downside protection. The Board noted the Adviser’s representation that American Century would be comfortable managing the American Century Strategy in accordance with the VEF’s socially responsible investment policy.
While noting that past performance does not indicate future results, the Board considered that the composite performance (since January 2017) and the back-tested performance (since January 2007) of the American Century Strategy, gross of fees as of December 31, 2018, versus its benchmark, the Russell 1000® Value Index, had been favorable over historical time periods. The Board also considered that the American Century Strategy’s composite performance had outperformed its benchmark index over theone-year period ended December 31, 2018. Additionally, the Board noted that the blended composite and back-dated performance had outperformed the benchmark index over the three-, five- and seven-year and analysis periods ended December 31, 2018. American Century presented the blended composite and back-dated performance as a representation of the likely longer-term return and risk profile of the American Century Strategy. The Board noted that the VEF would be the first investor in the American Century Strategy, as the only current assets in the strategy were seed capital of approximately $1.0 million as of December 31, 2018.
The Board noted that the Adviser had planned to engage a transition manager tore-allocate separate portions of the VEF’s assets to American Century. The Board reviewed the Adviser’s estimate of the costs of the transition of assets and considered the fact that the transition would occur within large cap, developed equity markets which are very liquid. Therefore, the Board noted that the cost of the transition is estimated to be modest to the VEF.
Based on all of the information provided to the Board and its consideration of relevant factors, the Board determined that American Century would provide investment management services that are appropriate in scope and that the fees to be paid to American Century by the VEF under the American Century Agreement would be fair and reasonable in light of the nature, extent and quality of services to be provided. In their deliberations, the Trustees did not identify any particular information that wasall-important or controlling, and each Trustee may have attributed different weights to the various factors deliberated upon, among others.
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No officers or Trustees of the Trust are officers, employees, directors, general partners or shareholders of American Century. In addition, since January 1, 2018, the beginning of the Trust’s prior fiscal year, no Trustee of the Trust has had, directly or indirectly, a material interest, material transaction or material proposed transaction to which American Century, any parent or subsidiary of American Century or any subsidiary of a parent of such entities was, or is to be, a party. American Century also serves as asub-adviser to the Defensive Market Strategies Fund, another series of the Trust advised by the Adviser.
Information Regarding American Century. American Century has been a privately-controlled investment manager since 1958. As of December 31, 2018, American Century had approximately $149.5 billion in AUM. American Century uses a team approach to manage the firm’s assigned portion of the VEF. The portfolio managers who are jointly and primarily responsible for theday-to-day management of the portfolio account are Kevin Toney, CFA®, Chief Investment Officer – Global Value Equity, Senior Vice President and Senior Portfolio Manager; Phillip N. Davidson, CFA®, Senior Vice President and Executive Portfolio Manager; Michael Liss, CFA®, CPA, Vice President and Senior Portfolio Manager; and Brian Woglom, CFA®, Vice President and Senior Portfolio Manager. Each member of the team has more than five years of experience with American Century. More information about American Century is provided in Appendix B.
Comparison of the Management Fees. The overall management and advisory fees paid by the VEF increased by approximately 0.03% (three basis points), based on a restatement of fees for the current fiscal year, as a result of the appointment of American Century, compared to the overall management and advisory fees paid by the VEF prior to the effective date of the American Century Agreement. However, even with this increase to the overall management and advisory fees, the overall management and advisory fees of the VEF were lower than the overall management and advisory fees last approved by shareholders. As such, the appointment of American Century did not require a shareholder vote.
Prior to the effectiveness of the American Century Agreement, the Institutional Class and Investor Class of the VEF paid overall management and advisory fees of 0.54% of average daily net assets for the year ended December 31, 2018. For the fiscal year ended December 31, 2018, the actual overall management and advisory fees paid by the VEF to the Adviser and thesub-advisers to the VEF, both as a dollar amount and as a percentage based upon the VEF’s average daily net assets, were $4,672,749 (0.33%) and $2,933,666 (0.21%), respectively. Upon the appointment of American Century, the Institutional Class and Investor Class of the VEF will pay overall management and advisory fees of approximately 0.57% of the VEF’s average daily net assets. This increase reflects the fees payable to American Century, as well as fees paid to the VEF’s existingsub-advisers under the services of their respectivesub-advisory agreements with the Trust and the Adviser. If the new overall management and advisory fees had been in effect for the fiscal year ended December 31, 2018, the VEF would have paid $8,070,073 in overall management and advisory fees or a 0.03% increase in the overall management and advisory fees actually paid that year. The actual amount of the overall management and fees paid by the VEF will vary, depending on the allocation of the VEF’s assets to itssub-advisers.
The following tables show the VEF’s annual expenses (1) based on actual expenses incurred during the VEF’s fiscal year ended December 31, 2018; and (2) on apro forma basis as if the American Century Agreement had been in effect during 2018. Thepro formaexpenses should not be considered a representation of future expenses. Actual expenses may be higher or lower than those shown as follows.
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Comparison of Fees and Expenses
As of December 31, 2018
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
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Institutional | Investor | |||||||
| ||||||||
Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | |||||
Management fee | 0.54% | 0.57% | 0.54% | 0.57% | ||||
Other expenses | 0.03% | 0.03% | 0.30% | 0.30% | ||||
Acquired fund fees and expenses | 0.01% | 0.01% | 0.01% | 0.01% | ||||
Total annual Fund operating expenses | 0.58% | 0.61% | 0.85% | 0.88% | ||||
Fee waiver(1) | (0.01%) | (0.01%) | (0.01%) | (0.01%) | ||||
Total annual Fund operating expenses (after fee waiver) | 0.57% | 0.60% | 0.84% | 0.87% |
(1) | The Adviser and/or its affiliates have agreed to waive shareholder service fees attributable to the Fund’s investment of cash balances in the Money Market Fund through April 30, 2019. This contractual waiver can only be terminated by the Board of Trustees of GuideStone Funds. |
Expense Example |
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Finally, the example assumes that all dividends and other distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Institutional Class | Investor Class | |||||||
Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | |||||
1 Year | $58 | $61 | $86 | $89 | ||||
3 Years | $185 | $194 | $270 | $280 | ||||
5 Years | $323 | $339 | $470 | $487 | ||||
10 Years | $725 | $761 | $1,048 | $1,083 |
Description of the American Century Agreement. The American Century Agreement became effective on March 1, 2019, and American Century began providing services to the VEF on March 13, 2019. This description of the American Century Agreement is qualified in its entirety by the form of the American Century Agreement, which is included in Appendix C. The terms of the American Century Agreement are substantially the same as the investmentsub-advisory agreements between the Trust, the Adviser and the VEF’s othersub-advisers, except as to: (1) the effective date; (2) thesub-advisory fee schedule; and (3) certain provision changes regarding indemnification and the duties of thesub-adviser to reflect evolving industry standards and to specify in greater detail certain duties of thesub-adviser, including duties related to brokerage arrangements, the aggregation of portfolio transactions, assistance with the valuation of portfolio securities, assistance with the preparation of filings and reports and with information regarding class action claims and obligations with respect to compliance matters.
The American Century Agreement will continue in effect for an initial term of two years. Thereafter, the American Century Agreement will continue in effect only if approved annually by the Board or by the vote of the shareholders of the majority of the outstanding shares of the VEF, and also, in either event, if approved by a majority of the Independent Trustees.
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Under the American Century Agreement, American Century will manage the assets of the VEF that are allocated to American Century by the Adviser. American Century has discretion pursuant to the American Century Agreement to purchase and sell securities for its allocated segment of the VEF’s assets in accordance with the VEF’s objectives, policies and restrictions and the more specific strategies and guidelines provided by the Adviser to American Century. Although American Century is subject to the overall supervision of the Board and officers of the Trust and by the Adviser, these parties do not evaluate the investment merits of specific securities transactions.
The American Century Agreement recognizes that American Century may, under certain circumstances, pay higher brokerage commissions by executing portfolio transactions with brokers that provide the firm with research, analysis, advice or similar services. The American Century Agreement also provides that American Century will (1) maintain all books and records required to be maintained by it pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions American Century effects on behalf of the VEF and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably request; and (2) provide the Board or the Adviser with certain economic and investment analyses and reports, as well as monthly reports, setting forth the VEF’s performance with respect to American Century’s investments on its behalf and make available to the Board and the Adviser any economic, statistical and investment services that American Century normally makes available to its institutional investors or other customers.
The American Century Agreement does not protect American Century against liability to the VEF or the VEF’s shareholders to which the firm might otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance, or breach, of its duties and obligations under the American Century Agreement. The American Century Agreement will terminate automatically with respect to the VEF upon assignment or upon the termination of the VEF’s Advisory Agreement with the Adviser. The American Century Agreement may also be terminated without penalty at any time by any party thereto, immediately upon written notice to the other parties.
II. | International Equity Fund: Appointment of WCM Investment Management, LLC asSub-Adviser |
A. | Overview |
On March 1, 2019, the Board voted to approve the selection of a newsub-adviser, WCM, to manage a portion of the IEF. WCM will replace Baillie Gifford Overseas Limited (“Baillie Gifford”), which has served as one of thesub-advisers to the IEF. WCM has not begun serving assub-adviser to the IEF as of the date of this Information Statement. There will be no changes to the IEF’s investment objectives, principal investment strategies or principal investment risks, and the overall management and advisory fees of the IEF will increase by approximately five basis points (0.05%) as a result of the appointment of WCM assub-adviser to the IEF.
B. | Appointment |
At a regular,in-person meeting held on February 28 – March 1, 2019, the Board, including the Independent Trustees, considered and unanimously approved the Adviser’s proposals to (1) terminate thesub-advisory agreement with Baillie Gifford on behalf of the IEF; and (2) appoint WCM as asub-adviser to manage a portion of the IEF’s portfolio pursuant to asub-advisory agreement between the Trust, the Adviser and WCM (the “WCM Agreement”). The Adviser’s proposal was based on certain factors, including, but not limited to, its assessment of the performance and investment style of the Baillie Gifford strategy and the desire of the Adviser to enhance the risk/return profile of the IEF. Based upon a review of comparative performance information and other factors, the Adviser recommended, and the Board approved, the termination of thesub-advisory agreement between the Adviser, the Trust and Baillie Gifford and the approval of the WCM Agreement on behalf of the IEF. WCM will begin providingsub-advisory services to the IEF on or after April 11, 2019. In addition to WCM, AQR Capital Management, LLC; Harris
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Associates L.P.; MFS Institutional Advisors, Inc.; and Mondrian Investment Partners Ltd., the IEF’s currentsub-advisers, will continue to providesub-advisory services with respect to allocated portions of the IEF.
The Adviser’s recommendation to hire WCM was based on its analysis of the IEF’s investment objective and the structure of the IEF’ssub-adviser composite. The Adviser’s recommendation is intended to benefit the IEF by improving the IEF’s investment return potential and enhancing the IEF’s diversification profile.
C. | Board Considerations |
In making its determination to approve WCM’s selection as asub-adviser to the IEF, the Board, including the Independent Trustees advised by independent legal counsel, considered a number of factors. Such factors included the nature, extent and quality of the services to be provided by WCM; the past performance of similar accounts managed by WCM that employ a strategy similar to the strategy proposed for the IEF; the fees charged to clients of WCM; the fees charged by other investment advisers that employ similar strategies; and information regarding WCM’s ownership structure, investment management experience, personnel, clients, AUM, legal and regulatory history, compliance policies and procedures, brokerage and soft dollar practices and investment philosophies and processes. The Board also reviewed presentations by the Adviser regarding the comprehensive review process it used to recommend WCM. The Board received and considered information about the potential of WCM to contribute economies of scale as the IEF grows in size. The Board considered that the Adviser had been able to negotiate fees that were favorable compared to WCM’s stated fee schedule.
Because this engagement with WCM was new, there was no relevant historical profitability information for the Board to assess. The Board noted, however, that WCM did provide an estimate of profitability for providing its services to the IEF, which was based on a pro rata allocation of expenses based on the estimated portfolio account AUM to total firm AUM. The Trustees considered the Adviser’s assessment of WCM’s financial condition. The Trustees noted that the Adviser, after reviewing certain financial information provided by WCM, believed that WCM was financially sound.
The Board considered the fees to be paid to WCM under the WCM Agreement, as well as the overall fee structure under the WCM Agreement, in light of the nature, extent and quality of the services to be provided. The Board also considered the fees charged by other investment advisers that employ similar strategies. The Board noted that the IEF’s overall management and advisory fees would increase as a result of the appointment of WCM. The Board also noted that the IEF, and not the Adviser, would pay fees to WCM directly and that, as a result, the appointment of WCM would not be expected to affect the Adviser’s profitability with respect to the IEF.
The Board considered potential“fall-out” or ancillary benefits anticipated to be received by WCM as a result of its arrangements with the IEF. The Board concluded that any potential benefits to be derived by WCM included potential access to additional research resources, increased AUM and reputational benefits, which were consistent with those generally derived bysub-advisers to mutual funds.
The Board considered that WCM’s Focus Growth International Strategy (“WCM Strategy”) composite performance history versus its benchmark, the MSCI EAFE Growth Index, had been favorable over historical time periods (evaluated since December 2004). While noting that past performance does not indicate future results, the Board considered that the proposed strategy had outperformed its benchmark index over theone-, three-, five- and seven-year and analysis periods ended December 31, 2018.
The Board further considered the qualifications, experience and capabilities of the WCM individuals who would have primary portfolio management responsibilities for the IEF. In addition, the Board noted that, as of December 31, 2018, the AUM for the proposed WCM Strategy were approximately $25.2 billion, with total firm assets of $29.8 billion as of December 31, 2018.
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The Board considered that the Adviser intends to allocate approximately 15% of the IEF’s assets to the WCM Strategy. The Board noted the Adviser’s determination that the strategy would complement the other strategies currently utilized in the IEF and, as such, would enhance the IEF’s potential to provide long-term capital appreciation. The Board noted the Adviser’s representation that WCM would be comfortable managing the WCM Strategy in accordance with the IEF’s socially responsible investment policy.
The Board noted that the estimated costs of the transition of assets from the terminated Baillie Gifford portfolio account to WCM, as estimated by the Adviser, were reasonable. Among other things, the Board considered the fact that the transition would occur primarily within the developed international equity markets, with some trading in emerging international markets equity markets, and therefore, may entail higher transaction costs compared to transactions involving other asset classes such as domestic stocks. However, the Board noted that the estimated transition costs would be modest to the IEF.
Based on all of the information provided to the Board and its consideration of relevant factors, the Board determined that WCM would provide investment management services that are appropriate in scope and that the fees paid to WCM by the IEF under the WCM Agreement were fair and reasonable in light of the nature, extent and quality of services to be provided. In their deliberations, the Trustees did not identify any particular information that wasall-important or controlling, and each Trustee may have attributed different weights to the various factors deliberated upon, among others.
No officers or Trustees of the Trust are officers, employees, directors, general partners or shareholders of WCM. In addition, since January 1, 2018, the beginning of the Trust’s prior fiscal year, no Trustee of the Trust has had, directly or indirectly, a material interest, material transaction or material proposed transaction to which WCM, any parent or subsidiary of WCM or any subsidiary of a parent of such entities was, or is to be, a party.
Information Regarding WCM. WCM is an investment advisory firm, registered with the SEC that specializes in providing innovative, equity investment advisory services. WCM was founded in 1976. As of December 31, 2018, the firm had AUM of approximately $29.8 billion. WCM will use a team approach to manage an assigned portion of the IEF. The team is led by Paul R. Black,Co-CEO and Portfolio Manager; Peter J. Hunkel, Vice President and Portfolio Manager; Michael B. Trigg, Senior Vice President and Portfolio Manager; and Kurt R. Winrich, CFA®,Co-CEO and Portfolio Manager. Each portfolio manager has been employed with WCM for five years or more. More information about WCM is provided in Appendix D.
Comparison of the Management Fees. The overall management and advisory fees paid by the IEF will increase by approximately 0.05% (five basis points), based on a restatement of fees for the current fiscal year, compared to the overall management and advisory fees paid by the IEF prior to the effective date of the WCM Agreement. The overall management and advisory fees of the IEF will increase by approximately 0.03% (three basis points) from the overall management and advisory fees last approved by shareholders. As such, the appointment of WCM required a shareholder vote, and such shareholder approval was obtained from GuideStone Financial Resources, as the majority shareholder of the IEF.
Prior to the effectiveness of the WCM Agreement, the Institutional Class and Investor Class of the IEF paid overall management fees of 0.72% of average daily net assets for the year ended December 31, 2018. For the fiscal year ended December 31, 2018, the actual overall management and advisory fees paid by the IEF to the Adviser and thesub-advisers to the IEF, both as a dollar amount and as a percentage based upon the IEF’s average daily net assets, were $4,932,354 (0.33%) and $5,883,764 (0.39%), respectively. Upon the appointment of WCM, the Institutional Class and Investor Class of the IEF will pay overall management and advisory fees of approximately 0.77% of the IEF’s average daily net assets. This increase reflects the fees payable to WCM, as well as fees paid to the IEF’s existingsub-advisers under the services of their respectivesub-advisory agreements with the Trust and the Adviser. If the new overall management and advisory fees had been in effect for the fiscal year ended December 31, 2018, the IEF would have paid
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$11,300,415 in overall management and advisory fees or a 0.05% increase in the overall management and advisory fees actually paid that year. The actual amount of the overall management and advisory fees paid by the IEF will vary, depending on the allocation of the IEF’s assets to itssub-advisers.
The following tables show the IEF’s annual expenses (1) based on actual expenses incurred during the IEF’s fiscal year ended December 31, 2018; and (2) on apro forma basis as if the WCM Agreement had been in effect during 2018. Thepro forma expenses should not be considered a representation of future expenses. Actual expenses may be higher or lower than those shown as follows.
Comparison of Fees and Expenses
As of December 31, 2018
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of our investment)
|
Institutional | Investor | |||||||||
| ||||||||||
Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | |||||||
Management fee | 0.72% | 0.77% | 0.72% | 0.77% | ||||||
Other expenses | 0.28% | 0.28% | 0.55% | 0.55% | ||||||
Dividend or interest expense on short sales | 0.08% | 0.08% | 0.08% | 0.08% | ||||||
Acquired fund fees and expenses | 0.02% | 0.02% | 0.02% | 0.02% | ||||||
Total annual Fund operating expenses | 1.10% | 1.15% | 1.37% | 1.42% | ||||||
Fee waiver(1) | (0.01%) | (0.01%) | (0.02%) | (0.02%) | ||||||
Total annual Fund operating expenses (after fee waiver) | 1.09% | 1.14% | 1.35% | 1.40% | ||||||
(1) The Adviser and/or its affiliates have agreed to waive shareholder service fees attributable to the Fund’s investment of cash balances in the Money Market Fund through April 30, 2019. This contractual waiver can only be terminated by the Board of Trustees of GuideStone Funds. |
Expense Example |
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Finally, the example assumes that all dividends and other distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Institutional Class | Investor Class | |||||||
| ||||||||
Actual with Current | Pro Forma with Proposed Advisory Fee | Actual with Current Advisory Fee | Pro Forma with Proposed Advisory Fee | |||||
1 Year | $111 | $116 | $137 | $143 | ||||
3 Years | $349 | $364 | $432 | $447 | ||||
5 Years | $605 | $632 | $748 | $774 | ||||
10 Years | $1,339 | $1,397 | $1,645 | $1,700 |
Description of the WCM Agreement. The WCM Agreement will become effective on April 1, 2019, and WCM will begin providing services to the IEF on or after April 11, 2019. This description of the WCM Agreement is qualified in its entirety by the form of the WCM Agreement, which is included in Appendix E. The terms of the WCM Agreement are substantially the same as the investmentsub-advisory agreements between the Trust, the Adviser and the IEF’s othersub-advisers except as to: (1) the effective date; (2) thesub-advisory fee schedule; and (3) changes to provisions regarding indemnification, expenses (specifically what thesub-adviser is not responsible for paying), representations, warranties and agreements
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of the Trust and the Adviser and the duties of thesub-adviser to reflect evolving industry standards and to specify in greater detail certain duties of thesub-adviser, including duties related to brokerage arrangements, the aggregation of portfolio transactions, assistance with the valuation of portfolio securities, assistance with the preparation of filings and reports and with information regarding class action claims and obligations with respect to compliance matters.
The WCM Agreement will continue in effect for an initial term of two years. Thereafter, the WCM Agreement will continue in effect only if approved annually by the Board or by the vote of the shareholders of the majority of the outstanding shares of the IEF, and also, in either event, if approved by a majority of the Independent Trustees.
Under the WCM Agreement, WCM will manage the assets of the IEF that are allocated to WCM by the Adviser. WCM has discretion pursuant to the WCM Agreement to purchase and sell securities for its allocated segment of the IEF’s assets in accordance with the IEF’s objectives, policies and restrictions and the more specific strategies and guidelines provided by the Adviser to WCM. Although WCM is subject to the overall supervision of the Board and officers of the Trust and by the Adviser, these parties do not evaluate the investment merits of specific securities transactions.
The WCM Agreement recognizes that WCM may, under certain circumstances, pay higher brokerage commissions by executing portfolio transactions with brokers that provide the firm with research, analysis, advice or similar services. The WCM Agreement also provides that WCM will (1) maintain all books and records required to be maintained by it pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions WCM effects on behalf of the IEF and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser may reasonably request; and (2) provide the Board or the Adviser with certain economic and investment analyses and reports, as well as monthly reports, setting forth the IEF’s performance with respect to WCM’s investments on its behalf and make available to the Board and the Adviser any economic, statistical and investment services that WCM normally makes available to its institutional investors or other customers.
The WCM Agreement does not protect WCM against liability to the IEF or the IEF’s shareholders to which the firm might otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance, or breach, of its duties and obligations under the WCM Agreement. The WCM Agreement will terminate automatically with respect to the IEF upon assignment or upon the termination of the IEF’s Advisory Agreement with the Adviser. The WCM Agreement may also be terminated without penalty at any time by any party thereto, immediately upon written notice to the other parties.
III. | Additional Information |
Portfolio Transactions. To the extent permitted by law and in accordance with procedures established by the Board, each Fund of the Trust may engage in brokerage transactions with brokers that are affiliates of the Adviser or the Fund’ssub-advisers, with brokers who are affiliates of such brokers, or with unaffiliated brokers who trade or clear through affiliates of the Adviser or the Fund’ssub-advisers. For the fiscal year ended December 31, 2018, the VEF and IEF did not engage in any affiliated brokerage transactions.
Shareholder Communications. The Board has provided for a process by which shareholders may send communications to the Board. If a shareholder wishes to send a communication to the Board, or to a specified Trustee, the communication should be submitted in writing to Matthew A. Wolfe, Chief Legal Officer and Secretary, GuideStone Funds, 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, Texas 75244-6152, who will forward such communication to the Trustee(s).
Multiple Shareholders in a Household. If you are a member of a household in which multiple shareholders of the Fund(s) share the same address, and the Fund(s) or your broker or bank (for “street name” accounts) has received consent to household material, then the Fund(s) or your broker or bank may
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have sent to your household only one copy of this Information Statement (the “Materials”), unless the Fund(s) or your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of the Materials, the Fund(s) will deliver promptly a separate copy of the Materials to you upon written or oral request. To receive a separate copy of the materials, or if you would like to receive a separate copy of future information statements, proxy statements, prospectuses or annual reports, please contact the Trust by writing to the Trust at 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, Texas 75244-6152 or by calling1-888-GS-FUNDS(1-888-473-8637). If you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact the Trust at the telephone number or address stated above.
By Order of the Board of Trustees, |
/s/ Matthew A. Wolfe |
Matthew A. Wolfe |
Chief Legal Officer and Secretary |
March 25, 2019
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APPENDIX A
SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD
MORE THAN 5% OF GUIDESTONE FUNDS
Name of Fund | Shareholder Name and Address | Number and Percentage of March 1, 2019 (Percentage of shares owned rounded to the nearest whole percentage) | ||||
Value Equity Fund Investor Class | GuideStone Church Retirement Plan PO Box 819109 Dallas, TX 75381-9109 | 11,550,539.416 | 58% | |||
Value Equity Fund Investor Class | GuideStone 403(b)(9) Employer Plan PO Box 819109 Dallas, TX 75381-9109 | 5,010,543.605 | 25% | |||
International Equity Fund Investor Class | GuideStone Church Retirement Plan PO Box 819109 Dallas, TX 75381-9109 | 13,784,648.362 | 55% | |||
International Equity Fund Investor Class | GuideStone 403(b)(9) Employer Plan PO Box 819109 Dallas, TX 75381-9109 | 6,214,673.335 | 25% | |||
Value Equity Fund Institutional Class | GuideStone Financial Resources Aggressive Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 14,489,399.844 | 35% | |||
Value Equity Fund Institutional Class | GuideStone Financial Resources Growth Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 12,106,583.056 | 29% | |||
Value Equity Fund Institutional Class | GuideStone Financial Resources Balanced Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 9,007,810.878 | 22% | |||
Value Equity Fund Institutional Class | GuideStone 403(b)(9) Employer Plan PO Box 819109 Dallas, TX 75381-9109 | 2,434,979.441 | 6% | |||
International Equity Fund Institutional Class | GuideStone Financial Resources Aggressive Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 23,658,321.211 | 35% | |||
International Equity Fund Institutional Class | GuideStone Financial Resources Growth Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 19,784,179.745 | 29% | |||
International Equity Fund Institutional Class | GuideStone Financial Resources Balanced Allocation Fund PO Box 819109 Dallas, TX 75381-9109 | 14,645,543.783 | 22% |
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APPENDIX B
MORE INFORMATION ABOUT
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
American Century Investment Management, Inc. (“American Century”), with principal offices at 4500 Main Street, Kansas City, Missouri 64111, is a wholly-owned, privately held subsidiary of American Century Companies Inc. and is registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. American Century provides portfolio management services for investment companies as well as for other business and institutional clients. As of December 31, 2018, American Century had approximately $149.5 billion in assets under management.
Listed below are the names, addresses and principal occupations for the directors and principal executive officers of American Century:
Name | Principal Occupation | |
Patrick T. Bannigan | Chief Financial Officer, Chief Accounting Officer, Vice President, Director and Treasurer | |
Charles A. Etherington | General Counsel and Senior Vice President | |
Amy D. Shelton | Chief Compliance Officer | |
Jonathan S. Thomas | Executive Vice President and Director | |
Victor S. Zhang | President, Chief Executive Officer and Chief Investment Officer |
The business address of each person listed above is the same as the address for American Century.
American Century does not serve as investment adviser orsub-adviser to any registered investment companies which employ a strategy similar to that proposed to be employed for the Value Equity Fund.
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APPENDIX C
SUB-ADVISORY AGREEMENT
THISSUB-ADVISORY AGREEMENT (“Agreement”) is made among GUIDESTONE FUNDS, a Delaware business trust (“Trust”), and GUIDESTONE CAPITAL MANAGEMENT, LLC (“Adviser”), a limited liability company organized under the laws of the State of Texas, and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a registered investment adviser organized under the laws of the State of Delaware(“Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (“Management Agreement”) with the Trust, anopen-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Value Equity Fund (“Fund”) is a series of the Trust; and
WHEREAS, under the Management Agreement, the Adviser has agreed to provide certain investment advisory services to the Fund; and
WHEREAS, the Adviser is authorized under the Management Agreement to delegate certain of its investment advisory responsibilities to one or more persons or companies; and
WHEREAS, the Board of Trustees of the Trust (“Board”) and the Adviser desire that the Adviser retain theSub-Adviser to render investment advisory services for the portion of the Fund’s assets allocated to theSub-Adviser, as determined from time to time by the Adviser, in the manner and on the terms hereinafter set forth; and
WHEREAS, theSub-Adviser is willing to furnish such services to the Adviser and the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Trust, the Adviser and theSub-Adviser agree as follows:
1. Appointment. The Adviser and the Trust hereby appoint and employ theSub-Adviser as a discretionary portfolio manager, on the terms and conditions set forth herein, of those assets of the Fund which the Adviser determines to assign to theSub-Adviser (those assets being referred to as the “Fund Account”). The Adviser may from time to time make additions to and withdrawals, including but not limited to cash and cash equivalents, from the Fund Account, subject to verbal notification and subsequent written notification to theSub-Adviser. TheSub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser, except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and theSub-Adviser.
2. Acceptance of Appointment. TheSub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.
3. Duties asSub-Adviser.
(a) Subject to the supervision and direction of the Board and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to theSub-Adviser, theSub-Adviser will: (i) provide a continuous investment program with respect to the Fund Account; (ii) determine from time to time what investments in the Fund Account will be
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purchased, retained or sold by the Fund; and (iii) be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. TheSub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which theSub-Adviser has written notice. TheSub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the Registration Statement and with all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to theSub-Adviser.
Additionally, the Adviser will enter into and perform any instrument or agreement necessary to give effect to this Agreement provided that the terms of such instrument or agreement are acceptable to the Adviser. Subject to the same provision, theSub-Adviser will enter into any master trading or clearing agreement with an entity approved by the Adviser where such agreement is required by theSub-Adviser for orderly trading of investments pursuant to this Agreement and authorizes theSub-Adviser to act as its agent under these agreements as is reasonably necessary for theSub-Adviser to comply with its investment management obligations under this Agreement.
(b) In accordance with the Fund’s investment policies described in the Registration Statement, theSub-Adviser is responsible for avoiding investment of Fund Account assets in the securities issued by any company that is publicly recognized, as determined by GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), as being in the alcohol, tobacco, gambling, pornography or abortion industries, or any company whose products, services or activities are publicly recognized, as determined by GuideStone Financial Resources, as being incompatible with the moral and ethical posture of GuideStone Financial Resources. The Adviser shall provide in writing to theSub-Adviser a list of such prohibited companies, which the Adviser in its sole discretion will amend or supplement from time to time. The Adviser will provide theSub-Adviser with such amendments or supplements on a timely basis, and any such changes shall become effective once they have been received by theSub-Adviser. If theSub-Adviser has a question about whether any proposed transaction with respect to the Fund Account would be in compliance with such investment policies, it may consult with the Adviser during normal business hours, and the Adviser will provide instructions upon which theSub-Adviser may rely in purchasing and selling securities for the Fund Account.
(c) TheSub-Adviser will select brokers and dealers to effect all portfolio transactions for the Fund Account subject to the conditions set forth herein. TheSub-Adviser will place all necessary orders with brokers, dealers or issuers, and will negotiate brokerage commissions, if applicable. TheSub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Fund, and in compliance with Section 28(e) of the Securities Exchange Act of 1934, theSub-Adviser may, in its discretion, use brokers (including brokers that may be affiliates of theSub-Adviser to the extent permitted by Section 3(d) hereof) who provide theSub-Adviser with research, analysis, advice and similar services to execute portfolio transactions, and theSub-Adviser may pay to those brokers, directly or indirectly through a commission sharing arrangement, in return for brokerage and research services a higher commission than may be charged by other brokers, subject to theSub-Adviser’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of theSub-Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. The Sub-
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Adviser agrees to provide the Adviser with reports or other information regarding brokerage and benefits received therefrom, upon the Adviser’s reasonable request. In no instance will portfolio securities or other assets be purchased from or sold to theSub-Adviser, any other investmentsub-adviser that serves assub-adviser to one or more series of the Trust, or any affiliated person thereof, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund, or in accordance with an order of exemption received from the United States Securities and Exchange Commission (“SEC”). On occasions when theSub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of theSub-Adviser, theSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Whenever theSub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund Account and one or more other accounts advised by theSub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner theSub-Adviser believes to be equitable over time and consistent with its fiduciary obligations to each account.
(d) Except as permitted by law or an exemptive order or rule of the SEC, and the Trust’s policies and procedures adopted thereunder, theSub-Adviser agrees that it will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or anysub-adviser for any series of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide theSub-Adviser with a written list of such brokers and dealers and will, from time to time, update such list as necessary. TheSub-Adviser agrees that it will provide the Adviser with a written list of brokers and dealers that are affiliates of theSub-Adviser and will, from time to time, update such list as necessary.
(e) In furnishing services hereunder, to the extent prohibited under, or necessary to comply with, the 1940 Act, theSub-Adviser will not consult with any othersub-adviser to the Fund, any other series of the Trust, or any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. For the avoidance of doubt, the foregoing restriction will not be deemed to prohibit theSub-Adviser from consulting with: (i) any of its affiliated persons concerning transactions in securities or other assets; (ii) any of the other coveredsub-advisers concerning compliance with paragraphs (a) and (b) of Rule12d3-1 under the 1940 Act; and (iii) a successorsub-adviser of the Fund in order to effect an orderly transition ofsub-advisory duties so long as such consultations do not concern transactions prohibited by Section 17(a) of the 1940 Act.
(f) TheSub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by theSub-Adviser on behalf of the Fund, and will furnish the Board, the Adviser or the Fund’s administrator (“Administrator”) with such periodic and special reports as any of them reasonably may request. In compliance with the requirements of Rule31a-3 under the 1940 Act, theSub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust a complete set of any records that it maintains for the Fund upon request by the Trust.
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(g) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and theSub-Adviser shall not have possession or custody thereof. TheSub-Adviser shall advise the Custodian and, upon request, confirm in writing to the Trust, to the Adviser and any other designated agent of the Fund, including the Administrator, all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Adviser. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by theSub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, theSub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of theSub-Adviser to notify the Adviser if the Custodian fails to confirm in writing proper execution of the instructions.
(h) TheSub-Adviser agrees to provide, at such times as shall be reasonably requested by the Board or the Adviser, the analysis and reports specified on Schedule A attached hereto, including without limitation monthly reports setting forth the investment performance of the Fund Account. TheSub-Adviser also agrees to make available to the Board and Adviser any economic, statistical and investment services that theSub-Adviser normally makes available to its institutional or other customers.
(i) Advisor acknowledges and agrees that theSub-Adviser is not the Fund’s pricing agent and is not responsible for pricing the securities held by the Fund. In accordance with procedures adopted by the Board, as amended from time to time, theSub-Adviser will assist the Administrator and/or the Fund in determining the fair valuation of all portfolio securities held in the Fund Account and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) for each portfolio security held in the Fund Account for which the Administrator does not obtain prices in the ordinary course of business from an automated pricing service. TheSub-Adviser shall promptly notify the Adviser if, for any reason and subject to its valuation policies, theSub-Adviser believes there is significant uncertainty as to value or a reasonable likelihood that the price of any security or other investment in the Fund Account may materially deviate from the value thereof. TheSub-Adviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information to the Adviser upon request, with such records being deemed Fund records.
(j) TheSub-Adviser shall provide reasonable assistance as needed in the preparation of (but not pay for) all periodic reports by the Trust or the Fund to shareholders of the Fund and all reports and filings required to maintain the registration and qualification of the Fund, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws. Upon the request of the Trust or the Adviser, theSub-Adviser shall review Registration Statements or portions thereof that relate to the Fund or theSub-Adviser and other documents provided to theSub-Adviser, provide comments on such drafts on a timely basis, and provide certifications orsub-certifications on a timely basis and in a form mutually agreeable to the parties. TheSub-Adviser will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the Fund Account.
(k) As reasonably requested by the Trust on behalf of the Trust’s officers and in
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accordance with the scope of theSub-Adviser’s obligations and responsibilities contained in this Agreement (i.e., with respect to the Fund Account and theSub-Adviser’s provision of portfolio management services hereunder), theSub-Adviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule38a-1 of the 1940 Act. Specifically, theSub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Fund Account and theSub-Adviser’s provision of portfolio management services hereunder, it is in compliance with all applicable “federal securities laws”, as required by Rule38a-l under the 1940 Act, and Rule206(4)-7 under the Advisers Act; (b) upon request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust’s compliance controls; (c) upon request and reasonable prior notice, provide the Trust’s chief compliance officer with direct access to its chief compliance officer (or his/her designee); (d) upon request, provide the Trust’s chief compliance officer with periodic reports; and (e) promptly provide notice of any material compliance matters that relate to, or could reasonably be expected to have an impact on, the Fund Account, Fund, Trust or the performance of theSub-Adviser’s duties under this Agreement.
(l) TheSub-Adviser will not be responsible for making any class action filings, including bankruptcies, on behalf of the Fund Account. TheSub-Adviser shall promptly provide the Trust and the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Fund Account and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action. TheSub-Adviser will also promptly notify the Trust and the Adviser if theSub-Adviser determines to opt out of a class action litigation or otherwise commence an independent litigation (domestic or foreign) for securities held or previously held inSub-Adviser’s proprietary accounts that are also held or were previously held by the Fund Account.
4. Further Duties. In all matters relating to the performance of this Agreement, theSub-Adviser will act in conformity with the provisions of the Trust’s Trust Instrument,By-Laws and Registration Statement of which it has received written notice, with all written guidelines, policies and procedures adopted by the Trust as applicable to the Fund Account that are provided to theSub-Adviser in writing, and with the written instructions and written directions of the Board and the Adviser; and will comply with the applicable requirements of (i) the 1940 Act and the Advisers Act and the rules under each; (ii) the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies; (iii) the Commodity Exchange Act, as amended, and the rules and regulations adopted thereunder from time to time; and (iv) all other federal and state laws and regulations applicable to the Trust and the Fund. The Adviser agrees to provide to theSub-Adviser copies of the Trust’s Trust Instrument,By-Laws, Registration Statement, written guidelines, policies and procedures adopted by the Trust as applicable to the Fund Account, written instructions and directions of the Board and the Adviser, and any amendments or supplements to any of these materials as soon as practicable after such materials become available.
5. Proxies. Unless the Adviser gives written instructions to the contrary, provided the Custodian has timely forwarded the relevant proxy materials, theSub-Adviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund Account may be invested from time to time. The Adviser shall instruct the Custodian to forward or cause to be forwarded to theSub-Adviser (or its designated agent) all relevant proxy solicitation materials.
6. Expenses. During the term of this Agreement, theSub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement other than the cost of securities
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(including brokerage commissions, transactional fees and taxes, if any) purchased for the Fund. The Fund shall be responsible for its expenses.
7. Compensation. The compensation of theSub-Adviser for its services under this Agreement shall be calculated daily and paid monthly by the Trust, and not the Adviser, in accordance with the attached Schedule B. TheSub-Adviser shall not be responsible for any expenses incurred by the Fund or the Trust. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall bepro-rated according to the proportion that such period bears to the full month in which such effectiveness or termination occurs. The Adviser shall be responsible for computing the fee based upon a percentage of the average daily net asset value of the assets of the Fund Account.
8. Limitation of Liability. TheSub-Adviser shall not be liable for any loss due solely to a mistake of investment judgment, but shall be liable for any loss which is incurred by reason of an act or omission of its employee, partner, director or affiliate, if such act or omission involves willful misfeasance, bad faith or gross negligence, or breach of its duties or obligations hereunder, whether express or implied. Nothing in this paragraph shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
9. Indemnification.
(a) The Adviser shall indemnify theSub-Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by theSub-Adviser by reason of or arising out of any act or omission by the Adviser under this Agreement, if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of the Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of theSub-Adviser or theSub-Adviser’s breach of fiduciary duty to the Adviser.
(b) The Trust shall indemnify theSub-Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by theSub-Adviser by reason of or arising out of any act or omission by the Trust under this Agreement, if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of the Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of theSub-Adviser or theSub-Adviser’s breach of fiduciary duty to the Trust.
(c) TheSub-Adviser shall indemnify the Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by the Adviser by reason of or arising out of any act or omission by theSub-Adviser under this Agreement if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of theSub-Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of the Adviser or the Adviser’s breach of fiduciary duty to theSub-Adviser.
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(d) TheSub-Adviser shall indemnify the Trust or any of its trustees, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by the Trust by reason of or arising out of any act or omission by theSub-Adviser under this Agreement if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of theSub-Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of the Trust or the Trust’s breach of fiduciary duty to theSub-Adviser.
(e) The indemnification in this Section 9 shall survive the termination of this Agreement.
10. Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Adviser and theSub-Adviser each has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
(b) The Trust will cause the Adviser to deliver to theSub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by theSub-Adviser, as is necessary for theSub-Adviser to carry out its obligations under this Agreement.
11. Representations of the Adviser. The Adviser represents, warrants and agrees that:
(a) The Adviser has been duly authorized by the Board to delegate to theSub-Adviser the provision of investment services to the Fund Account as contemplated hereby.
(b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify theSub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
12. Representations of theSub-Adviser. TheSub-Adviser represents, warrants and agrees that:
(a) TheSub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser of the occurrence of any event that could reasonably be expected to have a materially adverse impact on
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theSub-Adviser’s ability to provide services under this Agreement, as determined by theSub-Adviser, or would disqualify theSub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. TheSub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund.
(b) TheSub-Adviser has adopted and implemented written policies and procedures, as required by Rule206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by theSub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto.
(c) TheSub-Adviser has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that theSub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Agreement is in effect, theSub-Adviser shall furnish to the Trust and the Adviser (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that theSub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, theSub-Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under the Trust’s and Adviser’s code of ethics, if such person were not subject to theSub-Adviser’s code of ethics; and (iii) provide quarterly reports to the Adviser on any material violations of theSub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, theSub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to theSub-Adviser by Rule17j-1(c)(1) and all other records relevant to theSub-Adviser’s code of ethics.
(d) TheSub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting theSub-Adviser, as required by the Advisers Act.
(e) TheSub-Adviser will notify the Trust and the Adviser of any change of control of theSub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of theSub-Adviser, in each case prior to such change if theSub-Adviser is aware of such change but in any event not later than promptly after such change. TheSub-Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change.
(f) TheSub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.
(g) TheSub-Adviser will not, in violation of applicable law or regulation, use any
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material,non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) TheSub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser. Notwithstanding the preceding sentence, theSub-Adviser may (i) disclose its relationship with the Trust, Fund or Adviser in client lists without prior written consent of the Adviser; and (ii) use the performance of the Fund Account in its composite performance.
13. Services Not Exclusive. The services furnished by theSub-Adviser hereunder are not to be deemed to be exclusive, and theSub-Adviser shall be free to furnish similar services to others, except as prohibited by applicable law or agreed upon in writing among theSub-Adviser, the Trust and the Adviser.
14. Confidentiality. Subject to the duty of the parties to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all materialnon-public information pertaining to the Fund Account and the actions of theSub-Adviser, the Adviser and the Trust in respect thereof.
15. Authorized Representatives of the Adviser. TheSub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Adviser whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser may amend such Schedule C from time to time by written notice to theSub-Adviser. TheSub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary.
16. Duration and Termination.
(a) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years subsequent to its initial approval, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved annually in accordance with the 1940 Act: (i) by a vote of a majority of those Trustees of the Trust who are not “interested persons” of the Trust, as defined within the meaning of Section 2(a)(19) of the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval; and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund, unless any requirement for a vote of the outstanding voting securities of the Fund is rendered inapplicable by an order of exemption from the SEC.
(b) Notwithstanding the foregoing, this Agreement may be terminated by any party hereto at any time, without the payment of any penalty, immediately upon written notice to the other party, but any such termination shall not affect the status, obligations, or liabilities of any party hereto to the other arising prior to termination. This Agreement will terminate automatically in the event of its assignment or upon termination of the Management Agreement as it relates to the Fund. The term “assignment” for this purpose has the meaning defined in Section 2(a)(4) of the 1940 Act and the rules thereunder, subject to any applicable exemptive order(s) or other exceptions as may be granted by the SEC under the 1940 Act. TheSub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of the termination of the Agreement related to an assignment by theSub-Adviser.
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17. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, and (ii) by the vote of a majority of the outstanding voting securities of the Fund (unless the Trust receives an SEC order orno-action letter permitting it to modify the Agreement without such vote or a regulation exists under the 1940 Act that permits such action without such vote). To the maximum extent permitted by applicable law, rule or regulation (i) no waiver that may be given by a party will be applicable except in the specific instance for which it is given and (ii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
18. Limitation of Trustee and Shareholder Liability. The Adviser andSub-Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series of the Trust, the obligations hereunder of the Trust shall be limited to the respective assets of the Fund. The Adviser andSub-Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Trust or the Fund, nor any officer, director or trustee of the Trust, neither as a group nor individually.
19. Governing Law. This Agreement shall be construed in accordance with the 1940 Act and the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control.
20. Reference to theSub-Adviser. Neither the Adviser nor the Trust or any affiliate or agent thereof shall make reference to or use the name of theSub-Adviser or any of its affiliates, any derivative thereof or logo associated with such name, or any other information about theSub-Adviser in any advertising or promotional materials, which does not include regulatory filings (e.g., registration statements) and fund fact sheets, without the prior approval of theSub-Adviser, which approval shall not be unreasonably withheld. The Adviser shall provide all such materials to theSub-Adviser for approval prior to use and theSub-Adviser will review and respond with any comments as soon as reasonably practicable. Upon termination of this Agreement, the Adviser and Trust shall immediately cease to use such name, derivative logo or other information.
21. Severability. To the extent permitted by applicable law, if any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
22. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell” and “security” shall have the same meaning as such terms have in the 1940
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Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement and the Schedule(s) attached hereto embody the entire agreement and understanding among the parties. This Agreement may be signed in counterpart.
23. Notices. Any notice herein required is to be in writing and is deemed to have been given to theSub-Adviser, Adviser or the Trust upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail – return receipt requested or sent by electronic transmission (via facsimile or email) or a similar means of same day delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). All notices provided to Adviser will be sent to the attention of Melanie Childers. All notices provided to theSub-Adviser will be sent to the attention of General Counsel.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of March 1, 2019.1
GUIDESTONE FUNDS – VALUE EQUITY FUND | ||||||||
5005 Lyndon B. Johnson Freeway Suite 2200 | ||||||||
Dallas, Texas 75244-6521 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Melanie Childers | Name: | John R. Jones | |||||
Title: | Vice President – Fund Operations | Title: | President | |||||
GUIDESTONE CAPITAL MANAGEMENT, LLC | ||||||||
5005 Lyndon B. Johnson Freeway Suite 2200 | ||||||||
Dallas, Texas 75244-6521 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Matt L. Peden | Name: | David S. Spika | |||||
Title: | Vice President and Chief Investment Officer | Title: | President | |||||
AMERICAN CENTURY INVESTMENT | ||||||||
MANAGEMENT, INC. | ||||||||
4500 Main Street | ||||||||
Kansas City, Missouri 64111 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: |
1 Original Contract dated March 1, 2019.
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SCHEDULE A
REPORTS TO BE PROVIDED BYSUB-ADVISER
EFFECTIVE DATE MARCH 1, 2019
Monthly
1. | Transaction and valuation reports, including investment performance. |
2. | Report showing the derivative holdings. Such report showing derivative holdings should include a detailed calculation indicating the account is in compliance with the CFTC exemption provisions as outlined in the Investment Manager Mandate, and, if not specifically addressed within the Investment Manager Mandate, one of the following exemptions allowed under CFTC Rule 4.5 for registered mutual funds: (1) the percentage of the aggregate net notional value of all derivative positions in CFTC-regulated derivatives to the total liquidation value of the accounts’ portfolio; or (2) the percentage of the aggregate initial margin and premiums for all positions in CFTC-regulated derivatives to the total liquidation value of the accounts’ portfolio. |
3. | Report on transactions with affiliated broker/dealers on both an Agency and Principal basis. |
Quarterly
1. | GuideStone Funds Compliance Checklist. |
2. | Quarterly Certification Memorandum – A statement to the effect that theSub-Adviser has discharged its responsibilities in accordance with the Investment Manager Mandate and the GuideStone Funds Compliance Checklist, noting any instances ofnon-compliance during the quarter, and that theSub-Adviser will continue to maintain the Fund Account in compliance. Report to GuideStone Capital Management, LLC any changes or material violations of theSub-Adviser’s Code of Ethics during the quarter. Also, a statement to the effect that theSub-Adviser has discharged its responsibilities in accordance with Rule31a-1 and204-2. |
3. | Commission recapture report. |
4. | All fixed incomeSub-Advisers utilizing derivatives, provide a report that demonstrates stress testing of the Fund Account. At a minimum, such testing should demonstrate the effect on the Fund Account of a 100 basis point move in interest rates along with quantification of the duration contribution of the derivatives in the Fund Account. |
5. | All equitySub-Advisers provide a report documenting how any proxies were voted during the quarter. |
6. | Attribution analysis report. |
7. | Liquidity summary which is a one page report showing a summary % of illiquid and deemed liquid securities by month for each of the types of securities on the 144A worksheet. |
8. | Brokerage report in an Excel file showing the name of the broker/dealer, the shares, the commission in U.S. dollars and the date of the transaction. For fixed incomeSub-Advisers this will include Agency transactions only. |
9. | Report on notice of regulatory examinations and copies of any exam reports. |
10. | An updated list of all affiliated persons of theSub-Adviser. |
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Annually
1. | SSAE 18 / SOC 1 report or other internal control reports. If a standard internal control report is not available please provide a description of what controls are in place to prevent things such as rogue trading, trades outside our guidelines or the Fund Account investment objectives, and general violation of theSub-Adviser’s policies or code of ethics. |
2. | Updated proxy voting policy. |
3. | Current code of ethics and Rule17j-1 certification paragraph. |
4. | Report showing proof of liability and fiduciary insurance coverage and ERISA bonding requirements. |
5. | Updated Form ADV Parts 1 and 2, or more frequently if revised during the year. |
6. | Complete requested Section 15(c) questionnaire and provide information requested by the Board in connection with its review of the Agreement. |
7. | Certification with respect to the Fund Account that theSub-Adviser’s provision of portfolio management services is in compliance with all applicable “federal securities laws,” as required by Rule38a-1 under the 1940 Act and Rule206(4)-7 under the Advisers Act. |
Periodic
1. | Immediately furnish all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under GuideStone Funds and GuideStone Capital Management LLC’s code of ethics, if such person were not subject to theSub-Adviser’s code of ethics. |
2. | Promptly notify GuideStone Capital Management, LLC of any material event related to the organization that would be deemed an important consideration in the ongoing relationship between theSub-Adviser and GuideStone Funds. |
3. | Timely advise GuideStone Capital Management, LLC of any significant changes in the ownership, organizational structure, financial condition or key personnel staffing of theSub-Adviser. |
4. | Advise GuideStone Capital Management, LLC of any changes in the Fund Account manager. |
5. | Promptly inform GuideStone Capital Management, LLC of any major changes in theSub-Adviser’s investment outlook, investment strategy and/or Fund Account structure. |
6. | Meet with GuideStone Capital Management, LLC on a periodic basis for a formal Fund Account review. |
7. | Advise GuideStone Capital Management, LLC of any pertinent issues that theSub-Adviser deems to be of significant interest. |
8. | Provide GuideStone Capital Management, LLC with reports or other information regarding brokerage and benefits received there from. |
9. | Provide copies of any other periodic or special report required pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to theSub-Adviser’s management of the Fund Account. |
10. | Promptly notify GuideStone Capital Management, LLC of any material amendments toSub-Adviser’s code of ethics. |
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SCHEDULE B
SUB-ADVISORY FEES
This Schedule B contains thesub-advisory fee information required by Section 7 of theSub-Advisory Agreement among GuideStone Funds (“Trust”), GuideStone Capital Management, LLC (“Adviser”) and American Century Investment Management, Inc.,(“Sub-Adviser”) relating to the Value Equity Fund (“Fund”), a series of the Trust.
Fee Schedule. Fees payable to theSub-Adviser pursuant to this Agreement shall be calculated daily and paid monthly by the Trust. The fees are calculated as of the close of trading on the last business day of the month by applying the applicable fee rate to the average daily assets of the Fund allocated to theSub-Adviser for that period. For purposes of calculating the fee, the value of the Fund’s assets shall be determined in the same manner as that which the Fund uses to determine the net asset value of its shares. The applicable annualized fee rate shall be as indicated in the schedule below of the Fund’s assets allocated to theSub-Adviser.
Average Daily Net Assets Annual Rate
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SCHEDULE C
AUTHORIZED REPRESENTATIVES OF THE ADVISER
Name | Title | Specimen Signature | ||||
David S. Spika | President | |||||
Matt L. Peden | Vice President and Chief Investment Officer | |||||
Patrick Pattison | Vice President and Treasurer | |||||
Melanie Childers | Vice President – Fund Operations | |||||
Matthew A. Wolfe | Secretary | |||||
Ron W. Bass | Chief Compliance Officer |
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APPENDIX D
MORE INFORMATION ABOUT WCM INVESTMENT MANAGEMENT, LLC
WCM Investment Management, LLC (“WCM”), with principal offices at 281 Brooks Street, Laguna Beach, California 92651, is 100% owned by its employees and is registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. WCM specializes in providing innovative, equity investment advisory services. As of December 31, 2018, WCM had approximately $29.8 billion in assets under management.
Listed below are the names, addresses and principal occupations for the directors and principal executive officers of WCM:
Name | Principal Occupation(s) | |
Paul R. Black | President andco-CEO | |
David A. Brewer | Senior Vice President and Chief Compliance Officer | |
Sloane W. Payne | Senior Vice President and Chief Operating Officer | |
Mike B. Trigg | Senior Vice President and Portfolio Manager | |
Kurt R. Winrich, CFA® | Chairman andco-CEO |
The business address of each person listed above is the same as the address for WCM.
WCM also serves as investment adviser orsub-adviser to the following investment companies, which have investment objectives similar to the International Equity Fund:
Fund | Approximate Fund Net Assets as of December 31, 2018 (in millions) | Annual Investment Advisory Fee | ||
WCM Focused International Growth Fund | $5,953 | 0.85%* | ||
JNL/WCM Focused International Equity Fund | $1,324 | -** | ||
Wilshire International Equity Fund | $126 | -** | ||
NVIT Multi-Manager International Growth Fund | $474 | -** | ||
Goldman Sachs Multi-Manager Global Equity Fund | $41 | -** | ||
Goldman Sachs Multi-Manager International Equity Fund | $126 | -** | ||
Global Bridge Builder Trust Fund | $1,198 | -** | ||
SIT International Equity Fund | $334 | -** | ||
Northern Active M International Equity Fund | $320 | -** | ||
Virtus WCM International Equity Fund | $89 | -** |
*Management fees of the fund.
**Investment advisory fee is confidential.
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APPENDIX E
SUB-ADVISORY AGREEMENT
THISSUB-ADVISORY AGREEMENT (“Agreement”) is made among GUIDESTONE FUNDS, a Delaware business trust (“Trust”), and GUIDESTONE CAPITAL MANAGEMENT, LLC (“Adviser”), a limited liability company organized under the laws of the State of Texas, and WCM INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware(“Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (“Management Agreement”) with the Trust, anopen-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the International Equity Fund (“Fund”) is a series of the Trust; and
WHEREAS, under the Management Agreement, the Adviser has agreed to provide certain investment advisory services to the Fund; and
WHEREAS, the Adviser is authorized under the Management Agreement to delegate certain of its investment advisory responsibilities to one or more persons or companies; and
WHEREAS, the Board of Trustees of the Trust (“Board”) and the Adviser desire that the Adviser retain theSub-Adviser to render investment advisory services for the portion of the Fund’s assets allocated to theSub-Adviser, as determined from time to time by the Adviser, in the manner and on the terms hereinafter set forth; and
WHEREAS, theSub-Adviser is willing to furnish such services to the Adviser and the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Trust, the Adviser and theSub-Adviser agree as follows:
1. Appointment. The Adviser and the Trust hereby appoint and employ theSub-Adviser as a discretionary portfolio manager, on the terms and conditions set forth herein, of those assets of the Fund which the Adviser determines to allocate to, or put under the control of, theSub-Adviser (those assets being referred to as the “Fund Account”). The Adviser may from time to time make additions to and withdrawals, including but not limited to cash and cash equivalents, from the Fund Account, subject to verbal notification and subsequent written notification to theSub-Adviser. TheSub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by and among the Trust, the Adviser and theSub-Adviser.
2. Acceptance of Appointment. TheSub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.
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3. Duties asSub-Adviser.
(a) Subject to the supervision and direction of the Board and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to theSub-Adviser, theSub-Adviser will: (i) provide a continuous investment program with respect to the Fund Account; (ii) determine from time to time what investments in the Fund Account will be purchased, retained or sold by the Fund; and be responsible for placing purchase and sell orders for investments and for other related transactions with respect to the Fund Account. TheSub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Trust’s registration statement under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) of which theSub-Adviser has written notice. TheSub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the Registration Statement and with all written guidelines, policies and procedures adopted by the Trust or the Adviser that are provided to theSub-Adviser.
(b) In accordance with the Fund’s investment policies described in the Registration Statement, theSub-Adviser is responsible for avoiding investment of Fund Account assets in the securities issued by any company that is publicly recognized, as determined by GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”), as being in the alcohol, tobacco, gambling, pornography or abortion industries, or any company whose products, services or activities are publicly recognized, as determined by GuideStone Financial Resources, as being incompatible with the moral and ethical posture of GuideStone Financial Resources. The Adviser shall provide in writing to theSub-Adviser a list of such prohibited companies, which the Adviser in its sole discretion will amend or supplement from time to time. The Adviser will provide theSub-Adviser with such amendments or supplements on a timely basis, and any such changes shall become effective once they have been received by theSub-Adviser. If theSub-Adviser has a question about whether any proposed transaction with respect to the Fund Account would be in compliance with such investment policies, it may consult with the Adviser during normal business hours, and the Adviser will provide instructions upon which theSub-Adviser may rely in purchasing and selling securities for the Fund Account.
(c) TheSub-Adviser will select brokers and dealers to effect all portfolio transactions for the Fund Account subject to the conditions set forth herein. TheSub-Adviser will place all necessary orders with brokers, dealers or issuers, and will negotiate brokerage commissions, if applicable. TheSub-Adviser agrees that, except as set forth below, in placing orders with brokers, it will seek to obtain the most favorable price and execution available, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement; provided that, on behalf of the Fund, and in compliance with Section 28(e) of the Securities Exchange Act of 1934, theSub-Adviser may, in its discretion, use brokers (including brokers that may be affiliates of theSub-Adviser to the extent permitted by Section 3(d) hereof) who provide theSub-Adviser with research, analysis, advice and similar services to execute portfolio transactions, and theSub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to theSub-Adviser’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of theSub-Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Subject to seeking most favorable execution, the Board or the Adviser may direct theSub-Adviser to effect transactions in portfolio
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securities through broker-dealers in a manner that will help generate resources to pay the costs of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. TheSub-Adviser agrees to provide the Adviser with reports or other information regarding brokerage and benefits received therefrom, upon the Adviser’s reasonable request. In no instance will portfolio securities or other assets be purchased from or sold to theSub-Adviser, any other investmentsub-adviser that serves assub-adviser to one or more series of the Trust, or any affiliated person thereof, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund, or in accordance with an order of exemption received from the United States Securities and Exchange Commission (“SEC”). On occasions when theSub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of theSub-Adviser, theSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Whenever theSub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund Account and one or more other accounts advised by theSub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner theSub-Adviser believes to be equitable over time and consistent with its fiduciary obligations to each account.
(d) Except as permitted by law or an exemptive order or rule of the SEC, and the Trust’s policies and procedures adopted thereunder, theSub-Adviser agrees that it will not execute without the prior written approval of the Adviser any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or anysub-adviser for any series of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide theSub-Adviser with a written list of such brokers and dealers and will, from time to time, update such list as necessary. TheSub-Adviser agrees that it will provide the Adviser with a written list of brokers and dealers that are affiliates of theSub-Adviser and will, from time to time, update such list as necessary.
(e) In furnishing services hereunder, to the extent prohibited under, or necessary to comply with, the 1940 Act, theSub-Adviser will not consult with any othersub-adviser to the Fund, any other series of the Trust, or any other investment company under common control with the Trust concerning transactions of the Fund in securities or other assets. For the avoidance of doubt, the foregoing restriction will not be deemed to prohibit theSub-Adviser from consulting with: (i) any of its affiliated persons concerning transactions in securities or other assets; (ii) any of the other coveredsub-advisers concerning compliance with paragraphs (a) and (b) of Rule12d3-1; and (iii) a successorsub-adviser of the Fund in order to effect an orderly transition ofsub-advisory duties so long as such consultations do not concern transactions prohibited by Section 17(a) of the 1940 Act.
(f) TheSub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by theSub-Adviser on behalf of the Fund, and will furnish the Board, the Adviser or the Fund’s administrator (“Administrator”) with such periodic and special reports as any of them reasonably may request. In compliance with the requirements of Rule31a-3 under the 1940 Act, theSub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule31a-1 under the 1940 Act, and further agrees
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to surrender promptly to the Trust a complete set of any records that it maintains for the Fund upon request by the Trust.
(g) All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and theSub-Adviser shall not have possession or custody thereof. TheSub-Adviser shall advise the Custodian and confirm in writing to the Trust, to the Adviser and any other designated agent of the Fund, including the Administrator, all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Rule31a-1 under the 1940 Act. For purposes of the foregoing sentence, communication via electronic means will be acceptable as agreed to in writing from time to time by the Adviser. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by theSub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, theSub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, other than acts or omissions arising in reliance on instructions of a properly authorized representative of theSub-Adviser (as indicated in writing by theSub-Adviser from time to time), and except that it shall be the responsibility of theSub-Adviser to notify the Adviser if the Custodian fails to confirm in writing proper execution of the instructions.
(h) TheSub-Adviser agrees to provide, at such times as shall be reasonably requested by the Board or the Adviser, the analysis and reports specified on Schedule A attached hereto, including without limitation monthly reports setting forth the investment performance of the Fund Account. TheSub-Adviser also agrees to make available to the Board and Adviser any economic, statistical and investment services that theSub-Adviser normally makes available to its institutional or other customers.
(i) In accordance with procedures adopted by the Board, as amended from time to time, theSub-Adviser will assist the Administrator and/or the Fund in determining the fair valuation of all portfolio securities held in the Fund Account and will use its reasonable efforts to arrange for the provision of valuation information or a price(s) for each portfolio security held in the Fund Account for which the Administrator does not obtain prices in the ordinary course of business from an automated pricing service. TheSub-Adviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information to the Adviser upon request, with such records being deemed Fund records.
(j) TheSub-Adviser shall provide reasonable assistance as needed in the preparation of (but not pay for) all periodic reports by the Trust or the Fund to shareholders of the Fund and all reports and filings required to maintain the registration and qualification of the Fund, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws. Upon the request of the Trust or the Adviser, theSub-Adviser shall review draft reports to shareholders, Registration Statements or portions thereof that relate to the Fund or theSub-Adviser and other documents provided to theSub-Adviser, provide comments on such drafts on a timely basis, and provide certifications orsub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents. TheSub-Adviser will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the Fund Account.
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(k) As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of theSub-Adviser’s obligations and responsibilities contained in this Agreement (i.e., with respect to the Fund Account and theSub-Adviser’s provision of portfolio management services hereunder), theSub-Adviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule38a-1 of the 1940 Act. Specifically, theSub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Fund Account and theSub-Adviser’s provision of portfolio management services hereunder, it is in compliance with all applicable “federal securities laws”, as required by Rule38a-l under the 1940 Act, and Rule206(4)-7 under the Advisers Act; (b) upon request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust’s compliance controls; (c) upon request and reasonable prior notice, provide the Trust’s chief compliance officer with direct access to its chief compliance officer (or his/her designee); (d) upon request, provide the Trust’s chief compliance officer with periodic reports; and (e) promptly provide notice of any material compliance matters that relate to, or could reasonably be expected to have an impact on, the Fund Account, Fund, Trust or the performance of theSub-Adviser’s duties under this Agreement.
(l) TheSub-Adviser will not be responsible for making any class action filings, including bankruptcies, on behalf of the Fund Account. TheSub-Adviser shall promptly provide the Trust and the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Fund Account and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action. TheSub-Adviser will also promptly notify the Trust and the Adviser if theSub-Adviser determines to opt out of a class action litigation or otherwise commence an independent litigation (domestic or foreign) for securities held or previously held inSub-Adviser’s proprietary accounts that are also held or were previously held by the Fund Account.
4. Further Duties. In all matters relating to the performance of this Agreement, theSub-Adviser will act in conformity with the provisions of the Trust’s Trust Instrument,By-Laws and Registration Statement of which it has received written notice, with all written guidelines, policies and procedures adopted by the Trust as applicable to the Fund Account that are provided to theSub-Adviser in writing, and with the written instructions and written directions of the Board and the Adviser; and will comply with the requirements of (i) the 1940 Act and Advisers Act and the rules under each; (ii) the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies; (iii) the Commodity Exchange Act, as amended, and the rules and regulations adopted thereunder from time to time; and (iv) all other federal and state laws and regulations applicable to the Trust and the Fund. The Adviser agrees to provide to theSub-Adviser copies of the Trust’s Trust Instrument,By-Laws, Registration Statement, written guidelines, policies and procedures adopted by the Trust as applicable to the Fund Account, written instructions and directions of the Board and the Adviser, and any amendments or supplements to any of these materials as soon as practicable after such materials become available.
5. Proxies. Unless the Adviser gives written instructions to the contrary, provided the Custodian has timely forwarded the relevant proxy materials, theSub-Adviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund Account may be invested from time to time. The Adviser shall instruct the Custodian to forward or cause to be forwarded to theSub-Adviser (or its designated agent) all relevant proxy solicitation materials.
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6. Expenses. During the term of this Agreement, theSub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement other than the cost of securities, commodities and other investments (including brokerage commissions, transactional fees and taxes, if any) purchased for the Fund. For the avoidance of doubt, theSub-Adviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions, transactional fees and taxes, if any) purchased for the Fund and any losses incurred in connection therewith, expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians andsub-custodians, administrators andsub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary ornon-recurring expenses.
7. Compensation. The compensation of theSub-Adviser for its services under this Agreement shall be calculated daily and paid monthly by the Trust, and not the Adviser, in accordance with the attached Schedule B. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall bepro-rated according to the proportion that such period bears to the full month in which such effectiveness or termination occurs. The Adviser shall be responsible for computing the fee based upon a percentage of the average daily net asset value of the assets of the Fund Account.
8. Limitation of Liability. TheSub-Adviser, its officers, directors, employees, agents or affiliates and each person, if any, who is under the control of theSub-Adviser, shall not be liable for any loss due solely to a mistake of investment judgment. TheSub-Adviser, its officers, directors, employees, agents or affiliates and each person, if any, who is under the control of theSub-Adviser, shall not be liable for any act, omission, error of judgment or mistake of loss or for any loss, liability or expense of the Fund, any shareholder of the Fund, any othersub-adviser of the Fund, the Trust, or the Adviser either in connection with the performance ornon-performance of theSub-Adviser’s duties under this Agreement except to the extent arising out of or related toSub-Adviser’s willful misfeasance, bad faith or gross negligence, or breach of its duties or obligations hereunder, whether express or implied . Nothing in this paragraph shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
9. Indemnification.
(a) The Adviser shall indemnify theSub-Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”) incurred by theSub-Adviser by reason of or arising out of any act or omission by the Adviser under this Agreement, if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of the Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of theSub-Adviser or theSub-Adviser’s breach of fiduciary duty to the Adviser.
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(b) The Trust shall indemnify theSub-Adviser or any of its directors, officers, employees or affiliates for all Losses incurred by theSub-Adviser by reason of or arising out of any act or omission by the Trust under this Agreement, if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of the Trust, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of theSub-Adviser or theSub-Adviser’s breach of fiduciary duty to the Trust.
(c) TheSub-Adviser shall indemnify the Adviser or any of its directors, officers, employees or affiliates for all Losses incurred by the Adviser by reason of or arising out of any act or omission by theSub-Adviser under this Agreement if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of theSub-Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of the Adviser or the Adviser’s breach of fiduciary duty to theSub-Adviser.
(d) TheSub-Adviser shall indemnify the Trust or any of its trustees, officers, employees or affiliates for all Losses incurred by the Trust by reason of or arising out of any act or omission by theSub-Adviser under this Agreement if such act or omission involves the gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of theSub-Adviser, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the gross negligence, willful misfeasance or bad faith of the Trust or the Trust’s breach of fiduciary duty to theSub-Adviser.
(e) The indemnification in this Section 9 shall survive the termination of this Agreement.
10. Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder.
(b) The Trust is anopen-end management investment company registered under the 1940 Act.
(c) The Trust has the authority to enter into and perform the obligations contemplated by this Agreement.
(d)The Adviser and theSub-Adviser each has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
(e) The Trust will cause the Adviser to deliver to theSub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by theSub-Adviser, as is necessary for theSub-Adviser to carry out its obligations under this Agreement.
11. Representations of the Adviser. The Adviser represents, warrants and agrees that:
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(a) The Adviser has been duly authorized by the Board to delegate to theSub-Adviser the provision of investment services to the Fund Account as contemplated hereby.
(b) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify theSub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(c) The Adviser and the Trust have duly entered into a Management Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Management Agreement to other investment advisers, including without limitation, the appointment of asub-adviser with respect to assets of each of the Trust’s series, including without limitation the Adviser’s entering into and performing this Agreement.
12. Representations of theSub-Adviser. TheSub-Adviser represents, warrants and agrees that:
(a) TheSub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Trust and Adviser of the occurrence of any event that could reasonably have a materially adverse impact on theSub-Adviser’s ability to provide services under this Agreement or would disqualify theSub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. TheSub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund.
(b) TheSub-Adviser has adopted and implemented written policies and procedures, as required by Rule206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by theSub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto.
(c) TheSub-Adviser has adopted a written code of ethics complying with the requirements of Rule17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that theSub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Agreement is in
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effect, theSub-Adviser shall furnish to the Trust and the Adviser (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that theSub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, theSub-Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under the Trust’s and Adviser’s code of ethics, if such person were not subject to theSub-Adviser’s code of ethics; and (iii) provide quarterly reports to the Adviser on any material violations of theSub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Adviser, theSub-Adviser shall permit the Adviser, its employees or its agents to examine the reports required to be made to theSub-Adviser by Rule17j-1(c)(1) and all other records relevant to theSub-Adviser’s code of ethics.
(d) TheSub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting theSub-Adviser, as required by the Advisers Act.
(e) TheSub-Adviser will notify the Trust and the Adviser of any change of control of theSub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of theSub-Adviser, in each case prior to such change if theSub-Adviser is aware of such change but in any event not later than promptly after such change. TheSub-Adviser agrees to bear all reasonable expenses of the Trust and Adviser, if any, arising out of such change ifSub-Adviser does not provide the Trust and the Adviser with reasonably advanced notice of any such change of control of theSub-Adviser.
(f) TheSub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage equal to not less than $5,000,000.
(g) TheSub-Adviser will not, in violation of applicable law or regulation, use any material,non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) TheSub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser. Notwithstanding the preceding sentence, theSub-Adviser may (i) disclose its relationship with the Trust, Fund or Adviser in client lists without prior written consent of the Adviser; and (ii) use the performance of the Fund Account in its composite performance.
13. Services Not Exclusive. The services furnished by theSub-Adviser hereunder are not to be deemed to be exclusive, and theSub-Adviser shall be free to furnish similar services to others, except as prohibited by applicable law or agreed upon in writing among theSub-Adviser, the Trust and the Adviser.
14. Confidentiality. Unless required by the parties to comply with applicable law,
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including any demand of any regulatory or taxing authority having jurisdiction, rules and regulations, subpoenas, court orders, and as required in the administration and management of the Fund, the parties shall treat as confidential all materialnon-public information pertaining to the Fund Account and the actions of theSub-Adviser, the Adviser and the Trust in respect thereof.
15. Authorized Representatives of the Adviser. TheSub-Adviser is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Adviser by any one or more of those persons designated as representatives of the Adviser whose names, titles and specimen signatures appear in Schedule C attached hereto. The Adviser may amend such Schedule C from time to time by written notice to theSub-Adviser. TheSub-Adviser shall continue to rely upon these instructions until notified by the Adviser to the contrary.
16. Duration and Termination.
(a) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years subsequent to its initial approval, and thereafter, if not terminated, shall continue automatically from year to year, provided that such continuance is specifically approved annually in accordance with the 1940 Act: (i) by a vote of a majority of those Trustees of the Trust who are not “interested persons” of the Trust, as defined within the meaning of Section 2(a)(19) of the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund, unless any requirement for a vote of the outstanding voting securities of the Fund is rendered inapplicable by an order of exemption from the SEC.
(b) Notwithstanding the foregoing, this Agreement may be terminated by any party hereto at any time, without the payment of any penalty, immediately upon written notice to the other party, but any such termination shall not affect the status, obligations, or liabilities of any party hereto to the other arising prior to termination. This Agreement will terminate automatically in the event of its assignment or upon termination of the Management Agreement as it relates to the Fund. TheSub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment of this Agreement ifSub-Adviser does not provide the Trust and the Adviser with reasonably advanced notice of any such assignment of the Agreement by theSub-Adviser.
17. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, and (ii) by the vote of a majority of the outstanding voting securities of the Fund (unless the Trust receives an SEC order orno-action letter permitting it to modify the Agreement without such vote or a regulation exists under the 1940 Act that permits such action without such vote).
18. Limitation of Trustee and Shareholder Liability. The Adviser andSub-Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series of the Trust, the obligations hereunder of the Trust shall be limited to the respective assets of the Fund. The Adviser andSub-Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Trust or the Fund, nor any officer, director or trustee of the Trust, neither as a group nor individually.
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19. Governing Law. This Agreement shall be construed in accordance with the 1940 Act and the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof. To the extent that the applicable laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
20. Reference to theSub-Adviser. The Adviser and the Trust are authorized to publish and distribute information, including, but not limited, to registration statements, fund fact sheets and marketing material, regarding the provision ofsub-advisory services by theSub-Adviser pursuant to this Agreement and to include in such information the name of theSub-Adviser or any trademark, service mark, symbol or logo of theSub-Adviser, without the prior written consent of theSub-Adviser. The Adviser will provide copies of such items to theSub-Adviser upon request within a reasonable time following such use, publication or distribution.
21. No Implied Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, rule or regulation, (i) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
22. Severability. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
23. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms “majority of the outstanding voting
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securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement and the Schedule(s) attached hereto embody the entire agreement and understanding among the parties. This Agreement may be signed in counterpart.
24. Notices. Any notice herein required is to be in writing and is deemed to have been given to theSub-Adviser, Adviser or the Trust upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail – return receipt requested or sent by electronic transmission (via facsimile or email) or a similar means of same day delivery which provides evidence of receipt (or with a confirming copy by mail as set forth herein). All notices provided to Adviser will be sent to the attention of Melanie Childers. All notices provided to theSub-Adviser will be sent to the attention of David Joerger.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of April 1, 2019.1
GUIDESTONE FUNDS and INTERNATIONAL EQUITY FUND 5005 Lyndon B. Johnson Freeway Suite 2200 | ||||||||
Dallas, Texas 75244-6152 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Melanie Childers | Name: John R. Jones | ||||||
Title: | Vice President – Fund Operations | Title: President | ||||||
GUIDESTONE CAPITAL MANAGEMENT, LLC | ||||||||
| 5005 Lyndon B. Johnson Freeway Suite 2200 | |||||||
Dallas, Texas 75244-6152 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Matt L. Peden | Name: David S. Spika | ||||||
Title: | Vice President and Chief Investment Officer | Title: President | ||||||
WCM INVESTMENT MANAGEMENT, LLC | ||||||||
281 Brooks Street | ||||||||
Laguna Beach, California 92651-2974 | ||||||||
Attest | ||||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: |
1 Original Agreement dated April 1, 2019.
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SCHEDULE A
REPORTS TO BE PROVIDED BYSUB-ADVISER
EFFECTIVE DATE APRIL 1, 2019
Monthly
1. | Transaction and valuation reports, including investment performance. |
2. | Report showing the derivative holdings. Such report showing derivative holdings should include a detailed calculation indicating the account is in compliance with the CFTC exemption provisions as outlined in the Investment Manager Mandate, and, if not specifically addressed within the Investment Manager Mandate, one of the following exemptions allowed under CFTC Rule 4.5 for registered mutual funds: (1) the percentage of the aggregate net notional value of all derivative positions in CFTC-regulated derivatives to the total liquidation value of the accounts’ portfolio; or (2) the percentage of the aggregate initial margin and premiums for all positions in CFTC-regulated derivatives to the total liquidation value of the accounts’ portfolio. |
3. | Report on transactions with affiliated broker/dealers on both an Agency and Principal basis. |
Quarterly
1. | GuideStone Funds Compliance Checklist. |
2. | Quarterly Certification Memorandum – A statement to the effect that theSub-Adviser has discharged its responsibilities in accordance with the Investment Manager Mandate and the GuideStone Funds Compliance Checklist, noting any instances ofnon-compliance during the quarter, and that theSub-Adviser will continue to maintain the Fund Account in compliance. Report to GuideStone Capital Management, LLC any changes or material violations of theSub-Adviser’s Code of Ethics during the quarter. Also, a statement to the effect that theSub-Adviser has discharged its responsibilities in accordance with Rule31a-1 and204-2. |
3. | Commission recapture report. |
4. | All fixed incomeSub-Advisers utilizing derivatives, provide a report that demonstrates stress testing of the Fund Account. At a minimum, such testing should demonstrate the effect on the Fund Account of a 100 basis point move in interest rates along with quantification of the duration contribution of the derivatives in the Fund Account. |
5. | All equitySub-Advisers provide a report documenting how any proxies were voted during the quarter. |
6. | Attribution analysis report. |
7. | Liquidity summary which is aone-page report showing a summary % of illiquid and deemed liquid securities by month for each of the types of securities on the 144A worksheet. |
8. | Brokerage report in an Excel file showing the name of the broker/dealer, the shares, the commission in U.S. dollars and the date of the transaction. For fixed incomeSub-Advisers this will include Agency transactions only. |
9. | Report on notice of regulatory examinations and copies of any exam reports. |
10. | An updated list of all affiliated persons of theSub-Adviser. |
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Annually
1. | SSAE 16 / SOC 1 report or other internal control reports. If a standard internal control report is not available please provide a description of what controls are in place to prevent things such as rogue trading, trades outside our guidelines or the Fund Account investment objectives, and general violation of theSub-Adviser’s policies or code of ethics. |
2. | Updated proxy voting policy. |
3. | Current code of ethics and Rule17j-1 certification paragraph. |
4. | Report showing proof of liability and fiduciary insurance coverage and ERISA bonding requirements. |
5. | Updated Form ADV Parts 1 and 2, or more frequently if revised during the year. |
6. | Complete requested Section 15(c) questionnaire and provide information requested by the Board in connection with its review of thesub-advisory contract. |
7. | Certification with respect to the Fund Account that theSub-Adviser’s provision of portfolio management services is in compliance with all applicable “federal securities laws,” as required by Rule38a-1 under the 1940 Act and Rule206(4)-7 under the Advisers Act. |
Periodic
1. | As promptly as reasonably practicable furnish all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under GuideStone Funds and GuideStone Capital Management, LLC’s code of ethics, if such person were not subject to theSub-Adviser’s code of ethics. |
2. | As promptly as reasonably practicable notify GuideStone Capital Management, LLC of any material event related to the organization that would impact the ability of theSub-Adviser to provide the services under this Agreement and, therefore, be deemed an important consideration in the ongoing relationship between theSub-Adviser and GuideStone Funds. |
3. | Timely advise GuideStone Capital Management, LLC of any significant changes in the ownership, organizational structure, financial condition or key personnel staffing of theSub-Adviser. |
4. | Advise GuideStone Capital Management, LLC of any changes in the Fund Account manager. |
5. | As promptly as reasonably practicable inform GuideStone Capital Management, LLC of any major changes in theSub-Adviser’s investment outlook, investment strategy and/or Fund Account structure. |
6. | Meet with GuideStone Capital Management, LLC on a periodic basis for a formal Fund Account review. |
7. | Provide GuideStone Capital Management, LLC with reports or other information regarding brokerage and benefits received there from. |
8. | Provide copies of any other periodic or special report required pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to theSub-Adviser’s management of the Fund Account. |
9. | As promptly as reasonably practicable notify GuideStone Capital Management, LLC of any material amendments toSub-Adviser’s code of ethics. |
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SCHEDULE B
SUB-ADVISORY FEES
This Schedule B contains thesub-advisory fee information required by Section 7 of theSub-Advisory Agreement among GuideStone Funds (“Trust”), GuideStone Capital Management, LLC (“Adviser”) and WCM Investment Management, LLC,(“Sub-Adviser”) relating to the International Equity Fund (“Fund”), a series of the Trust.
Fee Schedule. Fees payable to theSub-Adviser pursuant to this Agreement shall be calculated daily and paid monthly by the Trust. The fees are calculated as of the close of trading on the last business day of the month by applying the applicable fee rate to the average daily assets of the Fund allocated to theSub-Adviser for that period. For purposes of calculating the fee, the value of the Fund’s assets shall be determined in the same manner as that which the Fund uses to determine the net asset value of its shares. The applicable annualized fee rate shall be as indicated in the schedule below of the Fund’s assets allocated to theSub-Adviser.
Average Daily Net Assets Annual Rate
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SCHEDULE C
AUTHORIZED REPRESENTATIVES OF THE ADVISER
Name | Title | Specimen Signature | ||||
David S. Spika | President | |||||
Matt L. Peden | Vice President and Chief Investment Officer |
| ||||
Patrick Pattison | Vice President and Treasurer | |||||
Melanie Childers | Vice President – Fund Operations | |||||
Matthew A. Wolfe | Secretary | |||||
Ronald W. Bass | Chief Compliance Officer |
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