SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
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MGI FUNDS
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MGI FUNDS(TM)
MGI US Large Cap Growth Equity Fund
200 Clarendon Street
Boston, Massachusetts 02116
September 28, 2007
Dear Shareholder:
We are pleased to notify you of a change involving a subadvisor for the MGI US
Large Cap Growth Equity Fund (the "Fund"), a series of MGI Funds (the "Trust").
Specifically, the Board of Trustees of the Trust (the "Board") has approved a
new subadvisory agreement (the "Subadvisory Agreement") between Winslow Capital
Management, Inc. ("Winslow") and Mercer Global Investments, Inc. ("MGI" or the
"Advisor"), on behalf of the Fund, pursuant to which Winslow will serve as a
subadvisor for the Fund. The two subadvisors that have managed the Fund since
its inception, Enhanced Investment Technologies, LLC and Sands Capital
Management, LLC, will each continue to manage their respective allocated
portions of the Fund's investment portfolio.
This change became effective on June 12, 2007. I encourage you to read the
attached Information Statement, which provides, among other information, details
regarding Winslow and the Subadvisory Agreement, as well as a discussion of the
factors that the Board considered in approving the change described above.
Sincerely,
/s/ Phillip J. de Cristo
Phillip J. de Cristo
Trustee, President, and Chief
Executive Officer
MGI Funds
MGI FUNDS(TM)
MGI US Large Cap Growth Equity Fund
200 Clarendon Street
Boston, Massachusetts 02116
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INFORMATION STATEMENT
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This Information Statement (the "Statement") is being furnished on behalf of the
Board of Trustees (the "Board") of MGI Funds (the "Trust") to inform
shareholders of the MGI US Large Cap Growth Equity Fund (the "Fund") about the
recent addition of a third subadvisor for the Fund. The Board, on behalf of the
Fund, has approved a new subadvisory agreement (the "Subadvisory Agreement")
between Winslow Capital Management, Inc. ("Winslow" or the "Subadvisor") and
Mercer Global Investments, Inc. ("MGI" or the "Advisor"). The Subadvisory
Agreement was approved by the Board upon the recommendation of MGI, without
shareholder approval, as is permitted by the exemptive order of the U.S.
Securities and Exchange Commission (the "SEC" or the "Commission"), dated
December 28, 2005 (the "Exemptive Order"), issued to the Trust and the Advisor.
This Statement is being mailed on or about September 28, 2007 to shareholders of
record of the Fund as of August 31, 2007. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
MGI is the investment advisor for the series of the Trust, including the Fund.
The Advisor uses a "manager of managers" approach in managing the assets of the
Trust's series. This approach permits MGI to hire, terminate, or replace
subadvisors of the series that are unaffiliated with the Trust or the Advisor,
and to modify material terms and conditions of subadvisory agreements relating
to the management of the series. Section 15(a) of the Investment Company Act of
1940, as amended (the "1940 Act"), generally requires that the shareholders of a
mutual fund approve an agreement pursuant to which a person serves as the
investment advisor or subadvisor of the mutual fund. The Trust and the Advisor
have obtained the Exemptive Order from the SEC, which permits the Trust and the
Advisor, subject to certain conditions and approval by the Board, to hire and
retain unaffiliated subadvisors and to modify subadvisory arrangements without
shareholder approval. Under the Exemptive Order, the Advisor may act as a
manager of managers for some or all of the series of the Trust, and the Advisor
supervises the provision of portfolio management services to the series by the
subadvisors.
The Exemptive Order allows the Advisor, among other things: (i) to continue the
employment of a current subadvisor after events that would otherwise cause an
automatic termination of a subadvisory agreement with the subadvisor, and (ii)
to reallocate assets among current or new subadvisors. The Advisor has ultimate
responsibility (subject to oversight by the Board) to supervise the subadvisors
and recommend the hiring, termination, and replacement of the subadvisors.
Consistent with the terms of the Exemptive Order, the Board, including a
majority of the Trustees who are not "interested persons" (as that term is
defined in the 1940 Act) of the Trust or of the Advisor (the "Independent
Trustees"), (i) appointed Winslow to serve as a third subadvisor for the Fund,
and (ii) approved the Subadvisory Agreement between the Advisor and Winslow with
respect to the Fund.
The Trust and the Advisor have agreed to comply with certain conditions when
acting in reliance on the relief granted in the Exemptive Order. These
conditions require, among other things, that within ninety (90) days of entering
into a new subadvisory agreement, the affected series will notify shareholders
of the series of the changes. This Statement provides such notice of the changes
and presents details regarding the Subadvisory Agreement. While the Trust and
the Advisor are providing the Information Statement beyond the ninety-day
period, the Trust previously had notified shareholders of these changes via a
prospectus supplement, dated June 14, 2007, and in the Trust's updated
prospectus, dated July 31, 2007.
THE ADVISOR
The Advisor, a Delaware corporation located at 200 Clarendon Street, Boston,
Massachusetts 02116, serves as the investment advisor for the Fund. The Advisor
is an indirect, wholly-owned subsidiary of Marsh & McLennan Companies, Inc. The
Advisor is registered as an investment adviser with the Commission under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Advisor is
an affiliate of Mercer Investment Consulting, Inc., an investment consultant
with more than thirty years' experience reviewing, rating, and recommending
investment managers for institutional clients.
The Advisor provides investment advisory services to the Fund pursuant to the
Investment Management Agreement, dated July 1, 2005, between the Trust and the
Advisor (the "Management Agreement"). The Trust employs the Advisor generally to
manage the investment and reinvestment of the assets of the Fund. In so doing,
the Advisor may hire one or more subadvisors to carry out the investment program
of the Fund (subject to the approval of the Board). The Advisor continuously
reviews, supervises, and (where appropriate) administers the investment program
of the Fund. The Advisor furnishes periodic reports to the Board regarding the
investment program and performance of the Fund.
Pursuant to the Management Agreement, the Advisor has overall supervisory
responsibility for the general management and investment of the Fund's
securities portfolio, and subject to review and approval by the Board: (i) sets
the Fund's overall investment strategies; (ii) evaluates, selects, and
recommends subadvisors to manage all or a portion of the Fund's assets; (iii)
when appropriate, allocates and reallocates the Fund's assets among subadvisors;
(iv) monitors and evaluates the performance of subadvisors, including the
subadvisors' compliance with the investment objective, policies, and
restrictions of the Fund; and (v) implements procedures to ensure that the
subadvisors comply with the Fund's investment objective, policies, and
restrictions.
For these services, the Fund pays the Advisor a fee calculated at an annual rate
of 0.55% of the Fund's average daily net assets up to $750 million, and an
annual rate of 0.53% of the Fund's average daily net assets in excess of $750
million. The Trust, with respect to the Fund, and the
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Advisor have entered into a written contractual fee waiver and expense
reimbursement agreement pursuant to which the Advisor has agreed to waive a
portion of its fees and/or to reimburse expenses of the Fund to the extent that
the Fund's expenses (not including brokerage fees and expenses, interest, and
extraordinary expenses) exceed certain levels. After giving effect to the fee
waiver and expense reimbursement agreement, the Advisor received advisory fees
of $864,864 from the Fund for the fiscal year ended March 31, 2007.
Several of the officers of the Trust are also officers and/or employees of the
Advisor. These individuals and their respective positions are: Phillip J. de
Cristo serves as Trustee, President, and Chief Executive Officer of the Trust,
and as President of the Advisor. Ravi B. Venkataraman serves as Vice President
and Chief Investment Officer of the Trust, and as Chief Investment Officer of
the Advisor. Richard S. Joseph serves as Vice President, Treasurer, and
Principal Accounting Officer of the Trust, and as Chief Operating Officer of the
Advisor. Cynthia Lo Bessette serves as Vice President, Secretary, and Chief
Legal Officer of the Trust, and as Senior Corporate Counsel of the Advisor.
David M. Goldenberg serves as Vice President and Assistant Secretary of the
Trust, and as General Counsel of Mercer, an affiliate of the Advisor.
Christopher A. Ray serves as Vice President of the Trust, and as Senior
Portfolio Manager of the Advisor. Martin J. Wolin serves as Vice President and
Chief Compliance Officer of the Trust, and as Chief Compliance Officer of the
Advisor. The address of each executive officer of the Trust, other than Mr.
Goldenberg and Ms. Lo Bessette, is 200 Clarendon Street, Boston, Massachusetts
02116. The address of Mr. Goldenberg and Ms. Lo Bessette is 1166 Avenue of the
Americas, New York, New York 10036.
THE NEW SUBADVISOR
Winslow is located at 4720 IDS Tower, 80 South Eighth Street, Minneapolis,
Minnesota 55402. Winslow is registered as an investment adviser under the
Advisers Act and is 100% owned by its management and employees. Each of Messrs.
Clark J. Winslow, Justin H. Kelly, and R. Bart Wear has an ownership interest in
excess of 25% of Winslow, and each individual is therefore deemed to be a
control person of Winslow.
Winslow was approved by the Board to serve as a subadvisor for the Fund at the
Board meeting (the "Meeting") held on May 14 and 15, 2007. Winslow is
independent of the Advisor, and the Subadvisor discharges its responsibilities
subject to the oversight and supervision of the Advisor.
The Subadvisor is compensated out of the fees that the Advisor receives from the
Fund. There will be no increase in the advisory fees paid by the Fund as a
consequence of the addition of the Subadvisor, or the approval of the
Subadvisory Agreement. The fees paid by the Advisor to the Subadvisor depend
upon the fee rates negotiated by the Advisor and on the percentage of the Fund's
assets allocated to the Subadvisor by MGI. In accordance with procedures adopted
by the Board, the Subadvisor may effect Fund portfolio transactions through an
affiliated broker-dealer and the affiliated broker-dealer may receive brokerage
commissions in connection therewith as permitted by applicable law.
In managing its allocated portion of the Fund's portfolio, Winslow seeks to
invest in companies with above-average earnings growth that the Subadvisor
believes will exceed consensus earnings growth estimates over a two-year period.
Winslow uses quantitative screens to identify
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companies with attractive revenue and earnings growth, return on invested
capital, earnings consistency, earnings revisions, low financial leverage, and
high free-cash flow rates relative to net income. Using these screening
techniques, Winslow narrows the universe of U.S. large capitalization companies
to a group of approximately 300 companies. The Subadvisor then conducts a
detailed assessment of each company, seeking to identify companies with
competitive advantages within their respective industries or sectors. This
sector-based analysis results in a group of approximately 100 companies that
Winslow actively analyzes. Winslow also employs a sell discipline pursuant to
which the Subadvisor will sell some or all of its position in a stock when, in
Winslow's view, the stock becomes fully valued, or the position exceeds 5% of
Winslow's allocated portion of the Fund's portfolio. Winslow also will sell some
or all of its position in a particular stock when Winslow believes that the
fundamental business prospects of the company are deteriorating. Winslow's
allocated portion of the Fund's portfolio typically will be invested in fifty to
sixty different stocks.
Winslow serves as an investment advisor or subadvisor for the registered
investment companies listed below, each of which has an investment objective
similar to the Fund's investment objective:
Assets as of
Name June 30, 2007
MainStay Large Cap Growth Fund $868 million
MainStay Variable Product Large Cap Growth Portfolio Fund $284 million
Winslow's combined subadvisory fee schedule for the MainStay Large Cap Growth
Fund and the MainStay Variable Product Large Cap Growth Portfolio Fund is as
follows:
Assets under Management Per Annum Fee
First $250 million 0.40%
Next $250 million 0.35%
Next $250 million 0.30%
Next $250 million 0.25%
Assets over $1 billion 0.20%
The name and principal occupation of each of the principal executive officers of
Winslow are listed below. The address of each principal executive officer listed
below, as it relates to the person's position with Winslow, is 4720 IDS Tower,
80 South Eighth Street, Minneapolis, Minnesota 55402.
Name Positions with Winslow
Clark J. Winslow Chief Executive Officer, Director, and Portfolio Manager
Justin H. Kelly Managing Director, Director, and Portfolio Manager
R. Bart Wear Managing Director, Director, and Portfolio Manager
Jean Andrea Baillon Managing Director, Director, Secretary, Chief Compliance
Officer, Chief Financial Officer, Vice President, Chief
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Administrative Officer, and Treasurer
THE NEW SUBADVISORY AGREEMENT
The Subadvisory Agreement was approved by the Board at the Meeting, which
Meeting was called, among other reasons, for the purpose of approving such
Subadvisory Agreement, for an initial term of two years. Thereafter, continuance
of the Subadvisory Agreement will require the annual approval of the Board,
including a majority of the Independent Trustees. The Subadvisory Agreement
provides that it will terminate automatically in the event of its assignment,
except as otherwise provided by applicable law or the Exemptive Order.
The terms of the Subadvisory Agreement, other than the rate of compensation to
be paid by the Advisor to Winslow, are substantially similar to the subadvisory
agreements between the Advisor and each of Enhanced Investment Technologies, LLC
and Sands Capital Management, LLC, the Fund's two other subadvisors.
The Subadvisory Agreement provides that the Subadvisor, among other duties, will
make all investment decisions for the Subadvisor's allocated portion of the
Fund's investment portfolio. The Subadvisor, subject to the supervision of the
Board and the Advisor, will conduct an ongoing program of investment,
evaluation, and, if appropriate, sale and reinvestment of the Subadvisor's
allocated portion of the Fund's assets. The Subadvisor also will perform certain
other administrative and compliance-related functions in connection with the
management of its allocated portion of the Fund's investment portfolio.
The Subadvisory Agreement provides for the Subadvisor to be compensated based on
the average daily net assets allocated to the Subadvisor. The Subadvisor is
compensated from the fees that the Advisor receives from the Fund. The
Subadvisor generally will pay all expenses that the Subadvisor incurs in
connection with its activities under the Subadvisory Agreement, other than the
costs of the Fund's portfolio securities and other investments.
The Subadvisory Agreement may be terminated at any time, without the payment of
any penalty, by: (i) the vote of a majority of the Board, the vote of a majority
of the outstanding voting securities of the Fund, or the Advisor, or (ii) the
Subadvisor, on not less than 90 days' written notice to the Advisor and the
Trust.
BOARD OF TRUSTEES' CONSIDERATIONS
At the Meeting, MGI recommended the appointment of Winslow to serve as a
subadvisor for the Fund after evaluating a number of other possible investment
managers. The Subadvisor was recommended by the Advisor because, among other
factors: (i) the Advisor sought to enhance portfolio style diversification by
adding a diversified, fundamental large cap growth strategy, which would
complement the concentrated fundamental investment strategy of Sands Capital
Management, LLC and the quantitative investment strategy of Enhanced Investment
Technologies, LLC; (ii) Winslow seeks to control portfolio risks through
diversification across sectors, capitalization levels, growth rates, valuations,
and a strictly enforced sell discipline; (iii) Winslow has a seasoned portfolio
management team with significant experience in managing portfolios of large
capitalization equity securities, and adequate resources to capably manage the
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Subadvisor's allocated portion of the Fund's investment portfolio; and (iv)
Winslow exhibits low excess return correlation with the Fund's two other
subadvisors.
At the Meeting, the Board, including a majority of the Independent Trustees,
considered and approved the Subadvisory Agreement. In determining whether to
approve the Subadvisory Agreement, the Board considered the information received
in advance of the Meeting, which included: (i) copies of a form of the
Subadvisory Agreement between the Advisor and the Subadvisor; (ii) information
regarding the process by which the Advisor selected the Subadvisor and
recommended the Subadvisor for Board approval; (iii) information regarding the
nature and quality of the services that the Subadvisor would provide to the
Fund; (iv) information regarding the Subadvisor's reputation, investment
management business, personnel, and operations; (v) information regarding the
Subadvisor's brokerage and trading policies and practices; (vi) information
regarding the level of subadvisory fees to be charged by the Subadvisor; (vii)
the Subadvisor's compliance program; (viii) the Subadvisor's historical
performance returns managing a similar investment mandate, and such performance
compared to a relevant index; and (ix) the Subadvisor's financial condition. The
Board also considered the substance of discussions with representatives of the
Advisor and Winslow at the Meeting.
When considering the approval of the Subadvisory Agreement, the Board reviewed
and analyzed the factors the Board deemed relevant with respect to the
Subadvisor, including: the nature, quality, and extent of the services to be
provided to the Fund by the Subadvisor; the Subadvisor's management style; the
Subadvisor's historical performance record managing pooled investment products
similar to the Fund; the qualifications and experience of the persons who will
be responsible for the day-to-day management of Winslow's allocated portion of
the Fund's investment portfolio; and the Subadvisor's staffing levels and
overall resources. Additionally, the Board reviewed materials supplied by
counsel that were prepared for use by the Board in fulfilling its duties under
the 1940 Act.
In examining the nature, quality, and extent of the services to be provided by
the Subadvisor to the Fund, the Board considered: the specific investment
process to be employed by the Subadvisor in managing the assets to be allocated
to it; the qualifications of the Subadvisor's investment management team with
regard to implementing the Fund's investment mandate; the Subadvisor's
performance record as compared to its benchmark; the Subadvisor's infrastructure
and whether it appeared to adequately support the Subadvisor's investment
strategy; and the Advisor's review process and the Advisor's favorable
assessment as to the nature and quality of the subadvisory services expected to
be provided by the Subadvisor. The Board concluded that the Fund will benefit
from the quality and experience of the Subadvisor's portfolio managers. Based on
the Board's consideration and review of the foregoing information, the Board
concluded that the nature, extent, and quality of the subadvisory services to be
provided by the Subadvisor, as well as Winslow's ability to render such services
based on its experience, operations, and resources, were appropriate for the
Fund, in light of the Fund's investment objective, and supported a decision to
approve the Subadvisory Agreement.
Because Winslow is a newly-appointed subadvisor for the Fund, the Board could
not consider the Subadvisor's investment performance in managing the Fund as a
factor in evaluating the Subadvisory Agreement. However, the Board did review
the Subadvisor's historical performance record in managing other accounts that
were comparable to the Fund. The Board compared this historical performance to a
relevant benchmark. The Board noted that Winslow's
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large cap growth strategy had outperformed (before fees) the Russell 1000 Growth
Index over the past two-, three-, and five-year periods ended December 31, 2006.
On this basis, the Board concluded that the historical performance record for
the Subadvisor supported a decision to approve the Subadvisory Agreement.
The Board carefully considered the proposed fees payable under the Subadvisory
Agreement. In this connection, the Board evaluated the compensation to be paid
to the Subadvisor by the Advisor. The Board also considered comparisons of the
fees to be paid to the Subadvisor with the fees the Subadvisor charges to its
other clients, noting that the fee rate that the Advisor had negotiated with
Winslow was below the standard fee rate charged by Winslow to certain other
accounts that Winslow manages using the same large cap growth strategy that
Winslow will use to manage its allocated portion of the Fund.
The Board also considered whether the fee schedule of the Subadvisor included
breakpoints that would reduce the Subadvisor's fees as the assets of the Fund
allocated to the Subadvisor increased, noting that Winslow's proposed
subadvisory fee schedule did include breakpoints. The Board was not provided
with, and did not review, information regarding the estimated profits that may
be realized by the Subadvisor in managing its allocated portion of the Fund's
assets. Since the fees to be paid to Winslow were the result of arms-length
bargaining between unaffiliated parties, and given the Advisor's economic
incentive to negotiate a reasonable fee, Winslow's potential profitability was
not considered relevant to the Independent Trustees' deliberations. After
evaluating the proposed fees, the Board concluded that the fees that would be
paid to the Subadvisor by MGI with respect to the assets to be allocated to the
Subadvisor appeared to be within a reasonable range in light of the quality and
extent of the services to be provided.
The Board reviewed a copy of the Subadvisory Agreement. The Board considered
that the Subadvisory Agreement provided for the same range of services and fees
as the subadvisory agreements that the Fund has in place with its two other
subadvisors.
The Board considered the selection and due diligence process employed by the
Advisor in deciding to recommend the addition of Winslow as a subadvisor for the
Fund. The Board also considered the Advisor's conclusion that the fees to be
paid to the Subadvisor for its services to the Fund will be reasonable, and the
reasons supporting that conclusion. The Board noted that the subadvisory fees
will be paid by the Advisor to the Subadvisor and will not be additional fees
paid by the Fund. The Board concluded that the Advisor's recommendations and
conclusions supported approval of the Subadvisory Agreement.
In considering the materials and information described above, the Independent
Trustees received assistance from, and met separately with, their independent
legal counsel, and were provided with a written description of their statutory
responsibilities and the legal standards that are applicable to the approval of
investment advisory and subadvisory agreements.
After full consideration of the factors discussed above, with no single factor
identified as being of paramount importance, the Board, including a majority of
the Independent Trustees, with the assistance of independent counsel, concluded
that the initial approval of the Subadvisory
7
Agreement was in the best interests of the Fund, and approved the Subadvisory
Agreement for the Fund.
GENERAL INFORMATION
Administrative and Accounting Services
State Street Bank and Trust Company (the "Administrator"), located at 200
Clarendon Street, Boston, Massachusetts 02116, is the administrator of the Fund.
The Administrator performs various services for the Fund, including fund
accounting, daily and ongoing maintenance of certain Fund records, calculation
of the Fund's net asset value, and preparation of shareholder reports.
The Advisor provides certain internal administrative services to the Class S,
Class Y-1, and Class Y-2 shares of the Fund, for which the Advisor is entitled
to receive a fee of 0.15%, 0.10%, and 0.05% of the average daily net assets of
the Class S, Class Y-1, and Class Y-2 shares of the Fund, respectively. For the
fiscal year ended March 31, 2007, the Fund did not pay any fees to the Advisor
for internal administrative services.
Principal Underwriting Arrangements
MGI Funds Distributors, Inc. (the "Distributor"), located at 301 Bellevue
Parkway, Wilmington, Delaware 19809, is a Delaware corporation that is a
subsidiary of PFPC Inc., and acts as the principal underwriter of each class of
shares of the Fund pursuant to an Underwriting Agreement with the Trust. The
Underwriting Agreement requires the Distributor to use its best efforts,
consistent with its other businesses, to sell shares of the Fund.
Payments to Affiliated Brokers
For the fiscal year ended March 31, 2007, the Fund did not pay any commissions
to affiliated brokers.
Record of Beneficial Ownership
As of August 31, 2007, the Fund had 30,700,207 shares outstanding and MGI
Collective Trust: MGI US Large Cap Growth Equity Portfolio held 28,288,657
shares, representing 92.14% of the total shares outstanding.
SHAREHOLDER REPORTS
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year. A
COPY OF THE FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS AND THE MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO SHAREHOLDERS (WHEN AVAILABLE)
MAY BE OBTAINED, WITHOUT CHARGE, BY CALLING YOUR PLAN ADMINISTRATOR OR
RECORDKEEPER OR FINANCIAL ADVISOR, OR BY CALLING THE TRUST TOLL-FREE AT
1-866-658-9896.
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