Intech: investment adviser

Intech has provided institutional investment management services since June 1987 and has been registered with the SEC as an investment adviser since October 1987. On March 31, 2022, Intech acquired

underlying sources of long-term portfolio performance.

ownership of the firm through a management-led

Specifically, his research demonstrated that a portfolio

Following the MBO, Intech’s parent company, Intech

rebalanced to maintain constant weights exhibits a

Holdings LLC, became majority-owned by current and

compound return that depends on two key factors: the

former employees and board members, holding 99.6%

compound returns of the individual underlying stocks

of Intech, with the remaining 0.4% owned by current

and an "excess growth rate." This excess growth rate

and former employees. In early 2023, the firm

arises from the difference between the stocks'

expanded ownership by granting profits interests to all

variances and the diversified portfolio's variance. This

employees, with the objective that all employees hold

fundamental dichotomy implies that a portfolio's return

ownership interests in Intech Holdings LLC.

can be enhanced by either 1) selecting stocks with higher returns relative to their peers or 2) optimizing the mix of stocks based on their variances and correlations. The former is a function of differences in cross-sectional returns, while the latter hinges on disparities in volatilities and correlations among stocks. Intech designs its investment approach to capitalize on both components of this mathematical formula. Intech incorporates alpha sources based on volatility and fundamental insights to capitalize on portfolio effects and stock effects, as outlined by Stochastic Portfolio

buyout (“MBO”) from Janus Henderson Investors.

In May 2024, Intech strengthened its partnership with the Texas Permanent School Fund Corporation (“Texas PSF”) to co-develop investment products and drive innovation among both parties. As part of this collaboration, Texas PSF acquired a minority, noncontrolling ownership stake in Intech Holdings LLC. As of December 31, 2025, Intech had regulatory assets under management (RAUM) of approximately $15,469,000,000 on a discretionary basis and $0 in RAUM on a non-discretionary basis.

Theory. Intech harnesses the power of rebalancing, seeking to capture diversification and generate positive excess returns, thereby translating theoretical concepts into actual trading profits. Intech’s portfolio positioning strategy involves optimizing each portfolio to balance risk and return. This ensures that portfolios are optimized to meet Intech’s clients' investment objectives. See Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss for more

notice to the other party without penalty. Clients can

managed for the client. Fee arrangements vary by

terminate Intech’s appointment as an investment

client and are based on a number of different factors

manager at any time, consistent with the terms of

including, but not limited to: the total assets managed

their advisory agreements. Upon termination, clients

for a client; the strategy, client type, client domicile,

are billed only for the pro-rata portion of the

and historical relationship with Intech; the amount of

management period.

servicing required by a client; various competitive factors, and other relevant considerations. All advisory fees are charged in accordance with the terms set forth in the applicable Investment Management agreement. Intech bills clients directly and in arrears, typically on a quarterly basis. Intech does not deduct advisory fees directly from clients’ accounts. Intech does not bill fees in advance. In the event that fees are ever billed in advance, unearned fees would be

Intech’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses, which are paid by the client. Intech does not receive any portion of these commissions (except as described under the Soft Dollars section under Item 12 – Brokerage Practices), transaction fees, or other related expenses. See Item 12 – Brokerage Practices. Clients will incur certain charges imposed by custodians,

refunded on a pro-rata basis.

brokers, and other third parties such as custodial fees,

Intech does not represent that its fees are more or less

taxes, foreign exchange transaction fees, wire transfer

than those charged by other providers. In certain

and electronic fund fees, as well as other fees, taxes,

circumstances, Intech is limited in its ability to

and governmental charges.

negotiate fees due to current client contracts, which require equivalent pricing. Under the terms of these agreements, Intech is generally required to charge the same fee schedule to similarly situated clients. Intech generally considers, among other factors, clients to be similarly situated if they are domiciled in the same country, are in the same product, are of the same client type, and have a similar account size. In addition, fee structures may be modified where a new account is expected to add additional assets rapidly, where a relationship already exists, or where the client retains Intech to provide services for multiple investment mandates. The differing levels of basic fees among client categories take into account such factors as the degree of servicing required and the types of investment guidelines and restrictions imposed upon the management of the accounts. In addition to the foregoing, there may be specialized investment products with individualized fee arrangements in place as well as historical fee schedules with long-standing clients that may differ from those applicable to new client relationships. Intech serves as sub-adviser to

deferred sales charges, odd-lot differentials, transfer

In limited circumstances, Intech invests in shares of investment companies that charge asset management fees and other fees, which are in addition to the advisory fees charged by Intech. The fees charged by such investment companies are disclosed in their prospectus or equivalent offering document. Client assets invested in such investment companies will pay both Intech’s advisory fee and the investment company’s fees. Further, Intech serves as the sub-adviser to two ETFs (i.e., Intech S&P Large Cap Diversified Alpha ETF and Intech S&P Small-Mid Cap Diversified Alpha ETF) (collectively “the ETFs”), which are offered by Tidal Trust III, a management investment company registered under the Investment Company Act of 1940. Intech does not charge a separate advisory fee to clients when investing clients’ assets in the ETFs. The only fees paid by a client would be the fees and expenses charged by the ETFs, and not an additional advisory fee from Intech.

investment companies and ETFs. The fees for such services are negotiated separately.

similar or identical investment objectives, or accounts

the side-by-side management of performance fee and

with different objectives that trade in the same

non-performance fee accounts. Performance fee

securities, the portfolio decisions, and the performance

arrangements create an incentive for an adviser to

resulting from such decisions, differ from portfolio to

take risks in managing assets that would not otherwise

portfolio. Side-by-side management of various types of

be taken in the absence of such arrangements.

portfolios raises the possibility of favorable or

Similarly, larger accounts could be favored because

preferential treatment of a portfolio or a group of

they generate more revenue for an adviser.

portfolios due to differences in fee arrangements. As

Performance-based fee arrangements are offered only

described below, Intech has adopted policies and

to clients who meet the applicable requirements under

procedures reasonably designed to prevent such

Advisers Act Rule 205-3.

preferential treatment and to promote the fair

Intech believes its mathematical process and the

allocation of investment opportunities among clients.

procedures it has established are reasonably designed

When Intech is responsible for execution, it trades

to mitigate these potential conflicts and risks. Intech’s

across all client portfolios scheduled to trade on a

systematic and programmatic approach to trade

given day, consistent with its duty of best execution.

implementation significantly diminishes any portfolio

However, when Intech serves as a sub-adviser and

manager’s discretion to favor one account or group of

submits target portfolio positioning instructions (e.g.,

accounts over another. Investment decisions are made

to the primary adviser), it does not execute or

without considering Intech’s pecuniary investment or

aggregate those trades, as the primary adviser is

other financial interests. These processes help reduce

responsible for trading decisions and arranges trade

the likelihood that one account or group of accounts is

execution through a third-party broker or other

favored over another. Also, Intech’s employees are not

appointed party.

compensated based on portfolio performance. Where market conditions and applicable trading Intech rebalances all portfolios periodically and

practices permit trade aggregation, clients

allocations are based on computer-generated target

participating in aggregated trades generally receive the

weightings. While target weights are determined on a

average execution price for trades in the same

periodic basis by the mathematical investment

securities with the same order characteristics,

process, there are other factors that are considered

including the issuer, side (or trade direction), and

before an actual trade is made. For example, in order

settlement terms. Intech’s investment strategies

to limit trading costs, a security position has to be a

typically require investing clients’ assets in publicly

certain distance away from the desired target weight.

traded liquid securities. There may be instances,

Different account guidelines and/or differences within

however, where Intech will not aggregate trades where

particular investment strategies will lead to the use of

aggregation is not appropriate or practicable, including

different implementation parameters for portfolios

client-specific trading instructions, cash flow

differences, regulatory or contractual restrictions, or

differentiated approach to portfolio management by

operational constraints. In such cases, trades are

applying mathematics to portfolio construction and is

executed separately and are not aggregated.

based on the mathematical foundation of Stochastic

Intech does not participate in initial public offerings

Portfolio Theory.

(IPOs). In addition, the performance of each account

Intech integrates volatility-based and fundamental-

within a strategy is reviewed to confirm that material

based alpha sources into its investment process in an

performance differences are attributable to legitimate

attempt to secure a rebalancing premium and identify

account-specific factors, including cash flows or client-

relative stock mispricing. The strategy employs

imposed restrictions, and not to favorable treatment.

fundamental data to rank stocks while utilizing

Intech believes these practices significantly reduce the

systematic rebalancing to navigate their inherent

risk that Intech could favor one client over another in

volatility. The systematic process is rooted in

the allocation of investment opportunities. Item 12 -

estimating volatilities across various dimensions to

Brokerage Practices provides additional information

construct portfolios surpassing benchmark efficiency

regarding Intech’s brokerage and trading practices.

and tilt towards improving business fundamentals.

The minimum account varies by product and account

which is engineered with risk controls and optimization

vehicle, i.e., separate or commingled account, selected

parameters specific to the strategy’s underlying

by the client. Intech accepts accounts below the

benchmark index and level of aggressiveness.

minimum if special circumstances are warranted. For example, Intech may allow an existing client with multiple accounts above the minimum to open another account below the minimum account size. Intech, in its sole discretion, reserves the right to decline any account or close any account that falls below the minimum account size.

Alternative equity strategies seek to manage absolute risk and provide positive absolute returns, with low correlation to traditional, long-only, equity exposure. Risk controls do not promise any level of performance or guarantee against loss of principal

and there can be no guarantee that Intech’s

correlation to the benchmark index. Depending on the

mathematical investment process will achieve the

client’s country of domicile, sometimes there are

desired results.

government or regulatory limitations on investments in

From time to time, Intech makes enhancements to its mathematical investment process, or develops new products as a result of ongoing research. New products that are developed or enhancements to existing products must have a solid theoretical basis and undergo rigorous testing before they are implemented or offered. Depending on the nature of the enhancement, it may not be applied to, or affect, all

certain securities, which affect Intech’s ability to invest in such securities.

Risk of Loss There are inherent risks associated with investing in securities markets. Investing in securities involves a risk of loss that clients should be prepared to bear. The risks will vary based on the nature and attributes of

products or underlying clients.

the relevant investment strategy and the specific

Portfolios are generally fully invested at all times in

performance guarantee associated with investing in

common stocks, with the remainder in cash and cash

any Intech investment strategy. There can be no

equivalents necessary to support client cash flows and

assurance that the investment objectives associated

prevent overdrafts. In limited circumstances, and only

with any Intech strategy will be met.

to the extent necessary, Intech invests in non-affiliated exchange traded funds for client accounts to gain exposure to a specific index or in cases where cash

securities and other instruments held. There is no

Intech’s products are designed for long-term investors seeking exposure to portfolios of equity securities. As a

holdings are above the normally held level.

result, portfolios are subject to the risks of the equity

Expected turnover varies according to the product

may experience sudden, unpredictable declines, as

selected. A higher portfolio turnover rate increases

well as extended periods of underperformance in

transaction costs and the likelihood of higher net

response to various factors including general economic

taxable gains and/or losses for taxable accounts.

conditions, the historical or prospective earnings of an

Intech exercises daily supervisory oversight to

issuer, government regulations, political events,

promote efficient implementation of the process,

investor sentiment, pandemics, market liquidity, and

timing of securities transactions, measurement of

other social or systemic developments. Portfolio values

market liquidity, and allocation of brokerage

may decline during periods of overall market

transactions.

weakness, even if certain securities perform relatively

All securities within the respective benchmark index

markets. The value of investments in equity securities

better than the broader market.

are eligible for purchase in an Intech portfolio.

The following is a summary of the principal risks

Securities deleted from the portfolio’s benchmark index

associated with Intech’s investment strategies.

are subsequently sold from the portfolio in an orderly

Investment risk varies by strategy, and not all risks

fashion. Securities added to the benchmark index are

described below apply to every strategy. This summary

included in the permitted universe in regularly

is not intended to be an exhaustive description of all

scheduled updates. These techniques result in

risks.

temporary holding of securities in the process of entering or exiting the benchmark index. In addition, some client guidelines allow Intech to invest in securities that are not constituents of the benchmark index. Such investments are intended to help manage specific risks, improve liquidity, or refine diversification

Investment Process Risk The proprietary mathematical investment process used by Intech may not achieve the desired results. The trading techniques used by Intech may result in a

across the portfolio, while seeking to maintain a high

higher portfolio turnover rate and/or related trading

Alternative Equity Strategy Risk (refers to

expenses, which can lower performance.

market neutral strategies)

Intech periodically considers enhancements to its

There is no guarantee that market neutral strategies

mathematical investment process. These

will achieve positive absolute returns during up and

enhancements may not provide the intended results

down markets. Depending on the market conditions

and may adversely affect performance. While Intech

and the strategies’ level of net equity exposure, the

makes every reasonable effort to ensure that its

strategies may exhibit some sensitivity to equity

process works as intended, there is no guarantee that

markets (equity beta) and, therefore, be exposed to

any specific enhancement or revision to its

the risks of the equity market. These strategies may

mathematical model will work as expected or that no

not always protect capital invested or produce greater

further revision will be required. In addition, others

returns than the specific benchmark, as these and all

may attempt to utilize public information related to

investments can fall as well as rise in value. These

Intech’s investment process in a way that may affect

strategies are not intended to outperform traditional

performance.

stock and bond markets during strong market rallies.

Enhanced Equity/Active Equity Strategy Risk If Intech’s method of identifying securities with higher relative volatility versus the named benchmark or its method of identifying securities that tend to move differently relative to each other (low correlation) does not result in selecting securities with continuing

As with any other investment, an investor might get back less than the original investment. Furthermore, these strategies may have a higher portfolio turnover rate and/or related trading expenses, which can lower performance. 130/30 Strategy Risk

relative volatility or the expected correlation, a

A 130/30 strategy involves both long investments and

portfolio may not outperform the benchmark index.

short sales and is generally net long to the equity

Further, as a result of the investment process, most portfolios tend to overweight smaller capitalization members of the benchmark index, which typically exhibit greater volatility, primarily because of the potential diversification gains due to the lower correlations of their performance to that of the larger capitalization members of the benchmark index. Consequently, in conditions where larger capitalization members are outperforming the benchmark index, and fewer stocks are driving benchmark index returns, a portfolio may underperform relative to the benchmark. Defensive Equity Strategy Risk There is a risk/reward tradeoff that comes with investing in defensive equity strategies. These strategies are likely to underperform the index especially in strong up-markets and there is a possibility they will not achieve the desired level of protection in down markets.

market. Because the strategy may have gross exposure greater than 100 percent, it may be more volatile and may experience larger losses than a comparable long only strategy. Short sales involve additional risks, including the risk that a security sold short will increase in value, which can result in significant losses, as well as the costs and potential constraints associated with borrowing securities and closing out short positions. Implementation Risk Intech makes every reasonable effort to reduce the likelihood of material errors occurring during the implementation of its mathematical investment process. Regardless of the effectiveness of Intech’s risk-mitigation efforts, it is not possible to completely eliminate the risk of error as it relates to the implementation of the systems that govern the portfolio management and trading functions, which could adversely affect a portfolio.

Proprietary Investment Process and Trading

certain global markets and custody charges are

Methods Risk

generally higher. As it relates to transactions on

A client will not be able to determine all details of Intech’s trading methods because of the proprietary nature of Intech’s investment process and trading

certain global stock exchanges, brokers’ commissions are frequently fixed and are often higher than in those markets where commissions are negotiated.

methodology.

Large-Capitalization Company Risk

Use of External Data Sources Risk

The securities of large-capitalization companies are

Intech subscribes to external data sources that serve as inputs to Intech’s models and investment analytics. Intech also uses external software applications to analyze performance attribution and to supplement its risk management tools. Intech has developed appropriate internal procedures to validate the reasonability of data provided from external sources; however, there can be no guarantee that the data received from these sources is accurate. Developed Countries Risk Investments in developed countries subject a portfolio to regulatory, political, currency, security, demographic, and economic risk specific to those countries. Developed countries are impacted by changes to the economic health of certain key trading partners, regulatory and fiscal burdens, sovereign debt levels, and the price or availability of certain commodities. Although developed countries represent a significant portion of the global economy, their growth rates may be lower than those of certain emerging market countries over some periods. Global and Emerging Markets Securities Risk Investments in global markets have additional risks. Global securities tend to be volatile and may involve greater risks, including currency risk, adverse political or economic developments in certain countries, the relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards. These risks are magnified in emerging markets. The prices of global securities held by client portfolios may decline in response to such risks. In addition, delays may be encountered in settling securities transactions in

typically more mature than those of smaller companies and may experience slower growth during periods of economic expansion. Large capitalization companies may also be less able to respond quickly to disruptive technologies, evolving consumer preferences, or new competitive challenges, which could affect their performance relative to smaller, more agile companies. Smaller and Mid-Sized Company Risk The stocks of smaller and mid-sized companies are generally subject to greater price fluctuations, limited liquidity, higher transaction costs, and higher investment risk than the stocks of larger, more established companies. Such companies may have limited product lines, markets, or financial resources, and may rely heavily on a small management team. They may also have limited capital reserves or a shorter track record of performance. There may be generally less publicly available information about such companies than for larger, more established companies. Stocks of these companies frequently have lower trading volumes, making them more volatile, potentially less liquid, and more difficult to value. The returns on investments of smaller and mid-sized stocks may underperform the returns of larger, more established companies. Market Events Risk A portfolio’s investments are subject to changes in general economic conditions, market fluctuations, and the risks inherent in investment in securities and other financial instruments. Investment markets can be volatile, and prices of investments can change substantially due to factors including, but not limited to, economic growth or recession, changes in interest

rates, inflation, changes in the creditworthiness of

purposes, Intech follows the Valuation Policies and

issuers, and general market liquidity.

Procedures that it has adopted (“Valuation Policy”).

A portfolio is also subject to the risk that geopolitical, regional, or global events may disrupt securities and other financial markets and adversely affect economies

The Valuation Policy provides that a portfolio’s assets are valued primarily on the basis of the official close price on the primary exchange on which it trades.

and markets worldwide. Such events may include

However, the process of valuing securities for which

wars, military conflicts, acts of terrorism, natural

reliable market quotations are not available, or prices

disasters, cyberattacks, public health crises, or other

are deemed to be unreliable due to significant events

events. Ongoing uncertainties regarding interest rates,

(such as a natural disaster or an extraordinary event

inflation, government debt, banking and financial

affecting an issuer), is based on inherent uncertainties,

sector stability, trade tensions, energy prices, and

and the resulting fair values may differ from values

political developments can contribute to market

that would have been determined had reliable market

volatility.

quotations been available for such securities. Fair

These risks may affect the value of investments in any portfolio and could result in losses. Past or current market events may not be indicative of future results, and there can be no assurance that any portfolio will achieve its investment objectives or avoid losses during periods of market stress.

values assigned to securities may not be the quoted or published prices on their primary markets or exchanges and consequently may be higher or lower than the quoted or published prices. In addition, the value of assets denominated in foreign currencies is converted into U.S. dollars using exchange rates deemed appropriate by Intech.

Industry and Sector Risk

Liquidity Risk

Although a portfolio will not concentrate its

A portfolio may not be able to sell some or all of the

investments in specific industries or industry sectors, at times, it may have a significant portion of its assets invested in securities of companies conducting similar business, or business within the same economic sector. Companies in the same industry or economic sector may be similarly affected by economic or market events, making a portfolio more vulnerable to unfavorable developments than portfolios that invest more broadly. As a portfolio becomes more concentrated, it is less able to spread risk and potentially reduce the risk of loss and volatility. In addition, a portfolio may be overweight or underweight in certain industries or sectors relative to its benchmark index, which may cause the portfolio’s performance to be more or less sensitive to

securities it holds, either at the price it values the security or at any price. Derivatives Risk A derivative is a financial instrument that has a value based on the expected future price movement of the asset to which it is linked. Examples of derivatives include swaps, futures, options, and forwards, each of which is associated with its own set of risks. Derivative instruments are subject to various types of risks, including but not limited to, market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk, and

developments affecting those sectors.

operations risk.

Valuation Risk

For strategies that use futures and forwards, these

Intech generally trades in securities with readily

involve a high degree of risk. Volatility increases risk,

available market prices. When Intech is responsible for

particularly when trading with leverage. Futures and

providing security pricing for client reporting or other

forward positions cannot always be liquidated at the

investments can be speculative, highly leveraged, and

desired price. Futures can be subject to low liquidity, meaning there may not be a seller or buyer available

Counterparty Risk

when the investor desires to invest or divest.

Each party of a contract may not fulfill its contractual

Gains or losses from futures, forwards, and other

affected.

derivatives can be substantially greater than the instrument’s original cost and can therefore subject a portfolio to the effects of leverage. If the value of a derivative instrument does not correlate well with the particular market or other asset class to which the derivative is intended to provide exposure, the derivative may not produce the anticipated result. Currency Risk Fluctuations in currency exchange rates may adversely affect the value of a portfolio’s investments. Currency risk includes the risk that the currencies in which a portfolio’s investments are traded will decline in value relative to a client’s base currency. In addition, transactions used to hedge currency risk, to the extent they are implemented, may not necessarily be completely effective in insulating a portfolio from currency or other risks. Portfolios denominated in a currency other than the investor’s base currency are subject to additional risks associated with currency fluctuations. Returns may increase or decrease as a result of such currency fluctuations. Volatility Risk The prices of a portfolio’s investments can be highly volatile. Price movements of assets are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, developments or trends in any particular industry, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, and national and international political and economic events and policies.

obligations and client accounts may be adversely

Suitability Risk Intech’s strategies are designed for long-term institutional investors interested in investing in equity securities. An investment in any Intech strategy should be appropriate in terms of an investor’s financial goals and risk tolerance. ESG Risk Intech’s process for evaluating securities based on ESG factors is not intended to be predictive of a company’s ESG status or performance. In addition, the potential benefits to a company of having preferred ESG characteristics may be long term and not visible in the performance (or otherwise) for many years. Companies having unfavorable ESG characteristics may outperform contrary to Intech’s assumptions. Operational Risk A portfolio may be negatively impacted by deficiencies or failures in internal processes, personnel, or systems, as well as by reliance on third-party service providers, including custodians, brokers, administrators, or other vendors. Operational risk can arise from many factors including routine processing mistakes, trade settlement failures, or data and reconciliation errors, to potentially costly incidents related to service provider or major system failures. Cybersecurity Risk A portfolio is susceptible to operational and information security risks due to the increased use of the Internet. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means for the purpose of misappropriating assets or sensitive information,

corrupting data, or causing operational disruption.

obligations (or disclosure obligations to clients,

Cybersecurity failures or breaches by third-party

consultants, or regulators with insufficient privacy

service providers may cause disruptions and impact

safeguards) and theft of research, technical

the service providers’ and Intech’s business

specifications, and other data could lead to

operations, potentially resulting in financial losses, the

opportunities for competitors or others to reverse-

inability to transact business, violations of applicable

engineer Intech’s investment process, and thereby

privacy and other laws, regulatory fines, penalties,

affect the performance of a client’s portfolio.

reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. While Intech has established business continuity plans and risk management systems designed to prevent or reduce the impact of such cyberattacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cyberattack tactics. As such, there is a possibility that Intech has not adequately prepared for or identified certain risks. Furthermore, Intech cannot directly control any cybersecurity plans and systems put in place by third-party service providers. Cybersecurity risks are also present for issuers of securities in which a portfolio invests, which could result in material adverse consequences for such issuers, and may cause a portfolio’s investment in such securities to lose value.

System Failures and Reliance on Technology Risk Intech’s investment strategies, operations, research, communications, risk management, and back-office systems rely on technology, including hardware, software, telecommunications, internet-based platforms, and other electronic systems. Additionally, parts of the technology used are provided by third parties and are, therefore, beyond Intech’s direct control. Intech seeks to ensure adequate backups of hardware, software, telecommunications, internetbased platforms and other electronic systems, when possible, but there is no guarantee that Intech’s efforts will be successful. In addition, natural disasters, power interruptions, and other events may cause system failures, which will require the use of backup systems (both on- and off-site). Backup systems may not operate as well as the

Crowding/Convergence Risk

systems that they back up and may fail to properly

There is significant competition among managers that

To reduce the impact a system failure may have,

use a quantitatively focused investment process. To

Intech continually evaluates its backup and disaster

the extent that Intech’s investment process shares

recovery systems and performs periodic checks on the

similarities with those employed by other managers,

backup systems’ conditions and operations. Despite

the risk that a market disruption that broadly affects

Intech’s monitoring, hardware, telecommunications, or

the models of quantitatively focused managers

other electronic system malfunctions may be

(including competitors) may adversely affect a client is

unavoidable, and result in consequences such as the

increased. As such, a disruption could accelerate

inability to trade for or monitor client accounts and

reductions in liquidity or rapid repricing due to

portfolios. If such circumstances arise, the CIO,

simultaneous trading across the marketplace.

Deputy CIO, and/or the Investment Risk Committee

Involuntary Disclosure Risk Intech attempts to protect its proprietary investment

operate, especially when used for an extended period.

will consider appropriate measures for clients. Legal and Regulatory Risks

process by using policies, procedures, agreements, and

Legal, tax, and regulatory changes could occur that

similar measures designed to create and enforce

may adversely affect a strategy. New or revised laws,

robust confidentiality, non-disclosure, and similar

regulations, or interpretations of existing laws may be

safeguards. However, position-level public disclosure

issued by U.S. and non-U.S. regulators or other

governmental regulatory authorities or self-regulatory

For purposes of this Brochure, “Private Funds” refers to

organizations that supervise the financial markets that

the private funds described above.

could adversely affect a strategy. There are numerous other risk factors related to the market in general or to the implementation of any trading strategy, all of which can affect actual results that should be carefully considered before investing.

Code of Ethics applies to all Intech employees, as well as certain contractors performing extended services for Intech. The Code of Ethics establishes standards of conduct and is reasonably designed to promote the following principles. Employees are expected to: •

place the interests of clients first;

•

avoid or, where applicable, disclose actual, potential, or apparent conflicts of interest;

dealer, or government securities dealer or broker; other investment adviser or financial planner; futures

•

safeguard company and client assets;

commission merchant, commodity pool operator, or

•

maintain confidentiality of company and client

commodity trading advisor; banking or thrift institution; accountant or accounting firm; lawyer or law firm; insurance company or agency; pension

information; •

rules; and

consultant; real estate broker or dealer; or sponsor or syndicator of limited partnerships.

comply with applicable laws, regulations, and

•

deal fairly with clients, vendors, and service providers.

Intech serves as the investment manager to certain private funds that are exempt from registration under

In addition to setting out basic principles to guide

the Investment Company Act of 1940 and the

employees, the Code of Ethics includes general

Securities Act of 1933. These private funds are offered

prohibitions with respect to personal trading by Intech

solely to “qualified purchasers,” as defined under the

employees and, in certain cases, their immediate

Investment Company Act of 1940. In addition, Intech’s

family members. Under the Code of Ethics, employees

affiliated entity, Intech Investment Partners LLC, a

must not:

Delaware limited liability company registered in the Cayman Islands as a foreign company, serves as general partner to the Intech U.S. Equity 130/30

•

trade on, or cause others to trade on, material nonpublic information;

Master Fund LP, a private fund that is structured as a master fund within a master-feeder arrangement.

•

•

profit, or cause others to profit, based on

including without limitation, any one or combination of

knowledge of completed or contemplated client

the following: a letter of censure, surrender of profits,

transactions;

withholding of compensation, suspension of personal

improperly benefit by causing a client to act, or fail to act, in making investment decisions; or

•

trading privileges, or termination of employment. Intech employees certify annually their receipt and understanding of the Code of Ethics and their

engage in fraudulent conduct in connection

compliance therewith. The Code of Ethics is available

with the trading of securities in a client

to clients and prospective clients upon request. In

account.

addition, Intech maintains policies and procedures

Employees are required to conduct their personal

designed to protect the confidentiality of client

investment activities in a manner consistent with their

information.

fiduciary duties to the company and its clients,

Participation or Interest in Client Transactions

including the avoidance of any actual, potential, or apparent conflict of interest or any abuse of their position of trust. Intech employees designated as an Access Person or Investment Person are required to disclose and provide statements for all brokerage accounts in which they have beneficial ownership and to pre-clear personal transactions in covered securities, including but not limited to stocks, bonds, real estate investment trusts (REITs), and Exchange Traded Products (ETPs). Access Persons may not transact in a Covered Security on the same day that the security has been actively traded in a client account if they knew or should have known that a client would be trading that security on that day and must hold Covered Securities for a specified period of time, with more restrictive limits for Investment Persons, who have access to current account holdings and trading activity. Further, Access Persons and Investment Persons may not profit from transactions in Covered Securities if certain minimum holding periods are not met, are prohibited from trading in any securities on any restricted list, and are generally prohibited from participating in initial public offerings. Intech’s Compliance Department monitors the activities of Intech employees to identify any violations of the Code of Ethics. In addition, Intech employees are required to report any known or suspected violations of the Code of Ethics. All potential deviations from or violations of the Code of Ethics are presented to Intech’s Ethics Committee. The Ethics Committee may impose any sanctions it deems appropriate,

Potential conflicts of interest exist when an investment adviser manages more than one client account. Intech buys and sells securities of issuers or engages in other investments on behalf of more than one of its clients, including affiliated accounts. As a result, Intech gives advice and/or takes actions in the performance of its duties with respect to clients in any given strategy that can differ from the advice given, or the timing or nature of actions taken, with respect to other clients that invest in some of the same securities or strategies. Intech believes its mathematical process and the procedures it has established are reasonably designed to mitigate these potential conflicts and risks. Specifically, Intech’s systematic and programmatic approach to trade implementation significantly reduces portfolio managers’ discretion to favor one account or group of accounts over another. Allocations are based on computer-generated target weightings. All scheduled trades are pre-allocated to client portfolios, and similar trades for all portfolios are aggregated at the time of order entry. Where market conditions and applicable trading practices permit trade aggregation, clients participating in aggregated trades generally receive the average execution price for trades in the same securities with the same order characteristics, including the issuer, side (or trade direction), and settlement terms. In cases where capacity is limited or trade sizes vary, allocations are made on a pro-rata basis to promote fairness among client accounts.

Intech will not execute any principal or agency cross securities transactions for client accounts. Intech will also not intentionally cross trades between client accounts. However, Intech’s mathematical investment process results in situations in which some of its accounts may sell securities when other accounts purchase the same securities at or about the same time. All such transactions are executed through different unaffiliated brokerage firms. See Item 12 -

Charitable Contributions and Sponsorships From time to time, Intech may make charitable contributions or sponsorships to organizations that are affiliated with clients, supported by clients, or supported by individuals employed by its clients. In general, such contributions or sponsorships may be made in response to requests from clients or their

Brokerage Practices for more information.

personnel. Because these arrangements have the

Intech does not maintain proprietary trading accounts.

products or services, they present a potential conflict

However, from time to time, Intech provides seed

of interest.

money to fund a separate account for a new and/or existing strategy or other pooled investment vehicle advised by Intech. Seed capital accounts are subject to the same investment guidelines as those applicable to other client accounts to help mitigate conflicts of

potential to result in the recommendation of Intech’s

Intech maintains procedures to review the dollar amount and frequency of charitable contributions and sponsorships to mitigate such conflicts. Contributions are made directly to the recipient organization and not

interest.

to individuals. Such organizations will typically be

Political Contributions

under Section 501(c)(3) of the Internal Revenue Code,

Corporate and employees’ political contributions to U.S. or non-U.S. government officials, if not prohibited by law or regulation, may violate Advisers Act Rule 206(4)-5, known as the “pay to play” rule, or raise potential conflicts of interest. As a result, Intech maintains policies and procedures, which limit the amount of contributions to political candidates or elected officials. Employees are not permitted to make political contributions on behalf of Intech or any of its affiliates or use corporate assets without approval. All employees must obtain written approval from Intech’s Compliance Department before making any personal political contributions or engaging in political activities. Employees who are classified as Covered Associates must also obtain written approval from Intech’s Compliance Department before a spouse or spousal equivalent, if legally permitted under United States law to make political contributions, makes a personal political contribution. Contributions that impact Intech’s or any of its affiliates’ ability to obtain or maintain business relationships or contracts will be denied if there is a federal, state, local, or contractual limitation that would impact Intech’s ability to do business.

charitable organizations, such as those qualifying although in certain circumstances sponsorships may be made to nonprofit professional associations or similar organizations that serve a legitimate professional, educational, or community purpose. No contribution or sponsorship will be made if it implies that continued or future business with Intech depends on the contribution.

electronic communication proficiency, and certain

of best execution where market conditions and

qualitative factors. A proprietary scoring system

applicable market practices permit trade aggregation.

incorporating trading costs and trade affirmation rates,

Clients participating in aggregated trades generally

among other factors, is continually monitored and

receive the average execution price for securities with

communicated to each broker. Intech scores brokers

the same order characteristics, including issuer, side

on their total-cost performance and future trades are

(or trade direction), and settlement terms. For

dependent on consistent low-cost performance and

aggregated trades, transaction-related expenses,

error-free administration of executions.

including ticket charges where applicable, are generally

The selection of broker-dealers used to execute orders depends on trade type and past-execution performance. Intech gives primary consideration to obtaining the most-favorable price and efficient execution. Paying a higher commission than would otherwise be necessary for a particular transaction is possible when, in Intech’s opinion, to do so would further the goal of obtaining the most-favorable

allocated on a pro-rata basis among participating accounts. In the infrequent case where a broker is unable to complete the entire order in one business day, the broker is instructed (and Intech's trading system verifies) to allocate the executions on a prorata basis across client accounts, based on the original order file with transaction-related expenses allocated on a consistent basis.

available execution and ensuring the transaction as a

Intech’s mathematical investment process results in

whole represents the best qualitative and quantitative

situations in which some of its clients sell securities

execution. Commissions are negotiated with brokers

when other clients purchase the same securities at or

on the basis of the quality and quantity of execution

about the same time. To reduce the likelihood of the

services they provide, in light of generally prevailing

orders matching up in the market and help preserve

commission rates with respect to any securities

the confidentiality of Intech’s trading activities thereby

transactions involving a commission payment. On a

supporting improved execution, Intech typically uses

quarterly basis, Intech uses a third-party trading-cost

different brokers when buying and selling the same

consultant to independently evaluate Intech’s total

securities on the same day.

trading costs.

Intech generally trades foreign currencies only to the

When Intech deems the purchase or sale of a security

extent needed to effect settlement of equity trades or

to be in the best interest of its clients, Intech will

convert currency balances. Unless directed by the

generally aggregate the securities to be sold or

client, Intech does not automatically repatriate foreign

purchased to obtain the most-favorable price or lower

income to the base currency in an effort to limit

brokerage commission and efficient execution

unnecessary foreign currency transactions.

(including speed of execution and confidentiality of trades). The allocation of the securities purchased or sold, as well as the expenses incurred in the

Intech also maintains certain referral arrangements, as described in Item 14 – Client Referrals and Other

transaction, will be made by Intech in accordance with

Compensation.

its pre-allocation policy in the manner considered to be

Soft Dollars

most equitable and consistent with its obligations as an investment adviser. As explained in Item 11 - Code of Ethics and Participation or Interest in Client Transactions and Personal Trading, all trade allocations are based on computer-generated target weightings.

Intech has entered into soft dollar arrangements with its approved executing broker-dealers. Under these arrangements, broker-dealers will designate a portion of any brokerage commission generated by a client’s account towards a credit, which can be used to provide

Intech with certain research and brokerage services

Moreover, soft dollar arrangements create a conflict of

(collectively referred to as “research services” in this

interest because they will cause clients to pay

section). Intech seeks to comply with Section 28(e) of

commissions higher than those charged by other

the Securities Exchange Act of 1934 (“Section 28(e)”),

broker-dealers in return for soft dollars (known as

which provides a "safe harbor" allowing an investment

“paying up”), in recognition of the value of the

adviser to pay more than the lowest available

research services provided by a broker-dealer. Intech

commission for research services if it determines in

is not obligated under any soft dollar arrangement to

good faith that: (1) the products or services offered by

generate a specific amount of brokerage commissions

the broker-dealer constitute eligible research services

and has internal procedures for allocating trades to its

under Section 28(e); (2) the research services provide

brokers as discussed under this item above, in return

lawful and appropriate assistance in the adviser’s

for soft dollar benefits. Securities transactions

investment decision-making process; and (3) the

conducted on a principal basis by a broker are not

commission paid is reasonable in relation to research

eligible for soft dollar credits and Intech does not have

services provided by the broker-dealer.

any affiliated broker-dealers.

Research services received by Intech that are paid

In addition to the above, there are differing definitions

using soft dollars include, but are not limited to data

of permissible “research” between U.S. and foreign

services such as index data, historical pricing data,

regulations, particularly in the European Union (“EU”).

real-time pricing data, market data (including stock

The research services used by Intech that are currently

quotes, last sale prices, and trading volumes),

paid for with soft dollars do not meet the definition of

Bloomberg terminals (used by the trading department

“research” under EU regulations. Consequently,

for order management purposes and to obtain real-

commissions for client accounts domiciled in the

time market information, news and analysis), FactSet,

EU/European Economic Area (EEA) will not be used to

trading analytics, as well as post-trade execution

pay for research through the soft dollar program.

services such as post-trade matching, electronic communication of allocation instructions between institutions and broker-dealers, and routing settlement instructions to custodian banks and broker-dealers’ clearing agents. More detailed information about the specific products and services paid for using soft

Certain other accounts are also not eligible to participate in the soft dollar program. These include accounts established before the program began that, under their contracts, prohibit the use of soft dollars, accounts domiciled in jurisdictions where soft dollars

dollars is available upon request.

are not permitted, and trades where Intech acts as a

Although soft dollar arrangements are common in the

another adviser responsible for broker selection and

asset management industry, they create inherent

trade execution. Such accounts and trades are

conflicts of interest. For example, using client

excluded from the soft dollar program and do not

commissions to pay for research services benefits

generate soft dollar credits.

Intech by allowing it to obtain resources without using its own assets, which increases Intech’s overall profitability. This creates an incentive for Intech to select brokers based on the research services they provide rather than based solely on its clients’ interest in obtaining the most favorable execution. In addition, soft dollar arrangements also create an incentive to trade more frequently to generate commissions that can be used to pay for the research services obtained through the arrangements.

sub-adviser and provides model trade allocations to

The exclusion of certain accounts and their associated trades from the soft dollar program creates a conflict of interest because research services obtained through the program benefit accounts excluded from the soft dollar program. Soft dollar commissions are typically generated through client trades executed in developed markets. Client portfolios with limited exposure to developed market securities, including portfolios managed

relative to benchmark universes that include a higher

From time to time, soft dollar credits may accumulate

proportion of non-developed market securities,

in excess of Intech’s projected near-term research and

generally incur a lower proportion of soft dollar

brokerage service needs. Such fluctuations can occur

commissions as a percentage of total brokerage

due to trading activity, the funding of new client

commissions than portfolios with greater exposure to

accounts, or market factors. Intech does not seek to

developed markets, including strategies benchmarked

accumulate or retain excessive balances and

to the S&P 500 Index, Russell 1000 Index, or MSCI

periodically takes action, including reducing

World Index.

commission rates, to bring balances in line with

Intech does not allocate the relative costs or benefits of research services among individual client accounts. However, Intech believes that, in the aggregate, the research services it obtains through soft dollar arrangements support the firm’s investment process and benefit all clients. These research services are not used solely for the accounts that generate the commissions but are used in managing all client accounts. Intech does not seek to match soft dollar benefits to the clients who generated them. As a result, some clients may bear more of the costs of soft dollar arrangements than others, and accounts that do not generate any soft dollar commissions may still benefit from research services acquired using

projected expenditures. The Soft Dollar Committee monitors credit levels and reviews whether balances remain appropriate in relation to anticipated research needs. Intech believes these practices help ensure that soft dollar arrangements are managed responsibly and consistent with client interests.

Securities Lending Clients may enter into securities lending arrangements to defray custody or other client account costs or for other reasons. Intech is not a party to such arrangements and may or may not be aware of their existence. Rule 204 of Regulation SHO under the Securities Exchange Act of 1934 requires timely

commissions from other accounts.

delivery on all sales of equity securities, which may

When Intech obtains research services on a soft dollar

whose securities are on loan when Intech decides to

basis for a mixed-use item (e.g., for both research

sell a position.

services and for administrative, marketing, or other non-research purposes), Intech will make a reasonable allocation, in good faith, of the cost between that portion which is eligible as research services and that portion which is not so qualified. The portion eligible as research services may be paid for with soft dollars and the non-eligible portion will be paid for by Intech with hard dollars. This allocation decision creates a potential conflict of interest because Intech determines the portion it must pay from its own resources. To address the conflicts of interest associated with the use of soft dollars, Intech’s Soft Dollar Committee conducts periodic reviews of soft dollar arrangements. This includes evaluating whether the commissions paid are fair and reasonable, whether the services continue to qualify under Section 28(e), whether additional disclosure is needed, and whether the arrangements remain consistent with Intech’s internal policies and disclosures.

have serious consequences for the accounts of clients

As a discretionary manager, Intech has discretionary authority to sell any security in any client account when Intech believes it to be appropriate in light of client investment objectives and Intech’s investment strategy. Intech may therefore direct a client’s custodian to deliver securities sold from a client account at any time. If an equity security is sold and is not available in the client’s account for settlement because it is on loan, the sale may result in a fail to deliver. In the event of a fail to deliver, the executing broker-dealer is required under Rule 204 of Regulation SHO to close out the fail by purchasing securities in the market at prevailing market prices within the timeframes prescribed by the rule. Such purchases may occur at prices unfavorable to the client and may result in market risk and potential losses to the account. This risk may apply to any client account that has entered into a securities

lending arrangement. If clients have apprised Intech of

with the guidelines agreed upon by Intech and each

their existing lending agreements, Intech will attempt

client. Other personnel may review client portfolios for

to work with the client’s custodian to determine

oversight, operational, client service, or informational

whether the securities subject to a sale are on loan.

purposes. In addition, separately managed accounts

However, Intech cannot guarantee that a client’s

and Private Funds are subject to reconciliation

custodian will have securities available or be able to

processes performed by independent third party

timely retrieve any securities that have been lent.

administrators, as applicable, to reconcile Intech’s

If the executing broker-dealer is required to purchase

records with those of the applicable custodian.

securities to satisfy delivery obligations, the client will

Depending on client preference, Intech provides clients

continue to own the securities that remain on loan and

with monthly or quarterly written reports showing

may be exposed to losses or market risk, depending

portfolio activity and performance for multiple time

on the terms of the client’s securities lending

periods, including current and year-to-date. These

arrangement. It is the client’s responsibility to ensure

reports typically disclose all portfolio holdings,

that its custodian makes securities available for

including cash, and include cumulative year-to-date

settlement on a timely basis.

information regarding dividends and interest earned.

Class Actions and Other Legal Proceedings Involving Securities Issuers Intech generally does not advise or act on behalf of its clients in legal proceedings, including class actions involving securities purchased or held in a client’s account. Upon request, Intech will provide historical trading information to assist a client in connection with the filing of a class action.

Reviews are conducted at least quarterly and more frequently as circumstances warrant. The Chief Investment Officer, the Deputy Chief Investment Officer, and the Chief Compliance Officer have primary responsibility for reviewing client portfolios to monitor that trading activity, performance, and portfolio composition are consistent

Intech pays for the opportunity, in the form of registration fees or other fees, to participate, along with other investment managers, in conferences sponsored by consultants or other parties. These conferences provide Intech with the opportunity to discuss a variety of topics with consultants, clients, and prospective clients. Intech generally relies on the consultant or other third-party to make the appropriate disclosure to their clients of any conflict of interest that they believe to exist due to their relationship with Intech. While industry consultants may recommend Intech’s investment advisory services to their clients, it is not Intech’s practice to pay consultants a fee for the referral of business or to involve itself in any “pay to play” relationships. Consultants’ fees are typically the responsibility of the client. Limited exceptions exist

including where Intech, per that consultant’s business

such Private Funds. Intech does not have actual

arrangement with its clients, is required to pay the

possession of any investor funds or securities; instead,

consultant a fee related to the amount the client

all such assets are held in the name of each Private

invests if awarded the mandate as a result of the RFP

Fund by an independent qualified custodian. Each

selection process. Intech does not sell, purchase or

Private Fund is audited annually by an independent

receive any other products or services as a result of

public accountant, and investors receive audited

any client referrals.

annual financial statements within 120 days after each

Intech has arrangements with unaffiliated firms that are not clients of Intech who refer potential

Private Fund’s fiscal year end, as required by the Custody Rule.

institutional investors to Intech. Intech compensates

For clients with separate accounts held at independent

such firms providing the referral. Under these

custodians, Intech encourages clients to carefully

arrangements, the compensation is typically based on

review the statements received from their custodian

a percentage of the management fees earned by

and compare those statements with the account

Intech or such other amount as agreed to between

statements provided by Intech. Intech statements may

Intech and the referring unaffiliated firm. The cost of

differ from custodial statements due to accounting

the referral fee is paid entirely by Intech and is not

procedures, reporting dates, or valuation differences

borne by the referred investor. Clients referred to

for certain securities. For more information about

Intech by unaffiliated firms will not be charged more

Intech’s account statements, see Item 13 – Review of

than similarly situated clients who were not referred;

Accounts.

however, the presence of these arrangements can affect Intech’s willingness to negotiate fees and as a result can affect the overall fees paid by referred investors. Referral arrangements, also known as “endorsements,” under the Advisers Act are entered

on the client’s country of domicile, there are

an advisory relationship.

government or regulatory limitations on investments in certain securities, which affect Intech’s ability to invest

Item 15 – Custody Intech typically does not have physical custody or possession of client funds or securities. However, under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”), Intech is deemed to have custody of assets of

in such securities. In addition to investment limitations imposed by applicable regulations, certain investment companies, commingled pools, and separately managed accounts have established certain restrictions on the types and quantities of securities that can be purchased.

certain Private Funds because Intech or a related person serves in a control capacity with respect to

delegate their proxy voting rights to Intech. ISS is an

not only with economic returns to shareholders and

independent proxy voting service provider, which

sound corporate governance, but also with the ethical

performs extensive research on factors relevant to

behavior of corporations and the social and

proxy voting, such as company management, policies,

environmental impact of their actions.

and practices. ISS has designed and maintains numerous different proxy voting guidelines which vary by country or by specialty factors such as environmental, social, religious or other issues.

Intech will not accept direction in the voting of proxies for which it has voting responsibility from any person or organization other than ISS and shares will only be voted in accordance with the ISS Recommendations

While clients are always free to vote their own proxies,

selected or accepted by the client. Additional

for those that delegate that to Intech, Intech has pre-

information about ISS and its proxy voting guidelines

selected two of the ISS proxy voting guidelines for use

is available on ISS’s website at

by Intech’s institutional clients. At their discretion,

www.issgovernance.com, or upon request.

Intech clients may direct ISS to apply one of the

Intech will only accept direction from a client to vote

following proxy voting guidelines when voting their shares: ISS Benchmark Proxy Voting Guidelines or ISS Socially Responsible Investment Proxy Voting Guidelines (collectively referred to herein as the “ISS Recommendations”). Clients may change their selected ISS Recommendations at any time as long as they select from the two options offered by Intech. Effective January 1, 2024, when Intech is granted proxy voting authority, and unless otherwise directed by a client, the default proxy voting guidelines for a client will be the ISS Benchmark Proxy Voting Guidelines. Clients are deemed to have accepted this choice unless or until the client directs Intech to employ a different set of guidelines or revokes its delegation of proxy voting authority. The ISS Benchmark Proxy Voting Guidelines are based on widely accepted good governance practices and principles. They are designed to assist institutional investors in meeting their fiduciary requirements with

proxies for its account pursuant to the ISS Recommendations selected or accepted by the client. Of course, clients are always welcome to retain proxyvoting authority, revoke previously granted proxyvoting authority, or select other proxy voting guidelines offered by Intech. In the rare event that a client chooses to delegate proxy voting to Intech, does not wish to choose any of the ISS Recommendations offered by Intech, and is not subject to any legal duty to vote in accordance with any specific guidelines, the client may opt to direct ISS to auto vote all its proxies in favor of management. Intech understands the importance of exercising its clients’ votes and will take all reasonable steps to exercise this right in all cases. However, in some circumstances, it is impractical or sometimes impossible for Intech to vote. For example, with

respect to clients that have elected to participate in

promptly providing such materials to Intech or clients,

securities lending, it is generally impractical and

upon request.

sometimes impossible for Intech to call back securities to vote proxies. Some markets require that securities be “blocked”1 or re-registered to vote at a company’s meeting. Absent an issue of compelling economic importance, Intech will generally not vote due to the

ISS uses an electronic vote management system that automatically populates each ballot with vote recommendations based on the specific ISS proxyvoting guidelines selected by the client without prior

loss of liquidity imposed by these requirements.

review by Intech, thereby enabling the automatic

Further, the voting proxies of companies located in

The pre-population of voting recommendations on a

some non-U.S. jurisdictions may involve several issues

ballot strictly adheres to each client’s selected proxy

that can restrict or prevent the ability to vote such

voting guidelines. Under no circumstances is ISS

proxies or entail significant costs. These include, but

authorized to deviate from a client's proxy voting

are not limited to: (i) proxy statements and ballots

guidelines.

being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer’s jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; (vi) requirements by some foreign sub-custodians to submit votes sooner than the official cut-off date; and (vii) requirements to provide

submission of votes in a timely and efficient manner.

ISS will not proceed with the automatic voting of prepopulated ballots if it has become aware that an issuer intends to file or has filed additional soliciting materials before the submission deadline. In such instances, ISS will consider such information prior to voting in order to promote voting in clients’ best interests. ISS has policies and procedures reasonably designed to promote proxy voting recommendations that are based on current and accurate information provided by

local agents with power of attorney to facilitate voting

issuers.

instructions. As a result, clients’ non-U.S. proxies are

Conflicts of Interest

voted on a best-efforts basis, after considering the costs and benefits of voting such proxies and determining that any issues presented are unlikely to have a material impact on shareholder value.

Intech is committed to acting in a consistent and transparent manner. Intech’s principal objective when voting proxies is to fulfill its fiduciary duty by acting in

Use of Proxy Voting Service

the best interests of its clients. Intech has adopted the

Intech has engaged ISS to assist in the voting of

of interest in connection with proxy voting:

proxies. ISS is responsible for coordinating with clients’ custodians to seek to ensure that all proxy materials received by the custodians relating to clients’ portfolio securities are processed timely. ISS is responsible for working with Intech to coordinate the actual votes cast. In addition, ISS is responsible for maintaining records of all votes cast on behalf of client accounts, copies of all proxy statements received by issuers, and

1Share blocking is a mechanism used by certain global jurisdictions, which

prohibits trading shares to be voted for a specified period of time prior to a shareholder meeting. Share blocking is intended to facilitate the voting process.

following procedures and controls to address conflicts

ISS shall vote all proxies on Intech’s behalf for clients that have delegated proxy voting authority to Intech, in accordance with the proxy voting guidelines selected or accepted by the client or, where applicable, the auto vote instructions provided to Intech and ISS. Intech conducts periodic reviews of proxy voting records on a sample basis to determine whether all votes are cast in accordance with the applicable proxy voting guidelines.

However, it constrains share trading, because a pending trade intended to settle during a blocked period may fail.

Intech’s default to the ISS Benchmark Proxy Voting

may present a potential or actual conflict, the matter

Guidelines for clients that grant Intech proxy voting

will be referred to Intech’s Proxy and Engagement

authority without specifying the applicable ISS

Review Group. To the extent that a conflict of interest

Recommendations presents a potential conflict of

is identified, Intech will vote the proxy according to the

interest because the default may enhance Intech’s

ISS recommendation unless otherwise determined by

ability to retain and attract clients whose preferences

the Proxy and Engagement Review Group.

align with these guidelines. Consistent with Intech’s fiduciary obligations, Intech

Reporting and Record Retention

has determined that the ISS Benchmark Proxy Voting

On a quarterly basis, Intech provides its clients with

Guidelines, represent a widely recognized,

the proxy voting record for that client’s account. Intech

independent, and systematically developed framework

retains proxy statements received regarding client

designed to promote long term shareholder value and

securities, records of votes cast on behalf of clients

sound corporate governance practices. Intech believes

and records of client requests for proxy voting

that, in the absence of specific client direction,

information. In addition, Intech retains copies of its

defaulting to these guidelines is designed to provide an

Proxy Voting Procedures and the relevant ISS Proxy

objective and disciplined approach to proxy voting that

Voting Guidelines. Proxy statements received from

is reasonably designed to serve clients’ best interests.

issuers are either available on the SEC’s EDGAR

This potential conflict is mitigated by the fact that

database or are kept by ISS and are available on

clients may, at any time, instruct Intech to apply alternative ISS voting recommendations or retain or

request. All proxy voting materials and supporting documentation are retained in accordance with

reclaim direct control over their proxy voting authority.

regulatory recordkeeping requirements.

Intech will promptly implement any such instruction in

Monitoring of Proxy Voting Service Provider

accordance with client direction. Intech is not authorized to override any ISS voting recommendation except upon the receipt of express

Intech relies on ISS to provide proxy voting

written authorization from Intech’s Proxy and

recommendations and to vote proxies in accordance

Engagement Review Group. Intech will maintain

with the proxy voting guidelines selected or accepted

records of all overrides, including all required

by clients. Intech conducts periodic reviews of proxy

authorizations.

voting records on a sample basis to confirm that votes

Any attempts to influence the proxy voting process must be reported immediately to Intech’s Chief Compliance Officer. At least annually, Intech reviews ISS’ Policies,

are cast in accordance with the applicable ISS proxy voting guidelines and client instructions. Monitoring activities may include, as deemed appropriate: ▪

the ISS Guidelines selected by the client are

Procedures, and Practices Regarding Potential Conflicts

being followed;

of Interest (“ISS’ Conflict Policy”), which addresses conflicts of interest that could arise in connection with

▪

and competency to carry out its proxy

assess whether ISS’ Conflict Policy is reasonably

obligations;

designed to minimize such potential conflicts of

In light of such procedures and controls, potential or actual conflicts in the proxy voting process are rare. In the unusual circumstance that a particular proxy vote

Conducting periodic due diligence reviews to determine if ISS continues to have capacity

advisory services provided by ISS or its affiliates, to

interest.

Sampling of votes cast by ISS to confirm that

▪

Reviewing ISS’ policies and procedures, with a particular focus on those relating to identifying and addressing conflicts of interest and ensuring that current and accurate information is used in creating recommendations;

▪

Inquiring as to ISS’ compliance with relevant regulatory regimes, including the SEC and the European Union; and

▪

Reviewing material changes to ISS’ policies and procedures, particularly with respect to conflicts, ownership changes, or material business practices (e.g., entering or exiting new lines of business).

Review of Policy Intech periodically reviews this policy and the proxy voting services provided by ISS, including its voting recommendations, to evaluate whether the continued use of such services is in the best interests of clients.