Galliard is an institutional investment advisory firm specializing in fixed income and stable value management. Galliard was founded in 1995 by John Caswell (Retired), Richard Merriam (Retired) and Karl Tourville (Retired) (the “Founding Managing Partners”). At its founding Galliard was a wholly-owned subsidiary of Norwest Bank, now Wells Fargo Bank, N.A. (“Wells Fargo Bank””) a subsidiary of Wells Fargo & Company (“Wells Fargo”) a diversified financial services company. Effective July 1, 2017, Galliard became a wholly-owned subsidiary of Wells Fargo Asset Management Holdings, LLC, a wholly-owned subsidiary of Everen Capital Corporation, which is wholly-owned by Wells Fargo. As Galliard has operated independently from Wells Fargo since its inception, the Founding Managing Partners implemented succession planning for their own and other key leadership roles. This succession plan has been reinforced by Galliard’s committee structure, which is designed to provide oversight, governance and continuity of Galliard’s investment philosophy and operational processes. The committee structure facilitates consistency and integration in the implementation of Galliard’s management strategies and risk management processes, provides opportunities for cross-training and development and supports personnel across the firm in their Galliard roles. In addition, on an ongoing basis, Galliard’s executives delegate certain responsibilities to senior personnel to both facilitate employee development and support the firm’s succession planning efforts.

Galliard’s three Senior Managing Principals, Michael Norman, Andrew Owen, and Ajay Mirza are responsible for the strategic management of the firm. Michael Norman is responsible for client service, sales and consultant relations. Andrew Owen is responsible for operations and administration and Ajay Mirza is responsible for Galliard’s investment process, strategy and oversight of client portfolios. Michael and Andrew also serve as Co-Presidents of Galliard, and Ajay as Chair of the Galliard Investment Committee. Founding Managing Partners, Richard Merriam, who retired in November 2019 and Karl Tourville, who retired January 31, 2020, will provide consulting services to Galliard into 2022. Leela Scattum remains with Galliard as a Managing Principal focusing on stable value, with an anticipated retirement date in 2020.

In addition to the Senior Managing Principals, Galliard’s Operating Committee provides strategic direction and oversight for the firm. The Galliard Operating Committee includes the Senior Managing Principals and the following Senior Principals: Chad Foote, Nicholas Gage, René Hoogmoed, Andrea Johnson, Brandon Kanz, Jennifer Lammers, and Matthew Robertson, ensuring broad representation across the firm and its functions. Jennifer Lammers, who served as Galliard’s Chief Compliance Officer from 2013 through 2019, has, in addition to joining the Operating Committee, become responsible for Galliard’s front office operations. Brian Renelt, who has been with Galliard Compliance since 2010 and served as Deputy Chief Compliance Officer since 2018, became Chief Compliance Officer on January 1, 2020. Jennifer will provide transitional support as needed and serve as Galliard’s business liaison to compliance. Galliard’s committee structure and responsibilities, including the Operating Committee, are described further in this document and are unchanged from previous descriptions. Since its inception, Galliard has managed its client accounts using a team approach, with responsibilities generally assigned by asset sector or strategy. This approach has been in place since Galliard’s inception. The biographies of the individual professionals with these responsibilities along with those who have accountability for the management of client assets are included in Part 2B of Form ADV, which is also referred to as the Brochure Supplement. January 31, 2020 | 2 As of 12/31/2018, Galliard managed $90,758,860,725 on a discretionary basis and $1,130,190,664 on a non-discretionary basis, which includes all assets in stable value investment options for which Galliard provides investment advisory services.
Governance and Committees
Galliard maintains two primary oversight committees, the Operating Committee and the Investment Committee, each of which has specified sub committees and working groups. Membership on the primary oversight committees includes Galliard executive management, senior management, and Galliard staff with relevant functional responsibilities. Galliard periodically reviews the committees, sub-committees and working groups reporting up through the two primary oversight committees and refines responsibilities or structure as necessary to facilitate strategy implementation and oversight.

Galliard Operating Committee: The primary purpose of the Operating Committee is to oversee Galliard’s financial and operational performance, including business development, compliance and risk management. The Investment Committee also reports material issues related to Galliard’s management of client portfolios to the Operating Committee. The Operating Committee, which generally meets quarterly, has delegated authority to committees and working groups which report to the Operating Committee as follows:
• Compliance Committee: Chaired by Galliard’s Chief Compliance Officer, the Galliard Compliance Committee generally meets monthly and provides oversight of Galliard’s compliance program, including policy development, compliance testing, issue remediation and regulatory inquiries and examinations. o The Trade Error Group meets as necessary to evaluate possible trade errors or guideline violation issues, determine economic harm or benefit to impacted clients, if any, and recommend appropriate resolution. Information on trade errors is also reported to the Galliard Investment Committee
• New Business & Fee Committee: Chaired by Galliard’s Chief Administrative Officer, the Galliard New Business & Fee Committee meets as needed to review and approve new business opportunities, approve investment management fee schedules for new or existing clients and agreements between Galliard and its clients or other third parties. o The Client Contract Working Group reviews proposed or revised investment management and counterparty agreements and reports their results and recommendations to the New Business & Fee Committee.
• System Governance Working Group: evaluates and prioritizes system development and enhancement requests and makes recommendations to the Operating Committee as to the allocation of Galliard’s technology resources.

Galliard Investment Committee: The primary purpose of the Investment Committee is to evaluate and approve recommended changes to Galliard investment strategies and provide oversight of Galliard’s management of its clients’ stable value and fixed income accounts. This includes performance, trading, valuation, the use of external (unaffiliated) investment managers, stable value investment contracts, and the resolution of trade errors. The Investment Committee and its two key strategy committees generally meet monthly. The sub-committees and working groups reporting to the two key strategy committees meet as needed, generally at least quarterly. The strategy committees and their sub-committees and working groups are: Stable Value Strategy Committee: Responsible for establishing and overseeing the implementation of Galliard’s stable value strategies, including the work of the following sub- committees and working groups: January 31, 2020 | 3
• Investment Contract Review Sub-Committee: Provides oversight and approval of stable value investment contract terms and standards as utilized by Galliard.
• External Manager Oversight Working Group: Reviews investment performance, compliance and ongoing due diligence results related to external (unaffiliated) investment managers used by Galliard clients seeking diversification as part of a multimanager stable value strategy.

Fixed Income Strategy Committee: Responsible for establishing and overseeing the implementation of Galliard’s fixed income strategies, including the work of the following sub- committees and working groups:
• Credit Working Group: Evaluates the results of credit analysis conducted on fixed income securities (and issuers) as well as the creditworthiness of investment contract issuers.
• Fixed Income Valuation Sub-Committee: Oversees execution of Galliard’s Valuation Policy and determines and/or approves valuations that cannot be determined using third party valuation sources.
• GIPS Working Group: Reviews and recommends changes to Galliard composites, implementation of changes to GIPS requirements and the results of Galliard’s independent review of GIPS compliance.
• Environmental, Social, and Governance (“ESG”) Working Group: Oversees adherence to, and implementation of, the Principles for Responsible Investment and monitoring developments with the ESG marketplace, accordingly.

Galliard believes that our integrated team approach and committee oversight are key to supporting the fixed income and stable value strategies and products offered to our clients.

Galliard Capital Management offers two main variations of fixed income management:

| Stable value management for qualified retirement plans, deferred compensation programs and 529 plans. | Customized active management against client-driven objectives and benchmarks.

The following is a summary of Galliard’s main lines of business:

Stable Value Management. Galliard offers its stable value management services in either separate account or collective fund strategies to plans qualified under Sections 401(a), or 401(k) of the Internal Revenue Code, 457(b) plans for governmental entities, 529 plans for qualified tuition programs or collective investment trusts under the Internal Revenue Service Ruling 81- 100. Galliard’s stable value management is designed to provide clients with vehicles for investment in a portfolio of securities and other financial instruments having fixed income characteristics, including, but not limited to, guaranteed investment contracts and security backed contracts, with the objectives of preserving capital and obtaining a moderate level of return. Galliard’s stable value strategy can be customized for separate account clients including those seeking manager diversification as part of a multimanager strategy as further described in Item 16. For ERISA qualified accounts and certain governmental plans seeking investment and reinvestment in a collective vehicle, Galliard serves as advisor to the Wells Fargo Stable Return Fund (“SRF”) and the Wells Fargo Synthetic Stable Value Fund, also known as the Galliard Managed Income Fund (“MIF”). The purpose of SRF and MIF is to provide qualified accounts with a vehicle for collective investment and reinvestment in a portfolio of securities and other January 31, 2020 | 4 financial instruments having fixed income characteristics, including, but not limited to, guaranteed investment contracts and security backed contracts, with the objectives of preserving capital and obtaining a moderate level of return. SRF and MIF are collective investment funds managed and trusteed by Wells Fargo Bank.

In certain cases Galliard also provides daily valuation services for defined contribution stable value portfolios for an additional fixed fee, which varies depending on services provided.

Fixed Income Management. Galliard offers separate account customized active fixed income management against client-driven objectives and benchmarks to institutional clients including corporations and U.S. government entities. Our fixed income philosophy and approach attempts to generate income and control risk.

Additionally, Galliard offers a customized strategy utilizing securities rated below investment grade, unrated, or subject to a higher risk of default at the time of purchase (“High Yield”). These securities generally present a greater risk of loss and experience more price volatility than investment grade securities.

Collective Bond Fund Management. Galliard serves as investment advisor to certain collective bond funds which are managed and trusteed by Wells Fargo Bank. The purpose of these bond funds is to provide qualified accounts with a vehicle for collective investment and reinvestment in a portfolio of fixed income securities.

Wells Fargo Funds Management, LLC (“WFFM”) Mutual Funds - Fixed Income Funds. Galliard provides fixed income sub-advisory services to its affiliate, Wells Fargo Funds Management, LLC, in managing certain mutual fund assets in the Wells Fargo Master Trust which are distributed by Wells Fargo Funds Distributor, LLC, member NYSE/SIPC.

In addition to the Wells Fargo Bank collective investment funds advised by Galliard and described above, Wells Fargo has other subsidiaries that also advise or sub-advise collective investment funds or mutual funds. Galliard’s investment advice will be based on each client’s individual needs, investment objective and assets as described by the client. Based on these factors Galliard may recommend the collective investment funds and/or mutual funds managed by Galliard or its affiliates to its clients. Such recommendations would result in revenue to an affiliate or Wells Fargo. please register to get more info

Galliard charges fees for investment management services based on a limited number of major distinctions among its clients. As a Wells Fargo subsidiary, Galliard has certain advisory fee schedules that are only applicable to accounts managed for Wells Fargo. Galliard has various fee schedules for other clients investing directly in Galliard’s stable value or fixed income strategies either through a collective fund or a separate account as well as a fee schedule for separate accounts in the high yield fixed income strategy. Management fees for stable value collective funds or stable value separate accounts are typically calculated and accrued daily based on prior day net asset value and paid quarterly as calculated by Galliard or specified by the client. Management fees for advisory services for assets solely invested in fixed income collective funds or fixed income separate accounts are typically calculated and billed based on the market value of fund assets as calculated by Galliard or as specified by the client. If requested by clients, fees can be based on a different January 31, 2020 | 5 methodology, including monthly calculation and monthly billing. Certain employee benefit plan portfolios are valued daily and accrue an advisory fee based on the daily book value of the plan portfolio. These fees are typically paid quarterly.

The specific manner in which fees are charged is established in a client’s written investment management agreement with Galliard. Reduced or negotiated fees could be applicable to accounts with special circumstances, such as large asset balances, wholesale relationships, and competitive bids through formal requests for proposals. Fixed dollar fees can be negotiated where clients receive advice but not discretionary management. In certain special circumstances, fees are paid in advance (and will be refunded pro rata upon termination of the investment agreement by either party). Below is a summary of the various fee schedules for investment advisory services.

Wells Fargo Bank Accounts Advisory Fee Schedules

Wells Fargo Bank Collective Funds

Stable Return Fund Accounts. For plan recordkeeping clients of Wells Fargo Bank that are invested in SRF, Galliard receives an advisory fee paid in accordance with the following fee schedule:

For all N class assets the fee payable is 0.20% For all I class assets the fee payable is 0.16%

Wells Fargo Funds Management, LLC (Wells Fargo Master Trust - Mutual Funds

Fixed Income Portfolios. For assets in the WFFM Mutual Funds – Fixed Income Portfolios, Galliard receives a sub-advisory fee paid in accordance with the following fee schedules:

Managed Fixed Income Portfolio

For the first $100 million in assets the fee payable is 0.20% For the next $200 million in assets, the fee payable is 0.175% For the next $200 million in assets, the fee payable is 0.15% For amounts over $500 million in assets, the fee payable is 0.10%

Galliard Fee Schedules (Non Wells Fargo Bank Accounts)
Galliard’s minimum account/relationship size for stable value strategy is generally $100 million for separate accounts and $1 million for accounts invested in SRF and MIF. Minimum account size for fixed income strategy is generally $25 million for separate accounts and generally $10 million for investment in collective bond funds. Minimum account size can be waived based on expected growth, total relationship or other factors as determined by Galliard. Stable Value Management. For the portion of a client’s assets invested in SRF, MIF, the Galliard Retirement Income Fund (“RIF”) which is wholly invested in MIF or a stable value separate account sourced by Galliard, the following table represents the maximum fee schedule applicable: For the first $50 million in assets, the fee payable is 0.35% For the next $50 million in assets, the fee payable is 0.30% For the next $100 million in assets, the fee payable is 0.25% January 31, 2020 | 6 For amounts over $200 million, the fee charged on any balance would be negotiated Fixed Income Management. For the portion of a client’s assets which are invested in a fixed income investment strategy, whether in separate accounts or the Wells Fargo Collective Bond Funds sourced by Galliard, the following table represents the maximum fee schedule applicable:

For the first $50 million in assets, the fee payable is 0.30% For the next $50 million in assets, the fee payable is 0.25% For the next $100 million in assets, the fee payable is 0.20% For amounts over $200 million, the fee charged on any balance would be negotiated

High Yield Fixed Income Management Fee Schedule. In the event that a client selects a primarily High Yield strategy for their portfolio additional fees would apply to that portion of their assets, as represented by the maximum fee schedule listed below:

For the first $25 million in assets, the fee payable is 0.50% For the next $25 million in assets, the fee payable is 0.40% For the next $50 million in assets, the fee payable is 0.30% For amounts over $100 million, the fee charged on any balance would be negotiated

Assets that are invested in a collective fund are subject to management fees from either Galliard or the trustee, but not both. Clients investing in a collective fund sign a participation agreement with the trustee which discloses any applicable fees including but not limited to operational and/or trustee fees.

Other Fees

If requested by a client, Galliard provides advice to other institutions or advisors regarding new investment products where it does not directly manage assets but serves as advisor in selecting assets, investment contracts and/or managers and monitors their performance on an ongoing basis. Fees for this service would be negotiated in each circumstance as a percent of assets advised or a fixed fee.

Some Galliard clients may also be clients of other Wells Fargo subsidiaries. Any fees charged by these other affiliates are delineated in contracts executed between those Galliard clients and the affiliates involved. Galliard is generally not a party to these agreements. please register to get more info

Galliard does not manage investments for its own account. Galliard provides its services to institutional clients only and does not directly manage investments for any employee of the firm. In rare cases, Galliard has entered into performance-based fee arrangements with certain clients. Galliard does not currently have any performance-based fee arrangements. January 31, 2020 | 7 please register to get more info

Galliard provides investment advisory services to institutional investors, including but not limited to: Banking or Thrift institutions; Corporate and Public Employee Benefit Plans; Taft-Hartley Plans; Private and Public Foundations and Endowments; Public Entities; other taxable and tax exempt organizations and trusts; as well as Bank Owned Life Insurance (“BOLI”) and Company Owned Life Insurance (“COLI”) products.
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LOSS


Galliard’s Investment Committee provides formal oversight of Galliard’s stable value and fixed income investment strategies, portfolio positioning, economic outlook, trading and performance generally on a monthly basis. The committee is also responsible for validating risk parameters for all investment strategies. The Investment Committee and its sub-committees and working groups oversee Galliard’s integrated team approach to the management of its clients’ stable value and fixed income portfolios. Refer to Item 4 for additional information about the sub- committees and working groups.

Fixed Income Investment Decision Making
Galliard’s fixed income approach emphasizes high quality and broad diversification with an emphasis on risk control and is the foundation for both fixed income and stable value portfolios. Galliard’s fixed income portfolios are managed blending top down and bottom up disciplines into the overall investment decision making process. Galliard’s Fixed Income Team implements the investment strategy on a daily basis for each client portfolio. This includes idea generation, relative value analysis, credit review and analysis, and trading. While most trade ideas are discussed before execution among traders, analysts and if needed client portfolio managers, transactions are reviewed in the daily investment meetings attended by the investment staff, which typically includes one or more Managing Partners.

Galliard’s Fixed Income Team is comprised of Sector Teams and Client Portfolio Management Team. Following is additional information regarding the structure and responsibilities of Galliard’s Sector and Client Portfolio Management Teams.

Sector Teams. Galliard’s Credit Sector Team and the Structured Sector Team are responsible for implementation of sector strategies and individual security selection within client portfolios. Each team consists of a sector head, traders and designated analysts who meet periodically to discuss and refine current sector strategy, discuss credit reviews and investment opportunities and provide information to the Investment Committee. Client Portfolio Management Team. The Client Portfolio Management Team is responsible for monitoring client accounts, including reviewing portfolio activity and positioning regularly. The Client Portfolio Management Team works in conjunction with the Sector Teams and the Investment Committee to ensure client portfolios are January 31, 2020 | 8 managed in accordance with a client’s specific guidelines and objectives and within or consistent with the established investment strategy for that account. Galliard’s approach also recognizes that Environmental, Social, and Governance factors are often financially material risks and Galliard integrates these risks into our analytical process. Galliard is a signatory of the United Nations Principles for Responsible Investment. Galliard’s Sector Teams evaluate ESG-related issues as part of the credit analysis to the extent those factors pose a material risk. ESG factors are an important component of Galliard’s analysis but not the sole determinant of investment decisions.

Stable Value Investment Decision Making
Galliard believes that stable value portfolio management must be integrated within the broader fixed income management process. The key building block of Galliard's stable value portfolios is traditional fixed income management as described in the Fixed Income Investment Decision Making section above. Galliard employs techniques with particular emphasis on high quality securities, broad diversification, adequate liquidity, controlling interest rate risk (duration) and a disciplined risk management and investment process designed to identify the best fundamental values in all fixed income sectors.

The stable value process incorporates input from Galliard’s Fixed Income Team and Galliard’s Contracts Team, which is primarily responsible for supporting Galliard’s contract issuer relationships and negotiating/executing contracts. Contract level strategy responsibilities include selection of and diversification among approved contract issuers and contract types, preparation of bidding specifications, and review of account-specific contract terms. Portfolio allocation decisions are made regarding allocations to each account’s liquidity buffer and approved underlying fixed income investment managers, strategies, and vehicles. Allocation decisions are informed by the overall strategy for each account, which is developed in consideration of a number of factors including each account’s objective and guidelines, expected cash flows, demographics, plan characteristics, client preferences, and the availability of stable value investment contracts and their terms. This process and it’s relation to the other functional areas of the firm is coordinated via daily cash flow monitoring and the daily investment meeting, bi- weekly stable value management meetings, monthly reviews of account allocations, and participation in relevant Galliard committee meetings.
Principal Risk Factors
As is true of any form of investment, there is the risk of principal loss or underperformance relative to benchmarks or other investment options. Underperformance or principal loss may be the result of many factors.

Risk of Loss in Stable Value– An investment in a stable value instrument is subject to certain risks. Some of these principal risks include: Availability of Investment Contracts. The structure of a stable value fund requires the use of investment contracts, also known as wrap contracts. At any given point in time, for reasons beyond Galliard’s control, an adequate amount of credit-worthy issuers of the investment contracts required by the fund may not be available. The inability of a stable value fund to purchase investment contacts may arise from a number of different causes. These causes could include the flow of additional assets from existing participants which investment contract providers are unable or unwilling to cover, the termination of existing investment contracts when replacements are not available, the January 31, 2020 | 9 exit of an investment contract issuer from the business of offering investment contracts, or other reasons. In addition, while an investment contract issuer is permitted to terminate an investment contract if breached for cause, under certain circumstances, an investment contract issuer can also terminate the contract without cause. If terminated without cause, participants will receive contract (or book) value. If there is no other provider willing to provide a comparable replacement investment contract, assets of the fund could be weighted more heavily in cash or cash equivalent vehicles than might be otherwise desirable, which could impact the yield of the fund.

Cash Flow Risk. This is the risk, in the context of a stable value fund, that the net effect of a fund’s contributions or withdrawals will have a negative impact on the fund’s blended yield, thereby decreasing the income which the fund generates for participants, or ultimately resulting in the need to invoke the terms of the coverage provided by the fund’s investment contracts. Also included in this risk is the notion that cash flows may be different than expected, making it more difficult to manage the investments in the fund. For example, as interest rates fall, investments due to positive cash flow from participant contributions and transfers may earn a lower rate of interest than the fund’s current crediting rate.

Crediting Rate Risk. A stable value account’s yield is the weighted average of all of the investment contracts’ individual crediting rates and the yield on the liquidity buffer portion of the client’s portfolio. In circumstances where the investment contract’s market value is less than its contract value, the crediting rate will lag behind market yields in order to bring the account’s market value as near to book value as is practicable. In these circumstances, the investment return may be lower than the income earned by the underlying securities in accordance with the terms of the investment contract. While designed with the intention of minimizing any deviation between market and book value, a secondary effect of the implementation of this strategy by the investment contract issuer may be to accelerate redemptions, thereby potentially increasing the cash flow risk. In addition, certain investment contracts also include provisions to accelerate the amortization of the difference between market and book value if the ratio of the market value to the book value falls below a certain threshold. In these cases, the stable value account’s yield may be reduced.

An investment contract’s crediting rate provides a fixed return for a period of time until the next rate reset. Typically, these rates are reset quarterly but could be reset more or less frequently. The use of the crediting rate formula and periodic reset schedule allow the contract’s return to generally track market rates over time on a lagged basis. For example, in an environment where interest rates are rising, the crediting rate could be lower than prevailing interest rates. The crediting rate formula’s components include the underlying asset’s yield, duration, and market value in addition to the book value. The management of these key variables can affect the volatility of the contract’s overall crediting rate and, thus, the stable value account’s yield. Investment Contract Risk. A stable value fund’s investment contracts are designed to enable the fund to utilize book value when executing investor transactions. There is no assurance this valuation can be maintained. There is the risk that the contract issuer will default on its obligation under the contract, or that another event of default may occur under the contract rendering it invalid; or that the contract will be terminated before a replacement contract is secured. January 31, 2020 | 10 In addition, the contracts may contain terms which reflect circumstances in which the underlying securities may be excluded, in whole or in part, from book value treatment. If these underlying securities were not provided book value treatment, they must be priced at market value and could impact the value of the fund and your investment. While the specific terms of the fund’s various investment contracts will differ among the contract issuers, here are a few examples of circumstances where book value treatment could be at risk:

Credit Impairments. A credit impairment of an underlying security generally occurs when that security is downgraded below a certain minimum threshold or is otherwise negatively affected by reports issued by a nationally recognized statistical rating organization. These impairments can occur even if the underlying security is not in default and maintains a rating equal to or above investment grade. A default occurs when the security fails to pay required payments of interest, the issuer becomes insolvent or the issuer disclaims liability to future payments as well as other events. Defaults and other impairments of underlying securities are generally excluded from coverage by the investment contracts’ book value treatment, subject to certain allowances and/or cure periods. Acting within the investment guidelines applicable to the portfolio, the portfolio relies on the credit analysis of its investment advisor (or any sub- advisors) to avoid buying or holding securities which may become impaired or experience a default. However, there is no guarantee that this risk of credit impairment or a default can be avoided. If underlying securities are excluded from the investment contract they must be priced at market value which could impact the value of the portfolio.

Likewise, the issuer of an investment contract may suffer credit impairment, which potentially affects the ability of the portfolio to exercise the protections offered by the investment contract. If a credit impairment were to occur, affecting an investment contract issuer that put in doubt the issuer’s ability to comply with the terms of the investment contract, the investment contract would have to be accounted for at market value, rather than book value, thereby creating the potential for a loss in the value of the investment.

Certain Employer-Initiated Withdrawals. Most investment contracts limit the book value coverage provided for participant withdrawals arising as a result of an employer initiated event. This limitation could cause participant transactions to be executed at market value rather than book value. If this happens, participants could incur a loss on their investment. Examples of employer initiated events include but are not limited to: a merger of the employer or spin-off of all or a portion of assets, significant restructuring or bankruptcy of the employer, group layoffs, implementation of early retirement and/or amendments or modifications to a plan Events of Default. Each investment contract recognizes certain “Events of Default” which can allow the issuer to terminate the investment contract immediately without payment of any amount otherwise required by the investment contract. While each investment contract contains unique events of default and each such event of default contains specific terms which reflect the requirements of each issuer, the events of default fall into certain general categories. Among these are: Underlying securities outside of the range of instruments which are permitted under the investment guidelines contained in the investment contract; fraudulent or other material misrepresentations made to the investment contract provider; changes of control of the investment advisor January 31, 2020 | 11 not approved by the contract issuer; changes in certain key regulatory requirements; or failure of the fund to be tax qualified. While Galliard seeks to minimize the likelihood of any loss of book value coverage from such events, there can be no assurance that such a loss of contract value coverage will not occur, which could result in a loss of all, or a portion of, your investment.

Risk of Investment in Other Funds. If a stable value fund invests in other funds, it bears the risks of each of those funds. There is no assurance than any of the underlying funds in which it invests will achieve their objectives. This includes investments in short term investment funds and /or money market funds which are subject to their own unique set of risk including such risks as violating contract terms, regulatory risk, interest rate risk, liquidity risk, credit risk and others.

Risk of Loss in Fixed Income – Fixed income investments are also subject to certain risks. Some of these principal risks include:

Counterparty Risk. With any agreement to purchase or sell securities or investment contracts there is the risk that the other party (known as a counterparty) will not fulfill its obligations. If a counterparty fails to fulfill its obligations, Galliard clients could be exposed to investment losses.

Credit Risk. Securities such as notes and bonds are subject to credit risk. Credit risk is the possibility that an issuer or credit support provider of an instrument will be unable to make interest payments or repay principal when due. Changes in the financial strength of an issuer or credit support provider or changes in the credit rating of a security may affect its value.

Derivative Risk. The term “derivatives” covers a broad range of investments, including futures, options and swap agreements. In general, a derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security or a specified index, asset or rate.

The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a portfolio’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the portfolio. The success of Galliard’s derivatives strategies will also be affected by its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Certain derivative positions could be difficult to close out when a portfolio manager believes it would be appropriate to do so. Certain derivative positions (e.g., over-the-counter swaps) are subject to counterparty risk. Transactions in futures contracts involve certain risks and transactions costs. Risks include imperfect correlation between the price of the futures contracts and the price of the underlying securities, the possible absence of a liquid secondary market for any particular instrument, the counterparty or guaranteeing agent defaulting, and trading restrictions imposed by futures exchanges due to price volatility. Futures contracts January 31, 2020 | 12 involve the posting of margin deposits, and movement in the underlying securities result in calls for additional payments of cash. The need to make such additional payments could require that securities be liquidated at a disadvantageous time. Foreign Investment Risk. Galliard purchases US$ denominated securities issued by foreign domiciled entities, including those commonly referred to as “Yankee Bonds”. However, Galliard does not purchase securities on foreign exchanges or through non- U.S. counterparties. Securities issued by non-U.S. domiciled entities are subject to additional risks, including potentially less liquidity and greater price volatility. These additional risks also include those related to adverse political, diplomatic, regulatory, market or economic developments, and potentially confiscatory levels of taxation, all factors which could impact the valuation and income of these securities. Individual foreign economies will differ favorably or unfavorably from the U.S. economy in such respects as growth of Gross Domestic Product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payment positions, which could also impact the valuation and earnings potential of these securities.

Inflation-protected Debt Securities Risk. Inflation-protected debt securities are structured to provide protection against the negative effects of inflation. Inflation is a general rise in the prices of goods and services which can erode an investor’s purchasing power. Unlike traditional debt securities whose return is based on the payment of interest on a fixed principal amount, the principal value of inflation-protected debt securities is periodically adjusted according to the rate of inflation and as a result, interest payments will vary. For example, if there is deflation, the amount of interest payable on such security will consequently be reduced. Conversely, if the index measuring the rate of inflation rises, the principal value on such securities will rise and the amount of interest payable will also increase. The value of inflation-protected debt securities is expected to change in response to changes in real interest rates. Generally, the value of an inflation-protected debt security will fall when real interest rates rise and inversely, rise when real interest rates fall.

Information Risk. The risk that information about a security is unavailable, incomplete or inaccurate, therefore impacting the investment decision making process.

Interest Rate Risk. Debt securities, such as notes and bonds, are subject to interest rate risk. Interest rate risk is the risk that if market interest rates rise the resale value of certain debt securities, including U.S. Government obligations may decline. Debt securities with longer durations are generally more sensitive to interest rate changes than those with shorter durations although in certain situations shorter duration securities may decline in price more dramatically than longer duration securities. Changes in market interest rates do not affect the coupon rate payable on an existing debt security, unless the instrument has adjustable or variable rate features, which can also mitigate its exposure to interest rate risk. Changes in market interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby affecting their value and returns. Issuer Risk. The value of a security may decline for a number of reasons that directly relate to the issuer such as management performance, financial leverage, and reduced demand for the issuer’s goods, services or securities. Liquidity Risk. This risk generally relates to the degree to which an investment can be easily sold or converted into cash. There is a risk that a security cannot be sold at the January 31, 2020 | 13 time desired, or cannot be sold without adversely affecting the price. Certain securities may attract less interest and/or fewer buyers and sellers (that is, be less liquid) and their prices may be more volatile than other securities. In addition, the differing securities market structures and various potential administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends, may reduce liquidity and adversely affect the value of some securities.

Management Risk. This is the risk that the investment techniques and risk analyses and operational duties used by portfolio managers will not produce the desired results, which may lead to unanticipated losses or underperformance or impact to coverage of investment contracts in the case of a stable value account.

Market Risk. The market price of securities owned in a portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value or become illiquid due to factors affecting securities markets generally or particular industries represented in the securities markets, such as labor shortages or increased production costs and competitive conditions within an industry. A security may decline in value or become illiquid due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. During a general downturn in the securities markets, multiple asset classes may decline in value or become illiquid simultaneously.

Multi-Style Management Risk. Because certain portions of the assets of certain client accounts are managed externally by different portfolio managers using different styles, those clients could experience overlapping security transactions. Certain portfolio managers could purchase securities at or near the same time that other portfolio managers are selling those same securities. This could lead to higher transaction expenses. Also different portfolio managers could purchase securities from the same issuer, thereby increasing issuer concentration.
Prepayment Risk and Extension Risk.
Prepayment risk is the risk that the issuer of a security owned within a portfolio will choose to repay all or a portion of the principal amount at a time when interest rates have declined. Because interest rates have declined, a portfolio may have to reinvest the proceeds at a lower interest rate which can reduce the portfolio’s return. Extension risk is when rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, these securities may exhibit additional volatility, including the lengthening of the securities expected maturity.

Regulatory Risk. Changes in laws, government rules and regulations may adversely affect the value of a security or impact the ability of a portfolio to function as normally expected. Changes in accounting treatment may also impact the value of a security or the ability of investment contracts to allow transactions at contract value. Sector Emphasis Risk. Sector emphasis risk refers to the fact that securities within an industry or sector share common characteristics and therefore, even when security diversification within a sector is present, a significant economic, political or market event could affect all securities in the same sector in a similar manner. Structured Products Risk. Mortgage and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in January 31, 2020 | 14 trust. In addition, mortgage dollar rolls are transactions in which a portfolio sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and asset-backed securities, including mortgage dollar roll transactions, are subject to many of the other risks identified in this section and particularly, liquidity, prepayment and extension risks. Additionally, while these securities provide some diversification by pooling assets together, this does not eliminate the risk of default, provide a guarantee of return, or provide protection from economic factors affecting the value of the individual securities or the sector which they represent. During periods of economic downturn, these securities may be subject to a heightened level of aforementioned risks, and particularly the risk of default on the underlying mortgages or assets.

U.S. Government Obligations Risk. Payment of principal and interest on U.S. Government Obligations (i) may be backed by the full faith and credit of the United States (as with U.S. Treasury bills and GNMA certificates) or (ii) may be backed solely by the issuing or guaranteeing agency or instrumentality itself (as with FNMA notes for example). In the case of U.S. Government Obligations which are backed solely by the issuing or guaranteeing agency, investors must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. In these cases, there is no assurance that the U.S. Government will provide financial support to its agencies or instrumentalities where it is not obligated to do so. Additionally, securities issued by these entities are subject to legislative and/or regulatory changes that may impact the entity and/or their future relationship with the U.S. Government.

Yield Curve Risk. Yield curve risk refers to the exposure that a security or portfolio may have in the event of changes in the yield differences required by investors between short and long term debt instruments, (i.e. the yield curve) that will affect the return of an investment either positively or negatively.

The lists above are not designed to be exhaustive, but instead are intended to provide a sense of the various factors which make an investment return far from certain, no matter what the context of the investment. please register to get more info

Galliard, as a registered investment advisor, is required to disclose all material facts regarding any legal or disciplinary events that may be material in your evaluation and integrity of Galliard and its management. Galliard and its management persons, as that term is defined by the SEC, are not currently subject to any such legal or disciplinary events. Wells Fargo and certain subsidiaries have been subject to certain disciplinary events which are disclosed in our ADV Part 1. please register to get more info

Wells Fargo Affiliation. Galliard is a wholly owned subsidiary of Wells Fargo Asset Management Holdings, LLC, which is a subsidiary of Everen Capital Corporation, which is wholly owned by Wells Fargo. Wells Fargo includes many entities with different business activities each considered to be affiliated with Galliard. In particular, some of these entities January 31, 2020 | 15 engage in their own trading involving the same securities that Galliard manages for its clients. This means that while Galliard is carrying out its fiduciary duties to its clients, other entities within Wells Fargo may be engaging in transactions that could create a conflict. For example, they could be selling the same security that Galliard is purchasing in its clients’ portfolios. In addition, these affiliated entities may be recommending to their own clients the buying or selling of securities in which Galliard clients have a material financial interest. It is also possible that a client of Galliard is a client of one or more of these entities and securities transactions in these different accounts might appear conflicted. With limited exceptions described below, these transactions by affiliated entities are independent of Galliard and are outside of the course and scope of Galliard’s investment advisory services. However, in order to manage these potential conflicts, Galliard has implemented policies and procedures designed to maintain effective business barriers and manage the confidentiality of its own information and activities, as described further below.

Brokerage Transactions with Affiliates. Wells Fargo owns multiple broker‐dealers which are, therefore, affiliated with Galliard. In order to limit any potential conflicts of interests when engaging in investment transactions on behalf of its clients, Galliard prohibits any trading with Wells Fargo affiliated broker dealers. Galliard itself is not a broker or a dealer. This means that all security transactions in a Galliard client’s portfolio are executed with independent third‐party broker dealers. Galliard’s policy prohibiting trading through affiliated broker‐dealers limits the potential conflict of interest, however occasionally, this limits Galliard’s ability to engage in certain securities transactions and to potentially take advantage of market opportunities, as discussed in Item 12 of this Brochure regarding the best execution of transactions.

Independent Activity by Wells Fargo & Subsidiaries. Galliard believes that subsidiaries of Wells Fargo from time to time recommend securities, proprietary products and/or services to Galliard’s clients. To the extent such recommendations are made, they are made independently of Galliard’s investment advisory services.

For certain new security offerings or existing securities, one or more Wells Fargo subsidiaries could act in an agency or principal capacity, including but not limited to acting as a bond trustee, paying agent, note registrar, loan servicer, syndicate co‐ manager, originator of an MBS, ABS or CMBS asset pool, remarketing agent, or lender in a bank loan syndicate (e.g., sales of pooled or packaged asset‐backed securities). When Galliard purchases securities where a Wells Fargo subsidiary could have a financial interest as described, Galliard has policies and procedures governing these transactions which are designed to mitigate identified potential conflicts.

It is Galliard’s policy to not purchase securities issued directly by Wells Fargo, from time to time Galliard portfolios hold publicly traded securities issued directly by Wells Fargo or its subsidiaries for various reasons, including but not limited to: 1) transferred accounts; 2) approved exceptions consistent with regulatory prohibitions and client requests; or, 3) positions resulting from Wells Fargo’s mergers and/or acquisitions. Provided that the securities were purchased when it was initially appropriate to do so, Galliard is permitted to continue holding such positions on behalf of clients in its discretion until it is prudent to dispose of them in the ordinary course of business. In addition, an entity that has a material ownership interest in Wells Fargo could be considered an affiliate of Galliard under ERISA, thus prohibiting Galliard from purchasing fixed income securities issued by that entity (and possibly its subsidiaries) in a client portfolio if it is governed by ERISA. January 31, 2020 | 16 Services Provided to Wells Fargo. Galliard provides investment advisory services to Wells Fargo subsidiaries including certain collective investment funds and accounts trusteed by Wells Fargo Bank. Wells Fargo Funds Management, LLC serves as advisor to the Wells Fargo Funds governed by the Wells Fargo Master Trust. Wells Fargo Funds Management, LLC is a registered investment company under the Investment Company Act of 1940. Galliard serves as sub-advisor to certain of these mutual funds and is paid a fee for its services. Andrew Owen, Senior Managing Principal, is also President of the Wells Fargo Funds. Galliard’s subadvisory relationship with the Wells Fargo Funds predates Andrew’s joining Galliard. In addition, the decision to hire, retain, or terminate subadvisors is made by the Wells Fargo Funds Board of Directors, which considers on an annual basis, factors including, but not limited to, fees and quality of services provided.

Galliard’s affiliates and service providers, located throughout the world, may need to access client information in connection with the provision of support services to Galliard. If client information is accessed, each entity maintains protective measures as described in our privacy policies. please register to get more info

Galliard has adopted a Code of Ethics pursuant to rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act of 1940, which sets forth its high standards of business conduct, and emphasizes Galliard’s fiduciary duty to its clients. All Galliard employees and certain other contract resources are considered “Access Persons” and covered by Galliard’s Code of Ethics.

Galliard’s Code of Ethics imposes specific disclosure and pre-clearance requirements and prohibits engaging in any transactions in securities which present a potential conflict of interest, or the appearance of a conflict of interest or impropriety, in connection with a client account.

All employees must also comply with the Wells Fargo Code of Ethics. Additionally, Galliard has adopted and complies with the CFA Institute Asset Manager Code of Professional Conduct.

Galliard employees are subject to reporting requirements, restrictions, and certain pre-clearance requirements for gifts and entertainment as well as political contributions, which are further described in specific policies. Galliard’s clients or prospective clients may request a copy of Galliard’s Code of Ethics by contacting Galliard Client Service at 800-717-1617 or galliardclientservice@Galliard.com. please register to get more info

Trade Execution. It is Galliard’s policy to seek best execution for security transactions. Galliard seeks to receive the highest bid/lowest offer on each transaction, while taking into consideration factors, such as: competitiveness of price; market conditions; access to the desirable securities at desirable volumes; willingness and ability to execute difficult or large transactions; value, nature and quality of any brokerage and research products and services provided; financial responsibility of the counterparty; maintenance of the orders; and the ability to settle trades. Other factors that are considered include: the ability of the counterparty to act with minimum market effect; act on a confidential basis; or to efficiently execute in unique, complex or less January 31, 2020 | 17 liquid securities; and the time sensitivity of the transaction. Galliard does not enter into soft dollar arrangements. Under its policies, Galliard could affect purchases/sales of securities between two client accounts if the transaction is beneficial, fair and equitable to both clients, generally referred to as a cross trade. Such transactions would be executed at the current fair market value, determined in most cases by obtaining three independent bid/offers and effecting the transaction at the mean of the bid/offer spread which saves both client accounts brokerage transaction costs. Galliard prohibits purchases/sales of securities between client accounts where an ERISA account is party.

Galliard has adopted trade allocation policies and procedures designed to manage potential conflicts of interest in the allocation of limited investment opportunities. Galliard’s objective is to ensure that over time, no advisory account will be favored over any other advisory account as to any available investment for reasons outside of the client’s investment guidelines and applicable law. Galliard will generally group trade orders for multiple clients (“Block Trades”) in order to gain efficiencies that may be available with a larger transaction (such as pricing or transaction costs.) Client orders might not be included in a Block Trade, if appropriate for various reasons, such as guideline requirements and/or cash flows.

In allocating Block Trades among accounts, Galliard considers certain factors including: each account’s investment objective(s) and risk exposure; restrictions and investment guidelines; available cash and ongoing liquidity needs; and existing holdings of similar securities; and overall risk targets. Advisory accounts with similar investment objectives will generally receive allocations based upon each account’s target asset class allocation and/or investment strategy as appropriate. While consideration of the foregoing factors may result in a pro rata allocation, strategic allocation decisions to rebalance portfolios that have experienced cash flows or to address other general account management issues (e.g., avoidance of odd lots) would likely result in allocations on a non-pro rata basis and/or certain accounts being excluded from a transaction.

Trade Errors. From time to time, inadvertent trading errors could impact a client account. If a trade error is identified prior to settlement, the security which is the subject of the error will likely be reallocated to another client if, at the time of such reallocation, the security is determined to be desirable to the client who is the proposed recipient of the security. The structure and availability of comparable fixed income securities, credit quality, income and amortization as well as holding period are factors considered when calculating gains or losses resulting from trade errors.

In accordance with policy, Galliard determines whether a trade error resulted in a reimbursable economic loss to a Galliard client, or resulted in an economic gain to be retained by the client account. Galliard follows internal procedures which consider these factors, among others, in calculating the economic impact to a client of a trade error. Galliard does not trade for its own account nor does Galliard have a “house account” used for correcting transactions. Any transactions required to correct a trade error will be conducted in the impacted client account. The trade error analysis and proposed resolution is documented and discussed with the impacted Galliard client. If a trade error results in a prohibited transaction under ERISA, Galliard will follow any additional regulatory requirements to correct the prohibited transaction, in addition to reimbursing an impacted Galliard client for the calculated loss (with any calculated gain being retained in the client’s portfolio). January 31, 2020 | 18 Galliard also utilizes information and data provided by third party vendors in making its investment decisions. While Galliard makes every effort to validate the accuracy of the information used in its investment process, a systemic, methodology, or calculation error in third party data might not be evident and could impact securities purchased or held in a client portfolio. Upon identification, Galliard will evaluate the issue and determine if it should be treated as a trade error. please register to get more info

Client accounts are reviewed on an ongoing basis by multiple functional areas within the firm, including senior management, client portfolio management, trading and compliance. The reviews include overall economic outlook, duration positioning, performance, trading activities, and compliance with investment objectives and guidelines.

Accounts are formally reviewed on a monthly and quarterly basis by Galliard’s Investment Committee. Additionally, client accounts are subject to an annual administrative review, with each functional area within the firm participating.

In accordance with Galliard’s Fixed Income Valuation Policy and procedures, the market value of a security for client month-end reporting purposes is determined by using security prices obtained from third party sources. If a price is not available from any of the third party sources or the price obtained from that third party source is not thought to represent the true value of the security based on the totality of the facts and circumstances then available, the Fixed Income Valuation Committee exercises reasonable judgment to determine the current value of any security, or approve a methodology to determine a price to be reported.

Client account holdings per Galliard’s records are reconciled monthly to holdings as reported by the client’s custodian, contract provider or other applicable source. Galliard produces and delivers reports including applicable client holdings (securities, contracts, collective fund units, cash and cash equivalents), sector and/or issuer allocation, performance figures and other relevant portfolio specific information on a quarterly basis or as requested for its clients. please register to get more info

Galliard shares fees received for investment advisory services with Wells Fargo. The amount of revenue shared varies depending on if the client is referred by Wells Fargo or not. Wells Fargo credits its revenue shared from Galliard to whichever business line it determines to be appropriate. Galliard also pays Wells Fargo a fixed allocation for services which include information technology, custodial services such as trust accounting, and other administrative support. In limited cases, Wells Fargo Bank bills Galliard directly for administrative services provided to a Galliard client. Separate from its revenue sharing agreement with Wells Fargo Bank, Galliard has entered into agreements to compensate certain non-affiliated companies for the referral of potential clients. Galliard provides disclosure to any prospective client who is subject to these referral agreements. January 31, 2020 | 19 please register to get more info

Each Galliard client selects its own qualified custodian and has their own agreement. Galliard does not maintain physical custody of client assets and Galliard does not select or recommend custodians to its clients.

Certain Galliard clients may select Galliard’s affiliate, Wells Fargo Bank as their custodian. Wells Fargo Bank may, based on its own determination and at its sole discretion, offer its custodial services at no charge to a Galliard client. Galliard is not a party to these, or any client custody, agreements. Galliard’s management fees would not be changed by a client’s selection of Wells Fargo Bank as their custodian. Galliard does not provide any compensation to the Bank for these services beyond those described in Item 14.

Clients should receive at least quarterly statements from their qualified custodian that hold and maintain possession of client assets. Galliard strongly urges its clients to carefully review the statements and compare the custodian statements to the account statements that Galliard provides. Please note that it is possible that our statements will vary from custodial statements based on our internal accounting procedures, reporting dates, and/or valuation methodologies of certain securities. Any questions regarding these statements should be directed to Galliard at the telephone number listed in Item 1. please register to get more info

In most cases, Galliard manages client assets on a fully discretionary basis pursuant to the investment advisory agreement and written guidelines agreed to with each client. This generally grants Galliard the authority to select the securities and investment contracts to be bought and sold within a client account. In select cases, Galliard does not have full discretionary authority and is required to receive formal approval of the selection and amount of securities to be bought and sold within a client account. In all cases, discretion is carried out in a manner consistent with each client’s investment objectives and guidelines, including any applicable limitations and restrictions.

Relationships with Other Investment Advisors. Certain Galliard clients desire manager diversification. In these situations Galliard works with these clients to allocate discretion of a portion of their portfolio to an unaffiliated registered investment adviser. The specifics of these relationships vary as described below.

Sub-Advisor. Some clients’ investment objectives authorize Galliard to contract directly with other unaffiliated, SEC registered investment advisors. In addition, under the terms of a service level agreement with Wells Fargo Bank, Galliard makes recommendations related to certain Wells Fargo Bank collective funds. The investment advisor which fulfills one or more of these roles is defined as a “Sub-Advisor.” Sub-Advisor Due Diligence. Where Galliard utilizes a Sub-Advisor, Galliard will perform certain due diligence reviews, as outlined below In addition, where Wells Fargo Bank is the Trustee of a collective investment fund and Galliard is serving as the advisor, Galliard performs Sub-Advisor due diligence on behalf of Wells Fargo Bank for the collective investment funds which Galliard serves as the Investment Advisor. January 31, 2020 | 20 In performing this due diligence function, Galliard monitors Sub-Advisors by utilizing certain oversight mechanisms. Galliard conducts periodic reviews of portfolio level information provided by each Sub-Advisor, including performance and other analytic characteristics, to ascertain whether the Sub-Advisor is operating within expected ranges given the performance of the overall market. Galliard also periodically monitors whether each Sub-Advisor is functioning within established investment guidelines for diversification, quality and interest rate risk (duration). Each Sub-Advisor’s performance is also measured against its respective fixed income benchmark or investment objective, and periodic review meetings or conference calls are also conducted. Galliard obtains certifications from each Sub-Advisor regarding compliance with investment guidelines. Galliard Compliance staff also conducts periodic Sub-Advisor due diligence of compliance programs, regulatory compliance and certain other policies and procedures.

Third Party Manager. Where Galliard is one of several investment advisors serving a client account, the client may request that Galliard make recommendations regarding the selection and retention of such advisors and/or direct the allocation of assets among Galliard and the other unaffiliated investment advisors. In these circumstances the client maintains the contractual relationship(s) with the advisor(s). These advisers are defined as “Third Party Managers”.

Third Party Manager Due Diligence. In certain situations, a client may request that Galliard recommend allocation decisions with respect to assets being managed among one or more Third Party Managers which have entered into investment advisory agreements with that client, even though those investment advisors may not have a direct contractual relationship with Galliard. In other cases, Galliard will, on its own initiative and subject to client guidelines, allocate assets among itself and any such Third Party Managers that have been engaged by the client within a specified range or perform certain limited due diligence functions set forth by client contract. In each of these circumstances, the client has not provided Galliard with authority to hire or fire the particular Third Party Manager which the client has engaged. Based on Galliard’s due diligence regarding the Third Party Manager, Galliard may provide a recommendation to the client regarding the ongoing use of the manager’s investment advisory services. The client will then determine what if any action it deems appropriate in response to Galliard’s recommendation.

As discussed in Item 4, the External Manager Oversight Working Group provides oversight of Sub-Advisors and Third Party Managers. The oversight includes evaluation of investment performance reports, reviewing portfolio compliance and investment guideline exceptions as reported by each Sub-Advisor and Third Party Manager, and approve evaluations and changes to evaluations for Sub-Advisors and Third Party Managers.

Where no other relationship exists and a client requests that Galliard create a report on the nature and characteristics of a larger portfolio where Galliard serves as an investment advisor for only a portion of the Portfolio, Galliard is not required to perform any due diligence on the investment activities of the unaffiliated registered investment advisors which the client has engaged and over whom the client has retained investment discretion. please register to get more info

As a fixed income manager, Galliard would not generally receive or vote proxies. On the rare occasion which requires Galliard to cast a vote relative to a bond indenture, in a default January 31, 2020 | 21 circumstance or provide a decision in a class action lawsuit, our policy is to vote/decide in the best economic interests of our clients. There is a possibility that Galliard may not be able to participate in voluntary corporate actions for our client accounts governed by ERISA when our affiliate Wells Fargo Securities is acting in certain roles on behalf of the issuer conducting the corporate action.

Clients may obtain a copy of Galliard’s proxy voting policy by contacting Galliard Client Service at 800-717-1617 or galliardclientservice@Galliard.com. please register to get more info

Galliard, as a registered investment advisor, is required to provide clients with certain financial information or disclosures about Galliard’s financial health. Galliard has no financial commitments or engagements that impair our ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. please register to get more info