J O Hambro Capital Management Limited (JOHCM), a company organized under the laws of the England & Wales, was launched in 1993. JOHCM became a registered investment adviser with the Securities and Exchange Commission (the “SEC”), under the Investment Advisers Act of 1940, in 2008 We specialise in providing discretionary investment advisory services across a diverse range of equity strategies. We offer our services through pooled vehicles (or investment funds) and to clients that establish separately managed accounts. Our origins in the mid-1990s were originally in managing an activist equity strategy. However, in 2001, we launched our first public equity strategies and this is the business that continues to this day. JOHCM conducts its investment advisory business on a global basis, both directly and indirectly through its affiliates. JOHCM wholly owns JOHCM (USA) Inc. (“JOHCM USA”) and JOHCM (Singapore) Pte Ltd. (“JOHCM Singapore”). JOHCM is in turn 100% owned by the holding company J O Hambro Capital Management Holdings Limited (“Holdings”). JOHCM, JOHCM USA, JOHCM Singapore and Holdings comprise the JOHCM Group. To the extent allowed by law, arrangements among all members of JOHCM Group and its employees may take a variety of forms, including but not limited to dual employee, delegation, participating affiliate, sub-agency or other servicing arrangements. Certain directors, executive officers, portfolio managers and employees of one entity within the JOHCM Group may also serve as directors, executive officers, portfolio managers and employees of one or more other entities within the JOHCM Group. This practice is designed to make JOHCM Group’s global capabilities available to clients in a coherent and uninterrupted manner within the varying global framework. In these circumstances, the member of the JOHCM Group with which the client has its investment management agreement will remain fully responsible for the account from a legal and contractual perspective. No additional fees are charged for the affiliate’s services except as set forth in the investment management agreement. Under a participating affiliate arrangement, JOHCM and JOHCM USA may both use the services of JOHCM Singapore or appropriate personnel for investment advice and portfolio execution and trading in Asian markets without specific consent by the client, except to the extent specifically restricted by the client in or pursuant to its investment management agreement, or in compliance with applicable law. JOHCM Singapore is incorporated in Singapore and is regulated by the Monetary Authority of Singapore. JOHCM Singapore is not subject to regulation by the SEC. To provide a US based presence for the JOHCM Group, we established JOHCM USA in early 2013 as a wholly owned subsidiary with an office in New York City and in September 2014 we opened a second office in Boston, MA. A third office was opened in November 2015 in Berwyn PA. JOHCM USA is now the home for our US based investment teams that provide advisory services directly to clients, along with client service, sales, distribution, marketing, trading and compliance teams that complement the existing services provided by JOHCM to US clients. JOHCM USA is a registered investment adviser with the Securities and Exchange Commission and further details are set out in its Form ADV, which can be located on the SEC’s website. Please see Item 10 for additional details regarding the nature of the relationship between members of the JOHCM Group. The JOHCM Group is indirectly wholly-owned by Pendal Group Limited (Pendal). Pendal is listed on the Australian Securities Exchange (ASX code: PDL) and has assets under management of $67.76 billion as of September 30, 2019, (including assets managed by the JOHCM Group). We currently manage funds through mandates in five equity asset classes and one multi asset strategy: the UK, Europe, Asia, Global and Global Emerging Markets equity strategies as well as our multi asset product, which are all offered to clients in a variety of countries worldwide through segregated mandates and in some countries, funds. These equity strategies cover UK, Pan and Continental Europe, Japan, Global, International, Asian and Emerging Markets strategies, and are described in greater detail in Item 8, below. When advising clients that are investment funds, the investment advice we provide to such funds is dependent on and limited to the investment objectives of the respective fund as set forth in the fund’s governing documents. Such investment advice is not based upon the individual needs of the investors in the fund. The information in this Brochure that describes or relates to the funds is qualified in its entirety by the offering documents of the respective entity. We also provide investment services to clients through separately managed accounts (or segregated mandates). When providing investment services to segregated mandates, we generally tailor our advisory services to the individual needs of such clients, including any specific guidelines or restrictions such clients may request. We do not participate in wrap fee programs. Assets under management for JOHCM as of September 30, 2019 stood at $36.791 billion, which includes RAUM of $36.090 billion and $701 million in model portfolios for which we provide investment recommendations. Total assets under management, for JOHCM Group as of September 30, 2019 were $36.801 billion (including RAUM and the model portfolios described above).

JOHCM‘s approach to investment advisory services We offer an alternative to the traditional investment management firms that have dominated the market for many years. We hire portfolio managers who are able to remain true to their own investment style without being held to invest in a company preferred list of stocks. We have an excellent record of investment professional retention. JOHCM has an entrepreneurial culture that aims to attract portfolio managers who have great confidence in their stock-picking skills. These are people who often have worked for major investment firms where they were bound to a corporate process, or restricted to core stock lists and set asset allocations. Our managers are free to invest - within agreed portfolio construction criteria - where they choose We expect people to deploy their proven and individual talents to their full extent for the benefit of our investors. Our culture is investment led. We are protective of investment integrity. Talented portfolio managers join the firm because they recognise that we care about protecting their performance records via capacity discipline and we are active in aligning their interests with those of investors and the firm. The definition of success for many investment houses is to attract the largest possible amount of assets in each offered strategy. Every time we launch a strategy, the portfolio manager determines the maximum amount of money that he or she is prepared to run in that strategy (including investment funds and segregated mandates). Once any strategy reaches its predetermined size limit, it is closed to new investors, giving the portfolio manager the conditions in which they can deliver and sustain outperformance and stay focused on the interests of our clients. Talented people, excellent research and hard work are every investment manager's stock in trade. However, we feel that it requires more than just exceptional asset management skills to exceed benchmarks; it also takes a special environment where all the supporting conditions and incentives that portfolio managers need to outperform are in place. JOHCM Aims to provide that environment. Unlike the other investment houses, our managers spend little time on office management and marketing-related activities. Being heavily involved in such matters does little to engender investment outperformance. By distancing managers from some of the peripheral activities associated with investment management and giving them the degree of scope and total support they need, we make our portfolio managers more accountable for the performance of the funds they manage. Also, when portfolio managers have all they need to get results, they have no reason to move on and every reason to stay. All of the above, coupled with our unceasing drive for outperformance, the self-imposed limits on strategy asset sizes and firmly committed portfolio managers, directly aligns our interests with those of our clients. please register to get more info

We generally offer two fee structures for clients (i) an advisory fee based on a percentage of assets under management (or management fee) or (ii) a lower management fee plus an incentive fee based on whether we out-perform the relevant benchmark. Management fees are typically paid quarterly in arrears and incentive fees are paid annually. With respect to clients that are investment funds, the custodian/trustee calculates the management fees, which are checked and approved by the JOHCM finance department, prior to the custodian/trustee forwarding payment to JOHCM. With respect to segregated account clients, the fees are calculated by JOHCM based on the asset values produced by their custodians and we send invoices to those clients for our services. Those clients may choose to instruct the custodian for the account to pay our fees or they may pay our fees directly. A representative fee schedule, as of September 30, 2019, for institutional segregated accounts managed by JOHCM Group for US clients is provided below, although it is expected that from time to time the fee charged following negotiation may differ from the illustrations below depending on the country in which the client is located and the nature, circumstances and requirements of the individual client. The client agreement will provide details for the termination of the agreement, which will be as agreed with individual clients for segregated accounts. The management fee is paid whether or not the account is profitable in a given quarter. The detailed investment management agreement with the individual client will specify whether fees are deducted from the client account or are payable separately.
Investment Strategy
Management Fee Range
Per Annum*
(No Performance Fee)
Management Fee Range
Per Annum*
(15% Performance Fee)
Global and International Equities - International Select - International Small Cap - Global Opportunities - Global Select

--
.75 – 1.00%
.65 - .80%


.55%
.55 - .75%
.50 - .60%
.55%
Emerging Markets Equities - Global Emerging Markets Opportunities - Emerging Markets Small Cap - Global Emerging Markets

.65%

1.25%
.90 – 1.00%

.35%

.90%
65 - .75%
Continental European Equities (excluding UK) - European Concentrated Value - European Select Value
.65 - .75%
.75 - .85%
.50 - .55%
.55 - .65% *Based on size of account. Fees may be tiered as asset levels increase In the foregoing illustration, where the client has elected to pay an Incentive Fee on its advisory account, we will be entitled to receive a Management Fee plus a performance based fee equal to 15% of the Relative Performance (as defined below) of the client’s account. “Relative Performance” means the excess of the account’s performance over the performance of the Index (for instance, the index for an International Small Companies mandate will typically be the MSCI All Country World ex-US Small Cap Index)calculated on a geometric basis, less any underperformance carry forward. Fees for pooled vehicles are included in the offering memorandum or the fund prospectus as applicable. JOHCM does not charge or receive compensation in connection with the sale of securities/private funds/mutual funds/or other investment products.
Other Expenses
As is usual for institutional segregated mandates, the client portfolio will bear the actual transactions costs such as brokerage commission and transaction fees. JOHCM does not provide custody services. Institutional segregated account clients select their own custodians and the costs thereof are governed by the clients’ own arrangements. In the case of investment funds, investors in those funds, in addition to bearing their proportional amount of the brokerage commissions, transaction fees and custodial costs discussed above, also bear other fees and expenses, including their proportional percentage of administration, audit and legal expenses. “Item 12 – Brokerage Practices” describes the factors that JOHCM considers in selecting or recommending broker-dealers for transactions and determining the reasonableness of their compensation (e.g., commissions). please register to get more info

Mandates managed by JOHCM include both those where remuneration is based solely on a percentage of net asset value and others where in addition there is a performance fee element. A representative fee schedule is detailed in Item 5 above. For any particular strategy, the relevant investment management team will typically have a mixture of mandates, some with performance fees and some without. This has the potential for conflicts of interest including for instance trading for the different categories of account at different times or the unfair allocation of trades between performance fee and non-performance fee accounts. Performance-based fee arrangements may create an incentive for managers to recommend investments that may be riskier or more speculative than those which would be recommended under a different fee arrangement. JOHCM has implemented policies and procedure that are designed to address these potential conflicts of interest, including procedures for the fair allocation of trades and investment opportunities, be they buy or sell decisions or participation in IPOs or other corporate activity. A fuller description of the types of conflicts which exist in our business and the procedures we have adopted to manage them is set out Appendix A. please register to get more info

JOHCM provides investment advisory services on a segregated basis to US institutional investors, including banks or thrift institutions; pension and profit sharing plans; foundations, family offices, trusts, estates or charitable organizations; or other corporate entities. The normal minimum size for such segregated accounts is $75 million. We also provide advisory and/or sub-advisory services to U.S registered investment companies and U.S. private investment funds. In our home markets in Europe, we act as investment manager to UK and Irish domiciled open ended investment companies (UCITS funds) and to pension funds and charitable institutions in the UK, Europe and elsewhere around the world. please register to get more info

JOHCM Approach JOHCM does not impose a house investment philosophy on our portfolio managers, but rather allows them to flourish in their own way. We offer them a chance to concentrate on pure fund management, by allowing them autonomy, accountability and ownership while we provide operational support. We have built our business by hiring a series of investment teams from other investment firms. These teams had developed their own investment philosophies and track records within their former firms before joining JOHCM. Without centralised research or committees, portfolio managers may apply their own individual philosophy to the strategies they manage and make their own decisions, within pre-agreed portfolio construction criteria. We offer a range of different investment strategies that are summarized below. This section concludes with risk factors that investors need to consider and details of our procedures for investment oversight.

Details of JOHCM Investment Strategies

Global & International Equities
International Select (World ex USA – EAFE)
Global Select
Managed by: Christopher Lees, Senior Portfolio Manager Nudgem Richyal, Senior Portfolio Manager
Strategy description
JOHCM International Select has been designed to offer investors a proposition of high conviction, benchmark unconstrained stock picking on a global ex USA (“EAFE”) basis. JOHCM Global Select provides access to the same strategy on a global basis. Its “4-Dimensional” investment process identifies what factor actually drives each stock; for example, stock specific idiosyncrasy, sector correlation, country correlation and how this changes over time.
Investment strategy
 The portfolio managers have a Growth at a Reasonable Price (GARP) investment philosophy, which is sometimes described as Core with a growth bias. They aim for consistency of returns, by exploiting multiple market anomalies/inefficiencies.  Growth and value disciplines are combined to help avoid the volatility that can occur in a single-style strategy, in an effort to obtain better risk-adjusted returns over the medium and long term  They use mean reversion and momentum as proven predictors of risk and return  They look for stocks, sectors and countries that have displayed long term underperformance (3 to 5 years) followed by short term outperformance (6 to 12 months).  They believe that markets are not efficient and correlations/betas change over time  They use a “4-Dimensional” investment process (stocks, sectors, countries, time/change) with factors weighted to what actually drives each share price.
Global Opportunities
International Opportunities
Managed by: Ben Leyland, Senior Portfolio Manager Robert Lancastle, Senior Portfolio Manager

Strategy description
The Global Opportunities strategy is a high conviction, benchmark unconstrained stock picking strategy that invests in both developed and emerging markets. International Opportunities provides access to the same strategy on a global ex-US basis. Experienced portfolio managers employ an investment philosophy and, focusing on companies that are capable of producing compounding growth over the long term.
Investment strategy
 Concentrated portfolios are constructed with no reference to any index.  The managers aim to “know a lot about a little” and cluster the portfolio around a few key areas of opportunity.  The process identifies companies with durable competitive advantages, strong balance sheets and opportunities for reinvestment.  Valuation is assessed in absolute terms, with reference to both best and worst case scenarios for long term cash flows.




International Small Cap
Managed by: Robert Cresci, Senior Portfolio Manager
Strategy description
The International Small Companies strategy invests in equity securities of non-U.S. small companies, across 45 countries and the 11 GICs Sectors. Companies considered to be small are those with a market capitalization below US$5 billion at time of purchase. The manager believes utilizing a disciplined fundamental bottom-up research approach will generate profitable insights, resulting in a portfolio of high-quality, durable growth companies and robust risk-adjusted returns over the long term. Using a long-established fundamental philosophy and disciplined investment process, the portfolio manager subjects each potential investment to fundamental analysis where the past five fiscal years’ financials and other corporate disclosures are reviewed to understand the particulars of the business (i.e. accounting treatments, operating procedures, market behavior, corporate governance); management is interviewed in an effort to clearly understand the business model, their growth strategy and action plan; on-site visits to company’s production facilities are conducted to verify balance sheet quality and the integrity of operations. These analytical efforts enable the portfolio manager to accumulate an understanding of the business and develop assumptions to construct an investment thesis and subsequent financial models for valuation purposes. Information is updated on an on- going basis based upon a company’s business performance, managerial developments and strategic progress. The portfolio manager assigns medium and long-term “mileposts” to test the rational of his investment thesis and value assumptions. Management contact occurs no less than semi-annually. The portfolio is built on a bottom-up stock-selection basis. Individual company investments are added to the portfolio based on their own merits. The investment horizon for each holding ranges between 4 – 7 years, allowing for the companies’ management to execute their growth strategies and the markets to fully recognize the value that the portfolio manager has identified. Investments will continue to be held as long as the strategy’s specific investment thesis remains intact and management continues to execute and invest in their growth strategy. Country and sector exposures reflect the results of stock selection, while diversification is ensured through established limits on number of individual holdings, countries, sectors and currencies.

Emerging Markets Equities
Global Emerging Markets Opportunities
Managed by: James Syme, Senior Portfolio Manager Paul Wimborne, Senior Portfolio Manager

Strategy description
The Global Emerging Markets Opportunities strategy aims to outperform its benchmark through a combination of top-down (country level) and bottom- up (stock level) active positions. The team believes in the importance of understanding the investment drivers and risks at the country level. They believe in only investing in companies that benefit from the top-down environment that they can foresee. They buy quality growth stocks at attractive valuations leading to a focused portfolio of 40-60 emerging markets stocks. Through an exhaustive monthly country allocation process that covers all 24 countries within the MSCI Emerging Markets Index, the team produces country allocation targets for each country within the index based on a five- factor analysis: Growth, Liquidity, Currency, Management/Politics and Valuation of the equity market. Complementing their top-down view is a stock selection process that focuses on identifying quality growth stocks trading on attractive valuations within the portfolio managers’ favoured countries. Over time, they expect that top-down and bottom-up decisions will each contribute 50% of total value added.
Emerging Markets
Managed by: Emery Brewer, Senior Portfolio Manager Dr. Ivo Kovachev, Senior Portfolio Manager

Strategy description
The Global Emerging Markets strategy draws on the stock picking skills of experienced investment managers, in order to identify fast-growing companies within emerging markets
Investment strategy
The portfolio managers follow a principally bottom-up, stock selection driven process that seeks to identify the most dynamic growth stocks within their investment universe. By making extensive use of screening tools and closely tracking corporate news flow, they aim to identify companies demonstrating strong and improving operational performance. They will look to find companies that have the potential to develop world class products or become industry leaders in local markets. In addition to strong fundamentals, the team considers market timeliness, as well as individual and relative valuations, when making investment decisions.
Emerging Markets Small Cap
Managed by: Emery Brewer, Senior Portfolio Manager Dr. Ivo Kovachev, Senior Portfolio Manager Stephen Lew, Portfolio Manager

Strategy description
The Emerging Markets Small Cap strategy aims for long-term capital appreciation from investing in a portfolio of equity securities issued by small and mid-capitalization companies primarily located in emerging markets including frontier markets. The managers believe that all markets are subject to some inefficiency, often driven by investors with short-term viewpoints. The strategy seeks opportunities to take advantage of persistent company and industry trends that other managers may miss. The managers build the portfolio primarily from a bottom-up growth philosophy and individual stock selection process, but also consider top-down macroeconomic information in determining sector and country weightings in the portfolio. Continental European Equities (excluding UK)
European Select Values
Managed by: Robrecht Wouters, Senior Portfolio Manager Luis Fananas, Portfolio Manager
Strategy description
The managers employ a disciplined bottom-up stock picking process, focusing very selectively on companies (across all market capitalizations) with high cash flows and strong business models reflected by high ROCE.
Investment strategy
 The portfolio managers employ a disciplined bottom-up stock selection process of companies that the investment manager believes to be fundamentally undervalued. The investment approach is highly selective, focusing on corporate value based on cash flows and the quality of the companies’ business models, rather than changes in earnings per share. The manager believes that over time value companies with high ROCE and strong cash flow should outperform. The concentration on quality and value factors is expected to lead to a low absolute volatility of returns despite the portfolio being quite concentrated, with some 30-50 names. In the portfolio managers’ view, a portfolio with higher quality companies and ideas that are strong in conviction, provides better potential capital appreciation
European Concentrated Value
Managed by: Robrecht Wouters, Senior Portfolio Manager Luis Fananas, Portfolio Manager

Strategy description
This strategy is a large-cap, concentrated version of the JOHCM European Select Values strategy (ESV). The managers have a highly selective, valuation-oriented investment approach, which focuses on undervalued pan- European large-cap companies that generate high returns on capital. The managers’ stock-picking approach is unconstrained by benchmark weightings and combines traditional ‘value’ investing (focusing on attractive valuations) and ‘quality’ characteristics, such as high return on capital employed.

Portfolios will typically hold around 25 high conviction positions and are expected to exhibit a low portfolio turnover. The strategy is expected to have sizeable sector biases, usually avoiding commodity-like industries and capital-intensive sectors such as financials.  Drawing upon their exhaustive analysis of individual stocks, the managers seek to find large-cap European stocks that they believe to be fundamentally undervalued in absolute terms (trading at a discount of 25+% to their intrinsic value).  The portfolio managers believe that, over time, value companies with high returns on capital employed and strong cash flow should outperform.  In their view, a portfolio comprising quality companies, characterized by established and superior business models, and high conviction investment ideas provides greater potential for capital appreciation. Asia ex Japan
Asia ex Japan
Managed by: Samir Mehta Senior Portfolio Manager Cho Yu Kooi, Senior Portfolio Manager
Strategy description
The JOHCM Asia ex Japan strategy is a concentrated, benchmark agnostic, all-cap portfolio. The portfolio is biased towards quality companies. The team uses a fundamental bottom-up approach to stock selection. Their investment style is low turnover and is of a long-term nature with a three year average holding period.

The team aims to outperform the benchmark index for each strategy over a market cycle of four to five years. They aim to generate long-term capital returns provided by the economic and demographic growth of the region and in particular India and China.
Investment strategy
The team’s investment philosophy is based on the following beliefs:  There are pricing inefficiencies in Asian stock markets. The greatest inefficiencies are at the individual stock level. This is, therefore, where they focus their investment resources, with approximately 70% of total value added expected to come from fundamental stock selection.  Value creation in a company is driven by long-term growth and the ability to generate returns above its cost of capital. They, therefore, focus on companies displaying long-term sustainable quality growth characteristics  Detailed analysis and regular interaction with company management is vital. The team’s analysis gives them the conviction to take a long- term investment view, meaning that turnover is low.  Asian markets are frequently driven by macroeconomic and political factors that are separate from stock-specific considerations. These markets have a history of giving high returns but also with high volatility. The team aims to blend their growth stock focus with cyclical exposure that is valuation-driven and based on top-down views. They may also use downside protection strategies in adverse market conditions. Approximately 30% of value added is expected to come from top-down views.
Multi-Asset Global Income Builder
Managed by: Giorgio Caputo, Senior Portfolio Manager Robert Hordon, Senior Portfolio Manager Lale Topcuoglu, Senior Portfolio Manager Strategy description The Global Income Builder strategy aims to generate meaningful monthly income distributions and long-term capital appreciation by applying a global value investment philosophy to income-generative assets. The strategy invests in global equities and fixed income but may also hold cash and hedging assets e.g. commodity-linked investment instruments such as exchange-traded funds that invest in gold and precious metals. The investment team has a long-term, absolute return-oriented investment philosophy and believes their highest priority is to protect the capital they manage from permanent impairment.

Investment strategy The Global Income Builder strategy seeks to achieve its investment objective by applying a bottom-up, long-term global value investing philosophy across a broad range of asset classes. In a bottom-up approach, companies and securities are researched and chosen individually. The strategy normally will invest in a wide range of income-producing equity securities, including common stocks of U.S. and foreign companies that offer attractive dividend yields. The strategy also normally will invest in a wide range of fixed income instruments from markets in the United States and multiple countries around the world such as high-yield instruments (commonly referred to as “junk bonds”), investment grade instruments and sovereign debt. Additionally, the strategy normally will invest in hybrid securities that embody elements of both equity and fixed income securities such as preferred shares and convertible bonds. The strategy may invest in securities of any maturity or investment rating, as well as unrated securities. The strategy may invest in various hedging assets that the Adviser believes will reduce the overall volatility of the strategy, protecting capital, in certain market environments. Such hedging assets may include, but are not limited to: exchange-traded funds and commodity-linked investment vehicles that primarily invest in gold and precious metals; inflation-linked investments; and currency hedging instruments such as currency forward contracts and currency futures. As a multi-asset strategy, the strategy invests in the various asset classes described above and may shift its investments from one asset class to another. The Adviser anticipates that—under normal circumstances—the strategy will invest in a portfolio of between 30% and 70% equity securities, with the balance of its assets invested in fixed income securities, hedging assets and cash or cash equivalents. However, the Adviser maintains the ability to adjust the strategy’s allocations as needed to adapt the portfolio to various income, market, and valuation environments. Risk Factors The investment strategies offered by JOHCM invest in various types of investments and employ a number of investment techniques that involve certain risks. This section contains a detailed discussion of some of the investments the used in each strategy, some of the techniques the strategies may use, and the risks related to those techniques and investments. The chart below will help identify the risks applicable to each strategy. An “X” in the table indicates that the strategy may involve the corresponding risk. An empty box indicates that the portfolio manager does not expect the strategy to have any material exposure to the specific risk under normal market conditions. However, an empty box does not guarantee that the strategy will not be subject to the corresponding risk
RISK
Asia
ex
-Ja
p
an

E
merg
ing
Ma
rke
ts

E
merg
ing
Ma
rke
t
S
mall
Cap

E
u
ro
p
ea
n

Co
n
ce
n
tr
ated
V
alu
e

E
u
ro
p
ea
n
S
e
le
ct
V
alu
e

G
lob
al
E
me
rg
ing

Ma
rke
t O
p
p
o
rt
u
n
it
ies

G
lob
al
Inco
me
Bu
ilder

G
lob
al
O
p
p
o
rt
u
n
it
ies

G
lob
al
S
e
lec
t
Int
er
n
atio
n
al
O
p
p
o
rt
u
n
it
ies

Int
er
n
atio
n
al
S
el
ec
t
Int
er
n
atio
n
al
S
mal
l
Co
mp
anies

Arbitrage Transactions
X
Asset Allocation Risk Counterparty Risk X X X X X X X X X X X X Credit Risk X Currency Risk X X X X X X X X X X - Foreign Currency Forward Risk
X X X X X X X X X X
Depository Receipts X X X
RISK
Asia
ex
-Ja
p
an
E
merg
ing
Ma
rke
ts
E
q
u
it
ies

E
merg
ing
Ma
rke
t
S
mall
Cap

E
u
ro
p
ea
n

Co
n
ce
n
tr
ated
V
alu
e

E
u
ro
p
ea
n
S
e
lec
t
V
alu
e

G
lob
al
E
me
rg
ing

Ma
rke
t O
p
p
o
rt
u
n
it
ies

G
lob
al
Inco
me
Bu
ilder

G
lob
al
O
p
p
o
rt
u
n
it
ies

G
lob
al
S
e
lec
t
Int
er
n
atio
n
al
O
p
p
o
rt
u
n
it
ies

Int
er
n
atio
n
al
S
el
ec
t
Int
er
n
atio
n
al
S
mal
l
Co
mp
anies

Derivatives Risk X X - Equity Linked Instruments
X X
- Participatory Notes
X X
Equity Securities Risks
X X X X X X X X X X X X
- Common Stock X X X X X X X X X X X X - Convertible Securities
X X X
- MLPs X X X X X X X X X X X X - Perferred Stock X X X X X X X X X X X X - Rights X X X X X X - Warrants X X X X X X Fixed Income Risks X - Corporate Debt Securities
X
- High Yield (“Junk Bond”) Investments Risk - Loans X - Municipal Bonds - Sovereign Obligations
RISK
Asia
ex
-Ja
p
an
E
merg
ing
Ma
rke
ts
E
q
u
it
ies

E
merg
ing
Ma
rke
t
S
mall
Cap

E
u
ro
p
ea
n

Co
n
ce
n
tr
at
ed
V
alu
e

E
u
ro
p
ea
n
S
e
lec
t
V
alu
e

G
lob
al
E
me
rg
ing

Ma
rke
t O
p
p
o
rt
u
n
it
ies

G
lob
al
Inco
me
Bu
ilder

G
lob
al
O
p
p
o
rt
u
n
it
ies

G
lob
al
S
e
lect

Int
er
n
atio
n
al
O
p
p
o
rt
u
n
it
ies

Int
er
n
atio
n
al
S
el
ec
t
Int
er
n
atio
n
al
S
mal
l
Co
mp
anies

- US Government Securities
X
Emerging Markets Investments
X X X X X X X X X X
Foreign Custody Arrangements
X X X X X X X X X X X X
Geographic Concentration
X X X X
Hedging X Information Security Risk
X X X X X X X X X X X X
Illiquidity in Certain Markets
X X X X X X X X X X X X
International Investing
X X X X X X X X X X X X
IPOs X X X X X X X X X X X X Management Risk X X X X X X X X X Market Risks X X X X X X X X X X X X Operational Risk X X X X X X X X X X X X Options X X X X X X X X X X X X Other Investment Companies/ETFs
X X X
Private Investment in Public Equities Portfolio Turnover X Regulatory Risk X X X X X X X X X X X X Arbitrage Transactions Arbitrage transactions involve near contemporaneous purchase of securities on one market and sale of those securities on another market to take advantage of pricing differences between markets. The strategy will incur a gain to the extent that proceeds exceed costs and a loss to the extent that costs exceed proceeds. The risk of an arbitrage transaction, therefore, is that the strategy may not be able to sell securities subject to an arbitrage at prices exceeding the costs of purchasing those securities. Asset Allocation Risk There is a risk that if the specific strategy for allocating assets among different asset classes does not work as intended, the strategy may not achieve its objective or may underperform other similar investment strategies. Counterparty Risk Under certain conditions, a counterparty to a transaction, including repurchase agreements and derivative instruments, could fail to honor the terms of the agreement (default) and the market for certain securities or financial instruments in which the counterparty deals become illiquid. Credit Risk An issuer of debt securities may fail to make interest payments or repay principal when due, in whole or in part. Changes in an issuer’s financial strength or in a security’s credit rating may affect a security’s value.
RISK
Asia
ex
-Ja
p
an

E
merg
ing
Ma
rke
ts
E
q
u
it
ies

E
merg
ing
Ma
rke
t
S
mall
Cap

E
u
ro
p
ea
n

Co
n
ce
n
tr
ated
V
alu
e

E
u
ro
p
ea
n
S
e
lec
t
V
alu
e

G
lob
al
E
me
rg
ing

Ma
rke
t O
p
p
o
rt
u
n
it
ies

G
lob
al
Inco
me
Bu
ilder

G
lob
al
O
p
p
o
rt
u
n
it
ies

G
lob
al
S
e
lec
t
Int
e
rn
atio
n
al
O
p
p
o
rt
u
n
it
ies

Int
er
n
atio
n
al
S
el
ec
t
Int
er
n
atio
n
al
S
mal
l
Co
mp
anies

Restricted and Illiquid Securities
X X X X X X X X X X X X
Smaller or Mid-Cap Equities
X X
Structured Investments Transactions on Non-US Exchanges
X X X X X X X X X X X X
Value Investing Risk X X When-Issued and Delayed-Delivery Securities
X X X X X X X X X X X X
Currency Risk The value of foreign securities is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in this country or abroad), relations between nations and trading, settlement, custodial and other operational risks. An increase in the strength of the U.S. dollar relative to other currencies may cause the value of investments to decline. Certain foreign currencies may be particularly volatile, and foreign governments may intervene in the currency markets causing a decline in value or liquidity in foreign holdings, whose value is tied to the affected foreign currency. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints. In addition, costs will be incurred in connection with conversions between various currencies. - Foreign Currency Forward Contracts Risk When investing in foreign securities, an account usually effects currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign exchange market. An account incurs expenses in converting assets from one currency to another. An account may enter into foreign currency forward contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date (“forward contracts”) for hedging purposes, either to “lock-in” the U.S. dollar purchase price of the securities denominated in a foreign currency or the U.S. dollar value of interest and dividends to be paid on such securities, or to hedge against the possibility that the currency of a foreign country in which an account has investments may suffer a decline against the U.S. dollar, as well as for non-hedging purposes. The account may also enter into a forward contract on one currency in order to hedge against risk of loss arising from fluctuations in the value of a second currency (“cross hedging”). Forward contracts are traded over-the- counter, and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments, and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on an exchange, including counterparty credit risk. Only a limited market, if any, currently exists for hedging transactions relating to currencies in many emerging market countries, or to securities of issuers domiciled or principally engaged in business in emerging market countries, in which an account may invest. This may limit an account’s ability to effectively hedge its investments in those emerging markets. As a result of its investments in foreign securities, an account may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, an account may convert such currencies into dollars at the then current exchange rate. Under certain circumstances, however, such as where the Adviser believes that the applicable rate is unfavorable at the time the currencies are received or the Adviser anticipates, for any other reason, that the exchange rate will improve, an account may hold such currencies for an indefinite period of time. In addition, an account may be required to receive delivery of the foreign currency underlying forward foreign currency contracts it has entered into. This could occur, for example, if an account is unable to close out a forward contract. An account may hold foreign currency in anticipation of purchasing foreign securities. An account may also elect to take delivery of the currencies’ forward contracts if, in the judgment of the Adviser, it is in the best interest of a Fund to do so. In such instances as well, an account may convert the foreign currencies to dollars at the then current exchange rates, or may hold such currencies for an indefinite period of time. While the holding of currencies will permit an account to take advantage of favorable movements in the applicable exchange rate, it also exposes an account to risk of loss if such rates move in a direction adverse to an account’s position. Such losses could reduce any profits or increase any losses sustained by an account from the sale or redemption of securities, and could reduce the dollar value of interest or dividend payments received. In addition, the holding of currencies could adversely affect an account’s profit or loss on forward contracts, as well as its hedging strategies. Depositary Receipts American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) are receipts issued by a bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in sponsored form, are designed for use in the U.S. securities markets. EDRs are the European equivalent of ADRs and are designed to attract investment capital from the European region. GDRs are designed to raise capital in the U.S. and foreign securities markets. The underlying shares of depositary receipts are held in trust by a custodian bank or similar financial institution in the issuer’s home country. Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. A sponsoring company provides financial information to the bank and may subsidize administration of the ADR, EDR or GDR. Unsponsored ADRs, EDRs and GDRs may be created by a broker-dealer or depository bank without the participation of the foreign issuer. Holders of these unsponsored depositary receipts generally bear all the costs of the ADR, EDR or GDR facility, whereas foreign issuers typically bear certain costs in a sponsored depositary receipt. The bank or trust company depositary of an unsponsored depositary receipt may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Unsponsored depositary receipts may carry more risk than sponsored depositary receipts because of the absence of financial information provided by the underlying company. Many of the risks described below regarding foreign securities apply to investments in ADRs, EDRs and GDRs. Derivatives Risk A derivative is a financial security with a value that is reliant upon or derives from an underlying asset or group of assets. Accounts that use derivatives (including forward contracts) to enhance returns or hedge against market declines are subject to risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. - An Equity-Linked Instrument is a debt instrument with variable payments linked to an equity market benchmark. There is a risk that, in addition to market risk and other risks of the referenced equity security, an account that invests in equity-linked securities may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the account to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the account’s investment. - Participatory Notes (P-notes), which are designed to replicate the performance of certain issuers and markets where direct investment is either impossible or difficult due to local restrictions, represent interest in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. However, the performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. P-notes also expose investors to counterparty risk, which is risk that the entity issuing the note may not be able to honor its financial commitments. Some P-notes may be considered illiquid. Equity Securities Equity securities consist of common stock, preferred stock, securities convertible into common and preferred stock, rights, warrants, and Master Limited Partnerships (“MLP”). Common stocks, the most familiar type, represent an equity (ownership) interest in a corporation. Preferred stocks represent an equity interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends or in the event of issuer liquidation or bankruptcy. Warrants are options to purchase equity securities at a specified price for a specific time period. Rights are similar to warrants, but normally have a short duration and are distributed by the issuer to its shareholders. Convertible securities are bonds, debentures, notes, preferred stocks that may be converted or exchanged into shares of the underlying common stock at a stated exchange ratio. Master Limited Partnerships units are equity investments and may lack diversification as MLPs are primarily engaged in the transportation, storage, processing, refining, marketing, exploration, productions, and mining of minerals and natural resources. Although equity securities have a history of long-term growth in value, their prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions.

Equity market risk is the risk that a particular stock, a fund, an industry, or stocks in general may fall in value. The value of an investment in the strategy will go up and down with the prices of the securities in which the strategy invests. The prices of stocks change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, management decisions, decreased demand for an issuer’s products or services, increased production costs, general economic conditions, interest rates, currency exchange rates, investor perceptions and market liquidity. - Common stock and similar equity securities generally represent the most junior position in an issuer’s capital structure and, as such, generally entitle holders to an interest in the assets of the issuer, if any, remaining after all more senior claims to such assets have been satisfied. Holders of common stock generally are entitled to dividends only if and to the extent declared by the governing body of the issuer out of income or other assets available after making interest, dividend and any other required payments on more senior securities of the issuer. - Convertible Securities are subject to the risks associated with both fixed-income securities and equity securities. If a convertible security’s investment value is greater than its conversion value, its price will likely increase when interest rates fall and decrease when interest rates rise. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

- MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. MLPs are generally engaged in the transportation, storage, processing, refining, marketing, exploration, production, and mining of minerals and natural resources. To the extent that a MLP’s interests are all in a particular industry, the MLP will, accordingly, be negatively impacted by economic events affecting that industry. Generally speaking, investment returns are enhanced during periods of declining/low interest rates and tend to be negatively influenced when interest rates are rising. As an income vehicle, the unit price can be influenced by general interest rate trends independent of specific underlying fundamentals. The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. In addition, MLPs may be subject to state taxation in certain jurisdictions, which will have the effect of reducing the amount of income paid by the MLP to its investors. - Preferred Stock is a class of capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to payment of dividends and on liquidation of the issuer. The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability to make payments on the preferred stock.

- Rights are usually granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued to the public. The right entitles its holder to buy common stock at a specified price. Rights have similar features to warrants, except that the life of a right is typically much shorter, usually a few weeks. The risk of investing in a right is that the right may expire prior to the market value of the common stock exceeding the price fixed by the right. - Warrants are securities that are usually issued with a bond or preferred stock but may trade separately in the market. A warrant allows its holder to purchase a specified amount of common stock at a specified price for a specified time. The risk of investing in a warrant is that the warrant may expire prior to the market value of the common stock exceeding the price fixed by the warrant. The Adviser does not invest in warrants on behalf of client accounts but may receive them pursuant to a corporate event involving one of its portfolio holdings. In addition, the percentage increase or decrease in the market price of a warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock. Fixed Income Risk Fixed income securities are a type of investment under which the borrower or issuer pays investors fixed interest payments until its maturity date. At maturity, investors are repaid the principal amount they had invested. Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. - Corporate Debt Securities may include investment grade bonds (defined as Baa3 or higher by Moody’s or BBB- or higher by S&P or the equivalent by any other nationally recognized statistical rating organization (“NRSRO”)) or in unrated bonds that are determined by the Adviser to be of comparable quality at the time of investment. All debt securities are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. - High Yield (“Junk Bond”) Investments Risk are not investment grade and are generally considered speculative because they present a greater risk of loss than higher quality debt securities. These lower-rated or defaulted debt securities may fluctuate more in price, and are less liquid than higher-rated securities because issuers of such lower-rated debt securities are not as strong financially, and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy.

- Loans may include senior floating rate loans (“Senior Loans”) and secured and unsecured loans, second lien or more junior loans (“Junior Loans”) and bridge loans or bridge facilities (“Bridge Loans”). Loans are typically arranged through private negotiations between borrowers in the U.S. or in foreign or emerging markets, which may be corporate issuers or issuers of sovereign debt obligations (“Borrowers”) and one or more financial institutions, and other lenders (“Lenders”). Loans are subject to the risks associated with debt obligations in general including interest rate risk, credit risk and market risk. When a Loan is acquired from a Lender, the risk includes the credit risk associated with the Borrower of the underlying Loan. To the extent that Loans involve Borrowers in foreign or emerging markets, such Loans are subject to the risks associated with foreign investments or investments in emerging markets in general. The following outlines some of the additional risks associated with Loans. Loans that are deemed to be liquid at the time of purchase may become illiquid or less liquid. No active trading market may exist for certain Loans and certain Loans may be subject to restrictions on resale or have a limited secondary market. Certain Loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. The inability to dispose of certain Loans in a timely fashion or at a favorable price could result in losses to an account. With respect to Loans that are secured, an account is subject to the risk that collateral securing the Loan will decline in value or have no value or that the account’s lien is or will become junior in payment to other liens. - Municipal Bonds are obligations, often bonds and notes, issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies, authorities and instrumentalities, the interest on which is typically exempt from federal income tax. Municipal bonds are generally considered riskier investments than Treasury securities. The prices and yields on municipal securities are subject to change from time to time and depend upon a variety of factors, including general money market conditions, the financial condition of the issuer (or other entities whose financial resources are supporting the municipal security), general conditions in the market for tax-exempt obligations, the size of a particular offering and the maturity of the obligation and the rating(s) of the issue. Contrary to historical trends, in recent years, the market has encountered increased rates of default and lower yields on municipal bonds. This is a product of significant reductions in revenues for many states and municipalities as well as residual effects of a generally weakened economy. - Sovereign Obligations includes investments in securities issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions. An investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and an account may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of U.S. debt obligations. In the past, certain emerging markets have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts. - U.S. Government Securities are obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities, including bills, notes and bonds issued by the U.S. Treasury. Obligations of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S. Treasury; others, such as those of Fannie Mae (“FNMA”), are supported by the right of the issuer to borrow from the Treasury; still others, such as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation (“FHLMC”), are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government- sponsored agencies or instrumentalities, such as FNMA, or the FHLMC, since it is not obligated to do so by law. These agencies or instrumentalities are supported by the issuer’s right to borrow specific amounts from the U.S. Treasury, the discretionary authority of the U.S. government to purchase certain obligations from such agencies or instrumentalities, or the credit of the agency or instrumentality. Whether backed by the full faith and credit of the U.S. Treasury or not, U.S. government securities are not guaranteed against price movements due to fluctuating interest rates. Emerging Markets Investments The securities markets of emerging countries are substantially smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other more developed countries. Disclosure and regulatory standards in many respects are less stringent than in the U.S. and other major markets. There also may be a lower level of monitoring and regulation of the markets and the activities of investors in certain less developed countries, and enforcement of existing regulations can be extremely limited. Emerging markets may have slower clearance and settlement procedures, higher transaction costs and investment restrictions that may restrict or delay trading. In addition, certain governments may require approval for, or otherwise restrict, the repatriation of investment income, capital or proceeds of sales of securities by foreign investors. War, governmental intervention, lack of capital, corruption, poor corporate management and limited resources are also common risks associated with investing in these markets. Sovereign debt may carry below investment grade credit ratings and be highly speculative. Defaults or restructurings of public and inter-bank indebtedness have occurred in several emerging markets, including Argentina, Brazil, Costa Rica, Ecuador, Indonesia, Malaysia, Mexico, Pakistan, Peru, Russia, South Korea, Vietnam, Thailand, Uruguay and Venezuela, as well as several African countries. There can be no assurance that foreign sovereign debt securities will not default or be subject to similar restructuring arrangements. Investments in securities of issuers located in emerging market countries can be more speculative than investments in securities of issuers located in developed countries and are subject to certain special risks. The political and economic structures in many of these countries may be in their infancy and developing rapidly, as such countries may lack the social, political and economic characteristics of more developed countries. Certain of these countries have in the past failed to recognize private property rights and have at times nationalized and expropriated the assets of private companies. Some countries have inhibited the conversion of their currency to another. The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets valued in such currencies. Many emerging markets have experienced substantial, and in some periods, extremely high, rates of inflation for many years. Continued inflation may adversely affect the economics and securities markets of such countries. In addition, unanticipated political or social developments may affect the value of investments in these countries. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make an investment in such countries illiquid and more volatile than investments in more developed countries, and an account may be required to establish special custodial or other arrangements before making investment decisions in these countries. There may be little financial or accounting information available with respect to issuers located in these countries, and it may be difficult as a result to assess the value or prospects of an investment in such issuers. Foreign Custody Arrangements In addition to the general risks associated with international investing described above, maintaining assets in foreign countries involves generally higher costs and greater risks than those associated with similar U.S. investments, particularly in the case of assets maintained in less developed countries. The scope and range of custodial services offered in many foreign countries may be more limited than in the U.S. and, as a result, assets may be maintained with banks, brokers and other financial institutions offering more limited custody services, and possessing less experience, less developed procedures for safekeeping of assets, poorer capitalization, and greater risks of bankruptcy, insolvency and fraud, than would typically be the case in the U.S. Assets maintained in certain emerging foreign countries also may be subject to other types of risks that either are not present or are less pronounced in the U.S. and other more established markets, including political and economic risks (including nationalization of foreign bank deposits or other assets, and poor political and economic infrastructure and stability), commercial and credit risks (including poorly developed and regulated banks and financial systems), liquidity risks (including restrictions on repatriation and convertibility of currencies), legal and regulatory risks (including risks relating to evolving and/or undeveloped legal systems and regulatory frameworks) and operational risks (including risks relating to maintenance of shareholder title, clearing and settlement procedures and market transparency). Geographic Concentration The risk that events negatively affecting the fiscal stability of a particular country or region in which an account focuses its investments will cause the value of an account’s shares to decrease, perhaps significantly. To the extent that an account strategy concentrates its assets in a particular country or region, the account is more vulnerable to financial, economic or other political developments in that country or region as compared to an account that does not concentrate holdings in a particular region. Hedging Hedging is a strategy in which an account uses a derivative or other security to offset certain risks associated with other account holdings or to render the portfolio more resilient to market fluctuations. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. Information Security Risk. The Adviser, and its service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting the investment adviser, may adversely impact client accounts. For instance, cyber-attacks may cause the release confidential business information, impede security trading, subject the adviser to regulatory fines, financial losses and/or cause reputational damage. Similar types of cyber-security risks are also present for issues or securities in which the adviser may invest, which could result in material adverse consequences for such issuers and may cause the adviser’s investment in such companies to lose value. Illiquidity in Certain Markets A strategy may invest in securities that later become illiquid or otherwise restricted. The strategy might only be able to liquidate these positions at disadvantageous prices, should the portfolio manager determine, or it becomes necessary, to do so. Illiquidity in certain markets could make it difficult for the strategy to liquidate positions on favorable terms, thereby resulting in losses or a decrease in the net asset value of the strategy.

International Investing Investing in securities of non-U.S. issuers, positions that generally are denominated in foreign currencies, and utilization of forward foreign currency contracts, involve both opportunities and risks not typically associated with investing in U.S. securities. These include: fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulation or currency restrictions that would prevent cash from being brought back to the United States; less public information with respect to issuers of securities; less governmental supervision of exchanges, securities brokers and issuers of securities; difficulties in obtaining and enforcing a judgment against a foreign issuer; different accounting, auditing and financial reporting standards; different settlement periods and trading practices; less liquidity and frequently greater price volatility in foreign markets than in the United States; imposition of foreign withholding and other taxes; and sometimes less advantageous legal, operational and financial protections applicable to foreign sub-custodial arrangements. The cost of investing in securities of non-U.S. issuers can be higher than the cost of investing in U.S. securities. Investments in securities denominated in foreign currencies also involve the additional cost of converting currencies upon the purchase and sale of securities.

Investment Approach All investments in which the Adviser invests risk the loss of capital. No guarantee or representation is made that the investment approach utilized on behalf of these strategies will be successful.

IPOs The price of securities in IPOs can be very volatile. The effect of IPOs on a strategy’s performance depends on a variety of factors, including the number of IPOs the strategy invests in relative to to the size of the strategy, whether and to what extent a security purchased in an IPO appreciates or depreciates in value and the length of time the security is held. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies. Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. Management Risk The Adviser’s judgments about the attractiveness, value and potential appreciation of a partic please register to get more info

There are no legal, regulatory or disciplinary events which are material to a client's or prospective client's evaluation of the JOHCM business or the integrity of JOHCM management. please register to get more info

JOHCM’s sole business activity is investment management In addition to its operations in London, JOHCM has two wholly owned subsidiaries, which are home to locally based investment teams: JOHCM (USA) Inc. whose principal office is in Boston MA with an additional office in New York City and JOHCM (Singapore) Pte Ltd whose office is in Singapore. JOHCM USA is registered as an investment adviser with the SEC. Further details on JOHCM USA are set out in its Form ADV, which is available on the SEC’s website.

JOHCM (along with JOHCM USA) has a “participating affiliate” relationship with JOHCM Singapore, a company organized under the laws of Singapore and regulated by the Monetary Authority of Singapore. Generally, a participating affiliate relationship permits registered advisers to access the investment offerings, investment management capabilities and related services, including personnel of unregistered affiliates under prescribed conditions. Presently, JOHCM uses JOHCM Singapore’s services for certain investment management capabilities and for execution and trading in Asian markets. The participating affiliate relationship is maintained according to applicable laws and the related SEC Staff guidance. The JOHCM Group is wholly owned by Pendal Group Limited (“Pendal”), a leading Australian fund manager, based in Sydney. Pendal operates a boutique model across a broad range of investment products including Australian equities, fixed income and cash. Pendal is listed on the Australian Securities Exchange, having been floated in December 2007. At September 30, 2019, Pendal reported assets under management totaling $67.67 billion, including assets managed by JOHCM. Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
Subject to the personal trading rules described in further detail below, employees may personally invest in the same securities that are recommended to clients and they may own securities of issuers whose securities are subsequently recommended to clients. Employees may buy or sell a specific security for their own account based on personal investment considerations, which they do not deem appropriate to buy or sell for a particular client or clients. This presents potential conflicts of interest and the risk that our personnel may put their personal interests ahead of our clients’ interests. We mitigate this risk and these conflicts through our personal trading rules, which are part of our code of ethics and generally described below.

All employees of the Group are subject to a common set of Personal Trading Rules ("Code of Ethics"). The content of these complies with UK best practice and also the requirements applicable to investment advisers registered under the US Investment Advisers Act of 1940, as amended.

The main elements of our rules in this area are: 1. Compliance with the personal trading rules is part of the individual's contract of employment. 2. Prior approval for all trades must be sought from a member of the compliance team (subject to certain industry standard exemptions, e.g. open ended funds not managed by the Group). 3. Trading is not permitted where such trading would be on the basis of insider information or might be considered market abuse. 4. Trading is not permitted where this would conflict with client trade activity. 5. Copies of trade confirmations must be provided to compliance for all executed trades. 6. Certifications of all personal securities trades must be provided to compliance quarterly. 7. Details of all personal holdings must be provided to compliance annually. A copy of our Code of Ethics Summary is available on request. please register to get more info

Trade Execution The execution of client orders is carried out by a central trading desk, staffed by full time trading professionals. To provide timely execution in all time zones in which we invest clients’ portfolios, the trading desk is made up of traders from across the JOHCM Group offices in London, Singapore, and Boston, USA. The arrangements summarized in this document are applied across all the offices that make up the JOHCM Group central trading desk to trades executed in all jurisdictions.

The separation between investment management decisions and execution of orders means that our fund managers can concentrate on idea generation and portfolio construction, leaving order execution to our trading desk. This separation also provides a built-in control for managing conflicts of interest. In particular, fund managers are not allowed to dictate the choice of broker, trading venue or counterparty to be used.

In order to ensure prompt execution, our fund managers send order instructions to the JOHCM Group traders via our electronic trading system. Even though certain fund managers may tend to work with a particular trader, each instruction is received by every trader on the trading desk. Traders are required to execute orders as soon as possible upon receipt, and normal practice is for orders to be executed within seconds of appearing in their trading screen. We monitor the delay on an ex‐post basis in order to check that orders are picked up by the traders on a timely basis.

In order to ensure fair execution, orders are executed by traders in the order in which they are received by the trading desk, which ensures that comparable orders (i.e. orders in the same stock that are received through the same media) are dealt with sequentially. There may be instances where the trading desk aggregates orders in the same stock as discussed in the Trade Aggregation and Allocation section below.

From time to time, JOHCM Group also provides trading services to affiliates. Trading for affiliates is carried out on the same basis as for other clients, and affiliates do not receive preferential services or treatment compared to other clients. As we do not execute orders for our own account, there is no risk that our trading team will give preference to our orders and execute them ahead of prior client orders. Broker selection/Best Execution JOHCM Group provides discretionary investment management services to clients. Most client mandates give us full discretion, subject to the investment restrictions stipulated in the client’s investment management agreement, to make investment decisions on behalf of the client in respect of the portfolio that has been entrusted to JOHCM Group’s management, including directing securities transactions to broker-dealers we select. When dealing with client orders, we seek to obtain the best execution for clients, taking into account the following execution factors:  Price (e.g. the price at which the order is executed);  Costs (e.g. commissions, taxes, exchange and account fees);  Speed of execution (i.e. the time it takes to transmit an order to a broker or the market and how quickly the order is completed);  Likelihood of execution;  Likelihood of settlement;  Size of order;  Nature of order;  Any other consideration relevant to the execution of the order. JOHCM Group considers the following criteria when determining the relative importance of the execution factors:  the characteristics of the client, including the categorization of the client as retail or professional;  the characteristics of the client order;  the characteristics of the financial instruments that are the subject of that order;  the characteristics of the execution venues to which that order can be directed.

The following additional considerations may also have an impact on the relative importance of the execution factors to JOHCM Group:  Liquidity of the financial instrument;  Potential market impact;  Investment strategy of the client’s portfolio;  Portfolio manager’s instructions in respect of a specific order;  Rationale for the transaction;  Any specific client instructions (see further below);  Market conditions.

While price and costs will generally be the most important of the execution factors to JOHCM Group, the other execution factors mentioned above will also play an important role in determining the venue, method of execution and trading strategy to be applied to a particular order, depending on the circumstances.

Broker Approval Process

Transactions may only be undertaken with approved counterparties and brokers or on approved trading venues. The JOHCM Group approved broker and counterparty list comprises a mixture of large integrated investment banks and smaller country specific or niche firms as well as trading platforms. The large firms typically provide a full range of trading services across regions. The smaller firms are typically used to achieve best execution in particular markets or securities. Our aim in selecting counterparties, brokers and trading venues is to ensure that we have a sufficient number to allow us to access available liquidity and volume of trades in order to provide effective execution for our clients. JOHCM Group will only use brokers, counterparties and trading venues for the execution of client orders that have been approved in accordance with our Counterparty and Venue Selection and Review Process. This process is managed by our Risk team and provides a detailed review covering the financials, information on execution arrangements and execution quality, legal documentation, commission rates and regulated status of any new entities proposed to be added to the list. The Best Execution Committee (“BEC”) makes the final decision on any new appointment, based on the rationale provided by the trading desk, as well as the review mentioned above. If approved, a counterparty is allocated to a specific counterparty tier (from 1 to 5) each of which has an overall exposure limit, reflecting the associated credit risk.

Each broker, counterparty and trading venue is reviewed on an annual basis taking into account latest financials, any changes highlighted to execution arrangements or terms of business, the level of service provided including execution quality obtained and any perceived settlement risks, and information provided by the broker or venue on its execution quality. The review will include feedback from meetings held with the broker, counterparty or trading venue over the course of the year. The review process will result in a recommendation to the BEC either to continue use or for removal of an entity from our approved list. The decision rests with the BEC.

We may also decide to stop using a broker, counterparty or trading venue immediately if we have identified a significant deficiency or failure in their execution arrangements or there are concerns regarding their financial status.

Commission Rates JOHCM Group has, wherever practical, established standard execution only commission rates (i.e. excluding local fees and taxes) with brokers for each jurisdiction in which it trades, depending on the type of equity instrument and execution service provided. This does not include commissions for program trades that are separately negotiated. Commissions for other instruments, such as PNotes, may differ across the counterparties used. This will tend to reflect differences in the underlying costs incurred by the counterparties (e.g. exchange and custody fees).

We keep commission rates under regular review to ensure they reflect market trends and represent value for our clients, and our Best Execution Committee carries out a formal review of rates on an annual basis. Directed Brokerage On occasion a client may provide specific instructions to JOHCM Group with respect to the execution of an order. Where this occurs, it may have an impact on the extent to which we are able to follow our order execution process. When we act in accordance with a client’s instructions, we will still owe a duty of best execution to the client in respect of the order, but that duty will be modified to the extent that the client’s instructions prevent us from taking the steps we have designed and implemented in order to achieve best execution. As a result, where clients provide specific instructions, the client may pay higher brokerage commissions or receive less favorable prices. Affiliated Brokerage When executing orders we are acting as agent for our clients. We do not take positions for our own account and we do not transact with any affiliated counterparties. Trade Aggregation and Allocation JOHCM Group will only aggregate client orders if it is unlikely that the aggregation will work overall to the disadvantage of any client whose order is to be aggregated. Aggregation may work to a client’s advantage or disadvantage in relation to a particular order.

The transactions resulting from aggregated orders are allocated in accordance with our Order Allocation Policy that provides for the fair, prompt and accurate allocation of transactions across the individual orders that have been aggregated. Where the aggregated order has only been partially executed, the resulting transactions will usually be allocated on a pro rata basis.

Orders in the same security will be aggregated by the fund manager across portfolios managed in accordance with the same investment strategy to ensure that the portfolios are managed consistently.

Our trading desk may also aggregate orders received in the same security with the unexecuted portion of an open order that is being executed using the same trading strategy. In order to minimize the risk of any client being disadvantaged by an aggregation we will only aggregate orders where aggregation is unlikely to have a material impact on the time it will take to fill any order being aggregated, which in turn could impact price. Thus orders of very different magnitudes may not be aggregated.

The regular compliance monitoring program includes a 100% check of all allocations on an other than strictly pro rata basis and a sample check of all other aggregations and allocations. Soft Dollars Effective January 1, 2018, JOHCM Group stopped using client commissions to purchase services from brokers or other third parties, other than services that are directly related to the execution of the order. Client Referrals We do not direct securities transactions to any broker-dealer in exchange for referral of investment management clients. please register to get more info

Client portfolios are subject to constant review by the portfolio manager responsible for the individual account. They are assisted in ensuring compliance with the investment restrictions contained in the client agreement by automated pre and post trade checking of those restrictions, which are coded into our order management system, Bloomberg AIM. These provide an alert to the portfolio manager and / or the dealer of potential violations. The system also provides a notification to compliance of these intra-day items and an overnight re-evaluation of the restrictions to reflect end of day valuations. All exceptions and alerts are followed up on a daily basis by our Compliance team.

All portfolios are also subject to JOHCM's investment oversight procedures, the details of which are summarised in item 8 above.

Client reporting We aim to provide excellent client servicing to our institutional client base. The goal of what we do is to not only deliver timely and accurate client reporting but also to be seen as a trusted advisor to our clients. We offer all of our clients the opportunity to speak to our portfolio managers on a quarterly basis via conference call and to participate in annual one-to-one meetings. In addition, our Client Service team is always available to respond to day to day queries. please register to get more info

The only source of compensation for JOHCM is derived from client fees for providing the investment management services as described in this brochure. JOHCM currently does not provide compensation for client referrals. please register to get more info

Custody of the assets and cash in client portfolios managed and advised by JOHCM is always the responsibility of independent third party custodians who are appointed by the individual client or fund entity. JOHCM does not have custody of client assets. please register to get more info

JOHCM has discretionary authority to manage accounts on behalf of most of its clients. The scope and limits on this discretionary authority are memorialized in written investment management agreements agreed with clients before the mandate is established and which are subject to regular review. We endeavour to ensure that all mandates for a particular strategy have similar limits on authority to ensure, as far as is possible having regard to individual client wishes, that each investment team manages all the monies which are entrusted to them in a similar style. please register to get more info

JOHCM has established procedures to ensure that all proxies that are received are properly distributed and voted on a timely basis in the best interest of the client. JOHCM uses Broadridge Proxy Edge and ISS Proxy Exchange to facilitate its voting and engagement activities. ISS is used for research and recommendations and Broadridge Proxy Edge is used to vote. Where ISS research highlights issues which do not represent best practice, the Investment Director will discuss the issues with the relevant fund manager before agreeing a course of action. In addition, fund managers may choose to discuss specific issues directly with company management. After careful analysis a voting decision is made by the fund manager for the particular account and an authorized individual submits the proxy vote.

Should a conflict of interest arise between JOHCM's interests and those of a client, JOHCM will arrange a discussion with such client to review the proxy voting materials and the conflict and will obtain the client's consent before voting. If JOHCM is not able to obtain the client's consent, JOHCM shall take reasonable steps to ensure, and must be able to demonstrate that those steps resulted in, a decision to vote the proxies in the best interests of the client.

Once the proxy has been voted, it is recorded and stored on the Broadridge Proxy Edge system. These records contain the proxy statements received on behalf of the client and the record of votes cast on behalf of the client. The Adviser also retains any documents that it has prepared which were material to making a decision on how to vote, or that memorialized the basis for the decision, and records of the client's requests for proxy voting information and any written response. Clients may request a copy of our proxy voting policy or information regarding this proxy voting policy, including how JOHCM voted on specific proxies. please register to get more info

JOHCM does not require prepayment of fees for its investment management services and does not have financial commitments that impair its ability to meet contractual or fiduciary duties to its clients. Accordingly there is no requirement to disclose financial information about the firm in this brochure. A copy of the most recent annual report and financial statements is available on request.
Item 19 — Requirements for State-Registered Advisers
Not Applicable — JOHCM has no State registrations.
Appendix A - Conflicts of Interest
Our home regulator the UK Financial Conduct Authority requires that all clients are provided with a summary of the types of Conflicts of Interest that may arise within JOHCM and the way in which they are managed. These considerations apply equally in our role as a US registered investment adviser. A copy of that statement is set out below.
CONFLICTS OF INTEREST WITHIN JOHCM
This section summarises the policies in place within JOHCM that are designed to identify, monitor, manage and mitigate actual and potential conflicts of interest.

The following are the types of conflicts of interest that may arise within JOHCM and the ways in which they are managed. Further information about our Conflicts of Interest Policy is available on request.

Ownership and Group Relationships J O Hambro Capital Management Limited (JOHCM Ltd) and JOHCM Funds (UK) Limited (JOHCM Funds) are each a wholly-owned subsidiary of Pendal Group Limited (Pendal), an Australian listed investment management group, headquartered in Sydney. JOHCM Funds and JOHCM Ltd (with two further group companies, JOHCM (Singapore) Pte. Limited and JOHCM (USA) Inc.), (collectively JOHCM or the JOHCM Group) operate as a stand-alone business within the Pendal Group. Within that model, JOHCM retains its full investment and operational independence.

As part of their governance remit, the boards of each of JOHCM Ltd and JOHCM Funds may, provided they satisfy all regulatory and corporate law requirements, consider it appropriate to promote the success of the Pendal Group as a whole, or of any member of the Pendal Group, but each director, and each of those firms must comply with the FCA’s rules and principles, which set standards of conduct for directors, require clients and investors to be treated fairly, their interests to be served, and the effective mitigation and management of the risk of conflict with those interests.

Conflicts risk management is further bolstered by having independent director representation on the boards of certain JOHCM affiliates, e.g., JOHCM Funds. As regards that firm, and given its role as the authorised corporate director of JOHCM’s UK domiciled UCITS, J O Hambro Capital Management UK Umbrella Fund (the UK OEIC), in the unlikely event of a serious risk of conflict in its governance, its directors would consider as an extraordinary measure whether to appoint additional independent directors and/or absent themselves from decision-making in order to ensure impartiality. On this basis, we do not anticipate that conflicts will arise from our corporate structure in the ordinary course of business, beyond those inherent and commonplace in a shareholder ownership model. Investment management related services provided to Pendal Group JOHCM Ltd provides investment management services to a small number of Australian regulated funds for which Pendal acts as the lead manager. These services are provided on normal commercial fee terms. We have independent oversight controls to ensure that these connected clients are treated in the same way as all other mandates for the particular strategy and that these inter-affiliate services are handled in line with the firm’s systems and controls related to order execution. Investment management and other services provided by JOHCM Ltd to JOHCM Funds JOHCM Ltd is appointed by JOHCM Funds to provide various services to the UK OEIC. There is a risk that JOHCM Funds may not hold JOHCM Ltd properly to account in providing those services, given that both affiliates are part of the same group and have staff and other resources in common.

JOHCM Funds has a governance framework in place whereby its board has ultimate responsibility for overseeing the firm’s conduct, operations and compliance standards, in particular the measures taken to ensure the fair treatment of investors in the UK OEIC. While the current board members are JOHCM/Pendal Group employees, each is personally responsible to meet the requirements under the FCA’s Approved Persons regime in carrying out his or her duties to JOHCM Funds. This is then reinforced in the terms of the secondment or other arrangement under which each individual is appointed to JOHCM Funds.

Under the board’s ultimate supervision, the governance framework involves the head of each area of service provision within JOHCM Ltd reporting regularly to the JOHCM Funds board on their area and the service that they deliver. The board is required to scrutinise, challenge and direct those JOHCM Ltd representatives about all matters reported on, and maintains regular and documented oversight, tracks the resolution of any items that do arise and has sight of any trends that may emerge in JOHCM Ltd’s performance as a service provider.

The board’s activities are further bolstered by the introduction of an independent director with the appointment of a non-executive director to JOHCM Funds.

This oversight is also supported by the appointment of senior individuals to hold other FCA approved roles within JOHCM Funds in respect of compliance, money laundering reporting, client money operational oversight and investment management related responsibilities.

In those roles, each of them is personally accountable for adhering to the FCA’s Approved Persons regime and this regulatory duty is also reflected in the secondment terms on which they serve JOHCM Funds. In addition, the standards which JOHCM Ltd must meet in providing services to JOHCM Funds are set out in arm’s length contracts in place between the two firms, and JOHCM Ltd itself has systems and controls in place (including its own governance framework and policies and procedures) that are designed to ensure compliance with those standards. Separate teams / timing of investment decisions / executions JOHCM Ltd acts as discretionary investment manager for a number of separate publicly available funds and segregated institutional accounts. The investment mandates for these clients are such that a particular investment will be suitable for inclusion in a number of different portfolios. Each strategy is managed by a named senior fund manager, or by a senior fund manager and deputy/ies, or by named co-lead managers. It is a key part of the Group’s decentralised investment philosophy that these investment teams have the freedom, subject to agreed mandate restrictions, to make their own investment decisions. Subject to any particular size or other constraints, such as risk appetite, contained in client mandates, the proposed participation in an investment will be in proportion to the relative size of the portfolios managed by that investment team. The timing of decisions made by that investment team will also be influenced by any inflows to or outflows from the portfolios they manage. It is also of note that a different investment team may make different decisions or make similar decisions at different times in respect of the same investment.

All of these factors may result in different investment outcomes among investment strategies, and among mandates managed by the same investment team. JOHCM has policies in place to address the potential for conflict that this creates, that are designed to ensure the fair allocation of investment opportunities among clients. Compliance with these policies is reviewed ex post by various means, including performance dispersion analysis and monitoring order handling.

Basis of remuneration – JOHCM Ltd and its fund managers The basis of JOHCM’s remuneration, which is recorded in the agreements with individual clients, may be different for different types of client portfolios. The percentage rate for the annual management charge is not the same for all portfolios and in many cases there will also be a performance fee payable, which may be calculated on differing bases for different types of portfolios e.g. OEIC, mutual fund or segregated account. Thus, different portfolios in the same strategy may attract different fee levels.

It is therefore important to ensure that these differing rewards for JOHCM Ltd, and in some cases the particular fund manager, do not lead to similar portfolios being treated unfairly, with one being favoured or disadvantaged relative to each other. The policies and monitoring programme referred to above relating to fair allocation of investment opportunities are also important safeguards in managing this potential for conflict.

The remuneration of the individual fund managers is a combination of some or all of a salary, a share of performance fees earned by JOHCM Ltd from the portfolios they manage, the management fees earned on their particular strategy, and that which derives from their equity interest in the Pendal Group. The remuneration of individual JOHCM employees is independently overseen by the Remuneration Committee of J O Hambro Capital Management Holdings Limited (RemCo) in accordance with a Remuneration Policy that is designed to promote alignment of individual fund managers’ interests with their clients’ and to meet the FCA Rules and standards. Basis of remuneration – sales teams JOHCM operates a small number of sales teams who focus on promoting investment into JOHCM products and strategies to intermediaries, wholesale distributors and larger institutional clients and investors their advisers. The variable remuneration of these sales teams includes a component that recognises achieving a sales target and overall sales performance. There would be a potential conflict with client and investor interests if sales teams were incentivised by this remuneration model to boost assets under management (AuM) by selling products and services when that might not be in the best interests of clients or investors. However, whilst the variable remuneration component for teams recognises sales performance of an individual sales person, this is not the only performance factor taken into account when assessing the overall value of the annual bonus award. Management will also take into account other performance factors such as client servicing and client retention, with the aim of ensuring that client and investor interests are properly recognised as part of the performance evaluation process.

A proportion of the bonus award includes an equity component which is deferred over a three year period.

The remuneration of individual JOHCM employees is independently overseen by the RemCo in accordance with a Remuneration Policy that is designed to promote alignment of individual employees’ interests with clients’ and investors’ and to meet the FCA Rules and standards.

Finally, conflicts in this area are also reduced by the Group’s approach to investment capacity management. JOHCM has always maintained formal capacity limits on the size of AuM for each strategy that it manages, with a limit agreed at the time of launch. We actively soft close and subsequently, where possible, hard close strategies to manage size within this capacity. This addresses the risk of assets managed according to a particular strategy surpassing the size at which they can be managed optimally in order to achieve the strategy’s objectives.

Inside Information The misuse of inside information amounts to a breach of the FCA Rules and in some cases may be a criminal offence. It creates an inherent conflict of interest because it gives the holder of the information an unfair advantage over other market participants who do not have that knowledge.

JOHCM’s fund managers are encouraged to analyse and meet with those companies in which they invest on behalf of their clients, but most do not actively seek out inside information. Other employees within JOHCM may also inadvertently learn of facts or circumstances that amount to inside information, whether in the course of their work, or otherwise. JOHCM has various safeguards in place that are designed to protect clients and other market participants against this potential for conflict, including staff training on the issue and a policy that requires any employee in receipt of inside information to report it immediately to Compliance. This results in an embargo on further orders being placed in the securities of the relevant company by all JOHCM investment teams, whether or not they are themselves in actual receipt of the inside Information. Crosses JOHCM manages money for a number of different clients and as a result there may be occasions, for instance when, due to differing client requirements or different inflows to and outflows from a portfolio, it is in both clients’ interests for us to be buying a particular security for one client at the same time as selling it for another. Any such trade must be consistent with all the requirements that apply to both clients’ accounts. In particular, there may be some clients for which this type of trade is prohibited entirely or is only permitted under certain conditions, which we are not in a position to meet. In respect of those clients, we have processes in place that are designed to prevent the trade. Subject to that overriding requirement, we seek to execute it in the market with the same independent broker on a mid-market basis (measured at the time of the transaction). This approach aims to reduce the potential for conflict by giving both buyer and seller an opportunity to obtain a fair price.

Emulation mandates In negotiating agreements with clients for such mandates, we seek to include an appropriate disclosure of this potential for conflict.

Correction of Errors The risk of conflict of interest is inherent in any scenario where an error has potentially been made, but we confront this risk firstly by promoting a culture of collaboration, transparency and fairness in the analysis and correction of any error. We have established procedures to ensure any such incident is effectively escalated, that JOHCM takes appropriate action to correct the accounts of any clients adversely affected by the issue, and also learns from the incident and strengthens controls, including by providing additional training where appropriate, to minimise the risk of recurrence.

Our policy is that clients should be compensated for all direct monetary losses that they may suffer as a result of any error.

There may be occasional situations, e.g., in the case of an accounting or administrative error, where a client receives from us a duplicate payment or other monetary gain to which it is not rightfully or ordinarily entitled. In that type of situation, we would expect to reclaim the amount erroneously paid. However, where an error on our part results in a profit for the client’s account, we would not seek to claim that profit and it would accrue to the client.

Arrangements with James Hambro & Partners - Interests in JH&P partnership James Hambro & Partners LLP (JH&P) is a UK based dedicated wealth management firm. Formerly a wholly-owned subsidiary of JOHCM, JH&P is now owned and managed primarily by the team working in that business, though there are various ongoing relationships between the two firms. Two fund managers of JOHCM Ltd have an equity interest in JH&P, along with JOHCM Ltd itself retaining a 5.1% stake. In addition, various other JOHCM employees and some of their respective family members are clients of JH&P. In terms of the potential for conflict that these relationships create, JOHCM’s policies and procedures relating to confidentiality, market conduct, personal account dealing and fiduciary duty are brought to bear, and are reinforced by periodic staff training and oversight. Procurement of investment research With effect from 3 January 2018, JOHCM paid for all investment research out of its own resources. JOHCM operates controls designed to ensure that the only research consumed is research that we pay for, and that any other information or commentary about securities, markets or investing that we receive for free is simply ‘generic information’ in line with the FCA Rules. These controls aim to mitigate the risk that ‘free’ research may create an inducement in the context of our relationship with the research provider.

Valuation of suspended/illiquid/unquoted positions To avoid the conflict of interest inherent in valuing our clients’ portfolios, JOHCM never acts as the pricing agent of record. Pricing of all JOHCM funds is undertaken by the funds’ independent third-party administrators using quoted market price feeds, and portfolios managed for separate account clients are officially priced by the clients’ independently appointed custodians or accounting agents. The pricing that JOHCM carries out is therefore essentially to assist fund managers in managing their clients’ portfolios.

JOHCM may however give pricing recommendations to a client and/or its pricing agent where, for example, market quotations are not readily available for a security in the client’s portfolio or where the price from the external source does not, in our view, represent its fair value. To manage the risk of conflict of interest in such situations, JOHCM operates a Valuation and Pricing Committee, the members of which are part of the Group’s senior management and are independent of investment decision-making.

Relationships with Service Providers From time to time, JOHCM may engage a service provider on its own behalf that is also a client of the JOHCM Group, or an investor in or distributor of the JOHCM Group’s products. In such cases, JOHCM aims to ensure that the selection of any such service provider is made on an independent basis through a comparison of the available services from multiple potential service providers and by selecting the most suitable provider based upon the overall needs of the firm.

JOHCM may also from time to time enter into a client or distributor relationship with a party that is also a service provider to the JOHCM Group, or such a party may become an investor in a JOHCM fund. In any such case, JOHCM must ensure that the terms of the relationship are consistent with its duty to treat clients and investors fairly.

Outside Business Interests There is a clear potential for conflict of interest where employees pursue other business activities outside their main employment. JOHCM’s standard employment contract therefore requires the employee to obtain prior written consent for any outside business interests. Such external appointments are rare. Directors on the boards of affiliates within the JOHCM Group are also subject to particular statutory and policy driven obligations in managing any conflicts of interest that may arise or exist within their role. Inducements MiFID II explicitly prohibits firms providing portfolio management or advisory services to clients from receiving any monetary benefits from any third party in connection with those services It is not part of JOHCM’s business model to receive payments of this kind. However, if any such benefit were to be received, arrangements would be made to ensure its transfer to the relevant client(s) as soon as possible. Compliance with this inducement ban is a condition of any approval by the JOHCM Group to enter into any new relationship or to change the terms of an existing relationship, which in either case, would entail JOHCM paying a monetary benefit.

MiFID II does allow firms such as JOHCM to receive non-monetary benefits, provided they are minor and acceptable under the FCA Rules. We have policies and procedures in place to assess all such benefits, notably in the context of gifts and entertainment and the receipt of generic information on financial instruments.

Gifts and Entertainment The giving and receiving of gifts or entertainment are subject to the JOHCM Group’s policy, which is designed to ensure that staff do not offer or give, solicit or accept any inducement which is likely to conflict with their duties to clients or would be in breach of any statutory or regulatory restrictions. Employee Personal Dealing To manage the obvious risk of conflict of interest arising in this area, all employees are made subject to the Group’s Personal Account Dealing Rules, which place clear parameters on how and when they may deal in securities for their own account and their immediate family’s, and include regular reporting of personal transactions and holdings. please register to get more info