Sterling Capital Funds PRE 14A, filed Apr 5, 2024
Sterling Capital Funds (SCEP)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a-12
STERLING CAPITAL FUNDS
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee paid previously with preliminary materials.
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
STERLING CAPITAL FUNDS
STERLING CAPITAL BEHAVIORAL LARGE CAP VALUE EQUITY FUND
STERLING CAPITAL MID VALUE FUND
STERLING CAPITAL BEHAVIORAL SMALL CAP VALUE EQUITY FUND
STERLING CAPITAL SPECIAL OPPORTUNITIES FUND
STERLING CAPITAL EQUITY INCOME FUND
STERLING CAPITAL BEHAVIORAL INTERNATIONAL EQUITY FUND
STERLING CAPITAL MID CAP RELATIVE VALUE FUND
STERLING CAPITAL REAL ESTATE FUND
STERLING CAPITAL SMALL CAP VALUE FUND
STERLING CAPITAL ULTRA SHORT BOND FUND
STERLING CAPITAL SHORT DURATION BOND FUND
STERLING CAPITAL INTERMEDIATE U.S. GOVERNMENT FUND
STERLING CAPITAL TOTAL RETURN BOND FUND
STERLING CAPITAL LONG DURATION CORPORATE BOND FUND
STERLING CAPITAL QUALITY INCOME FUND
STERLING CAPITAL NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL VIRGINIA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
434 Fayetteville Street, Suite 500
Raleigh, North Carolina 27601
[April 25], 2024
Dear Shareholder:
On behalf of the Board of Trustees (the “Board”) of Sterling Capital Funds, a Massachusetts Trust, we are pleased to invite you to two special meetings of shareholders (the “Special Meetings”) of Sterling Capital Behavioral Large Cap Value Equity Fund, Sterling Capital Mid Value Fund, Sterling Capital Behavioral Small Cap Value Equity Fund, Sterling Capital Special Opportunities Fund, Sterling Capital Equity Income Fund, Sterling Capital Behavioral International Equity Fund, Sterling Capital Mid Cap Relative Value Fund, Sterling Capital Real Estate Fund, Sterling Capital Small Cap Value Fund, Sterling Capital Ultra Short Bond Fund, Sterling Capital Short Duration Bond Fund, Sterling Capital Intermediate U.S. Government Fund, Sterling Capital Total Return Bond Fund, Sterling Capital Long Duration Corporate Bond Fund, Sterling Capital Quality Income Fund, Sterling Capital North Carolina Intermediate Tax-Free Fund, Sterling Capital South Carolina Intermediate Tax-Free Fund, Sterling Capital Virginia Intermediate Tax-Free Fund, and Sterling Capital West Virginia Intermediate Tax-Free Fund (each a “Fund” and collectively, the “Funds”).
The first Special Meeting (the “First Special Meeting”) is scheduled for [June 24], 2024, at [10:00] a.m., Eastern Time and the second Special Meeting (the “Second Special Meeting) is scheduled for [June 24], 2024, at [10:30] a.m., Eastern Time, in each case at the offices of Sterling Capital Management LLC (“Sterling Capital” or the “Adviser”), at 434 Fayetteville Street, Suite 500, Raleigh, North Carolina 27601. The Special Meetings are being held for the following purposes, which are more fully described in the accompanying Proxy Statement:
| 1. | At the First Special Meeting, you will be asked to approve an Investment Advisory Agreement between Sterling Capital Funds, on behalf of each series thereof, and Sterling Capital Management LLC; |
| 2. | At the Second Special Meeting, you will be asked to elect Scott A. Haenni as a Trustee of the Funds; and |
| 3. | To transact any such other business as may properly come before the Special Meetings or any adjournments thereof. |
For the reasons discussed in the enclosed materials, the Funds’ Board recommends that you vote to “FOR” each of the above proposals.
We appreciate your participation and prompt response in this matter and thank you for your continued support.
| Sincerely, | ||
| /s/ Drew T. Kagan | ||
| Drew T. Kagan | ||
| Chair of the Board of Sterling Capital Funds |
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARDS IS REQUESTED. A SELF ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.
2
QUESTIONS AND ANSWERS
The following “Questions and Answers” section is a summary and is not intended to be as detailed as the discussion found in the proxy materials. For this reason, the information is qualified in its entirety by reference to the enclosed proxy statement to shareholders (the “Proxy Statement”).
| Q. | Why am I receiving this Proxy Statement? |
| A. | You are receiving these proxy materials (the Proxy Statement and your proxy cards) because you have the right to vote on important proposals concerning the Funds, including the approval of the Investment Advisory Agreement (the “New Agreement”) and the election of a Trustee. |
| Q. | Why is the Board of Trustees requesting the approval of a new Investment Advisory Agreement for each of the Funds? |
| A. | On February 2, 2024, Guardian Capital Group Limited (“Guardian”) entered into a unit purchase agreement under which Guardian’s wholly owned subsidiary, Guardian Capital LLC, will acquire 100% of the voting interests of Sterling Capital Management LLC (“Sterling Capital”) from Truist Financial Corporation (“Truist”) (the “Transaction”). The closing of the Transaction (the “Closing”) is subject to certain conditions and is expected to take place near the end of the second quarter of 2024. |
The Transaction, if consummated, will result in a change of control of Sterling Capital effective as of the Closing. Consequently, pursuant to the terms of the current investment advisory agreement between Sterling Capital and the Trust, on behalf of each Fund (the “Current Agreement”), the Transaction would be deemed an assignment, as such term is used for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Current Agreement and result in its automatic termination.
Guardian has indicated that, following the Closing, it plans to operate Sterling Capital as a standalone entity, led by the current team of management and senior professionals, providing continuity and stability for Sterling Capital’s clients. The Transaction is not expected to result in any changes in the personnel managing the Funds or the manner in which the Funds’ portfolios are managed. In addition, the fee rates paid by each Fund for investment advisory services under the Current Agreement and the New Agreement are identical.
Section 15(a) of the 1940 Act prohibits any person from serving as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the shareholders of such registered investment company. Therefore, in order for Sterling Capital to continue to serve as investment adviser to each Fund on an ongoing basis after the Closing, the Fund’s shareholders must approve the New Agreement.
3
| Q. | Why is the Board of Trustees proposing the election of Scott A. Haenni to the Board of each Fund? |
| A. | Effective May 17, 2023, Alexander W. McAlister, who previously served as Sterling Capital’s Chief Executive Officer, retired from the Board, and the Board appointed Scott A. Haenni, Mr. McAlister’s successor as Sterling Capital’s Chief Executive Officer, to the Board. Mr. Haenni is considered an “interested person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act, as amended, due to his position as Chief Executive Officer of Sterling Capital. |
Mr. Haenni was previously appointed to the Board without a vote of shareholders in compliance with applicable law, and the Board is now asking shareholders to elect Mr. Haenni to the Board. Each other current Trustee was last elected by shareholders on October 12, 2022.
| Q. | What if I do not return my proxy voting ballot? |
| A. | In order to conduct the Special Meetings, a quorum must be present, in person or by proxy, at each Special Meeting. A quorum with respect to a matter before each Special Meeting is defined as representation of over 50% of the shares outstanding for the Funds as of [April 8], 2024, entitled to vote on the matter. In the event that not enough shareholders return the enclosed proxy ballot cards to achieve a quorum, the Funds will be required to conduct additional solicitations. In order to avoid the time and cost associated with such additional solicitations, please return the completed proxy ballots as soon as possible. |
| Q. | How do the Trustees suggest that I vote? |
| A. | After careful consideration, the Board unanimously recommends that you vote “FOR” the approval of the New Agreement and “FOR” the election of Scott Haenni as a Trustee. The Board also urges you to vote and return the enclosed proxy cards. |
| Q. | How can I vote? |
| A. | You can vote in one of four ways: |
| ○ | Over the Internet, through the website listed on the proxy cards, |
| ○ | By telephone, using the toll-free number listed on the proxy cards, |
| ○ | By mail, using the enclosed proxy cards -- be sure to sign, date and return the proxy cards in the enclosed postage-paid envelope, or |
| ○ | In person at the Shareholder Meetings on [June 24], 2024. |
4
| Q. | Whom should I call with questions about this proxy? |
| A. | If you have any questions regarding this proxy, please contact your investment representative, or call [Broadridge Financial Solutions, Inc., the Fund’s proxy solicitor, toll-free at (888) 596-1876.] |
5
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
STERLING CAPITAL BEHAVIORAL LARGE CAP VALUE EQUITY FUND
STERLING CAPITAL MID VALUE FUND
STERLING CAPITAL BEHAVIORAL SMALL CAP VALUE EQUITY FUND
STERLING CAPITAL SPECIAL OPPORTUNITIES FUND
STERLING CAPITAL EQUITY INCOME FUND
STERLING CAPITAL BEHAVIORAL INTERNATIONAL EQUITY FUND
STERLING CAPITAL MID CAP RELATIVE VALUE FUND
STERLING CAPITAL REAL ESTATE FUND
STERLING CAPITAL SMALL CAP VALUE FUND
STERLING CAPITAL ULTRA SHORT BOND FUND
STERLING CAPITAL SHORT DURATION BOND FUND
STERLING CAPITAL INTERMEDIATE U.S. GOVERNMENT FUND
STERLING CAPITAL TOTAL RETURN BOND FUND
STERLING CAPITAL LONG DURATION CORPORATE BOND FUND
STERLING CAPITAL QUALITY INCOME FUND
STERLING CAPITAL NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL VIRGINIA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
434 Fayetteville Street, Suite 500
Raleigh, North Carolina 27601
SCHEDULED FOR [JUNE 24], 2024
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the “First Special Meeting”) of Sterling Capital Behavioral Large Cap Value Equity Fund, Sterling Capital Mid Value Fund, Sterling Capital Behavioral Small Cap Value Equity Fund, Sterling Capital Special Opportunities Fund, Sterling Capital Equity Income Fund, Sterling Capital Behavioral International Equity Fund, Sterling Capital Mid Cap Relative Value Fund, Sterling Capital Real Estate Fund, Sterling Capital Small Cap Value Fund, Sterling Capital Ultra Short Bond Fund, Sterling Capital Short Duration Bond Fund, Sterling Capital Intermediate U.S. Government Fund, Sterling Capital Total Return Bond Fund, Sterling Capital Long Duration Corporate Bond Fund, Sterling Capital Quality Income Fund, Sterling Capital North Carolina Intermediate Tax-Free Fund, Sterling Capital South Carolina Intermediate Tax-Free Fund, Sterling Capital Virginia Intermediate Tax-Free Fund, and Sterling Capital West Virginia Intermediate Tax-Free Fund (each a “Fund” and collectively, the “Funds”), will be held on [June 24], 2024, at [10:00] a.m., Eastern Time at 434 Fayetteville Street, Suite 500, Raleigh, North Carolina 27601. The First Special Meeting is being held so that shareholders can consider the following proposal, which is more fully described in the accompanying Proxy Statement:
6
| 1. | To approve an Investment Advisory Agreement between Sterling Capital Funds, on behalf of each series thereof, and Sterling Capital Management LLC; and |
| 2. | To transact any such other business as may properly come before the First Special Meeting or any adjournment thereof. |
After careful consideration, the Board of Trustees unanimously recommends that shareholders vote “FOR” the above proposal.
Shareholders of record at the close of business on [April 8], 2024 (the “Shareholders”), are entitled to notice of, and to vote at, the First Special Meeting or any adjournments or postponements thereof.
Regardless of whether you plan to attend the First Special Meeting, please complete, sign, and return promptly the enclosed Proxy Ballot so that a quorum will be present and a maximum number of shares may be voted. You may revoke your proxy at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the Funds or by voting in person at the First Special Meeting.
| By Order of the Trustees | ||
| /s/ Todd M. Miller | ||
| Todd M. Miller | ||
| Treasurer and Secretary |
[April 25], 2024
It is important that your shares be represented at the First Special Meeting no matter how many shares you own. If you do not expect to attend the First Special Meeting, please complete, date, sign and return the applicable enclosed proxy card in the accompanying envelope, which requires no postage if mailed in the United States. Please mark and mail your proxy promptly in order to save the Funds any additional costs of further proxy solicitations and in order for the First Special Meeting to be held as scheduled.
7
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
STERLING CAPITAL BEHAVIORAL LARGE CAP VALUE EQUITY FUND
STERLING CAPITAL MID VALUE FUND
STERLING CAPITAL BEHAVIORAL SMALL CAP VALUE EQUITY FUND
STERLING CAPITAL SPECIAL OPPORTUNITIES FUND
STERLING CAPITAL EQUITY INCOME FUND
STERLING CAPITAL BEHAVIORAL INTERNATIONAL EQUITY FUND
STERLING CAPITAL MID CAP RELATIVE VALUE FUND
STERLING CAPITAL REAL ESTATE FUND
STERLING CAPITAL SMALL CAP VALUE FUND
STERLING CAPITAL ULTRA SHORT BOND FUND
STERLING CAPITAL SHORT DURATION BOND FUND
STERLING CAPITAL INTERMEDIATE U.S. GOVERNMENT FUND
STERLING CAPITAL TOTAL RETURN BOND FUND
STERLING CAPITAL LONG DURATION CORPORATE BOND FUND
STERLING CAPITAL QUALITY INCOME FUND
STERLING CAPITAL NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL VIRGINIA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
434 Fayetteville Street, Suite 500
Raleigh, North Carolina 27601
SCHEDULED FOR [JUNE 24], 2024
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the “Second Special Meeting”) of Sterling Capital Behavioral Large Cap Value Equity Fund, Sterling Capital Mid Value Fund, Sterling Capital Behavioral Small Cap Value Equity Fund, Sterling Capital Special Opportunities Fund, Sterling Capital Equity Income Fund, Sterling Capital Behavioral International Equity Fund, Sterling Capital Mid Cap Relative Value Fund, Sterling Capital Real Estate Fund, Sterling Capital Small Cap Value Fund, Sterling Capital Ultra Short Bond Fund, Sterling Capital Short Duration Bond Fund, Sterling Capital Intermediate U.S. Government Fund, Sterling Capital Total Return Bond Fund, Sterling Capital Long Duration Corporate Bond Fund, Sterling Capital Quality Income Fund, Sterling Capital North Carolina Intermediate Tax-Free Fund, Sterling Capital South Carolina Intermediate Tax-Free Fund, Sterling Capital Virginia Intermediate Tax-Free Fund, and Sterling Capital West Virginia Intermediate Tax-Free Fund (each a “Fund” and collectively, the “Funds”), will be held on [June 24], 2024, at [10:30] a.m., Eastern Time at 434 Fayetteville Street, Suite 500, Raleigh, North Carolina 27601. The Second Special Meeting is being held so that shareholders can consider the following proposal, which is more fully described in the accompanying Proxy Statement:
| 1. | To elect Scott A. Haenni as a Trustee to the Board of each Fund; and |
8
| 2. | To transact any such other business as may properly come before the Second Special Meeting or any adjournment thereof. |
After careful consideration, the Board of Trustees unanimously recommends that shareholders vote “FOR” the above proposal.
Shareholders of record at the close of business on [April 8], 2024 (the “Shareholders”), are entitled to notice of, and to vote at, the Second Special Meeting or any adjournments or postponements thereof.
Regardless of whether you plan to attend the Second Special Meeting, please complete, sign, and return promptly the enclosed Proxy Ballot so that a quorum will be present and a maximum number of shares may be voted. You may revoke your proxy at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the Funds or by voting in person at the Second Special Meeting.
| By Order of the Trustees | ||
| /s/ Todd M. Miller | ||
| Todd M. Miller | ||
| Treasurer and Secretary |
[April 25], 2024
It is important that your shares be represented at the Second Special Meeting no matter how many shares you own. If you do not expect to attend the Second Special Meeting, please complete, date, sign and return the applicable enclosed proxy card in the accompanying envelope, which requires no postage if mailed in the United States. Please mark and mail your proxy promptly in order to save the Funds any additional costs of further proxy solicitations and in order for the Second Special Meeting to be held as scheduled.
9
PROXY STATEMENT
[APRIL 25], 2024
STERLING CAPITAL BEHAVIORAL LARGE CAP VALUE EQUITY FUND
STERLING CAPITAL MID VALUE FUND
STERLING CAPITAL BEHAVIORAL SMALL CAP VALUE EQUITY FUND
STERLING CAPITAL SPECIAL OPPORTUNITIES FUND
STERLING CAPITAL EQUITY INCOME FUND
STERLING CAPITAL BEHAVIORAL INTERNATIONAL EQUITY FUND
STERLING CAPITAL MID CAP RELATIVE VALUE FUND
STERLING CAPITAL REAL ESTATE FUND
STERLING CAPITAL SMALL CAP VALUE FUND
STERLING CAPITAL ULTRA SHORT BOND FUND
STERLING CAPITAL SHORT DURATION BOND FUND
STERLING CAPITAL INTERMEDIATE U.S. GOVERNMENT FUND
STERLING CAPITAL TOTAL RETURN BOND FUND
STERLING CAPITAL LONG DURATION CORPORATE BOND FUND
STERLING CAPITAL QUALITY INCOME FUND
STERLING CAPITAL NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL VIRGINIA INTERMEDIATE TAX-FREE FUND
STERLING CAPITAL WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
(each, a “Fund” and collectively, the “Funds”)
SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON [JUNE 24], 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON [JUNE 24], 2024
This
Proxy Statement and the accompanying Notices of Special Meetings of Shareholders are available at the website listed on your proxy
cards. In addition, shareholders may obtain copies of Sterling Capital Funds’ annual report, dated September 30, 2023, and
semi-annual report, dated March 31, 2023, without charge, upon request, by writing to Sterling Capital Funds c/o Sterling Capital
Management LLC, 4350 Congress Street, Suite 1000, Charlotte, North Carolina, 28209, by calling 1-800-228-1872, or by visiting
www.sterlingcapitalfunds.com.
10
INTRODUCTION
This proxy statement (“Proxy Statement”) and enclosed proxy cards are being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of Sterling Capital Funds (the “Trust”) for use at two special meetings of shareholders of the Trust to be held at 434 Fayetteville Street, Suite 500, Raleigh, North Carolina 27601, on June 24, 2024, and all adjournments or postponements of all or any portion thereof (the “Special Meetings”).
The Board has called the Special Meetings and is soliciting proxies from shareholders of the Trust for the purposes listed below:
| 1. | At the first Special Meeting (the “First Special Meeting”), you will be asked to approve an Investment Advisory Agreement between Sterling Capital Funds, on behalf of each series thereof, and Sterling Capital Management LLC (“Sterling Capital”); |
| 2. | At the second Special Meeting (the “Second Special Meeting”), you will be asked to elect Scott A. Haenni as a Trustee of the Trust; and |
| 3. | To transact any such other business as may properly come before the Special Meetings or any adjournment thereof. |
The Proxy Statement and the accompanying notices and proxy cards are being first mailed to shareholders on or about [April 25], 2024.
Voting Procedures
Shareholders of record (“Shareholders”) at the close of business on [April 8], 2024 (the “Record Date”), are entitled to vote at the Special Meetings and any adjournment(s) thereof. Each full share is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote. This proxy statement and the enclosed proxy cards will be sent to Shareholders on or about [April 25], 2024.
A quorum must be present at each Special Meeting for the transaction of business. A quorum with respect to the matter before each Special Meeting is defined as representation of over 50% of the Trust’s shares outstanding as of the Record Date. [For purposes of determining the presence of a quorum and counting votes on the matters presented, shares represented by abstentions and “broker non-votes” will be counted as present, but not as votes cast, at the Special Meetings.]
11
The
proxy is revocable at any time before it is voted by sending written notice of the revocation or a subsequently executed proxy
to the Trust at the above address or by appearing personally and voting at the Special Meetings. The cost of preparing and mailing
the Notice of Special Meetings, the proxy cards, this proxy statement and any additional proxy material has been or will be borne
by Sterling Capital and/or Truist Financial Corporation; the Funds will not bear these costs. Please see “Additional Information”
below for more information regarding solicitation of proxies. Proxy solicitations will be made primarily by mail, but may also
be made by telephone, facsimile or in person by certain officers or employees of the Trust or Sterling Capital Management LLC,
each Fund's administrator. In the event that a shareholder signs and returns the proxy ballot but does not indicate a choice as
to any of the items in the proxy ballot, the proxy holders will vote those shares FOR each proposal.
12
PART 1
FIRST SHAREHOLDER MEETING: PROPOSAL 1
APPROVAL OF INVESTMENT ADVISORY AGREEMENT BETWEEN
THE TRUST AND STERLING CAPITAL MANAGEMENT LLC
As more fully described below, it is proposed that Sterling Capital Management LLC (“Sterling Capital” or the “Adviser”) continue to serve as the investment adviser to the Funds, following the automatic termination of the existing Investment Advisory Agreement, between the Trust and Sterling Capital (the “Current Agreement”) upon the Closing of the Transaction (each as defined below).
On March 27, 2024, the Trustees, including a majority of Trustees who are not “interested persons” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously voted to approve the proposed Investment Management Agreement (the “New Agreement”) with respect to each Fund. The Trustees recommend that Shareholders of each Fund approve the New Agreement.
Only shareholders of record of a Fund at the close of business on [April 8], 2024 (“Shareholders”), will be entitled to vote on the New Agreement with respect to that Fund at the First Special Meeting. Each whole share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote on each matter to be acted upon at the First Special Meeting. Shares represented by your duly represented proxy will be voted in accordance with your instructions. In the event that a Shareholder signs and returns the proxy ballot, but does not indicate a choice, the persons named as proxies will vote those shares in favor of such proposal(s).
On or about [April 25], 2024, this proxy statement and the enclosed proxy cards are being mailed to Shareholders.
13
SUMMARY OF THE TRANSACTION
Sterling Capital Management LLC (“Sterling Capital” or the “Adviser”) is the investment adviser for the Funds. Sterling Capital, with its headquarters located at 4350 Congress Street, Suite 1000, Charlotte, North Carolina 28209, is a North Carolina limited liability company and currently an independently managed subsidiary of Truist Financial Corporation (“Truist”). Truist is a financial holding company that, through its subsidiaries, provides general commercial, mortgage and retail banking services, as well as trust, investment and retail and insurance services, with 275 years of combined history between its predecessors. Sterling Capital manages and supervises the investment of the Funds’ assets on a discretionary basis, subject to oversight by the Board of Trustees. Sterling Capital has provided investment management services to corporations, pension and profit-sharing plans, trusts, estates and other institutions and individuals since 1970. As of December 31, 2023, Sterling Capital has more than $76 billion in assets under management.
On February 2, 2024, Guardian Capital Group Limited (“Guardian”) announced that it had entered into a unit purchase agreement under which Guardian’s wholly owned subsidiary, Guardian Capital LLC, will acquire 100% of the voting interests of Sterling Capital from Truist (the “Transaction”). The closing of the Transaction (the “Closing”) is subject to certain conditions and is expected to take place near the end of the second quarter of 2024.
The Transaction, if consummated, will result in a change of control of Sterling Capital effective as of the Closing. Consequently, pursuant to the terms of the Current Agreement between Sterling Capital and the Trust, on behalf of each Fund, the Transaction would be deemed an assignment, as such term is used for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Current Agreement and result in its automatic termination.
Section 15(a) of the 1940 Act prohibits any person from serving as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the shareholders of such registered investment company. Therefore, in order for Sterling Capital to continue to serve as investment adviser to a Fund after the Closing, Shareholders of that Fund must approve the New Agreement.
Guardian has indicated that, following the Closing, it plans to operate Sterling Capital as a standalone entity, led by the current team of management and senior professionals, providing continuity and stability for Sterling Capital’s clients. The Transaction is not expected to result in any changes in the personnel managing the Funds or the manner in which the Funds’ portfolios are managed. In addition, the fee rates paid by each Fund for investment advisory services under the Current Agreement and the New Agreement are identical.
EVALUATION BY THE BOARD
The Trustees considered the New Agreement over the course of multiple meetings, including an initial discussion on January 16, 2024, an in-person meeting held February 20-21, 2024, a virtual meeting held on March 7, 2024, and an in-person meeting held on March 27, 2024. Over the course of these meetings, the Trustees, including the Independent Trustees, discussed and evaluated the New Agreement, taking into consideration the Transaction and its possible effect on Sterling Capital and the Funds. Representatives of Sterling Capital and Guardian attended portions of certain of these meetings at the Trustees’ request to discuss the impact of the Transaction on Sterling Capital and the Funds, and to answer questions from the Trustees. These representatives confirmed to the Trustees that Sterling Capital would continue to operate as a standalone entity following the Transaction and would be led by the current team of management and senior professionals, providing continuity and stability for the Funds. These representatives also confirmed Guardian’s commitment to the continued growth and success of Sterling Capital, including the Funds, and reaffirmed that there would not be any changes in the personnel managing the Funds or to the manner in which the Funds’ portfolios are managed as a result of the Transaction. The Trustees requested and considered extensive written materials furnished by Sterling Capital and Guardian to facilitate their review of the New Agreement. Based on these materials and discussions with representatives of Sterling Capital and Guardian, the Trustees concluded that the investment advisory services to be provided to the Funds under the New Agreement were expected to be consistent in all material respects with current services and in no respect diminished. As part of their deliberations, the Independent Trustees conducted multiple private meetings with their independent legal counsel, outside the presence of Sterling Capital and other Fund management. In their deliberations regarding the New Agreement, the Trustees attributed different weights to various factors involved in their analysis of the New Agreement, and in each case no factor alone was considered determinative. In connection with approving the New Agreement at an in-person meeting on March 27, 2024, the Trustees determined that the arrangement between the Trust and the Adviser, as provided in the New Agreement, was fair and reasonable and that approval of the New Agreement was in the best interests of each applicable Fund and its shareholders.
14
The Trustees also considered the following factors, among others, in reaching their conclusions.
Portfolio Management Continuity – The degree of continuity of advisory services to be provided by Sterling Capital to the Funds upon completion of the Transaction should be very high since those services are expected to be provided by the same personnel who are currently providing such services. In addition, the investment objectives and principal investment strategies of the Funds are expected to remain the same.
The Nature, Extent and Quality of the Services to be Provided – Given the continuity noted above, as well as the substantially unchanged contractual terms, the nature and extent of services expected to be provided by Sterling Capital is expected to be unchanged and consistent with industry norms, and the quality of services expected to be provided by Sterling Capital is expected to be satisfactory or better.
Investment Performance – In light of the ongoing oversight of performance by the Board at its regular meetings, the recent completion of the 2023 annual contract review and the expectation of conducting its annual contract review for each Fund again later in 2024, for purposes of this review the Board focused on ensuring continuity of investment advisory services as opposed to requesting and analyzing additional performance-related materials.
15
The Cost of Services, Fees Received and Profitability to be Realized by the Adviser and its Affiliates – The Trustees noted that there would be no increases in fees paid by the Funds under the New Agreement and that the Board had recently concluded that the Funds’ current fees are fair and reasonable as part of the 2023 annual contract review. The Trustees also noted that the Transaction was not expected to have a material near-term impact on Sterling Capital’s profitability with respect to the Funds, and that the Board had recently concluded that Sterling Capital’s profitability as a result of its relationship with the Funds was acceptable as part of the 2023 annual contract review. The Trustees also noted that the Transaction was not expected to have a material near-term impact on the “fallout benefits” to Sterling Capital and its affiliates as a result of Sterling Capital providing investment advisory services to the Funds.
Economies of Scale – The Trustees noted that the fees paid by the Funds for investment advisory services would be the same under the New Agreement as the Current Agreement, and that the Transaction was not expected to have a material near-term impact on Fund assets. The Trustees also noted that Sterling Capital’s current fee waivers with respect to the Funds would be unchanged following the Closing of the Transaction, and that the Trustees had recently concluded that each Fund’s fee schedule represents an appropriate sharing between the Fund and Sterling Capital of such economies of scale as may exist at current asset levels.
After considering these factors, among others, the Trustees concluded that approval of the New Agreement was in the best interests of each applicable Fund and its Shareholders.
Description of the Proposed INVESTMENT Advisory Agreement
A copy of the form of New Agreement is included as Exhibit [_] to this proxy statement. The terms of the New Agreement are substantially identical to those of the Current Agreement. Under the New Agreement, Sterling Capital would act as adviser to the Funds with regard to selecting the Funds’ investments and placing all orders for purchases and sales of the Funds’ securities. The Adviser’s investment decisions and trading activities would be subject to the direction and supervision of the Trustees and to any written guidelines adopted by the Trustees and furnished to the Adviser, and would be in accordance with their respective Funds’ written investment objectives and restrictions, as set forth in each Fund’s then-current prospectus and statement of additional information (“SAI”).
If Shareholder approval of the New Agreement is obtained, the New Agreement will become effective with respect to the applicable Fund upon (1) the completion of the Transaction, and (2) approval by Shareholders of the Fund. The effectiveness of the New Agreement with respect to a Fund is not contingent in any way on shareholder approval of the New Agreement with respect to any other Fund. The New Agreement will continue until January 31, 2025 and thereafter, if not terminated, for successive twelve-month periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board who are not parties to the New Agreement or interested persons of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees or by vote of a majority of the outstanding voting securities of each Fund. The New Agreement may be terminated with respect to a particular Fund at any time on 60 days’ written notice, without the payment of any penalty, by the Trust (by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund) or by the Adviser. The New Agreement also terminates automatically in the event of its assignment, as that term is defined in the 1940 Act.
16
Under the New Agreement, subject to the supervision of the Trust, and in accordance with each Fund’s investment objectives, policies and restrictions as set forth in each Fund’s then-current prospectus and SAI, the Adviser would supervise the day-to-day operations of the Funds and perform the following services:
| (i) | provide investment research and management with respect to all securities and investments and cash equivalents in the Funds; |
| (ii) | conduct a continual program of investment of the Funds’ assets; |
| (iii) | place orders for purchases and sales of investments made for the Funds; and |
| (iv) | maintain the books and records required in connection with their duties under the New Agreement and furnish the Boards with such periodic and special reports as the Boards may reasonably request. |
In consideration for the services provided and expenses assumed under the New Agreement, each Fund agrees to pay Sterling Capital (i) the fee set forth in the tables below or (ii) such fee as may from time to time be agreed upon in writing by the Trust and Sterling Capital.
Advisory Fees:
| Fund | Annual Fee |
| Behavioral Large Cap Value Equity Fund | 0.45% |
| Mid Value Fund | 0.60% |
| Behavioral Small Cap Value Equity Fund | 0.60% |
| Special Opportunities Fund | 0.65% |
| Equity Income Fund | 0.55% |
| Behavioral International Equity Fund | 0.40% |
| Mid Cap Relative Value Fund | 0.60% |
| Real Estate Fund | 0.575% |
| Small Cap Value Fund | 0.75% |
| Ultra Short Bond Fund | 0.20% |
| Short Duration Bond Fund | 0.20% |
| Intermediate U.S. Government Fund | 0.32% |
| Total Return Bond Fund | 0.25% |
| Long Duration Corporate Bond Fund | 0.25% |
17
| Quality Income Fund | 0.35% |
| North Carolina Intermediate Tax-Free Fund | 0.35% |
| South Carolina Intermediate Tax-Free Fund | 0.35% |
| Virginia Intermediate Tax-Free Fund | 0.35% |
| West Virginia Intermediate Tax-Free Fund | 0.35% |
Under the New Agreement, the Adviser is not liable for any error of judgment, mistake of law or for any loss suffered by the Funds, except that the Adviser is liable to the Funds for a loss resulting from (i) the Adviser’s breach of fiduciary duty under the 1940 Act with respect to the receipt of compensation for services or (ii) the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or the Adviser’s reckless disregard of its obligations and duties under the New Agreement.
The Trustees unanimously recommend that Shareholders vote to approve the New Agreement. Approval by Shareholders of the New Agreement will result in no change to the contractual rate of the advisory fees paid by the Funds.
In the event that holders of a majority of the outstanding shares of the Funds vote in the negative with respect to the New Agreement, the Trustees will consider such further action as they may determine to be in the best interests of the Funds’ Shareholders.
Please see the Funds’ current prospectuses and SAI for complete information on the Funds’ current investment strategies, techniques and restrictions.
You should read the New Agreement attached hereto as Exhibit [ ]. The description in this Proxy Statement of the New Agreement is only a summary.
Description of the Interim Advisory Agreement
As permitted by Rule 15a-4 under the 1940 Act (“Rule 15a-4”), if shareholder approval of the New Agreement with respect to a Fund has not been obtained by the Closing, Sterling Capital will provide investment advisory services to any such Fund(s) under an Interim Investment Advisory Agreement between Sterling Capital and the Trust, on behalf of such Fund(s) (the “Interim Agreement”). The Interim Agreement was approved by the Board at an in-person meeting on March 27, 2024.
The Interim Agreement may be terminated with respect to each Fund on 60 days written notice by (i) the Trust at any time without the payment of any penalty by vote of the respective Boards or by vote of a majority of the outstanding voting securities of the Fund, or (ii) by Sterling Capital. In addition, the Interim Agreement immediately terminates (i) in the event of its assignment, (ii) upon effectiveness of the New Agreement, or (iii) on the expiration of 150 days after the date of the Closing, which is the date on which the Interim Agreement will become effective.
18
The terms of the Interim Agreement are substantially identical to those of the Current Agreement and the New Agreement, except for: (i) different effective and termination dates; (ii) the different termination provisions referenced above; (iii) the compensation earned by Sterling Capital with respect to a Fund under the Interim Agreement would be held in an interest-bearing escrow account with the Fund’s custodian or a bank pending shareholder approval of the New Agreement with respect to the Fund; and (iv) certain other provisions required by Rule 15a-4. The tables presented above also reflect the advisory fees that would be paid under the Interim Agreement.
Description of the Existing Investment Advisory Agreement
At present, Sterling Capital serves as investment adviser to each of the Funds pursuant to an investment advisory agreement dated October 1, 2010, as amended (the “Current Agreement”). The Current Agreement between Sterling Capital and the Funds was last submitted to a vote of shareholders on August 27, 2010.
The Current Agreement will continue in effect for successive periods of twelve months each ending on January 31, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board who are not parties to the Current Agreement or interested persons of any party to the Current Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Board or by the vote of a majority of the outstanding voting securities of the Funds. The Board most recently voted to continue the Current Agreement on November 16, 2023. The Current Agreement may be terminated with respect to a Fund at any time on sixty days’ written notice without penalty by a Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the investment adviser. The Current Agreement terminates automatically in the event of its assignment, as that term is defined in the 1940 Act.
Under the Current Agreement, Sterling Capital provides or causes to be provided a continuous investment program for the Funds, including investment research and management with respect to all securities and investments and cash equivalents in the Funds. Sterling Capital continuously reviews, supervises and administers the Funds’ investment programs. The terms of the Current Agreement are substantially identical to those of the New Agreement.
The table below provides details on the aggregate amount of advisory fees each Fund paid to Sterling Capital, and how much of those fees were waived by Sterling Capital during the previous fiscal year.1
| 1 | Certain of the Funds are currently subject to a fee waiver or expense limitation agreement. The Board has approved a new, identical fee waiver or expense limitation agreement for each such Fund, to take effect upon Closing. |
19
| Fund | Amount Paid | Amount Waived |
| Behavioral Large Cap Value Equity Fund | $140,492 | $19,663 |
| Mid Value Fund | $287,869 | $8,240 |
| Behavioral Small Cap Value Equity Fund | $713,485 | - |
| Special Opportunities Fund | $3,195,201 | - |
| Equity Income Fund | $11,402,471 | - |
| Behavioral International Equity Fund | $487,613 | - |
| Mid Cap Relative Value Fund | $273,994 | - |
| Real Estate Fund | $426,840 | - |
| Small Cap Value Fund | $2,385,090 | $51,050 |
| Ultra Short Bond Fund | $61,151 | $91,779 |
| Short Duration Bond Fund | $256,403 | $40,557 |
| Intermediate U.S. Government Fund | $54,142 | $32,613 |
| Total Return Bond Fund | $2,588,359 | 583,514 |
| Long Duration Corporate Bond Fund | $70,749 | $59,078 |
| Quality Income Fund | $293,618 | $33,556 |
| North Carolina Intermediate Tax-Free Fund | $505,207 | - |
| South Carolina Intermediate Tax-Free Fund | $130,267 | $6,375 |
| Virginia Intermediate Tax-Free Fund | $252,785 | - |
| West Virginia Intermediate Tax-Free Fund | $298,688 | - |
Required Vote
Each Fund will vote separately on the New Agreement. Approval of the New Agreement with respect to a Fund requires the affirmative vote of the lesser of: (a) 67% or more of the outstanding shares of the Fund present at the First Special Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund. The effectiveness of the New Agreement with respect to a Fund is not contingent on shareholder approval of the New Agreement respect to any other Fund.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE FOR THE PROPOSED AGREEMENT.
20
PART 2
SECOND SHAREHOLDER MEETING: PROPOSAL 1
ELECTION OF SCOTT A. HAENNI TO THE BOARD OF EACH FUND
The Board has proposed that Mr. Haenni, Chief Executive Officer (“CEO”) of Sterling Capital, stand for election by the shareholders. Mr. Haenni was appointed to the Board without a vote of shareholders, as permitted by Section 16(a) of the 1940 Act. Mr. Haenni is deemed to be an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds because he is an officer of Sterling Capital. The Board is recommending that shareholders elect Mr. Haenni to the Board. All shares represented by valid proxy cards will be voted in favor of the election of Mr. Haenni unless a shareholder specifically indicates on a proxy the desire to withhold authority to vote. Mr. Haenni has consented to being named in this Proxy Statement and has agreed to continue to serve as a Trustee if elected.
Section 16(a) of the 1940 Act provides that no person shall serve as a trustee of a registered investment company unless elected to that office by the holders of the outstanding voting securities of such company, at an annual or a special meeting duly called for that purpose; except that vacancies occurring between such meetings may be filled in any otherwise legal manner if immediately after filling any such vacancy at least two-thirds of the trustees then holding office shall have been elected to such office by the shareholders of the company at such an annual or special meeting. Six of the seven current members of the Board of Trustees – including all Trustees other than Mr. Haenni – were last elected by shareholders in 2022.
Trustees who are not deemed to be “interested persons” of the Trust as defined in the 1940 Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Trust are referred to as “Interested Trustees.” Currently, the Trust has six Independent Trustees and one Interested Trustee. The current Interested Trustee is Mr. Haenni, who serves as Chief Executive Officer of Sterling Capital.
The Board of Trustees met four times during the last fiscal year. The Trustees also participate in regular “interim update” meetings held between Board meetings. The Funds have established procedures for shareholders to send communications to the Board of Trustees. Communications should be sent in writing to the Board of Trustees of the Sterling Capital Funds, 434 Fayetteville St., Suite 500, Raleigh, North Carolina 27601. During the fiscal year ended September 30, 2023, each of the Trustees attended at least 75% of the meetings of the Board and the committees of which such Trustee was a member. The Funds do not have annual shareholder meetings; therefore, the Funds do not have a policy regarding Trustee attendance at shareholder meetings.
Board Leadership Structure
The Board’s leadership structure includes Independent Trustees serving as Board Chair and as Chair of each of the Board’s Committees. This structure is reviewed by the Board regularly and the Board believes it to be appropriate and effective. All Independent Trustees are members of the Audit and Nominations Committees. Inclusion of all Independent Trustees in the Audit and Nominations Committees allows all such Trustees to participate in the full range of the Board’s oversight duties, including oversight of risk management processes.
21
The officers of the Trust are elected annually by the Board. The Chair of the Board of Trustees, the President, the Treasurer and the Secretary of the Trust shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Board. The Trust’s Chief Compliance Officer (“CCO”) must be approved by a majority of the Independent Trustees. Any officer may be removed, with or without cause, by the Board.
Board Oversight of Trust Risk
The Board of Trustees’ role is one of oversight, rather than active management. This oversight extends to the Funds’ risk management processes. Those processes are embedded in the responsibilities of officers of the Funds. The officers of the Funds, including the President and Principal Executive Officer, the Treasurer and Principal Financial Officer, and the CCO, report to the Board and to the Chairs of its Committees on a variety of matters at regular meetings of the Board and on an ad hoc basis.
Sterling Capital Funds have retained Sterling Capital as the Funds’ investment adviser and administrator. Sterling Capital provides the Funds with investment advisory services and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds’ investments and operations. Employees of Sterling Capital serve as the Funds’ officers (other than the Chair of the Board of Trustees), including the Funds’ President and Principal Executive Officer and the CCO. The Board provides oversight of the services provided by Sterling Capital, including risk management services. In the course of providing oversight, the Board receives a wide range of reports on the Funds’ activities, including regarding a Fund’s investment portfolio, the compliance of the Fund with applicable laws, and the Fund’s financial accounting and reporting. The Board meets periodically with Sterling Capital personnel to receive reports on Sterling Capital and other service providers’ risk management services. The Board also meets periodically with the Funds’ CCO to receive reports regarding the compliance of the Fund with the federal securities laws and the Funds’ internal compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of a Fund to receive reports regarding the management of such Fund, including its investment risks.
Information Regarding the Trustees and Officers of the Funds
The current Trustees and officers of the Funds, their year of birth, the position they hold with the Funds, their term of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the fund complex that the Trustee oversees and any other directorships held by the Trustee are listed in the two tables immediately following. The business address of the persons listed below is 434 Fayetteville St., Suite 500, Raleigh, North Carolina 27601.
22
| INDEPENDENT TRUSTEES | |||||
| (1) | (2) | (3) | (4) | (5) | (6) |
| NAME AND DATE OF BIRTH | POSITION(S) HELD WITH THE FUNDS |
TERM OF OFFICE / LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER DIRECTORSHIPS HELD BY TRUSTEE FOR THE PAST FIVE YEARS |
Drew T. Kagan Birthdate: 02/48
|
Trustee Chairman of the Board of Trustees
|
Indefinite, 08/00 - Present
|
Retired; from September 2010 to March 2013, Chairman, Montecito Advisors, Inc.; from December 2003 to September 2010, CEO, Montecito Advisors, Inc.; from March 1996 to December 2003, President, Investment Affiliate, Inc. | 19 | None |
Laura C. Bingham Birthdate: 11/56
|
Trustee | Indefinite, 02/01 - Present
|
From March 2013 to December 2019, Partner, Newport LLC; from July 2010 to March 2013, governance and leadership consultant; from June 1998 to July 2010, President and CEO of Peace College | 19 | None |
23
Douglas R. Van Scoy* Birthdate: 11/43
|
Trustee | Indefinite, 05/04 - Present
|
From 2010 to present, Partner, The Fresh Capital Group; from November 1974 to July 2001, employee of Smith Barney (investment banking), most recently as Deputy Director of Private Client Group and Senior Executive Vice President | 19 | None |
Alan G. Priest Birthdate: 05/52 |
Trustee | Indefinite, 07/12-Present |
Retired; from April 1993 to April 2012, Partner, Ropes & Gray LLP | 19 | None |
Kimberly R. Storms Birthdate: 05/72 |
Trustee | Indefinite, 10/22-Present |
From 2004 to 2021, Senior Vice President and Director of Fund Administration SS&C ALPS | 19 | Trustee, Elevation Series Trust (fka Consortio Funds Trust) (2022-Present) |
David L. Wedding Birthdate: 08/58
|
Trustee | Indefinite, 10/22-Present
|
Retired; from 2005 to 2020, Partner, Grant Thornton LLP | 19 | Board Member (2011-2020) and Chair of the Board (2012-2018), Grant Thornton LLP |
| INTERESTED TRUSTEE | |||||
Scott A. Haenni** Birthdate: 02/73 |
Trustee | Indefinite, 05/23 - Present |
From March 2023 to present, CEO, Sterling Capital; from January 2015 to March 2023, COO, Sterling Capital | 19 | Director, Sterling Capital |
| * | Mr. Van Scoy has indicated that he intends to retire from the Board effective June 30, 2024. The Board intends to reduce the number of Trustees from seven to six effective upon his retirement. |
| ** | Mr. Haenni is treated by the Funds as an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds because he is an officer of the Adviser. |
24
Information about Each Current Trustee’s Experience, Qualifications, Attributes or Skills for Board Membership.
The Board believes that each current Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees supports the conclusion that each individual currently serving as a Trustee should serve as a Trustee. The following specific experience, qualifications, attributes and/or skills were considered in respect of each Trustee:
| ● | Mr. Kagan – Significant executive experience including service as chief executive officer of an investment services organization and past service as a manager of a mutual fund complex and as an executive of a banking organization. |
| ● | Ms. Bingham – Significant executive experience as CEO and senior officer, including designation as a National Association of Corporate Directors Governance Fellow, service as college president overseeing endowment investments and business strategy, and service as a CEO/Board consultant, and as a director of charitable trusts and non-profit organizations. |
| ● | Mr. Van Scoy – Significant executive experience including past service as senior executive vice president of a large investment services organization. |
| ● | Mr. Priest - Significant experience as an attorney specializing in all aspects of investment company related laws and regulations. |
| ● | Ms. Storms – Significant experience with investment companies, including past service as senior vice president and director of fund administration of a large investment services organization as well as principal financial officer of several registered investment companies. |
| ● | Mr. Wedding – Significant experience conducting external audits and forensic accounting investigations for public and private companies and advising boards on financial and strategic matters. |
| ● | Mr. Haenni – Significant executive experience including serving as CEO of an investment services organization and previously serving as chief operating officer of an investment services organization. |
25
| OFFICERS | |||||
| (1) | (2) | (3) | (4) | (5) | (6) |
| NAME AND DATE OF BIRTH | POSITION(S) HELD WITH THE FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION DURING THE PAST 5 YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
James T. Gillespie Birthdate: 11/66
|
President | Indefinite, 12/12-Present
|
From August 2020 to present, Managing Director, Sterling Capital; From March 2012 to August 2020, Executive Director, Sterling Capital | N/A | N/A |
Todd M. Miller Birthdate: 09/71
|
Treasurer and Secretary | Indefinite, Treasurer, 01/15 - Present; Secretary, 08/10-Present |
From May 2021 to present, Executive Director, Sterling Capital; From June 2009 to April 2021, Director, Sterling Capital | N/A | N/A |
Michelle A. Whalen Birthdate: 04/69
|
Vice President | Indefinite, 11/15 - Present |
From May 2021 to present, Director, Sterling Capital; From August 2015 to April 2021, Associate Director & Senior Mutual Fund Administrator, Sterling Capital | N/A | N/A |
Charles A. Durham Birthdate: 06/79 |
Chief Compliance and Anti Money Laundering Officer | Indefinite, 06/18 - Present |
From June 2018 to present, Chief Compliance Officer and Executive Director, Sterling Capital | N/A | N/A |
26
Lisa M. Weaver Birthdate: 02/69
|
Assistant Treasurer | Indefinite, 08/23 - Present |
From April 2023 to present, Senior Vice President, Fund Accounting and Administration Department, The Bank of New York Mellon; From March 2018 to March 2023, Vice President, Fund Accounting and Administration, The Bank of New York Mellon | N/A | N/A |
Julie M. Powers Birthdate: 10/69
|
Assistant Secretary
|
Indefinite, 11/11 - Present
|
From November 2011 to present, Vice President, Regulatory Administration Department, The Bank of New York Mellon | N/A | N/A |
Trustee Holdings
Except as set forth below, as of December 31, 2023, no Trustee owned more than 1% of any class of shares of any Fund. As of December 31, 2023, the Trustees and officers as a group owned less than 1% of any class of shares of each Fund.
NAME OF TRUSTEE |
FUND NAME – SHARE CLASS |
TOTAL NUMBER OF SHARES BENEFICIALLY OWNED |
PERCENT OF CLASS OWNED |
27
TRUSTEE COMPENSATION | ||||
| NAME OF TRUSTEE OR NOMINEE FOR TRUSTEE | AGGREGATE COMPENSATION FROM THE FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2021 | PENSION RETIREMENT BENEFITS ACCRUED AS PART OF FUNDS EXPENSES | ESTIMATED ANNUAL BENEFITS UPON RETIREMENT | TOTAL COMPENSATION FROM FUNDS AND FUND COMPLEX PAID TO TRUSTEES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 |
| Drew T. Kagan | $154,000 | N/A | N/A | $154,000 |
| Laura C. Bingham | $137,500 | N/A | N/A | $137,500 |
| Douglas R. Van Scoy | $130,000 | N/A | N/A | $130,000 |
| Alan G. Priest | $148,000 | N/A | N/A | $148,000 |
| Kimberly R. Storms | $130,000 | N/A | N/A | $130,000 |
| David L. Wedding | $130,000 | N/A | N/A | $130,000 |
| Scott A. Haenni | N/A | N/A | N/A | N/A |
Committees of the Board of Trustees
AUDIT COMMITTEE
The purposes of the Audit Committee are to oversee the Funds’ accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Funds’ financial statements and the independent audit thereof; to consider the selection of an independent registered public accounting firm for the Funds and the scope of the audit; and to act as a liaison between the Funds’ independent registered public accounting firm and the full Board of Trustees. Messrs. Kagan, Priest, Van Scoy and Wedding, and Mses. Bingham and Storms serve on this Committee. Mr. Wedding serves as chair of the Audit Committee. For the fiscal year ended September 30, 2023, there were three meetings of the Audit Committee.
NOMINATIONS COMMITTEE
The purpose of the Nominations Committee is to recommend qualified candidates to the Board of Trustees in the event that a position is vacated or created. Messrs. Kagan, Priest, Van Scoy and Wedding, and Mses. Bingham and Storms serve on this Committee. Ms. Bingham serves as chair of the Nominations Committee. For the fiscal year ended September 30, 2023, there was one meeting of the Nominations Committee.
28
Pursuant to procedures adopted by the Board, the Nominations Committee may consider Trustee candidates recommended by members of the Nominations Committee, candidates recommended by other members of the Board, candidates recommended by shareholders, or candidates recommended by the Trust’s management. Shareholder recommendations should be submitted to the Nominations Committee in care of Sterling Capital Funds. Recommendations for candidates as Trustees of Sterling Capital Funds will be evaluated, among other things, in light of whether the number of Trustees is expected to change and whether the Trustees expect any vacancies.
Required Vote
A plurality of the votes cast in person or by proxy at the Second Special Meeting is required for the election of Mr. Haenni. Shareholders of all Funds will vote together as a single class on this Proposal.
THE
TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE ELECTION OF MR. HAENNI.
29
ADDITIONAL INFORMATION
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY
The Board does not know of any matters to be presented at the meetings other than the approval of an Investment Advisory Agreement for each Fund and the election of Mr. Haenni. If any other matters lawfully come before the Special Meetings, and in all procedural matters at the Special Meetings, it is the intention that the enclosed proxy shall be voted in accordance with the best judgment of the persons named as proxies therein, or their substitutes, present and acting at the Special Meetings.
If at the time any session of a Special Meeting is called to order, a quorum is not present, in person or by proxy, the persons named as proxies may vote those proxies that have been received to adjourn the Special Meeting to a later date. In the event that a quorum is present but sufficient votes in favor of one or more of the proposals have not been received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to any such proposal. All such adjournments will require the affirmative vote of holders of a majority of the shares present in person or by proxy at the session of the Special Meeting to be adjourned. The persons named as proxies will vote those proxies that they are entitled to vote in favor of each proposal, in favor of such an adjournment, and will vote those proxies required to be voted against each proposal, against any such adjournment. A vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if sufficient votes for its or their approval have been received. For sake of clarity, in the case of the First Special Meeting, where each Fund’s shareholders will vote separately on the New Agreement with respect to such Fund, those Funds for which a quorum is present and sufficient votes received in favor of the New Agreement as of a given Special Meeting date may hold their Special Meeting, while other Funds that have not received quorum or have not received sufficient votes in favor of the New Agreement may determine to adjourn to permit further solicitation of proxies.
Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts within a Fund or across several Funds. Additionally, unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be made by telephone at (888) 596-1876.
The Investment Adviser
Sterling Capital Management LLC (“Sterling Capital” or the “Adviser”) is the investment adviser for each of the Funds. Sterling Capital, with its main office located at 4350 Congress Street, Suite 1000, Charlotte, NC 28209, is a North Carolina limited liability company and is currently an independently managed subsidiary of Truist Financial Corporation (“Truist”). Truist is a financial holding company that, through its subsidiaries, provides general commercial, mortgage and retail banking services, as well as trust, investment and retail and insurance services. As of [September 30, 2023], Sterling Capital had approximately [$64] billion in assets under management. As noted above, on February 2, 2024, Guardian announced that it had entered into a unit purchase agreement under which Guardian’s wholly owned subsidiary, Guardian Capital LLC, will acquire 100% of the voting interests of Sterling Capital from Truist (the “Transaction”). The closing of the Transaction (the “Closing”) is subject to certain conditions and is expected to take place near the end of the second quarter of 2024.
30
The Administrator and Underwriter
Sterling Capital also serves as each Fund’s administrator. The administrative services of the Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, legal and dividend disbursing services. BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon Investment Servicing”), 301 Bellevue Parkway, Wilmington, DE 19809, currently serves as each Fund’s sub-administrator.
Sterling Capital Distributors, LLC (the “Distributor”), with its headquarters at 3 Canal Plaza, Suite 100, Portland ME 04101, serves as the principal underwriter of each Fund’s shares. The Distributor may pay any fee received under the Trust’s Rule 12b-1 Plan to brokers that provide distribution and shareholder services such as, pre-approved seminars, conferences and advertising to the extent permitted by applicable state or self-regulatory agencies, such as the Financial Industry Regulatory Authority. The Distributor is not affiliated with the Administrator or the Adviser or their affiliates.
Independent Registered Public Accounting Firm
The Audit Committee unanimously selected Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm for the fiscal year ending September 30, 2024. Cohen also served as the independent registered public accounting firm of each Fund for the fiscal year ended September 30, 2023, and for the fiscal period ended September 30, 2022. Cohen is located at 342 North Water St., Suite 830, Milwaukee, WI 53202. To each Fund’s knowledge, Cohen does not have any direct financial or material indirect financial interest in any Fund.
Representatives of Cohen are not expected to be present at the Special Meetings but have been given the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence.
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $310,500 for 2023 and $310,500 for 2022.
31
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not included in the audit fees disclosed above were $0 for 2023 and 2022.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $82,000 for 2023 and $82,000 for 2022. Fees for both 2023 and 2022 relate to the preparation of the registrant’s federal income and excise tax returns and review of the registrant’s capital gains distribution calculations.
All Other Fees
All Other Fees are fees related to services other than those reported under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above. The aggregate of such fees billed in each of the last two fiscal years were $0 for 2023 and 2022.
Except as permitted by Rule 2-01(c)(7)(i)(C) of Regulation S-X, the Trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent accountants relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were $0 for 2023 and 2022.
Proxy Solicitation
Representatives of the Adviser may solicit proxies by telephone, letter or personally and will receive no additional compensation for these services. A Fund may also use one or more proxy solicitation firms to assist with the mailing and tabulation effort and any special personal solicitation of proxies. Banks, brokers, fiduciaries and nominees will, upon request, be reimbursed for their reasonable expenses in sending proxy material to beneficial owners of shares of a Fund.
Broadridge Financial Solutions, Inc. (the “Solicitor”) has been engaged to assist in the solicitation of proxies, at an estimated cost of approximately $[_], plus expenses. These costs will be borne by Sterling Capital and/or Truist Financial Corporation; the Funds will not bear these costs. As the date of the Special Meetings approaches, certain shareholders of the Funds may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
32
In all cases where a telephonic proxy is solicited, the Solicitor’s representative is required to ask for each shareholder’s full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Solicitor’s representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to the Solicitor, then the Solicitor’s representative has the responsibility to explain the process, read each Proposal listed on the proxy cards and ask for the shareholder’s instructions on each Proposal. Although the Solicitor’s representative is permitted to answer questions about the process, representatives are not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. The Solicitor will record the shareholder’s instructions, and within 72 hours, the shareholder will be sent a letter or e-mail to confirm their vote and asking the shareholder to call the Solicitor immediately if their instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Special Meetings and does not wish to authorize the execution of a proxy by telephone, mail, facsimile or Internet, the shareholder may vote at the Meetings in person. If you require additional information regarding the proxy or replacement proxy cards, please call the Solicitor toll free at (888) 596-1876. Any proxy given by a shareholder, whether in writing, by telephone, by facsimile or the Internet, is revocable until voted at the Special Meetings.
Outstanding Shares and Beneficial Ownership of Shares
All shareholders of record at the close of business on [April 8], 2024, are entitled to one vote for each share held on that date and to fractional votes for any fractional shares held on that date. The table in Exhibit [B] lists for each Fund the total number of shares outstanding as of the close of business on [April 8], 2024, for each class of a Fund’s shares entitled to vote at the Meetings.
The table in Exhibit [C] lists each holder of more than 5% of any class of shares of each Fund as of the close of business on January 5, 2024.
Shareholder Proposals
The Trust is organized as a Massachusetts business trust and is not required to, and does not, hold annual meetings. Nonetheless, the Board may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Trust’s Declaration of Trust and By-Laws. Shareholders of the Funds who wish to present a proposal for action at a future meeting should submit a written proposal to the Trust for inclusion in a future proxy statement. Submission of a proposal does not necessarily mean that such proposal will be included in a Fund’s proxy statement since inclusion in the proxy statement is subject to compliance with certain federal regulations and the Trust’s Declaration of Trust and By-Laws.
33
A copy of the Notice of Shareholder Meetings, the Proxy Statement/Prospectus and the Proxy Cards are available at www.proxyvote.com.
| By Order of the Trustees | ||
| /s/ Todd M. Miller | ||
| Todd M. Miller | ||
| Treasurer and Secretary |
[April 25], 2024
34
[PLACEHOLDER FOR EXHIBIT A
PROPOSED
INVESTMENT MANAGEMENT AGREEMENT]
35
EXHIBIT B
OUTSTANDING SHARES
As of the Record Date, the total number of shares outstanding for each Fund is set forth below:
| CLASS A | CLASS C | CLASS R6 | INSTITUTIONAL CLASS | |
| BEHAVIORAL LARGE CAP VALUE EQUITY FUND | [X] | [X] | [X] | [X] |
| MID VALUE FUND | [X] | [X] | [X] | [X] |
| BEHAVIORAL SMALL CAP VALUE EQUITY FUND | [X] | [X] | [X] | [X] |
| SPECIAL OPPORTUNITIES FUND | [X] | [X] | [X] | [X] |
| EQUITY INCOME FUND | [X] | [X] | [X] | [X] |
| BEHAVIORAL INTERNATIONAL EQUITY FUND | [X] | [X] | [X] | [X] |
| MID CAP RELATIVE VALUE FUND | [X] | [X] | [X] | [X] |
| REAL ESTATE FUND | [X] | [X] | [X] | [X] |
| SMALL CAP VALUE FUND | [X] | [X] | [X] | [X] |
| ULTRA SHORT BOND FUND | [X] | [X] | [X] | [X] |
| SHORT DURATION BOND FUND | [X] | [X] | [X] | [X] |
| INTERMEDIATE U.S. GOVERNMENT FUND | [X] | [X] | [X] | [X] |
| TOTAL RETURN BOND FUND | [X] | [X] | [X] | [X] |
| LONG DURATION CORPORATE BOND FUND | [X] | [X] | [X] | [X] |
| QUALITY INCOME FUND | [X] | [X] | [X] | [X] |
| NORTH CAROLINA INTERMEDIATE TAX-FREE FUND | [X] | [X] | [X] | [X] |
| SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND | [X] | [X] | [X] | [X] |
| VIRGINIA INTERMEDIATE TAX-FREE FUND | [X] | [X] | [X] | [X] |
| WEST VIRGINIA INTERMEDIATE TAX-FREE FUND | [X] | [X] | [X] | [X] |
EXHIBIT C
BENEFICIAL OWNERSHIP OF SHARES
The following table indicates the name, address, and percentage of ownership of each person who owns of record or is known by the Trust to own beneficially 5% or more of any Class of a Fund’s outstanding shares as of January 5, 2024:
| FUND/CLASS | PERCENT OF THE CLASS TOTAL ASSETS HELD BY THE SHAREHOLDER |
| BEHAVIORAL LARGE CAP VALUE EQUITY FUND (C SHARES) | |
UBS FINANCIAL SERVICES INC. FBO DAVID C DOWNIE JR. LAURA GASIOROWSKI JTWROS FAIR HAVEN NJ 07704-3203 |
78.12% |
| BEHAVIORAL LARGE CAP VALUE EQUITY FUND (I SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
30.12% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
25.55% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
10.02% |
CITI PRIVATE BANK 480 WASHINGTON BLVD JERSEY CITY NJ 07310-2053 |
7.36% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
6.20% |
| BEHAVIORAL LARGE CAP VALUE EQUITY FUND (R6 SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
88.60% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
11.21% |
| MID VALUE FUND (C SHARES) | |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
18.08% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
16.50% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
12.85% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
8.79% |
KIMBERLEY LISA BARRACCO SPARTANBURG SC 29307 |
8.35% |
BRUCE DAVID KATIS WOODRIDGE IL 60517-1498 |
6.76% |
| MID VALUE FUND (I SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
44.52% |
SEI PRIVATE TRUST COMPANY 1 FREEDOM VALLEY DRIVE OAKS PA 19456-9989 |
10.16% |
EDWARD D. JONES AND CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER ROAD ST LOUIS MO 63131-3710 |
8.25% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
5.71% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
5.28% |
| MID VALUE FUND (R6 SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
68.06% |
BB&T SECURITIES, LLC FOR BENEFIT OF: KEVIN B & MICHELLE P ENNIS 901 EAST BYRD STREET SUITE 250 RICHMOND VA 23219 |
18.95% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
11.54% |
| BEHAVIORAL SMALL CAP VALUE EQUITY FUND (C SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
64.34% |
BNYM I S TRUST CO CUST SIMPLE IRA JOHN DETERMAN MOUNT VERNON SD 57363-2933 |
25.30% |
BLANCA E SIGALA CUST FBO FABIOLA SIGALA UTMA/FL CAPE CORAL FL 33914-5250 |
6.30% |
| BEHAVIORAL SMALL CAP VALUE EQUITY FUND (I SHARES) | |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
35.42% |
CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 |
28.38% |
| BEHAVIORAL SMALL CAP VALUE EQUITY FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY C/O SUNTRUST ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
100.00% |
| SPECIAL OPPORTUNITIES FUND (A SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
7.07% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
6.57% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
6.53% |
| SPECIAL OPPORTUNITIES FUND (C SHARES) | |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
25.42% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
19.41% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
11.75% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
6.45% |
| SPECIAL OPPORTUNITIES FUND (I SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
15.41% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
14.35% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
10.93% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
10.90% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
7.04% |
MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484 |
6.24% |
| SPECIAL OPPORTUNITIES FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
54.61% |
| EQUITY INCOME FUND (A SHARES) | |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
8.87% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
8.67% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
6.71% |
| EQUITY INCOME FUND (C SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
37.31% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
21.93% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
15.39% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
8.23% |
| EQUITY INCOME FUND (I SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
24.77% |
RELIANCE TRUST CO FBO HUNTINGTON NATIONAL BANK PO BOX 78446 ATLANTA GA 30357 |
6.91% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
5.66% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
5.64% |
| EQUITY INCOME FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
27.93% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
8.59% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
7.91% |
| BEHAVIORAL INTERNATIONAL EQUITY FUND (A SHARES) | |
BNYM I S TRUST CO CUST ROLLOVER IRA DEBRA B HEATH EAGLE ROCK VA 24085-3121 |
17.29% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
14.78% |
BNYM I S TRUST CO CUST IRA FBO MARIANNE E MARLETTE MOORESVILLE NC 28117-8137 |
12.98% |
HARSHABEN A PATEL ROANOKE VA 24018-3886 |
9.66% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
9.17% |
| BEHAVIORAL INTERNATIONAL EQUITY FUND (C SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
86.91% |
BNYM I S TRUST CO CUST IRA FBO GEORGE J WHITE ELIZABETH CITY NC 27909-8210 |
10.29% |
| BEHAVIORAL INTERNATIONAL EQUITY FUND (I SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
55.43% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
19.56% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
17.01% |
| BEHAVIORAL INTERNATIONAL EQUITY FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
100.00% |
| MID CAP RELATIVE VALUE FUND (A SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
17.56% |
WILLIAM R GARDNER & CATHERINE F GARDNER TTEES WILLIAM R GARDNER & CATHERINE F GARDNER TRUST FAYETTEVILLE NC 28304-3651 |
15.41% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
11.52% |
LPL FINANCIAL 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 |
11.29% |
BNYM I S TRUST CO CUST BENE IRA CODY M HODGES BENE SANDRA HODGES POA MICHAEL C HODGES DEC'D SPRINGVILLE AL 35146-0000 |
10.90% |
BNYM I S TRUST CO CUST BENE IRA CALEB D HODGES MINOR BENE SANDRA HODGES GUARDIAN MICHAEL C HODGES DEC'D MARTINSVILLE VA 24112 |
9.61% |
| MID CAP RELATIVE VALUE FUND (C SHARES) | |
STERLING CAPITAL MANAGEMENT LLC SEED ACCOUNT ATTN JAMES GILLESPIE 434 FAYETTEVILLE ST STE 500 RALEIGH NC 27601 |
51.20% |
BNYM I S TRUST CO CUST SIMPLE IRA JOSEPH GARCIA JEFFERSONVILLE IN 47130-86650 |
45.60% |
| MID CAP RELATIVE VALUE FUND (I SHARES) | |
CHARLES SCHWAB & CO INC ATTN BOOK ENTRY 8TH FLR 101 MONTGOMERY STREET SAN FRANCISCO CA 10292-2008 |
33.64% |
MORGAN STANLEY SMITH BARNEY LLC FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS OF MSSB 1 NEW YORK PLAZA 39TH FLOOR NEW YORK NY 10004-1901 |
5.89% |
LINCOLN CENTER FOR FAMILY & YOUTH NORRISTOWN PA 19403-2404 |
5.23% |
| REAL ESTATE FUND (A SHARES) | |
BNYM I S TRUST CO CUST IRA FBO JOYCE DAVIS WADDELL CHARLOTTE NC 28213-3522 |
10.31% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
7.70% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
7.56% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
6.25% |
BNYM I S TRUST CO CUST SEP IRA FBO JEAN ANN B WOODARD WINTERVILLE NC 28590-7067 |
6.16% |
BNYM I S TRUST CO CUST SEP IRA FBO RICHARD L WOODARD WINTERVILLE NC 28590-7067 |
6.09% |
| REAL ESTATE FUND (C SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
98.53% |
| REAL ESTATE FUND (I SHARES) | |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
20.29% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUST ATTN MUTUAL FUNDS DEPARTMENT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-2010 |
10.88% |
| REAL ESTATE FUND (R6 SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
7.36% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
5.77% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
5.67% |
| SMALL CAP VALUE FUND (A SHARES) | |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
47.09% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
16.02% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
13.80% |
BNYM I S TRUST CO CUST IRA FBO NICHOLAS DEWALD CAPE CORAL FL 33991-3710 |
8.91% |
| SMALL CAP VALUE FUND (C SHARES) | |
ROBERT W BAIRD & CO. INC. MILWAUKEE WI 53202-5391 |
19.53% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
17.27% |
ROBERT W BAIRD & CO. INC. MILWAUKEE WI 53202-5391 |
16.60% |
ROBERT W BAIRD & CO. INC. MILWAUKEE WI 53202-5391 |
13.86% |
ROBERT W BAIRD & CO. INC. MILWAUKEE WI 53202-5391 |
13.86% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
6.93% |
| SMALL CAP VALUE FUND (I SHARES) | |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUST ATTN MUTUAL FUNDS DEPARTMENT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-2010 |
35.63% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
16.22% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
11.99% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
7.83% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 211 MAIN STREET SAN FRANCISCO CA 94105 |
5.35% |
| SMALL CAP VALUE FUND (R6 SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
53.46% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
5.58% |
| ULTRA SHORT BOND FUND (A SHARES) | |
BNYM I S TRUST CO CUST SIMPLE IRA ARNOLD DANIEL MOORE III LENOIR NC 28645-0000 |
6.51% |
| ULTRA SHORT BOND FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
47.39% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
10.64% |
MAPLE SHADE YOUTH & FAMILY SERVICE MARDELA SPRINGS MD 21837 |
8.34% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
7.14% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
6.92% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
6.80% |
| SHORT DURATION BOND FUND (A SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
11.89% |
| SHORT DURATION BOND FUND (C SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
61.18% |
BNYM I S TRUST CO CUST ROTH IRA FBO CANH MINH PHAM FAYETTEVILLE AR 72701-0000 |
17.97% |
EDWARD D. JONES AND CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER ROAD ST LOUIS MO 63131-3710 |
10.41% |
BNYM I S TRUST CO CUST IRA FBO LORI ANN KESSELRING MOUNDSVILLE WV 26041-1323 |
10.04% |
| SHORT DURATION BOND FUND (I SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
33.18% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
22.22% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
13.29% |
| SHORT DURATION BOND FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
84.12% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
8.80% |
| INTERMEDIATE U.S. GOVERNMENT FUND (A SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
9.08% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
8.98% |
BNYM I S TRUST CO CUST ROLLOVER IRA STANLEY L FORD HOPE MILLS NC 28348-2161 |
5.42% |
| INTERMEDIATE U.S. GOVERNMENT FUND (C SHARES) | |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
25.22% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
21.67% |
D.A. DAVIDSON & CO. MELANIE D THORNTON SEP IRA GREAT FALLS, MT 59401 |
10.19% |
BNYM I S TRUST CO CUST IRA FBO JAMES E ELLISON PRINCETON WV 24740-0684 |
10.11% |
BNYM I S TRUST CO CUST BENE IRA LENARD D LACKEY SR DECD LENARD D LACKEY JR BENE DANVILLE VA 24541-2645 |
8.53% |
D.A. DAVIDSON & CO. GEORGE R MARTIN SEP IRA GREAT FALLS, MT 59401 |
6.64% |
D.A. DAVIDSON & CO. MELISSA DELBY SEP IRA GREAT FALLS, MT 59401 |
5.42% |
| INTERMEDIATE U.S. GOVERNMENT FUND (I SHARES) | |
SANITATION DISTRICT NO 1 SD1 OF NKY FORT WRIGHT KY 41017 |
96.95% |
| TOTAL RETURN BOND FUND (A SHARES) | |
EMPOWER TRUST FBO EMPOWER BENEFIT PLANS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111 |
28.45% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
13.65% |
MASSACHUSETTS MUTUAL LIFE INSURANCE 1295 STATE STREET, MIP M200-INVST SPRINGFIELD MA 01111 |
6.65% |
| TOTAL RETURN BOND FUND (C SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
33.49% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
15.33% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
12.40% |
AMERICAN ENTERPRISE INV SVC 707 2ND AVE SOUTH MINNEAPOLIS MN 55402-2405 |
5.34% |
| TOTAL RETURN BOND FUND (I SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
21.56% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
6.86% |
| TOTAL RETURN BOND FUND (R6 SHARES) | |
NATIONWIDE TRUST COMPANY FSB FBO PARTICIPATING RETIREMENT PLANS C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
21.57% |
VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY WINDSOR CT 06095 |
19.84% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
15.48% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
8.66% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
6.87% |
EMPOWER TRUST FBO CITY OF LAKEWOOD DCP 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111 |
6.08% |
| LONG DURATION CORPORATE BOND FUND (A SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
54.56% |
LPL FINANCIAL 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 |
23.90% |
| LONG DURATION CORPORATE BOND FUND (C SHARES) | |
STERLING CAPITAL MANAGEMENT LLC SEED ACCOUNT ATTN JAMES GILLESPIE 434 FAYETTEVILLE ST STE 500 RALEIGH NC 27601 |
100.00% |
| LONG DURATION CORPORATE BOND FUND (I SHARES) | |
NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUND DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
92.29% |
| LONG DURATION CORPORATE BOND FUND (R6 SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
100.00% |
| QUALITY INCOME FUND (A SHARES) | |
BNYM I S TRUST CO CUST IRA FBO EDDIE L DARNELL WINSTON SALEM NC 27107-8206 |
26.27% |
BNYM I S TRUST CO CUST IRA FBO THU-TRANG BUI ALEXANDRIA VA 22306-1814 |
23.06% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
17.18% |
BNYM I S TRUST CO CUST IRA FBO GITA J PATEL DAYTOWN MD 21036-0000 |
13.14% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
12.66% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
7.66% |
| QUALITY INCOME FUND (C SHARES) | |
STERLING CAPITAL MANAGEMENT LLC SEED ACCOUNT ATTN JAMES GILLESPIE 434 FAYETTEVILLE ST STE 500 RALEIGH NC 27601 |
100.00% |
| QUALITY INCOME FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
50.52% |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
41.75% |
| NORTH CAROLINA INTERMEDIATE TAX-FREE FUND (A SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
28.37% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE SOUTH MINNEAPOLIS MN 55402-2405 |
10.05% |
| NORTH CAROLINA INTERMEDIATE TAX-FREE FUND (C SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
54.81% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
40.69% |
| NORTH CAROLINA INTERMEDIATE TAX-FREE FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DR OAKS PA 19456 |
36.97% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
23.26% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
15.35% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
14.59% |
| SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND (A SHARES) | |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105 |
21.93% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
7.51% |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
5.51% |
| SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND (C SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
52.03% |
LPL FINANCIAL 4707 EXECUTIVE DRIVE SAN DIEGO CA 92121-3091 |
47.97% |
| SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DR OAKS PA 19456 |
37.27% |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
32.48% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 |
13.74% |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
6.28% |
| VIRGINIA INTERMEDIATE TAX-FREE FUND (A SHARES) | |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
7.17% |
| VIRGINIA INTERMEDIATE TAX-FREE FUND (C SHARES) | |
STERLING CAPITAL MANAGEMENT LLC SEED ACCOUNT ATTN JAMES GILLESPIE 434 FAYETTEVILLE ST STE 500 RALEIGH NC 27601 |
100.00% |
| VIRGINIA INTERMEDIATE TAX-FREE FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
75.85% |
| WEST VIRGINIA INTERMEDIATE TAX-FREE FUND (A SHARES) | |
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
43.07% |
| WEST VIRGINIA INTERMEDIATE TAX-FREE FUND (C SHARES) | |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET STREET ST LOUIS MO 63103 |
100.00% |
| WEST VIRGINIA INTERMEDIATE TAX-FREE FUND (I SHARES) | |
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE OAKS PA 19456 |
76.64% |
