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GuideStone Funds

Filed: 20 May 20, 12:15pm

As filed with the Securities and Exchange Commission on May 20, 2020

Registration Nos. 333-53432 811-10263

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

 

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 82

and

 

REGISTRATION STATEMENT

 

UNDER

 

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 84

(Check appropriate box or boxes)

GUIDESTONE FUNDS

(Exact name of registrant as specified in charter)

5005 Lyndon B Johnson Freeway, Suite 2200

Dallas, TX 75244-6152

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, including Area Code: (214) 720-4640

 

 

 

Copies to:

Matthew A. Wolfe, Esq.

 

Alison M. Fuller, Esq.

GuideStone Financial Resources of the Southern

Stradley Ronon Stevens & Young, LLP

Baptist Convention

 

2000 K Street, N.W., Suite 700

5005 Lyndon B Johnson Freeway, Suite 2200

 

Washington, DC 20006-1871

Dallas, TX 75244-6152

 

Telephone: (202) 419-8412

(Name and Address of Agent for Service)

 

 

 

 

 

 

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

EXPLANATORY NOTE: This Post-Effective Amendment No. 82 (the "Amendment") to the Registration Statement on Form N-1A of GuideStone Funds (the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Amendment consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Amendment does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

This Amendment incorporates by reference the information contained in Parts A and B of Post-Effective Amendment No. 80 to the Trust's Registration Statement, which was filed on April 28, 2020.

GUIDESTONE FUNDS
N-1A
PART C: OTHER INFORMATION
Item 28. EXHIBITS  
 (a)  Trust Instrument.
   1.Certificate of Trust, dated February 29, 2000, filed in the State of Delaware, is incorporated herein by reference to the Initial Registration Statement on Form N-1A (No. 333-53432) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 9, 2001.
   2.Certificate of Amendment to Certificate of Trust, dated March 12, 2001, filed in the State of Delaware, is incorporated herein by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 27, 2009.
   3.Certificate of Amendment to Certificate of Trust, dated September 13, 2005, filed in the State of Delaware, is incorporated herein by reference to Post-Effective Amendment No. 77 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on April 30, 2019.
   4.Amended and Restated Trust Instrument, dated May 1, 2017, is incorporated herein by reference to Post-Effective Amendment No. 79 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2020 (“PEA No. 79”).
 (b)  By-laws.
   1.Amended and Restated By-laws, dated August 1, 2018, are incorporated herein by reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on March 1, 2019 (“PEA No. 76”).
 (c)  Instruments Defining Rights of Security Holders.
 (d)  Investment Advisory Contracts.
   1.Form of Amended and Restated Advisory Agreement with GuideStone Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 80 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on April 28, 2020 (“PEA No. 80”).
   2.Form of Sub-Advisory Agreement with Barrow, Hanley, Mewhinney & Strauss, LLC is incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 25, 2011.
   3.Form of Sub-Advisory Agreement with BlackRock Advisors, LLC is incorporated herein by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on April 28, 2011.
   4.Form of Sub-Advisory Agreement with BlackRock Financial Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on March 22, 2007.
   5.Amendment No. 1 to Sub-Advisory Agreement with BlackRock Financial Management, Inc. is incorporated herein by reference to PEA No. 80.
   6.Form of Sub-Advisory Agreement with Mondrian Investment Partners Ltd. is incorporated herein by reference to Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2012 (“PEA No. 37”).
   7.Form of Sub-Advisory Agreement with Goldman Sachs Asset Management, L.P. is incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on June 18, 2001 (“Pre-Effective Amendment No. 2”).

 

��  8.Form of Sub-Advisory Agreement with Loomis, Sayles & Company, L.P. is incorporated herein by reference to Pre-Effective Amendment No. 2.
   9.Form of Sub-Advisory Agreement with Pacific Investment Management Company LLC is incorporated herein by reference to Pre-Effective Amendment No. 2.
   10.Form of Sub-Advisory Agreement with Pacific Investment Management Company LLC is incorporated herein by reference to Pre-Effective Amendment No. 2.
   11.Form of Sub-Advisory Agreement with Payden & Rygel is incorporated herein by reference to Pre-Effective Amendment No. 2.
   12.Form of Sub-Advisory Agreement with Schroder Investment Management North America Inc. is incorporated herein by reference to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2014 (“PEA No. 53”).
   13.Form of Sub-Advisory Agreement with Western Asset Management Company is incorporated herein by reference to Pre-Effective Amendment No. 2.
   14.Form of Sub-Advisory Agreement with TimesSquare Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on November 2, 2004 (“PEA No. 9”).
   15.Form of Sub-Advisory Agreement with Western Asset Management Company Limited is incorporated herein by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2003.
   16.Form of Sub-Advisory Agreement with Sands Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on April 25, 2006 (“PEA No. 12”).
   17.Form of Sub-Advisory Agreement with TCW Investment Management Company LLC is incorporated herein by reference to Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2013 (“PEA No. 40”).
   18.Form of Sub-Advisory Agreement with RREEF America L.L.C., Deutsche Investments Australia Limited and Deutsche Alternative Asset Management (Global) Limited is incorporated herein by reference to PEA No. 53.
   19.Form of Sub-Advisory Agreement with Western Asset Management Company is incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on September 15, 2006 (“PEA No. 13”).
   20.Form of Sub-Advisory Agreement with Western Asset Management Company Limited is incorporated herein by reference to PEA No. 13.
   21.Form of Amended Sub-Advisory Agreement with AQR Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on August 1, 2008.
   22.Form of Sub-Advisory Agreement with Loomis, Sayles & Company, L.P. is incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on May 23, 2008.
   23.Form of Sub-Advisory Agreement with American Century Investment Management, Inc. is incorporated herein by reference to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on June 17, 2011 (“PEA No. 31”).
   24.Form of Sub-Advisory Agreement with Shenkman Capital Management, Inc. is incorporated herein by reference to PEA No. 31.
   25.Form of Sub-Advisory Agreement with AQR Capital Management, LLC is incorporated herein by reference to PEA No. 31.
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   26.Form of Sub-Advisory Agreement with AQR Capital Management, LLC is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on May 10, 2013.
   27.Form of Sub-Advisory Agreement with Brown Advisory, LLC is incorporated herein by reference to PEA No. 53.
   28.Form of Sub-Advisory Agreement with Heitman Real Estate Securities LLC is incorporated herein by reference to PEA No. 79.
   29.Form of Sub-Advisory Agreement with Heitman International Real Estate Securities HK Limited is incorporated herein by reference to Post–Effective Amendment No. 73 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 27, 2018 (“PEA No. 73”).
   30.Form of Sub-Advisory Agreement with Parametric Portfolio Associates LLC is incorporated herein by reference to PEA No. 53.
   31.Form of Sub-Advisory Agreement with Loomis, Sayles & Company, L.P. is incorporated herein by reference to Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 27, 2015.
   32.Form of Sub-Advisory Agreement with MFS Institutional Advisors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 29, 2008 (“PEA No. 17”).
   33.Form of Sub-Advisory Agreement with Parametric Portfolio Associates, LLC is incorporated herein by reference to Post-Effective Amendment No. 66 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 28, 2017 (“PEA No. 66”).
   34.Form of Sub-Advisory Agreement with Legal & General Investment Management America, Inc. is incorporated herein by reference to PEA No. 66.
   35.Form of Sub-Advisory Agreement with Legal & General Investment Management America, Inc. is incorporated herein by reference to PEA No. 66.
   36.Form of Sub-Advisory Agreement with Legal & General Investment Management America, Inc. is incorporated herein by reference to PEA No. 66.
   37.Form of Sub-Advisory Agreement with Allianz Global Investors U.S. LLC is incorporated herein by reference to Post-Effective Amendment No. 71 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on June 29, 2017 (“PEA No. 71”).
   38.Form of Sub-Advisory Agreement with Parametric Portfolio Associates LLC is incorporated herein by reference to PEA No. 71.
   39.Form of Sub-Advisory Agreement with Weiss Multi-Strategy Advisers LLC is incorporated herein by reference to PEA No. 79.
   40.Form of Sub-Advisory Agreement with Neuberger Berman Investment Advisers LLC is incorporated herein by reference to PEA No. 71.
   41.Form of Sub-Advisory Agreement with ClearBridge Investments, LLC is incorporated herein by reference to PEA No. 71.
   42.Form of Sub-Advisory Agreement with Goldman Sachs Asset Management, L.P. is incorporated herein by reference to PEA No. 73.
   43.Form of Sub-Advisory Agreement with Harris Associates L.P. is incorporated herein by reference to PEA No. 73.
   44.Form of Sub-Advisory Agreement with Goldman Sachs Asset Management, L.P. is incorporated herein by reference to PEA No. 76.
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   45.Form of Sub-Advisory Agreement with Wellington Management Company, LLP is incorporated herein by reference to PEA No. 76.
   46.Form of Sub-Advisory Agreement with Delaware Investments Fund Advisers is incorporated herein by reference to PEA No. 76.
   47.Form of Sub-Advisory Agreement with Jacobs Levy Equity Management, Inc. is incorporated herein by reference to PEA No. 76.
   48.Form of Sub-Advisory Agreement with American Century Investment Management, Inc. is incorporated herein by reference to PEA No. 76.
   49.Form of Sub-Advisory Agreement with WCM Investment Management, LLC is incorporated herein by reference to PEA No. 76.
   50.Form of Sub-Advisory Agreement with Parametric Portfolio Associates LLC is filed herewith as Exhibit EX-99(d)(50).
   51.Form of Sub-Advisory Agreement with RBC Global Asset Management (UK) Limited is incorporated herein by reference to PEA No. 79.
   52.Form of Sub-Advisory Agreement with Neuberger Berman Investment Advisers LLC is incorporated herein by reference to PEA No. 79.
   53.Form of Sub-Advisory Agreement with Schroder Investment Management North America Limited is incorporated herein by reference to PEA No. 79.
   54.Form of Sub-Advisory Agreement with The London Company of Virginia, LLC is incorporated herein by reference to PEA No. 80.
   55.Expense Cap Letter with GuideStone Capital Management, LLC for the Target Date Funds is incorporated herein by reference to PEA No. 80.
   56.Expense Cap Letter with GuideStone Capital Management, LLC for the Institutional Class of the International Equity Index Fund is incorporated herein by reference to PEA No. 80.
   57.Expense Cap Letter with GuideStone Capital Management, LLC for the Investor Class of the Emerging Markets Equity Fund is incorporated herein by reference to PEA No. 80.
 (e)  Underwriting Contracts.
   1.Underwriting Agreement with Foreside Funds Distributors LLC (f/k/a BNY Mellon Distributors LLC) dated April 1, 2012 as amended June 1, 2017 is incorporated herein by reference to PEA No. 71.
 (f)  Bonus or Profit Sharing Contracts.
Not Applicable.
 (g)  Custodian Agreements.
   1.Custody Agreement with The Northern Trust Company amended as of September 13, 2005 is incorporated herein by reference to PEA No. 80.
   2.Amended Fee Schedule dated April 1, 2015, is incorporated herein by reference to Post-Effective Amendment No. 58 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on April 29, 2015 (“PEA No. 58”).
 (h)  Other Material Contracts.
   1.Fund Administration and Accounting Services Agreement with The Northern Trust Company is incorporated herein by reference to PEA No. 66.
   2.First Amendment to the Fund Administration and Accounting Services Agreement with The Northern Trust Company is incorporated herein by reference to PEA No. 76.
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   3.Second Amendment to the Fund Administration and Accounting Services Agreement with The Northern Trust Company is incorporated herein by reference to PEA No. 76.
   4.Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 40.
   5.Amendment No. 1 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 53.
   6.Amendment No. 2 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 58.
   7.Amendment No. 3 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to Post-Effective Amendment No. 62 to the Registration Statement on Form N-1A (No. 333-53432) filed with the SEC on February 26, 2016 (“PEA No. 62”).
   8.Termination Amendment to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 66.
   9.Amendment No. 5 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 71.
   10.Amendment No. 6 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 71.
   11.Amendment No. 7 to Transfer Agency and Shareholder Services Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 80.
   12.Transfer on Death Exception Procedures Agreement with BNY Mellon Investment Servicing (US) Inc. is incorporated herein by reference to PEA No. 80.
 (i)  Legal Opinion.
Opinion of Stradley Ronon Stevens & Young, LLP is incorporated herein by reference to PEA No. 80.
 (j)  Other Opinions.
   1.Consent of PricewaterhouseCoopers LLP is incorporated herein by reference to PEA No. 80.
   2.Powers of Attorney.
Power of Attorney for William Craig George, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   3.Power of Attorney for Randall T. Hahn, D.Min, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   4.Power of Attorney for Barry D. Hartis, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   5.Power of Attorney for Grady R. Hazel, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   6.Power of Attorney for Ronald D. Murff, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   7.Power of Attorney for David B. McMillan, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   8.Power of Attorney for Franklin R. Morgan, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
   9.Power of Attorney for John R. Morris, dated November 7, 2019, is incorporated herein by reference to PEA No. 79.
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   10.Power of Attorney for Thomas G. Evans, dated May 1, 2020, is filed herewith as Exhibit EX-99(j)(10).
 (k)  Omitted Financial Statements.
Not Applicable.
 (l)  Initial Capital Agreements.
 (m)  Rule 12b-1 Plan.
None.
 (n)  Rule 18f-3 Plan.
Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 is incorporated by reference to PEA No. 76.
 (p)  Codes of Ethics.
   1.Code of Ethics of GuideStone Capital Management, LLC and GuideStone Funds is filed herewith as Exhibit EX-99(p)(1).
   2.Code of Ethics of Foreside Financial Group, LLC is incorporated herein by reference to PEA No. 37.
   3.Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, LLC is incorporated herein by reference to PEA No. 62.
   4.Code of Ethics of BlackRock Financial Management, Inc. is filed herewith as Exhibit EX-99(p)(4).
   5.Code of Ethics of Mondrian Investment Partners Ltd. is filed herewith as Exhibit EX-99(p)(5).
   6.Code of Ethics of Goldman Sachs Asset Management, L.P. is filed herewith as Exhibit EX-99(p)(6).
   7.Code of Ethics of Loomis, Sayles & Company, L.P. is incorporated herein by reference to PEA No. 76.
   8.Code of Ethics of Pacific Investment Management Company LLC is incorporated herein by reference to PEA No. 79.
   9.Code of Ethics of Payden & Rygel is filed herewith as Exhibit EX-99(p)(9).
   10.Code of Ethics of Schroder Investment Management North America Inc. is incorporated herein by reference to PEA No. 76.
   11.Code of Ethics of TCW Investment Management Company LLC is incorporated herein by reference to PEA No. 79.
   12.Code of Ethics of Western Asset Management Company and Western Asset Management Company Limited is incorporated herein by reference to PEA No. 66.
   13.Code of Ethics of TimesSquare Capital Management, LLC is incorporated herein by reference to PEA No. 66.
   14.Code of Ethics of RREEF America L.L.C. is incorporated herein by reference to PEA No. 71.
   15.Code of Ethics of MFS Institutional Advisors, Inc. is filed herewith as Exhibit EX-99(p)(15).
   16.Code of Ethics of AQR Capital Management, LLC is incorporated herein by reference to PEA No. 79.
   17.Code of Ethics of Sands Capital Management, LLC is incorporated herein by reference to PEA No. 71.
   18.Code of Ethics of Parametric Portfolio Associates LLC is filed herewith as Exhibit EX-99(p)(18).
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   19.Code of Ethics of American Century Investment Management, Inc. is filed herewith as Exhibit EX-99(p)(19).
   20.Code of Ethics of Shenkman Capital Management, Inc. is filed herewith as Exhibit EX-99(p)(20).
   21.Code of Ethics of Brown Advisory, LLC is incorporated herein by reference to PEA No. 53.
   22.Code of Ethics of Deutsche Investments Australia Limited and Deutsche Alternative Asset Management (Global) Limited incorporated herein by reference to PEA No. 53.
   23.Code of Ethics of Heitman Real Estate Securities LLC and Heitman International Real Estate Securities HK Limited is incorporated herein by reference to PEA No. 53.
   24.Code of Ethics of Legal & General Investment Management America, Inc. is incorporated herein by reference to PEA No. 76.
   25.Code of Ethics of Allianz Global Investors U.S. LLC is filed herewith as Exhibit EX-99(p)(25).
   26.Code of Ethics of Neuberger Berman Investment Advisers LLC is incorporated herein by reference to PEA No. 71.
   27.Code of Ethics of Weiss Multi-Strategy Advisers LLC is incorporated herein by reference to PEA No. 79.
   28.Code of Ethics of ClearBridge Investments, LLC is incorporated herein by reference to PEA No. 73.
   29.Code of Ethics of Harris Associates L.P. is filed herewith as Exhibit EX-99(p)(29).
   30.Code of Ethics of Wellington Management Company, LLP is incorporated herein by reference to PEA No. 76.
   31.Code of Ethics of Delaware Investments Fund Advisers is incorporated herein by reference to PEA No. 76.
   32.Code of Ethics of Jacobs Levy Equity Management, Inc. is incorporated herein by reference to PEA No. 76.
   33.Code of Ethics of WCM Investment Management, LLC is incorporated herein by reference to PEA No. 76.
   34.Code of Ethics of RBC Global Asset Management (UK) Limited is incorporated herein by reference to PEA No. 79.
   35.Code of Ethics of The London Company of Virginia, LLC is incorporated herein by reference to PEA No. 80.
Item 29.PERSONS CONTROLLED BY OR UNDER COMMON CONTROL OF THE FUND.
  
CompanyControlling Person(s)
of Company
% of Voting Securities
Owned by Controlling
Person(s) (or other
basis of control)
State of Organization
of Company
GuideStone FundsGuideStone Financial Resources90.2%Delaware
GuideStone AdvisorsGuideStone Financial ResourcesSole MemberTexas
GuideStone Advisors, LLCGuideStone Advisors80.0%; ManagerTexas
GuideStone Agency ServicesGuideStone Financial ResourcesSole MemberTexas
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CompanyControlling Person(s)
of Company
% of Voting Securities
Owned by Controlling
Person(s) (or other
basis of control)
State of Organization
of Company
GuideStone Capital Management, LLCGuideStone Investment Services60.0%; ManagerTexas
 GuideStone Resource Management, Inc.40.0% 
GuideStone Financial ServicesGuideStone Financial ResourcesSole MemberTexas
GuideStone Investment ServicesGuideStone Financial ResourcesSole MemberTexas
GuideStone Resource Management, Inc.GuideStone Financial Resources100.0%Texas
GuideStone Risk Management Co.GuideStone Financial ResourcesSole MemberVermont
GuideStone Trust ServicesGuideStone Financial ResourcesSole MemberTexas
Item 30.INDEMNIFICATION.
A Delaware statutory trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, officer, employee or agent of the Registrant (“Covered Person”) to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him or her in connection with any investigation, claim, action, suit or proceeding (“Action”) in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of “willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office” (“Disabling Conduct”), or “not to have acted in good faith in the reasonable belief that his or her action was in the best interest” of the Registrant. In the event of a settlement, no indemnification may be provided unless there has been a determination that the officer or trustee did not engage in Disabling Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term is defined in the Investment Company Act of 1940 (“1940 Act”), of the Registrant (“Independent Trustees”), nor parties to the matter based upon a review of readily available facts; or (iii) by written opinion of independent legal counsel based upon a review of readily available facts.
Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (“Series”) of the Registrant shall be held personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the present or former shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Section 12 of the Advisory Agreement between the Adviser and the Registrant provides that the Adviser shall not be liable for any loss due solely to a mistake of investment judgment, but shall
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be liable for any loss which is incurred by reason of an act or omission of its employee, partner, director or affiliate, if such act or omission involves willful misfeasance, bad faith or gross negligence, or breach of its duties or obligations thereunder, whether express or implied; provided, that this shall not be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
Section 5 of the Advisory Agreement between the Adviser and the Registrant provides that the Adviser shall indemnify the Registrant or any of its trustees, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by the Registrant by reason of or arising out of any act or omission by the Adviser under the Agreement, or any breach of warranty, representation or agreement thereunder, except to the extent that such Losses arise as a result of the negligence, gross negligence, willful misfeasance or bad faith of the Registrant. Section 5 further provides that the Registrant shall indemnify the Adviser or any of its directors, officers, employees or affiliates for all Losses incurred by the Adviser by reason of or arising out of any act or omission by the Registrant under the Agreement, or any breach of warranty, representation or agreement thereunder, except to the extent that such Losses arise as a result of the negligence, gross negligence, willful misfeasance or bad faith of the Adviser or the Adviser’s breach of fiduciary duty to the Registrant.
Section 8 of the Sub-Advisory Agreements between the Registrant, the Adviser and each Sub-Adviser to one or more Series, provides that the Sub-Adviser shall not be liable for any loss due solely to a mistake of investment judgment, but shall be liable for any loss which is incurred by reason of an act or omission of its employee, partner, director or affiliate, if such act or omission involves willful misfeasance, bad faith or gross negligence, or breach of its duties or obligations thereunder, whether express or implied; provided, that this shall not be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
Section 9 of the Sub-Advisory Agreements between the Registrant, the Adviser and each Sub-Adviser to one or more Series provides that the Registrant and the Adviser shall indemnify the Sub-Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by the Sub-Adviser by reason of or arising out of any act or omission by the Registrant and the Adviser under the Agreement, or any breach of warranty, representation or agreement thereunder, except to the extent that such Losses arise as a result of the negligence, gross negligence, willful misfeasance or bad faith of the Sub-Adviser or the Sub-Adviser’s breach of fiduciary duty to the Registrant and the Adviser.
Section 9 also provides that the Sub-Adviser shall indemnify the Registrant and the Adviser or any of their directors, officers, employees or affiliates for all Losses incurred by the Registrant and the Adviser by reason of or arising out of any act or omission by the Sub-Adviser under the Agreement if such act or omission involves the negligence, gross negligence, willful misfeasance, bad faith or breach of fiduciary duty of the Sub-Adviser, or any breach of warranty, representation or agreement thereunder, except to the extent that such Losses arise as a result of the negligence, gross negligence, willful misfeasance or bad faith of the Registrant and the Adviser or the Registrant’s and the Adviser’s breach of fiduciary duty to the Sub-Adviser.
Section 10 of the Underwriting Agreement between the Registrant and Foreside Funds Distributors LLC (“the Distributor”) provides that the Registrant agrees to indemnify and hold harmless the Distributor and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities arising directly or indirectly from any action or omission to act which the Distributor takes under the Agreement. Neither the Distributor, nor any of its affiliates shall be indemnified against any liability caused by the Distributor’s or its affiliates’ own willful misfeasance, bad faith, negligence, gross negligence or reckless disregard of its duties and obligations under the Agreement.
Section 20 of the Underwriting Agreement between the Registrant and the Distributor provides that the Distributor is “expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this
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Agreement are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Trust.”
Mutual fund and trustees and officers liability policies purchased by the Registrant insure such persons and their respective trustees, partners, officers and employees, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, (“1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31.BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS.
  
1.GuideStone Capital Management, LLC:
GuideStone Capital Management, LLC (“GSCM”) is located at 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, Texas 75244. GSCM is a Texas non-profit corporation, is a registered investment adviser and offers investment management services to investment companies and other types of investors. Information as to the firm’s officers is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 David S. Spika
President
GuideStone Financial ResourcesVice President, Chief Strategic Investment Officer
 Patrick Pattison
Vice President and Treasurer
GuideStone Financial ResourcesChief Accounting Officer
 Matt L. Peden
Vice President and Chief Investment Officer
GuideStone Financial ResourcesVice President, Chief Investment Officer
 Melanie Childers
Vice President – Fund Operations
GuideStone Financial ResourcesManaging Director, Fund Operations
 Matthew A. Wolfe
Chief Compliance Officer and Secretary
GuideStone Financial ResourcesManaging Director, Compliance and Legal
 Jeremy Halpin
Financial Officer
GuideStone Financial ResourcesDirector, F&A
2.Allianz Global Investors U.S. LLC:
Allianz Global Investors U.S. LLC (“Allianz”) is located at 1633 Broadway, 43rd Floor, New York, New York 10019, is a direct, wholly-owned subsidiary of Allianz Global Investors U.S. Holdings LLC, which in turn is owned indirectly by Allianz SE, and is registered under the Investment Advisers Act of 1940, as amended. The directors, investment officers and/or partners have not been engaged in any other business, profession, vocation or employment during the past two fiscal years.
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3.American Century Investment Management, Inc.
American Century Investment Management, Inc. (“American Century”), 4500 Main Street, Kansas City, Missouri 64111, is a wholly-owned, privately held subsidiary of American Century Companies Inc. and is registered under the Investment Advisers Act of 1940, as amended. American Century provides portfolio management services for investment companies as well as for other business and institutional clients. Information regarding other business, profession, vocation or employment of a substantial nature as to the directors and officers of American Century during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Michael Rode
Vice President
SunTrust Robinson HumphreyManaging Director
 Vidya Rajappa
Vice President
AllianceBernsteinSenior Vice President
 Hitesh Patel
Vice President
UBS SecuritiesSenior Member, Alternative
Investment Specialist Team
 Robert Brookby
Vice President
Putnam InvestmentsPortfolio Manager
 Joyce Huang
Vice President
First State InvestmentsInvestment Director
  BNY Mellon Investment
Management
Senior Investment Strategist
 John Zimmerman
Vice President
Perella Weinberg PartnersManaging Director
 Christopher Chen
Vice President
Baring Asset ManagerDirector and Client Portfolio
Manager
  Mirae Asset Global
Investment
Client Portfolio Manager
 Richard Adams
Vice President
Columbia Threadneedle
Investments
Director – Client Portfolio
Manager
 Charles Tan
Senior Vice President and Co-CIO, Global Fixed Income
Aberdeen Standard InvestmentsHead of North American Fixed Income
4.AQR Capital Management, LLC:
AQR Capital Management, LLC (“AQR”), is located at Two Greenwich Plaza, Fourth Floor, Greenwich Connecticut 06830. AQR is a registered investment adviser under the Investment Advisers Act of 1940, as amended. AQR offers investment management services to investment companies and other types of investors. Information as to the principals and executive officers of AQR during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Lasse H. Pedersen
Principal
Copenhagen Business SchoolProfessor
 Scott Richardson
Principal
London Business SchoolProfessor of Accounting
 Tobias Moskowitz
Principal
Yale University School of ManagementDean Takahashi Professor of Finance
C-11

 

5.Barrow, Hanley, Mewhinney & Strauss, LLC:
The sole business activity of Barrow, Hanley, Mewhinney & Strauss, LLC (“BHMS”), 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is to serve as an investment adviser. BHMS is registered under the Investment Advisers Act of 1940, as amended. Information as to the trustees and officers of BHMS during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Cory Martin
Executive Director
NoneNone
 Patricia Barron-Andrews
Managing Director, CCO/CRO
NoneNone
 Mark Giambrone
Managing Director
NoneNone
 Brad Kinkelaar
Managing Director
NoneNone
 Scott McDonald
Managing Director
NoneNone
 Lewis Ropp
Managing Director
NoneNone
 Rand Wrighton
Managing Director
NoneNone
 Guang Yang
Member Board of Managers
BrightSphere Investment
Group Inc. (Parent Company)
BSIG Executive
 Meghan K. Driscoll
Member Board of Managers
BrightSphere Investment
Group Inc. (Parent Company)
BSIG Executive
6.BlackRock Advisors, LLC:
BlackRock Advisors, LLC’s (“BA”) principal business address is 100 Bellevue Parkway, Wilmington, Delaware 19809. BA is an indirect wholly-owned subsidiary of BlackRock, Inc. and was organized in 1994 for the purpose of providing advisory services to investment companies. The information required by this Item 31 about officers and directors of BA, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the last two years, is incorporated by reference to Schedules A and D of Part 1 of Form ADV, filed by BA pursuant to the Investment Advisers Act of 1940, as amended, (SEC File No. 801-47710).
7.BlackRock Financial Management, Inc.:
BlackRock Financial Management, Inc.’s (“BFM”) principal business address is 55 East 52nd Street, New York, New York 10055 and is an indirect wholly-owned subsidiary of BlackRock, Inc. BFM was organized in 1994 for the purpose of providing advisory services to investment companies. The information required by this Item 31 about officers and directors of BFM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the last two years, is incorporated by reference to Schedules A and D of Part 1 of Form ADV, filed by BFM pursuant to the Investment Advisers Act of 1940, as amended, (SEC File No. 801-48433).
8.Brown Advisory, LLC:
Brown Advisory, LLC (“Brown Advisory”) is located at 901 South Bond Street, Suite 400, Baltimore, Maryland 21231. Brown Advisory is registered with the SEC as an investment adviser and provides investment management services to individuals and institutions. Information as to the directors and officers of Brown for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Michael D. Hankin
President
Brown Advisory Incorporated and affiliatesChief Executive Officer, Partner
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  Brown Advisory FundsTrustee
  Brown Advisory Funds PLCDirector
  Baltimore Waterfront Partnership and Management AuthorityChairman
  Chesapeake ConservatoryTrustee
  Center For Large Landscape ConservationTrustee
  Hopkins Applied Physics LabChairman of the Board of Managers
  Johns Hopkins MedicineTrustee and Vice Chairman
  Johns Hopkins UniversityTrustee
  Land Preservation TrustPresident and Director
  National Steeplechase AssociationDirector
  Stanley Black & Decker, Inc.Director
  Tate Engineering Systems, IncDirector
  The Wills GroupDirector
 David M. Churchill
Treasurer
Brown Advisory Incorporated and affiliatesChief Operating Officer, Chief Financial Officer, Partner
  Brown Advisory FundsPresident/Principal Executive Officer
  Brown Advisory Funds PLCDirector
  First Fruits FarmDirector
  Grace Fellowship ChurchChairman, Finance Committee
  Mercy Medical CenterDirector
  Mount Vernon Place ConservancyTrustee
  National Aquarium, BaltimoreDirector
 Brett D. Rogers
Chief Compliance Officer
Brown Advisory Incorporated and affiliatesGeneral Counsel & Chief Compliance Officer, Partner
  Brown Advisory Funds PLCDirector
  Baltimore Chesapeake Bay Outward BoundDirector
  Baltimore Efficiency & Economy Foundation, Inc.Director
  Boy Scouts of AmericaDirector
  Kasina Youth FoundationBoard of Trustees
9.ClearBridge Investments, LLC:
ClearBridge Investments, LLC (“ClearBridge”) is located at 620 8th Avenue, New York, New York 10018, is a wholly-owned subsidiary of Legg Mason, Inc. and is registered under the Investment Advisers Act of 1940, as amended. Information regarding other business, profession, vocation or employment of a substantial nature as to the directors and officers of ClearBridge during the past two fiscal years is as follows:
C-13

 

 Name and Position with AdviserOther CompanyPosition with Other Company
 Terrence Murphy
Chief Executive Officer,
President and Director
Legg Mason Private Portfolio Group, LLCChief Executive Officer and Director
 Cynthia List
Chief Financial Officer and Director
Legg Mason Private Portfolio Group, LLCChief Financial Officer
 Barbara Brooke Manning
General Counsel and Chief Compliance Officer
Legg Mason Private Portfolio Group, LLCChief Compliance Officer
 Laura Boydston, John Eede, Brian Eakes, Terence Johnson and Jane Trust are senior executives within Legg Mason, Inc.’s global organization. They are Directors at ClearBridge.These Directors serve on the boards of one or more subsidiaries of Legg Mason, Inc. and are not involved in the day to day operations of ClearBridge Investments, LLC. 
10.Delaware Investments Fund Advisers:
Delaware Investments Fund Advisers (“DIFA”), with principal offices at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania 19103, has been a registered investment advisor since 1939. As of December 31, 2019, DIFA and its affiliates managed approximately $177.9 billion in assets under management across multiple asset classes in various institutional or separately managed investment company and insurance accounts. Information as to the directors and executive officers during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Shawn K. Lytle
President
Delaware Funds® by MacquariePresident/Chief Executive Officer
  Macquarie Investment ManagementVarious executive capacities
  Optimum Fund TrustPresident/Chief Executive Officer
 Roger A. Early
Executive Vice President/Executive Director, Global Co-Head of Fixed Income
Delaware Funds® by MacquarieExecutive Vice President/Executive Director, Global Co-Head of Fixed Income
  Macquarie Investment ManagementVarious executive capacities
 Dominic Janssens
Executive Vice President/Global Chief Operations Officer
Delaware Funds® by MacquarieExecutive Vice President/Global Chief Operations Officer
  Macquarie Investment ManagementVarious executive capacities
 John Leonard
Executive Vice President/Global Chair of Equities
Delaware Funds® by MacquarieExecutive Vice President/Global Chair of Equities
  Macquarie Investment ManagementVarious executive capacities
 Alexander Alston
Senior Vice President/Co-Head of Private Placements Analysts
Macquarie Investment ManagementVarious executive capacities
C-14

 

 Joseph R. Baxter
Senior Vice President/Head of Municipal Bond Department/Senior Portfolio Manager
Delaware Funds® by MacquarieSenior Vice President/Head of Municipal Bond Department/Senior Portfolio Manager
  Macquarie Investment ManagementVarious capacities
 Christopher S. Beck
Senior Vice President/Chief Investment Officer—Small Cap Value/Mid-Cap Value Equity
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer—Small Cap Value/Mid-Cap Value Equity
  Macquarie Investment ManagementVarious capacities
 David Brenner
Senior Vice President/Chief Administration Officer
Delaware Funds® by MacquarieSenior Vice President/Chief Administration Officer
  Macquarie Investment ManagementVarious capacities
 Adam H. Brown
Senior Vice President/Senior Portfolio Manager/Co-Head of High Yield
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager/Co-Head of High Yield
  Macquarie Investment ManagementVarious capacities
 Stephen J. Busch
Senior Vice President/Global Head of Fund Services and US SMA Operations
Delaware Funds® by MacquarieSenior Vice President/Head of Separately Managed Account Operations and Fund Oversight
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustSenior Vice President/Investment Accounting
 Michael F. Capuzzi
Senior Vice President/Head of Investment Operations
Delaware Funds® by MacquarieSenior Vice President/Head of Investment Operations
  Macquarie Investment ManagementVarious capacities
 Liu-Er Chen
Senior Vice President/Chief Investment Officer, Emerging Markets and Healthcare
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer, Emerging Markets and Healthcare
  Macquarie Investment ManagementVarious capacities
 David F. Connor
Senior Vice President/General Counsel/Secretary
Delaware Funds® by MacquarieSenior Vice President/General Counsel/Secretary
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustSenior Vice President/General Counsel/Secretary
 Craig C. Dembek
Senior Vice President/Head of Credit Research
Delaware Funds® by MacquarieSenior Vice President/Co-Head of Credit Research
C-15

 

  Macquarie Investment ManagementVarious capacities
 Joseph Devine
Senior Vice President/Chief Investment Officer, Global Ex-US Equities
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer, Global Ex-US Equities
  Macquarie Investment ManagementVarious capacities
 W. Alexander Ely
Senior Vice President/Chief Investment Officer, Small/Mid-Cap Growth Equity
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer, Small/Mid-Cap Growth Equity
  Macquarie Investment ManagementVarious capacities
 Brad Frischber
Senior Vice President/Chief Investment Officer, Global Listed Infrastructure
Macquarie Investment ManagementVarious capacities
 Stuart M. George
Senior Vice President/Head of Equity Trading
Delaware Funds® by MacquarieSenior Vice President/Head of Equity Trading
  Macquarie Investment ManagementVarious capacities
 Paul Grillo
Senior Vice President/Chief Investment Officer—Total Return Fixed Income Strategies
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer—Total Return Fixed Income Strategies
  Macquarie Investment ManagementVarious capacities
 Sharon Hill
Senior Vice President/Head of Equity Quantitative Research and Analytics
Delaware Funds® by MacquarieSenior Vice President/Head of Quantitative Research and Analytics
  Macquarie Investment ManagementVarious capacities
 J. David Hillmeyer
Senior Vice President/Senior Portfolio Manager
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager
  Macquarie Investment ManagementVarious capacities
 James L. Hinkley
Senior Vice President/Head of Global Product Development
Delaware Funds® by MacquarieSenior Vice President/Head of Global Product Development
  Macquarie Investment ManagementVarious capacities
 Kashif Ishaq
Senior Vice President/Head of Investment Grade Corporate Bond Trading
Delaware Funds® by MacquarieSenior Vice President/Head of Investment Grade Corporate Bond Trading
  Macquarie Investment ManagementVarious capacities
 Cynthia I. Isom
Senior Vice President/Senior Portfolio Manager
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager
C-16

 

  Macquarie Investment ManagementVarious capacities
 Frank G. LaTorraca
Senior Vice President/Co-Head of Private Placements
Macquarie Investment ManagementVarious capacities
 Brian McDonnell
Senior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustSenior Vice President/Senior Portfolio Manager/Senior Structured Products Analyst
 John P. McCarthy
Senior Vice President/Senior Portfolio Manager/Co-Head of High Yield
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager/Co-Head of High Yield
  Macquarie Investment ManagementVarious capacities
 Francis X. Morris
Senior Vice President/Chief Investment Officer—Core Equity
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer—Core Equity
  Macquarie Investment ManagementVarious capacities
 Brian L. Murray, Jr.
Senior Vice President/Global Chief Compliance Officer
Delaware Funds® by MacquarieSenior Vice President/Global Chief Compliance Officer
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Chief Compliance Officer
 Susan L. Natalini
Senior Vice President/Chief Operations Officer—Equity and Fixed Income Investments
Delaware Funds® by MacquarieSenior Vice President/Chief Operations Officer—Equity and Fixed Income Investments
  Macquarie Investment ManagementVarious capacities
 Philip O. Obazee
Senior Vice President/Head of Derivatives
Delaware Funds® by MacquarieSenior Vice President/ Head of Derivatives
  Macquarie Investment ManagementVarious capacities
 Terrance M. O’Brien
Senior Vice President/Head of Portfolio Analytics
Delaware Funds® by MacquarieSenior Vice President/Head of Portfolio Analytics
  Macquarie Investment ManagementVarious capacities
 Mansur Z. Rasul
Senior Vice President/Portfolio Manager/Head of Emerging Markets Credit Trading
Delaware Funds® by MacquarieSenior Vice President/Portfolio Manager/Head of Emerging Markets Credit Trading
C-17

 

  Macquarie Investment ManagementVarious capacities
 Richard Salus
Senior Vice President/Global Head of Fund Administration
Delaware Funds® by MacquarieSenior Vice President/Global Head of Fund Administration
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustSenior Vice President/Chief Financial Officer
 Neil Siegel
Senior Vice President/Chief Marketing and Product Officer
Delaware Funds® by MacquarieSenior Vice President/Senior Portfolio Manager
  Macquarie Investment ManagementVarious capacities
 Babak Zenouzi
Senior Vice President/Chief Investment Officer—Real Estate Securities and Income Solutions
Delaware Funds® by MacquarieSenior Vice President/Chief Investment Officer—Real Estate Securities and Income Solutions
  Macquarie Investment ManagementVarious capacities
 Gary T. Abrams
Vice President/Head of International Equity Trading
Delaware Funds® by MacquarieVice President/Head of International Equity Trading
  Macquarie Investment ManagementVarious capacities
 Patricia L. Bakely
Vice President/Chief Financial Officer/Treasurer
Delaware Funds® by MacquarieVice President/Chief Financial Officer/Treasurer
  Macquarie Investment ManagementVarious capacities
 Jamie Charieri
Vice President/Analyst
Macquarie Investment ManagementVarious capacities
 Anthony G. Ciavarelli
Vice President/Associate General Counsel/Assistant Secretary
Delaware Funds® by MacquarieVice President/Associate General Counsel/Assistant Secretary
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Associate General Counsel/Assistant Secretary
 Kishor K. Daga
Vice President/Institutional Account Services
Delaware Funds® by MacquarieVice President/Institutional Account Services
  Macquarie Investment ManagementVarious capacities
 Michael E. Dresnin
Vice President/Associate General Counsel/Assistant Secretary
Delaware Funds® by MacquarieVice President/Associate General Counsel/Assistant Secretary
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Deputy General Counsel/Assistant Secretary
C-18

 

 Joel A. Ettinger
Vice President/Taxation
Delaware Funds® by MacquarieVice President/Taxation
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Taxation
 William J. Fink
Vice President/Deputy Chief Compliance Officer
Macquarie Investment ManagementVarious capacities
 Joseph Fiorilla
Vice President/Trading Operations
Delaware Funds® by MacquarieVice President/Trading Operations
  Macquarie Investment ManagementVarious capacities
 Denise A. Franchetti
Vice President/Portfolio Manager/Senior Research Analyst
Delaware Funds® by MacquarieVice President/Portfolio Manager/Senior Research Analyst
  Macquarie Investment ManagementVarious capacities
 Daniel V. Geatens
Vice President/Director of Financial Administration
Delaware Funds® by MacquarieVice President/Director of Financial Administration
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Treasurer/Chief Financial Officer
 Stephen Hoban
Vice President/Controller
Delaware Funds® by MacquarieVice President/Controller
  Macquarie Investment ManagementVarious capacities
 Jerel A. Hopkins
Vice President/Associate General Counsel/Assistant Secretary
Delaware Funds® by MacquarieVice President/Associate General Counsel/Assistant Secretary
  Macquarie Investment ManagementVarious capacities
 Michael Q. Mahoney
Vice President/Fund Administration
Macquarie Investment ManagementVarious capacities
 Andrew McEvoy
Vice President/Trade Settlements
Delaware Funds® by MacquarieVice President/Trade Settlements
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Trade Settlements
 Peter T. Pan
Vice President/Head of US SMA Trading
Delaware Funds® by MacquarieVice President/Head of US SMA Trading
  Macquarie Investment ManagementVarious capacities
 William Speacht
Vice President/Deputy Chief Compliance Officer
Delaware Funds® by MacquarieVice President/Deputy Chief Compliance Officer
  Macquarie Investment ManagementVarious capacities
C-19

 

 John C. Van Roden III
Vice President/Head of Municipal Trading
Delaware Funds® by MacquarieVice President/Head of Municipal Trading
  Macquarie Investment ManagementVarious capacities
 Emilia P. Wang
Vice President/Associate General Counsel/Assistant Secretary
Delaware Funds® by MacquarieVice President/Associate General Counsel/Assistant Secretary
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Associate General Counsel/Assistant Secretary
 Lauren Weintraub
Vice President/Equity Trader
Macquarie Investment ManagementVarious capacities
 Kathryn R. Williams
Vice President/Associate General Counsel/Assistant Secretary
Delaware Funds® by MacquarieVice President/Associate General Counsel/Assistant Secretary
  Macquarie Investment ManagementVarious capacities
  Optimum Fund TrustVice President/Associate General Counsel/Assistant Secretary
 Joseph Zalewski
Vice President/Analyst
Macquarie Investment ManagementVarious capacities
11.Goldman Sachs Asset Management, L.P.:
The principal business address of Goldman Sachs Asset Management, L.P. (“GSAM”) is 200 West Street, New York, New York 10282. GSAM is an investment adviser registered under the Investment Advisers Act of 1940, as amended. GSAM is part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a worldwide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM and has been providing financial solutions for investors since 1988. The directors and officers of GSAM have not held any positions with other companies during the past two fiscal years.
12.Harris Associates L.P.:
The principal business address of Harris Associates L.P. (“Harris”) is 111 South Wacker Drive, Chicago, Illinois 60606. Harris is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Harris is a limited partnership with Harris Associates, Inc. as its general partner. Harris and Harris Associates, Inc. are indirect subsidiaries of Natixis Investment Managers, L.P., which is an indirect subsidiary of Natixis Investment Managers (“Natixis IM”), an international asset management group based in Paris, France. Natixis IM is in turn owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, France’s second largest banking group. Information as to the directors and officers of Harris for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Anthony P. Coniaris
Co-Chairman and Portfolio Manager
Harris Associates, Inc.Co-Chairman, Director
  Harris Associates Investment TrustExecutive Vice President and Portfolio Manager (Oakmark Select Fund, Oakmark Global Fund and Oakmark Global Select Fund)
 Kevin G. Grant
Co-Chairman, Portfolio Manager and Analyst
Harris Associates, Inc.Co-Chairman, Director
C-20

 

  Harris Associates Investment TrustExecutive Vice President and Portfolio Manager (Oakmark Fund)
 Justin D. Hance
Vice President, Director of International Research, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President and Director of International Research
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark International Small Cap Fund)
 David G. Herro
Deputy Chairman and Chief Investment Officer – International Equities, Portfolio Manager and Analyst
Harris Associates, Inc.Deputy Chairman and Chief International Officer – International Equities, Director
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Global Fund, Oakmark Global Select Fund, Oakmark International Fund and Oakmark International Small Cap Fund)
 M. Colin Hudson
Vice President, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Equity and Income Fund)
 Christopher W. Keller
Chief Operating Officer
Harris Associates, Inc.Chief Operating Officer
  Harris Associates Securities L.P.Chief Operating Officer
  Harris Associates Investment TrustVice President
 Eric Liu
Vice President, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Global Select Fund)
 Jason E. Long
Vice President, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Global Fund)
 Michael L. Manelli
Vice President, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark International Fund and Oakmark International Small Cap Fund)
C-21

 

 Colin P. McFarland
Chief Compliance Officer
Harris Associates, Inc.Chief Compliance Officer
 Clyde S. McGregor
Vice President and Portfolio Manager
Harris Associates, Inc.Vice President
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Equity and Income Fund and Oakmark Global Fund)
 Thomas W. Murray
Vice President, Director of U.S. Research, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President and Director of U.S. Research
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Select Fund)
 William C. Nygren
Vice President, Chief Investment Officer - U.S. Equity, Portfolio Manager and Analyst
Harris Associates, Inc.Vice President and Chief Investment Officer – U.S. Equity
  Harris Associates Investment TrustVice President and Portfolio Manager (Oakmark Fund, Oakmark Select Fund and Oakmark Global Select Fund)
 Kristi L. Rowsell
President
Harris Associates, Inc.President, Director
  Harris Associates Securities L.P.President
  Harris Associates Investment TrustTrustee and President
 Zachary D. Weber
Chief Financial Officer and Treasurer
Harris Associates, Inc.Chief Financial Officer and Treasurer
  Harris Associates Securities L.P.Chief Financial Officer and Treasurer
  Harris Associates Investment TrustVice President, Principal Financial Officer and Treasurer
 Rana J. Wright
Vice President, General Counsel, Anti-Money Laundering Officer and Secretary
Harris Associates, Inc.Vice President, General Counsel and Secretary
  Harris Associates Securities L.P.Vice President, General Counsel Anti-Money Laundering Officer and Secretary
  Harris Associates Investment TrustVice President, Secretary and Chief Legal Officer
13.Heitman Real Estate Securities LLC and Heitman International Real Estate Securities HK Limited:
Heitman Real Estate Securities LLC and Heitman International Real Estate Securities HK Limited (together, “Heitman”) are located at 191 North Wacker Drive, Suite 2500, Chicago, IL 60606, and at 10/F LHT Tower, 31 Queen’s Road, Central, Hong Kong, respectively. Heitman is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The directors and officers of Heitman have not held any positions with other companies during the past two fiscal years.
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14.Jacobs Levy Equity Management, Inc.:
Jacobs Levy Equity Management, Inc. (“Jacobs Levy”), with principal offices at 100 Campus Drive, Florham Park, New Jersey 07932, is a New Jersey based investment adviser founded in 1986, with approximately $13.1 billion in assets under management as of December 31, 2019. The firm’s core business activity is managing U.S. equity portfolios for clients, which include institutions with separately managed accounts, registered investment companies and pooled investment vehicles intended for sophisticated, institutional investors. The directors and officers of Jacobs Levy have not held any positions with other companies during the past two fiscal years.
15.Legal & General Investment Management America, Inc.:
Legal & General Investment Management America, Inc. (“LGIMA”) is located at 71 South Wacker Drive, Suite 800, Chicago, Illinois 60606 and is registered with the SEC under the Investment Advisers Act of 1940, as amended. The directors and officers of LGIMA have not held any positions with other companies during the past two fiscal years.
16.The London Company of Virginia, LLC:
The London Company of Virginia, LLC’s (“London Company”) is located at 1800 Bayberry Court, Suite 301, Richmond, Virginia 23226. The London Company is an independent, majority employee-owned registered investment adviser founded in 1994. LPC London, LP, an affiliate of Lincoln Peak Capital, owns a minority (non-controlling) equity investment in the London Company. Lincoln Peak Capital is a private investment firm that specializes in partnering with investment management firms to help preserve their independence and facilitate equity transitions within a firm to key next generation management members. The directors and officers of the London Company have not held any positions with other companies during the past two fiscal years.
17.Loomis, Sayles & Company, L.P.:
Loomis, Sayles & Company, L.P. (“Loomis”), One Financial Center, 34th Floor, Boston, Massachusetts 02111, provides investment advice to the 11 series of Loomis Sayles Funds I, 8 series of Loomis Sayles Funds II and to other affiliated and unaffiliated registered investment companies, organizations and individuals. The sole general partner of Loomis is Loomis, Sayles & Company, Incorporated. Information as to the directors and executive officers during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Beverly M. Bearden
Director
Natixis Investment Managers, L.P.Deputy Chief Executive Officer
 Kevin P. Charleston
Chairman, President, Chief Executive Officer, and Director
Loomis Sayles Trust Company, LLCManager and President
  Loomis Sayles Funds ITrustee, President and Chief Executive Officer
  Loomis Sayles Fund II; Natixis Funds Trust I; Natixis Funds Trust II; Natixis Funds Trust IV; Natixis ETF Trust; Gateway TrustTrustee
  Loomis Sayles Distributors, Inc.Director
  Loomis Sayles Trust Company, LLCManager and President
  Loomis Sayles Investments LimitedExecutive Vice President
  Loomis Sayles Investment Asia Pte. Ltd.Director
 Matthew J. Eagan
Executive Vice President and Director
NoneNone
 Daniel J. Fuss
Vice Chairman, Executive Vice President, and Director
Loomis Sayles Funds I; Loomis Sayles Funds IIExecutive Vice President
C-23

 

 David L. Giunta
Director
Natixis Investment ManagersPresident and Chief Executive Officer, US and Canada
  Natixis Distribution CorporationChairman, President, and Chief Executive Officer
  Natixis Advisors, L.P.; Natixis Distribution, L.P.President and Chief Executive Officer
  Natixis Funds Trust I; Natixis Funds Trust II; Natixis Funds Trust IV; Natixis ETF Trust’ Gateway TrustTrustee, President and Chief Executive Officer
  Loomis Sayles Funds IITrustee and President
  Loomis Sayles Funds ITrustee and Executive Vice President
 John F. Gallagher, III
Executive Vice President, and Director
Loomis Sayles Distributors, Inc.President
  Loomis Sayles Distributors, L.P.President
 Jean S. Loewenberg
Executive Vice President, General Counsel, Secretary, and Director
Loomis Sayles Distributors, Inc.Director
  Loomis Sayles Investments LimitedGeneral Counsel and Secretary
  Loomis Sayles Trust Company, LLCManager and Secretary
 John R. Gidman
Executive Vice President, Chief Operating Officer and Director
Loomis Sayles Solutions, LLCPresident
 Aziz V. Hamzaogullari
Executive Vice President, Chief Investment Officer of the Growth Equity Strategies and Director
NoneNone
 Maurice Leger
Executive Vice President and Director
Loomis Sayles Trust Company, LLCManager
 Jean Raby
Director
Natixis Investment ManagersChief Executive Officer and Member of the Senior Management Committee
 Richard G. Raczkowski
Executive Vice President and Director
NoneNone
 Jaehoon Park
Executive Vice President, Chief Investment Officer, and Director
NoneNone
 Paul J. Sherba
Executive Vice President, Chief Financial Officer, and Director
Loomis Sayles Distributors, Inc.Vice President and Treasurer
  Loomis Sayles Distributors, L.P.Vice President and Treasurer
  Loomis Sayles Trust Company, LLCManager and Chief Financial Officer
  Loomis Sayles Investment Asia Pte. Ltd.Director
C-24

 

  Loomis Sayles Investments LimitedChief Financial Officer and Treasurer
 Elaine M. Stokes
Executive Vice President and Director
NoneNone
 John F. Russell
Executive Vice President and Director
NoneNone
 David L. Waldman
Executive Vice President, Deputy Chief Investment Officer and Director
NoneNone
18.MFS Institutional Advisors, Inc.:
MFS Institutional Advisors, Inc. (“MFSI”) is located at 111 Huntington Avenue, Boston, Massachusetts 02199 and is a U.S.-based investment adviser and subsidiary of Massachusetts Financial Services Company (“MFS”). MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). Certain officers and directors of MFSI serve, or have served, as officers or directors of some or all of MFSI’s corporate affiliates and/or as officers of some or all of the MFS funds and/or officers or directors of certain investment products managed by MFS or certain of MFS’s corporate affiliates. Except as set forth below, each director and principal executive officer of MFSI has been engaged during the past two fiscal years in no business profession, vocation or employment of a substantial nature other than as an officer and/or director of MFSI or certain of MFSI’s corporate affiliates. The table below lists the directors and principal executive officers of MFSI and their positions with certain of MFSI’s corporate affiliates as of January 1, 2020.
 Name and Position with AdviserOther CompanyPosition with Other Company
 Michael W. Roberge
Director and Chairman of the Board
Massachusetts Financial Services CompanyDirector and Chief Executive Officer
  MFS International Singapore Pte. Ltd.Director
  MFS Heritage Trust CompanyDirector, Chairman of the Board and Investment Officer
  MFS Investment Management Canada Limited; MFS International Australia Pty. Ltd.Director and Chairman of the Board
  MFS Investment Management K.K.Director and Chairman
 Anne Marie Bernard
Director
MFS Heritage Trust Company; MFS International Singapore Pte. Ltd.; MFS International Australia Pty. Ltd.Director
 John M. Corcoran
Director
MFS International Singapore Pte. Ltd.; MFS International Australia Pty. Ltd.Director
  MFS Investment Management Canada LimitedDirector and Assistant Treasurer
  MFS Heritage Trust CompanyDirector and President
 Michael S. Keenan
Director
MFS Fund Distributors, Inc.Director and President
  MFS International Australia Pty. Ltd.; MFS International Singapore Pte. Ltd; MFS Heritage Trust CompanyDirector
C-25

 

 Robertson G. Mansi
Director
MFS International (U.K.) Limited; MFS International Singapore Pte. Ltd.; MFS Investment Management K.K.; MFS Investment Management Canada Limited; MFS Heritage Trust Company; MFS International Australia Pty. Ltd.Director
 Carol W. Geremia
President and Secretary
Massachusetts Financial Services CompanyPresident and Head of Global Distribution
  MFS Heritage Trust CompanyExecutive Vice President
  MFS Investment Management K.K.Vice President
  MFS Fund Distributors, Inc.Director and Chairman of the Board
 Edward M. Maloney
Chief Investment Officer
Massachusetts Financial Services CompanyExecutive Vice President and Chief Investment Officer
  MFS Heritage Trust CompanyInvestment Officer
 Martin J. Wolin
Chief Compliance Officer
Massachusetts Financial Services Company; MFS Heritage Trust Company; Funds within the MFS U.S. Funds Complex (the “MFS Funds Complex”)Chief Compliance Officer
 Charuda (Bee) Upatham-Costello
Treasurer
MFS International Ltd.Assistant Treasurer
  MFS Investment Management Company (LUX) S.a.r.l.Treasurer
  MFS Fund Distributors, Inc.Treasurer and Senior Group Controller
19.Mondrian Investment Partners Ltd.:
The sole business activity of Mondrian Investment Partners Ltd. (“Mondrian”), 10 Gresham, London, EC2V JD United Kingdom, is to serve as an investment adviser. Mondrian is registered under the Investment Advisers Act of 1940, as amended. Information as to the directors and officers of Mondrian during the past two fiscal years is as follows:
 Name and Position with AdviserOther Company**Position with Other Company
 Elizabeth A. Desmond
Director, Deputy Chief Executive Officer, Chief Investment Officer - Developed Equity Markets
AVGP Limited; MIPL Holdings Limited; MIPL Group LimitedDirector
 Clive A. Gillmore
Director, Chief Executive Officer
AVGP Limited; MIPL Holdings Limited; MIPL Group Limited; Mondrian Investment Group (U.S.), Inc., Mondrian Investment Partners (U.S.), IncDirector
 Hamish Parker
Director
AVGP Limited; MIPL Holdings Limited; MIPL Group LimitedDirector
 Warren Shirvell
Director, Chief Operating Officer
MIPL Holdings Limited; MIPL Group Limited; Mondrian Funds plcDirector
C-26

 

 David Tilles
Director, Executive Chairman
AVGP Limited; MIPL Holdings Limited; MIPL Group LimitedDirector
 ** All of these companies are group related affiliates of Mondrian with the exception of Mondrian Funds plc, which is an investment vehicle.
20.Neuberger Berman Investment Advisers LLC:
Neuberger Berman Investment Advisers LLC (“Neuberger Berman”) is located at 1290 Avenue of the Americas, New York, New York 10104, is directly owned by Neuberger Berman Investment Advisers Holdings LLC and Neuberger Berman AA LLC, which are subsidiaries of Neuberger Berman Group LLC, and is registered under the Investment Advisers Act of 1940, as amended. The directors and officers of Neuberger Berman have not held any positions with other companies not affiliated with Neuberger Berman during the past two fiscal years.
21.Pacific Investment Management Company LLC:
Pacific Investment Management Company LLC (“PIMCO”) is located at 650 Newport Center Drive, Newport Beach, California 92260. PIMCO, an institutional money management firm, was founded in 1971 to provide specialty management of fixed-income portfolios. PIMCO is a majority owned subsidiary of Allianz Asset Management with minority interests held by certain of its current and former officers, by Allianz Asset Management of America LLC, and by PIMCO Partners, LLC, a California limited liability company. PIMCO Partners, LLC is owned by certain current and former officers of PIMCO. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE. The directors and officers of PIMCO and their business and other connections for the past two fiscal years are as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Kimberley Stafford
Managing Director
PIMCO Hong KongHead of PIMCO Asia-Pacific
 Craig A. Dawson
Managing Director
PIMCO Europe Ltd.Head of EMEA
 Jennifer E. Durham
Managing Director
Pacific Investment Mgt Co. LLC; PIMCO Variable Insurance Trust; PIMCO ETF Trust; PIMCO Equity Series; PIMCO Equity Series VITChief Compliance Officer
 Emmanuel Roman
Managing Director
Pacific Investment Mgt Co. LLCCEO
 David C. Flattum
Managing Director
Pacific Investment Mgt Co. LLCGeneral Counsel
  PIMCO Variable Insurance Trust; PIMCO ETF Trust; PIMCO Equity Series; PIMCO Equity Series VITChief Legal Officer
 Daniel Ivascyn
Managing Director
Pacific Investment Mgt Co. LLCGroup Chief Investment Officer
 Brent Richard Harris
Managing Director
Pacific Investment Mgt Co. LLCExecutive Committee Member
  StocksPLUS Management, Inc.Director and Vice President
  PIMCO Variable Insurance Trust; PIMCO ETF TrustTrustee, Chairman and President of the Trust
  PIMCO Equity Series; PIMCO Equity Series VITTrustee, Chairman and Senior Vice President
C-27

 

  PIMCO Luxembourg S.A. and PIMCO Luxembourg IIDirector
 Andrew Balls
Managing Director
PIMCO Europe LimitedChief Investment Officer
 Eric Sutherland
Managing Director
PIMCO InvestmentsPresident
 Tomoya Masanao
Managing Director
PIMCO Japan LimitedCo-Head of Asia-Pacific Portfolio Management, Head of Japan office
22.Parametric Portfolio Associates LLC:
Parametric Portfolio Associates LLC (“Parametric”), Minneapolis Investment Center, is located at 3600 Minnesota Drive, Suite 325, Minneapolis, Minnesota 55435. Parametric is registered under the Investment Advisers Act of 1940, as amended, and delivers customized solutions to institutional investors. Information as to the directors and officers of the adviser for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Tom Lee
Chief Investment Officer
St. Thomas AcademyTrustee
23.Payden & Rygel:
Payden & Rygel is located at 333 South Grand Avenue, 39th Floor, Los Angeles, California 90071 and engages principally in the business of providing investment services to institutional clients. Information as to the directors and officers of Payden & Rygel for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Robin Creswell
Managing Principal
Payden & Rygel Global LimitedManaging Director
 Mark Morris, CFA
Principal
Payden & Rygel Global LimitedSenior Portfolio Director
 Nigel Jenkins, ASIP
Principal
Payden & Rygel Global LimitedStrategy Director
 Mary Beth Syal, CFA
Managing Principal
Payden & Rygel Global LimitedBoard Director
 Brian Matthews, CFA
Managing Principal
Payden/Kravitz Investment Advisers LLCCo-Chairman of the Board
 Joan Payden, CFA
President and CEO
The Payden & Rygel Investment GroupChairwoman, Trustee
 James P. Sarni, CFA
Managing Principal
The Payden & Rygel Investment GroupTrustee
 Michael Salvay, CFA
Managing Principal
The Payden & Rygel Investment GroupTrustee
24.RBC Global Asset Management (UK) Limited:
RBC Global Asset Management (UK) Limited (“RBC GAM UK”), 77 Grosvenor Street, London, W1K 3JR, United Kingdom, is a wholly-owned subsidiary of Royal Bank of Canada Holdings (UK) Limited which is a wholly-owned subsidiary of Royal Bank of Canada. Information regarding other business, profession, vocation or employment of a substantial nature as to the directors and officers of RBC GAM UK during the past two fiscal years is as follows:
C-28

 

 Name and Position with Investment AdviserOther CompanyPosition with Other Company
 Clive Brown
Executive Director
IFRS Advisory CouncilBoard Member
 David Thomas
Chairman
Great Ormond Street Hospital Children’s CharityBoard Member
  CLS Bank InternationalBoard Member
  FICC Markets Standards BoardConsultant
25.RREEF America L.L.C.:
RREEF America L.L.C. (“RREEF”), DWS Investments Australia Limited (“DIAL”) and DWS Alternatives Global Limited (“DWS Global”) (together, “RREEF”) are located at DWS, 222 South Riverside Plaza, Floor 34, Chicago, Illinois 60606, at Deutsche Bank Place, Level 16, 126 Phillip Street, Sydney, NSW 2000, Australia, and at The Willis Building, 30 Fenchurch Avenue, London, EC3M 5AD, United Kingdom, respectively. RREEF’s sole business activity is to serve as an investment advisor. RREEF is registered under the Investment Advisers Act of 1940, as amended. The directors and officers of RREEF have not held any positions with other companies during the past two fiscal years.
26.Sands Capital Management, LLC:
Sands Capital Management, LLC (“Sands”) is located at 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209. The directors, officers and/or partners of Sands have been engaged in the below capacities with other companies within the last two fiscal years:
 Name and Position with Investment AdviserOther CompanyPosition with Other Company
 Frank M. Sands
Chief Executive Officer
Sands Capital Ventures, LLCInvestment Board Member
 Jonathan Goodman
General Counsel
Sands Capital Ventures, LLCGeneral Counsel and Chief Compliance Officer
 Stephen Nimmo
Executive Managing Director
Sands Capital Ventures, LLCProvides client relations service
27.Schroder Investment Management North America Inc.:
Schroder Investment Management North America Inc. (“SIMNA”) is located at 7 Bryant Park, New York, New York 10018 and is an investment manager focusing on U.S. equity and U.S. fixed income securities. SIMNA is a registered investment advisor under the Investment Advisers Act of 1940, as amended. SIMNA is an affiliate of Schroders plc, a London Stock Exchange-listed financial services company. The directors and officers of SIMNA have not held any positions with other companies during the past two fiscal years.
28.Schroder Investment Management North America Limited:
Schroder Investment Management North America Limited (“SIMNA Ltd”) is located at  1 London Wall Place, London EC2Y 5AU, United Kingdom. SIMNA Ltd is an indirect wholly-owned subsidiary of Schroders plc, a London Stock Exchange-listed global asset management company. The directors and officers of SIMNA Ltd have not held any positions with other companies during the past two fiscal years.
29.Shenkman Capital Management, Inc.
Shenkman Capital Management, Inc. (“Shenkman”), 461 Fifth Avenue, 22nd Floor, New York, New York 10017, is a privately held corporation controlled by Mark R. Shenkman and is registered under the Investment Advisers Act of 1940, as amended. Information as to the directors, officers and/or partners of Shenkman for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Victor Rosenzweig
Director
Olshan Frome & Wolosky LLPOf Counsel
C-29

 

  Reverse Mortgage Investment Trust Inc.Board Member
 Bradley D. Belt
Director
Orchard Global Asset ManagementVice Chairman
  Reverse Mortgage Investment TrustBoard Member
  Zurich American Life Insurance Company (NY)Board Member
 Mark R. Mitchell
Director
N/AN/A
30.TCW Investment Management Company LLC:
The TCW Group, Inc., 865 South Figueroa Street, Los Angeles, California 90017, consists principally of The TCW Group, Inc., the holding company, and the following investment advisers registered under the Investment Advisors Act of 1940: TCW Asset Management Company, TCW Investment Management Company LLC (“TCW”) and Metropolitan West Asset Management, LLC. Information as to the directors and officers of TCW for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Marc I. Stern
Chairman
PBS SoCal; The John F. Kennedy Center for the Performing ArtsTrustee
  President’s Counsel of the Kennedy CenterCouncil Member, Founding Chairman
  Performing Arts Center of Los Angeles County; Los Angeles 2028 Olympic Committees (f/k/a Los Angeles 2024 Exploratory Committee)Director
  California Institute of Technology; Metropolitan Opera; Los Angeles Opera; Mayor’s Fund of Los Angeles; Marc & Eva Stern Foundation; Milwaukee Brewers Baseball Club; The Alliance for Southern California Innovation, Base HologramBoard Member
 Meredith Jackson
Executive Vice President, General Counsel & Secretary
MJ Fronty Vineyard LLCOfficer
  LA Philharmonic; Institutional Investor ForumsBoard Member
  SIFMA Asset Management GroupTreasurer
 David S. DeVito
Executive Vice President and Chief Operating Officer
Loyola High School; Loyola Marymount University; Catholic Community FoundationBoard Member
  Archdiocese of Los AngelesCommittee Member
 David Lippman
Manager, President and the CEO
The Music CenterBoard Member
  MWAM Holdings, LLCMember
C-30

 

31.TimesSquare Capital Management, LLC:
The business activity of TimesSquare Capital Management, LLC (“TSCM”), 7 Times Square, 42nd Floor, New York, New York 10036, is to serve as an investment adviser and assist in the selection of investment advisers. TSCM is registered under the Investment Advisers Act of 1940, as amended. The directors and officers of TSCM have not held any positions with other companies during the past two fiscal years.
32.WCM Investment Management, LLC:
WCM Investment Management, LLC (“WCM”) is located at 281 Brooks Street, Laguna Beach, California 92651. WCM is independently controlled entirely by its employees, and is registered with the SEC under the Investment Advisers Act of 1940, as amended. WCM specializes in providing innovative, equity investment advisory services. The directors and officers of WCM have not held any positions with other companies during the past two fiscal years.
33.Weiss Multi-Strategy Advisers LLC:
Weiss Multi-Strategy Advisers LLC (“Weiss”), with principal offices at 320 Park Avenue, New York, NY 10022, is a registered investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. It is a subsidiary of George Weiss Associates, LLC (“GWA, LLC”), a Connecticut Limited Liability Company. GWA, LLC is an independent, privately-owned asset management firm founded in 1998. GWA, LLC, in turn, is majority-owned by Weiss Family Interests LLC, which is majority-owned by various Weiss family trusts. A substantial number of Weiss’ employees also own minority interests in GWA, LLC. Information as to the principals and executive officers of Weiss during the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Pierce Archer
Chief Operating Officer
Weiss Multi-Strategy Funds LLCRegistered Representative
 Steven Breen
Chief Technology Officer
Weiss Multi-Strategy Funds LLCRegistered Representative
 Jeff Dillabough
Senior Vice President and General Counsel
Weiss Multi-Strategy Partners (Cayman) Ltd. Weiss Insurance Partners (Cayman) Ltd. Weiss Credit Opportunities Fund (Cayman) Ltd. Weiss DQM Fund (Cayman) Ltd. Weiss Insurance Partners II (Cayman) Ltd.Director
 Michele Lanzoni
Senior Vice President and Controller
Weiss Multi-Strategy Funds LLCChief Financial Officer/ Financial and Operations Principal
 Jena Roche
Director of Investor Relations and Marketing
Weiss Multi-Strategy Funds LLCRegistered Representative
 Victoria Stearns
Chief Compliance Officer
Weiss Multi-Strategy Funds LLCChief Compliance Officer, Executive Representative
 Hank Swiggett
Chief Administrative Officer-Mutual Funds
Weiss Multi-Strategy Funds LLCRegistered Representative
 Jordi Visser
Chief Investment Officer and President
Weiss Multi-Strategy Funds LLCRegistered Representative
 George Weiss
Chief Executive Officer
Weiss Family FoundationSole Trustee
  Woodrow Wilson FoundationTrustee Emeritus
  Somerset Reinsurance Ltd.Director
C-31

 

  Say Yes to Education IncFounds and Board Member (non-profit)
  Weiss Family Interests LLCManager (transferred his ownership interest to his Revocable Trust DTD 4/1/1999)
  University of PennsylvaniaBoard Member and Trustee Emeritus
  The Orphan Disease Pathway FoundationFounder and Sole Trustee (non-profit)
  Weiss Multi-Strategy Funds LLCRegistered Representative
34.Wellington Management Company LLP:
The business activity of Wellington Management Company LLP (“Wellington”), 280 Congress Street, Boston, Massachusetts 02210, is to serve as an investment adviser and assist in the selection of investment advisers. Wellington is registered under the Investment Advisers Act of 1940, as amended. The directors and officers of Wellington have not held any positions with other companies during the past two fiscal years.
35.Western Asset Management Company, LLC:
Western Asset Management Company, LLC (“Western”) is located at 385 East Colorado Boulevard, Pasadena, California 91101, and the sole business activity of Western is to serve as an investment adviser. Western is registered under the Investment Advisers Act of 1940, as amended. Information as to the directors and officers of Western for the past two fiscal years is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 James W. Hirschman III
Director, Chief Executive Officer and President
Western Asset Management Capital CorporationDirector
 John D. Kenney
Non-Employee Director
Legg Mason, Inc. and Legg Mason Charitable Foundation, Inc.Vice President
  OS Investors Holdings, LLC, OS Batterymarch Financial Management, Inc., ClearBridge Investments, LLC, Legg Mason ClearBridge Holdings LLC, Legg Mason Australia Holdings Pty Limited, EnTrustPermal Partners Holdings LLC, EnTrustPermal LLC, Martin Currie (Holdings) Limited, RARE Infrastructure International Pty Limited, RARE Infrastructure Limited, RARE Infrastructure (Europe) Pty Limited, RARE Infrastructure (North America) Pty Limited, RARE Holdings Pty Limited, Treasury RARE Holdings Pty Limited and Clarion Partners Holdings, LLCDirector
  Royce & Associates, GP, LLC, Legg Mason Royce Holdings, LLC, LM/Clarion I. LLC and LM/Clarion II, LLCManager
 Thomas C. Merchant
Non-Employee Director
Legg Mason, Inc.Executive Vice President, General Counsel and Secretary
C-32

 

  Legg Mason & Co., LLC, The Baltimore Company, BMML, Inc., Brandywine Global Investment Management, LLC, Barrett Associates, Inc., Legg Mason Charitable Foundation, Inc., Legg Mason Commercial Real Estate Services, Inc., Legg Mason International Holdings, LLC, Legg Mason Realty Group, Inc., Legg Mason Realty Partners, Inc., Legg Mason Tower, Inc., Legg Mason Holdings, LLC, LM Capital Support V, LLC, LMOBC, Inc., Pelican Holdings I, LLC, Pelican Holdings II, LLC and Legg Mason Real Estate Securities Advisors, Inc.Secretary
  QS Batterymarch Financial Management, Inc. and QS Investors Holdings, LLCDirector
  Western Asset Management Company LimitedNon-Executive Director
  Legg Mason Political Action CommitteeMember and Secretary
 Jennifer W. Murphy
Director and Chief Operating Officer
Brandywine Global Investment Management (Europe) Limited and Legg Mason International Equities LimitedFormer Director
  Legg Mason Political Action Committee and Brandywine Global Investment Management, LLCFormer Manager
  Western Asset Mortgage Capital CorporationDirector and Chief Executive Officer
 Peter H. Nachtwey
Non-Employee Director
Legg Mason, Inc.Senior Executive Vice President and Chief Financial Officer
  Legg Mason & Co., LLC, BMML, Inc., Legg Mason Commercial Real Estate Services, Inc., Legg Mason Real Estate Securities Advisors, Inc., Legg Mason Realty Group, Inc., Legg Mason Realty Partners, Inc., Legg Mason Tower, Inc., LM BAM, Inc., LM Capital Support V, LLC and Gray Seifert & Company, LLCDirector and President
C-33

 

  Legg Mason Partners Fund Advisor, LLC, Legg Mason Fund Asset Management, Inc., Legg Mason International Holdings, LLC, Legg Mason Private Portfolio Group, LLC, Pelican Holdings I, LLC, Pelican Holdings II, LLC, Clarion Partners Holdings, LLC and LM Asset Services, LLCDirector
  QS Batterymarch Financial Management, Inc., Brandywine Global Investment Management, LLC, ClearBridge Investments, LLC, and Legg Mason Investment Counsel, LLCFormer Director
  Legg Mason ClearBridge Holdings LLC, ClearBridge, LLC, Royce & Associates, GP, LLC, Legg Mason Royce Holdings, LLC, LM/Clarion I, LLC and LM/Clarion II, LLCManager
  LM Capital Support V, LLCDirector and Vice President
  Legg Mason Charitable Foundation, Inc.Vice President and Treasurer
 Charles A. Ruys de Perez
Secretary and General Counsel
Western Asset Holdings (Australia) Pty Ltd, Western Asset Management Company Pty Ltd, Western Asset Management Company Ltd., Western Asset Management Company Pte., Ltd. and Western Asset Management Company LimitedDirector
36.Western Asset Management Company Limited:
The sole business activity of Western Asset Management Company Limited (“WAMCL”) is to serve as an investment adviser. WAMCL is located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom and is registered under the Investment Advisers Act of 1940, as amended. Information as to the directors and officers of WAMCL is as follows:
 Name and Position with AdviserOther CompanyPosition with Other Company
 Michael B. Zelouf
Director and Senior Executive Officer
Western Asset Management (UK) Holdings LimitedDirector
 Thomas C. Merchant
Non-Employee Director
Legg Mason, Inc.Executive Vice President, General Counsel and Secretary
C-34

 

  Legg Mason & Co., LLC, The Baltimore Company, BMML, Inc., Brandywine Global Investment Management, LLC, Barrett Associates, Inc., Legg Mason Charitable Foundation, Inc., Legg Mason Commercial Real Estate Services, Inc., Legg Mason International Holdings, LLC, Legg Mason Realty Group, Inc., Legg Mason Realty Partners, Inc., Legg Mason Tower, Inc., Legg Mason Holdings, LLC, LM Capital Support V, LLC, LMOBC, Inc., Pelican Holdings I, LLC, Pelican Holdings II, LLC and Legg Mason Real Estate Securities Advisors, Inc.Secretary
  QS Batterymarch Financial Management, Inc. and QS Investors Holdings, LLCDirector
  Legg Mason Political Action CommitteeMember and Secretary
  Western Asset Management CompanyNon-Executive Director
 Charles A. Ruys de Perez
Secretary and General Counsel
Western Asset Holdings (Australia) Pty Ltd, Western Asset Management Company Pty Ltd, Western Asset Management Company Ltd., Western Asset Management Pte, Ltd. and Western Asset Management CompanyDirector
Item 32.PRINCIPAL UNDERWRITERS
(a)Foreside Funds Distributors LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the 1940 Act, as amended:
FundVantage Trust
GuideStone Funds
Matthews International Funds (d/b/a Matthews Asia Funds)
Motley Fool Funds, Series of The RBB Fund, Inc.
New Alternatives Fund
Old Westbury Funds, Inc.
The Torray Fund
Versus Capital Multi-Manager Real Estate Income Fund LLC (f/k/a Versus Global Multi-Manager Real Estate Income Fund LLC)
Versus Capital Real Assets Fund LLC
(b)The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312.
  
NameAddressPosition with UnderwriterPosition with Registrant
Richard J. BerthyThree Canal Plaza, Suite 100
Portland, ME 04101
President, Treasurer and ManagerNone
C-35

 

Mark A. FairbanksThree Canal Plaza, Suite 100
Portland, ME 04101
Vice PresidentNone
Jennifer K. DiValerio899 Cassatt Road
400 Berwyn Park, Suite 110
Berwyn, PA 19312
Vice PresidentNone
Susan K. Moscaritolo899 Cassatt Road
400 Berwyn Park, Suite 110
Berwyn, PA 19312
Vice President and Chief
Compliance Officer
None
Jennifer E. HoopesThree Canal Plaza, Suite 100
Portland, ME 04101
SecretaryNone
(c)Not applicable.
Item 33.LOCATION OF ACCOUNTS AND RECORDS.
The books and other documents required by paragraph (b)(4) of Rule 31a-1 under the Investment Company Act of 1940, as amended are maintained in the physical possession of GuideStone Capital Management, LLC, the Registrant’s investment adviser, 5005 Lyndon B. Johnson Freeway, Suite 2200, Dallas, TX 75244. Other accounts, books and documents required by Rule 31a-1 are maintained in the physical possession of the Registrant’s transfer agent, BNY Mellon Investment Servicing, 760 Moore Road, King of Prussia, PA 19406; administration agent and accounting agent, The Northern Trust Company, 333 South Wabash Avenue, Chicago, IL 60604 and 801 South Canal Street, Chicago, IL 60607; and the Registrant’s sub-advisers at their respective locations shown in the Statement of Additional Information.
Item 34.MANAGEMENT SERVICES.
Not Applicable.
Item 35.UNDERTAKINGS.
Not Applicable.
C-36

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, (“1933 Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 20th day of May, 2020.
GUIDESTONE FUNDS
By: /s/ John R. Jones
John R. Jones
President
Pursuant to the requirements of the 1933 Act, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
/s/ William Craig George*Trustee, Chairman of the BoardMay 20, 2020
William Craig George  
/s/ Thomas G. Evans*TrusteeMay 20, 2020
Thomas G. Evans.  
/s/ Randall T. Hahn, D.Min.*TrusteeMay 20, 2020
Randall T. Hahn, D.Min.  
/s/ Barry D. Hartis*TrusteeMay 20, 2020
Barry D. Hartis  
/s/ Grady R. Hazel*TrusteeMay 20, 2020
Grady R. Hazel  
/s/ David B. McMillan*TrusteeMay 20, 2020
David B. McMillan  
/s/ Franklin R. Morgan*TrusteeMay 20, 2020
Franklin R. Morgan  
/s/ John R. Morris*TrusteeMay 20, 2020
John R. Morris  
/s/ Ronald D. Murff*TrusteeMay 20, 2020
Ronald D. Murff  
/s/ Patrick PattisonVice President and TreasurerMay 20, 2020
Patrick Pattison(principal financial officer) 
*By: /s/ John R. JonesAttorney-in-FactMay 20, 2020
John R. Jones  
C-37