Subaccounting
Services
Certain
financial intermediaries may wish to use the transfer agent's subaccounting system to minimize their internal recordkeeping requirements. The transfer agent may charge a fee based on the level of subaccounting
services rendered. Financial intermediaries holding Shares in a fiduciary, agency, custodial or similar capacity may charge or pass through subaccounting fees as part of or in addition to normal trust or agency
account fees. They may also charge fees for other services that may be related to the ownership of Shares. This information should, therefore, be read together with any agreement between the customer and the financial
intermediary about the services provided, the fees charged for those services and any restrictions and limitations imposed.
Redemption In-Kind
Although the Fund generally intends to pay Share redemptions in cash, it reserves the right, on its own initiative or in response to a shareholder request, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.
Because
the Fund has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented
by such Share class during any 90-day period.
Any
Share redemption payment greater than this amount will also be in cash unless the Fund elects to pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund
determines its NAV.
Redemption in-kind is not as liquid as a cash redemption. Shareholders receiving the portfolio securities could have difficulty selling them, may incur related transaction costs and would be subject to risks of
fluctuations in the securities' values prior to sale.
Massachusetts
Partnership Law
Under
certain circumstances, shareholders may be held personally liable as partners under Massachusetts law for obligations of the Trust. To protect its shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of its shareholders for acts or obligations of the Trust.
In the
unlikely event a shareholder is held personally liable for the Trust's obligations, the Trust is required by the Declaration of Trust to use its property to protect or compensate the shareholder. On request, the Trust
will defend any claim made and pay any judgment against a shareholder for any act or obligation of the Trust. Therefore, financial loss resulting from liability as a shareholder will occur only if the Trust itself
cannot meet its obligations to indemnify shareholders and pay judgments against them.
Account and Share
Information
Voting Rights
Each
Share of the Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All
Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only shares of that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the
Trust's outstanding Sharesof all series entitled to vote.
As of January 6, 2014, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding Institutional Shares: NFS, LLC, Jersey City, NJ, owned approximately 4,570,022
Shares (23.49%); CPF Managed Portfolio III, Pittsburgh, PA, owned approximately 2,772,027 Shares (14.25%); Charles Schwab & Co, San Francisco, CA, owned approximately 2,307,250 Shares (11.86%); FNB Nominee Co.,
Indiana, PA, owned approximately 1,493,326 Shares (7.67%); and DBTCO, Dubuque, IA, owned approximately 1,147,973 Shares (5.90%).
As of
January 6, 2014, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding Service Shares: Planmember Services Corp.,UMB Bank NA, Kansas City, MO, owned approximately 1,208,117
Shares (34.12%); NFS, LLC, Jersey City, NJ, owned approximately 1,150183 Shares (32.48%); RSBCO, Ruston, LA, owned approximately 373,840 Shares (10.55%); and Nationwide Life Insurance Company, Columbus, OH, owned
approximately 252,283 Shares (7.12%).
Shareholders owning 25% or more of outstanding Shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders.
National Financial Services, LLC is organized in the state of Delaware and is a subsidiary of FMR LLC; organized in the state of Delaware.
UMB Bank, NA is organized in the state of Missouri and is a subsidiary of UMB Financial Corporation; organized in the state of Missouri.