EFTA01079462.pdf

ROCKEFELLER & CO. PART 2A OF FORM ADV: BROCHURE Rockefeller & Co., Inc. As of March 30, 2016 This brochure provides information about the qualifications and business practices of Rockefeller & Co., Inc. ('Rockefeller & Co."), which is an investment adviser registered with the United States Securities and Exchange Commission (the -SEC'S). If you have any questions about the cont !its of this brochure, lease contact Timothy J. McCarthy, Chief Compliance Officer a or or Randi I. Lederman, Compliance Officer, at or The information in this brochure has not been approved or ver e y e or y any state securities authority. Registration with the SEC does not imply a certain level of skill or training. Additional information about Rockefeller & Co. is available at the SEC's website at www.adviserinfo.sec.gov. EFTA01079462  Item 2: Material Changes Rockefeller & Co., Inc.'s ("Rockefeller & Co.") last annual update of this brochure was filed with the SEC as of March 30, 2015 (the "2015 Annual Update"). The discussion below includes only material changes made since the 2015 Annual Update. Please review these changes carefully. • Effective as of January 1, 2016, Stephen B. Heintz became a trustee of the Rockefeller Family Trust filling the vacancy created by the retirement of Antonia M. Grumbach. The Rockefeller Family Trust controls Rockefeller Financial Services, Inc., the parent company of Rockefeller & Co. • On January 7, 2016, Rockefeller & Co. announced that it has agreed to sell its wholly-owned subsidiary, Rockit Solutions, LLC ("Rockit Solutions"), to Fi-Tek, LLC ("Fi-Tek"), a financial technology solutions and service company, effective February 1, 2016. As part of this transaction, Rockefeller & Co. has entered into a long-term services agreement with the newly independent Rockit Solutions (under Fi- Tek's ownership) to provide for continuity of services following the effective date of the transaction. • Information about outside business affiliations involving financial services companies which was reported by directors, officers and employees of Rockefeller & Co. as of December 31, 2015, has been added to Item 10 for informational purposes. Neither Rockefeller & Co. nor its directors, officers or employees receives undisclosed monetary compensation from these service providers in connection with the use of such service providers by clients of Rockefeller & Co. • Information about investment risk factors in Item 8 has been expanded. • Information about Rockefeller & Co.'s processing of class action settlements for clients has been added to Item 16. -2- EFTA01079463  Item 3: Table of Contents Item Tit Page 1 Cover Page 2 Material Changes 2 3 Table of Contents 3 4 Advisory Business 4 5 Fees and Compensation 6 6 Performance-Based Fees and Side-By-Side Management 11 7 Types of Clients 12 8 Methods of Analysis, Investment Strategies and Risk of Loss 13 9 Disciplinary Information 18 10 Other Financial Industry Activities and Affiliations 20 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 22 12 Brokerage Practices 27 13 Review of Accounts 34 14 Client Referrals and Other Compensation 36 15 Custody 37 16 Investment Discretion 39 17 Voting Client Securities 40 18 Financial Information 43 -3- EFTA01079464  Item 4: Advisory Business Firm Overview Rockefeller & Co. is an investment management and wealth advisory firm providing services to high net-worth individuals, families, trusts, family offices, mutual funds, foundations, endowments and other institutions and accounts. Rockefeller & Co., which is headquartered in New York City, provides these services on a discretionary, non-discretionary or consulting basis for domestic and non-U.S. accounts. Rockefeller & Co. and its subsidiaries have additional offices in Boston, Massachusetts, Washington, D.C. and Wilmington, Delaware. Rockefeller & Co.'s history dates back to 1882 when John D. Rockefeller established a New York office to manage the Rockefeller family's investment, personal, and philanthropic interests. Rockefeller & Co. was incorporated in 1979 and in 1980 registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Rockefeller & Co. has two main wholly-owned operating subsidiaries: (1) Rockefeller Trust Company, N.A. ("RTC") and (2) The Rockefeller Trust Company (Delaware) ("RTC Delaware"), each of which provides personal trust services acting as trustee or co-trustee or as a fiduciary or agent for other fiduciary relationships. Firm Ownership Rockefeller & Co. is a wholly-owned subsidiary of Rockefeller Financial Services, Inc. (the "Parent Company"). The Parent Company is controlled by an independent trust established for the benefit of members of the Rockefeller family. Non-voting shares of the Parent Company are held by Rockefeller family members and related accounts, by directors of RTC, by senior professionals of Rockefeller & Co. through the latter's participation in a stock incentive plan (the "Rockefeller Stock Incentive Plan"), and by RIT Capital Partners plc, a London-listed investment trust chaired by Lord (Jacob) Rothschild. RIT has the right to appoint two representatives to the Boards of the Parent Company and Rockefeller & Co. The Rockefeller Stock Incentive Plan is long-term in nature and designed to attract and retain senior professionals and to promote the growth of long-term shareholder value through a close alignment of interests with the objectives of the firm and clients. Please refer to Schedule A of Rockefeller & Co.'s Form ADV Part IA for additional information about the ownership of the firm. EFTA01079465 Rockefeller & Co. Service Offerings Rockefeller & Co. is organized around two primary areas of expertise: • Rockefeller Wealth Advisors: Objective investment advice and consulting coupled with an open-architecture wealth management platform, along with trust, fiduciary and wealth planning services. Tailored advice and portfolios of equities, fixed- income securities, hedge funds, private equity funds, and other alternative investments. • Rockefeller Asset Management: Internally-managed global, U.S., non-U.S., sector specific and sustainability and impact investment equity strategies; as well as balanced (i.e., multi-asset class) strategies. Rockefeller & Co. offers a variety of investment advisory services, including investment management, consulting and supervisory services. Investment advisory services can either be provided on a discretionary or non-discretionary basis, and the scope of services can vary depending on the needs of the client. Rockefeller & Co. also acts in a sub-investment adviser or consulting capacity from time to time. In addition to the above services, Rockefeller & Co. also provides general financial advice and other services not specifically related to securities. Such advice can include trust and fiduciary services and advice, information management and reporting services, general accounting, tax planning and tax compliance services, preparation and filing of tax returns, personal budget preparation, long-range income and expense projections, advice on private business ventures and other family office services. Rockefeller & Co. is not registered as a commodity trading adviser or a commodity pool operator with the U.S. Commodity Futures Trading Commission and relies on available exemptions from registration when providing advice with respect to investments involving futures and options on futures. Assets Under Advisement As of December 31, 2015, Rockefeller & Co. and its subsidiaries had responsibility in varying degrees for approximately $16.2 billion in client assets, which is comprised of the following: • Regulatory Assets under Management: S10.4 billion o Discretionary Assets: $10.3 billion o Non-Discretionary Assets: $0.2 billion • Advised Assets: $5.8 billion Advised assets represent non-managed assets that receive services, such as financial planning, administration and/or consulting for open architecture programs or other assignments, consolidated reporting, and accounting and tax return preparation services. -5- EFTA01079466  kern 5: Fees and Compensation Rockefeller & Co.'s investment advisory fees are generally based on a percentage of the client's assets under management. Wealth Management Fees Rockefeller & Co.'s current standard wealth management fee schedule for managed assets (including cash held for investment and receivable balances) is based on the following annual rates: 1.00% on the first S25 million of assets 0.75% on the next $25 million of assets 0.50% on assets over $50 million To the extent a client invests in any mutual funds advised by Rockefeller & Co. ("Affiliated Mutual Funds") or privately pooled investment vehicles sponsored by Rockefeller & Co. ("Affiliated Private Funds" and, together with Affiliated Mutual Funds, "Affiliated Funds"), the client will normally bear the investment advisory fees charged by the Affiliated Funds instead of the fees determined under the fee schedule specified above. Rockefeller & Co.'s investment advisory fees for Affiliated Funds vary depending on the nature of their investment strategy and normally range between 0.35% and 1.25% annually, based on the market value of the assets invested in the particular Affiliated Fund or capital commitments in the context of Affiliated Funds that invest in private equity, venture capital or other illiquid investments. For certain types of services (e.g., a broader package of wealth management services, investment consulting, tax planning and preparation, etc.), Rockefeller & Co. may establish an annual fixed fee or hourly rate fee arrangement. These fees would depend on the nature and scope of Rockefeller & Co.'s responsibilities and may be lower than would be charged if similar services were acquired separately. Affiliated Funds Clients invested in Affiliated Funds bear their proportionate share of the applicable Rockefeller & Co. investment advisory fees charged to such Affiliated Funds. Affiliated Funds that hold private equity, venture capital or other illiquid investments are typically charged fees based upon the capital commitments made by investors rather than the market value of the Affiliated Fund. Investors in Affiliated Funds also indirectly bear their pro rata share of the fees and expenses of the Affiliated Funds, which include but are not limited to the fees charged by third party managers to the extent utilized, as well as custody fees, brokerage fees, audit fees, legal fees, other operational expenses and, in some cases, organizational expenses. Rockefeller & Co. provides certain administrative, accounting and tax services to the Affiliated Private Funds, and receives a fee from such Affiliated Private Funds as described below under "Information Management Services." Detailed information about each Affiliated Fund's fees and expenses is available in the fund's prospectus or -6- EFTA01079467 offering documents. Rockefeller & Co. may, in its sole discretion, waive all or any portion of its investment advisory fees and/or administration fees due with respect to any investor's investment in an Affiliated Fund, by rebate or otherwise, for any reason, without notice to or the consent of any other investor in the Affiliated Fund. In certain cases, Rockefeller & Co. and a client may agree to credit fees paid by the client to an Affiliated Fund against an overall advisory fee determined pursuant to the agreed upon fee schedule. Institutional Asset Management Fees For clients that engage Rockefeller & Co. solely for asset management services with respect to particular investment strategies (i.e., global equity, U.S. small cap, taxable fixed income, etc.), the investment advisory fee rates vary depending on the asset class, size and nature of the account, and normally range between 0.35% and 1.25% annually based on the market value of the assets invested in the particular strategy. Investment Consulting and Supervisors' Services In cases where Rockefeller & Co. is advising clients on assets managed by third-party investment advisors as part of an "open architecture" program, Rockefeller & Co.'s fees are generally determined based on the following factors: • Mix of assets; • Number of outside managers; and • Nature and scope of Rockefeller & Co.'s responsibilities General FinanciatAdvice Rockefeller & Co. also provides clients with financial advice and other services not specifically related to securities. This advice may include: • Accounting, tax planning and tax compliance; • Preparation and filing of tax returns; • Personal budget preparation; • Long-range income and expense projections; • Advice on private business ventures; and • Other family office services These fee arrangements are generally based upon time and hourly charges and/or established as an annual fixed fee depending on the particular scope of services. Information Management Services Rockefeller & Co. provides information management and reporting services to its advisory and to non-advisory clients who engage the firm for professional services, including EFTA01079468 partnership administration, accounting and tax return preparation services. Rockefeller & Co. has engaged its fonner affiliate, Rockit Solutions, LLC, to assist in providing these services. Fee rates for these services depend on the mix of assets and nature and scope of responsibilities. Rockefeller & Co. provides certain partnership administration, accounting and tax return preparation services to Affiliated Private Funds: • For Affiliated Private Funds investing primarily in publicly traded equity and fixed income securities, the annual administration fee is typically determined as a percentage (currently 0.14%) of the value of the Affiliated Private Fund's net assets (payable monthly in advance); and • For Affiliated Private Funds investing primarily in hedge foods, private equity funds, venture capital or other illiquid investments, the annual administration fee is typically included in the management fees Rockefeller & Co. receives from the Affiliated Private Fund. Rockefeller & Co. has engaged its former affiliate, Rockit Solutions, LLC, to assist in providing these services, and pays Rockit Solutions, LLC out of the fees it receives from the Affiliated Funds for such services. Trust and Fiduciary Services RTC and RTC Delaware provide fiduciary services acting either as a trustee, co-trustee, or as a fiduciary or agent for other fiduciary relationships. As part of these services, RTC and RTC Delaware typically delegate to Rockefeller & Co., on a discretionary basis, their power and authority to provide investment management services including investment advice to, and effecting investment transactions on behalf of, the fiduciary accounts. For its services as a trustee, or other fiduciary, or as an agent, RTC or RTC Delaware, as the case may be, receives the fees set forth in their respective fee schedules in effect from time to time, unless a separate fee is otherwise negotiated with the client. To Where RTC or RTC Delaware have delegated investment management responsibilities to Rockefeller & Co., they generally pay a fee to Rockefeller & Co. that is based upon the market value of the assets held in the fiduciary account so managed. Historic Fee Schedules: Negotiability Rockefeller & Co. has employed different fee schedules with clients historically and, in most cases, these historical fee schedules remain in effect with respect to such clients. Rockefeller & Co.'s fees are negotiated in certain circumstances depending upon the client's particular needs and requirements. Factors that would generally be considered in determining the fee include: g EFTA01079469  • Total size of assets to be managed; • Size and number of concentrated holdings in a single stock; • Complexity of potential planning, taxation and investment issues; • Number of separate or related accounts; and • Frequency and scope of financial planning and reporting Assets of accounts that have a family or business relationship to each other may be aggregated in some circumstances for purposes of determining the overall fee for the relationship. In that case, the overall fee generally would be allocated pro rata to each account in the relationship. Rockefeller & Co. may agree to, but does not typically enter into most favored nations fee agreements with respect to certain clients that engage Rockefeller & Co. for asset management services. In this type of arrangement, the advisory fee that would be charged to the client will be no less favorable than the fees charged to another similar client for substantially the same services and investment style. Factors considered when entering into these types of fee arrangements include size of the investment mandate, potential for additional assets under management, type of client, client servicing requirements and other considerations deemed relevant by Rockefeller & Co. Payment of Fees Generally, investment advisory fees for Rockefeller & Co. investment management accounts are paid quarterly in advance and are based on the market value of the assets under management in the account as of the close of business on the rust business day of each calendar quarter. Fiduciary accounts administered by RTC or RTC Delaware generally pay fees monthly in arrears based on the market value of the principal assets under management determined as of the close of business on the first business day of the given month. In certain circumstances, arrangements are in place for fees to be calculated and/or paid on different terms. An initial asset contribution or significant addition or withdrawal involving the account after the first business day of any quarter or month is subject to a partial fee based on the value of the assets and a proration for the number of days applicable to the change. Fees are prorated to the date of termination and any unearned portion of prepaid fees is refunded to the client. The advisory fee is generally charged directly to the client's custody account, and an invoice is sent to the client simultaneously with the transmittal of the payment instructions to the custodian. Some clients prefer to make direct payment after being issued an invoice. Affiliated Funds generally pay investment advisory fees to Rockefeller & Co. either quarterly or monthly in advance based on the net asset value of the Affiliated Fund as of the close of business on the first business day of each calendar quarter or month or in such other manner as specified in the Affiliated Fund's offering and organizational documents. -9- EFTA01079470 For the other services described above, Rockefeller & Co. generally issues an invoice to the client for purposes of payment. Depending on the scope of services, such invoices may be issued monthly, quarterly or at such other times as agreed with the client, and payments may be due before the start of such services, following the completion of such services or in periodic installments. Other Fees and Expenses Other fees and expenses that clients are responsible for in addition to Rockefeller & Co.'s fees include: • Third-party manager and fund fees and expenses (including incentive fees, if applicable); • Brokerage and trading costs and expenses and commissions; • Third-party custody fees (unless the client directly engages RTC or RTC Delaware for fiduciary or agency services, in which case the third party custody fees are typically paid directly by RTC or RTC Delaware); • Fees and expenses of private funds, mutual funds and exchange-traded funds; and • Fees and expenses of money market funds that hold cash balances Neither Rockefeller & Co. nor any of its supervised persons receives placement fees or commissions from third-parties for the sale of securities or other investment products, including asset-based charges or service fees from the sale of mutual funds. - 10 - EFTA01079471  Item 6: Performance-Based Fees and Side-By-Side Nlanagement Performance Based-Fees Rockefeller & Co. has entered into an arrangement with an institutional asset management client that provides for the payment of a performance fee if the account's returns exceed certain benchmarks over a multiple year period. Rockefeller & CO. is eligible to receive performance-based fees (or a carried interest) in the case of certain Affiliated Private Funds investing in hedge funds and listed financial sector equities. These fees are based on the performance of an investor's investment in the Affiliated Private Fund and are generally payable if the investment has exceeded a specified rate of return as described in the Affiliated Private Fund's governing documents. From time to time, Rockefeller & Co. may enter into similar arrangements with additional Affiliated Private Funds or with particular clients. In the case of a performance-based fee (or a carried interest), Rockefeller & Co. may have an incentive to make investments that are riskier or more speculative than would be the case in the absence of the performance-based fee (or the carried interest). Side-By-Side Management In limited cases involving certain asset classes (e.g., global equities, hedge funds and listed financial sector equities), Rockefeller & Co. may manage accounts that pay performance- based fees and asset-based fees and accounts that pay only asset-based fees. Further, Rockefeller & Co. also manages assets for its own account and for its directors, officers, employees and other affiliated persons or entities (collectively, "Affiliated Accounts") from time to time. In these cases, Rockefeller & Co. and its supervised persons may have an incentive to favor the performance-fee eligible account or the Affiliated Accounts over the others when, for example, placing trades, aggregating orders, or allocating limited investment opportunities. To address these potential conflicts, Rockefeller & Co. has policies and procedures in place requiring that investment decisions be made: • In accordance with the fiduciary duties owed to advisory accounts; and • Without consideration of Rockefeller & Co.'s or the supervised persons' pecuniary, investment or other financial interests Please refer to Item 11 for additional information on Rockefeller & Co.'s Code of Ethics and Item 12 for additional information on the firm's trade allocation policies and procedures. EFTA01079472  Item 7: Types of Clients Rockefeller & Co. offers investment advisory services to various types of clients, including: • High-net worth individuals, their families, family offices and related entities; • Funds organized as domestic or offshore (non-U.S.) companies, limited partnerships, limited liability companies or other types of legal entities; • U.S. registered investment companies; • Trusts and other fiduciary accounts (e.g., estates, uniform gift to minor accounts, plans); • Foundations, endowments, charitable and other nonprofit institutions; • Taxable and tax-exempt accounts; • State pension plans; and • Sovereign nations and wealth funds. Rockefeller & Co.'s usual target dollar value of assets for starting a client relationship is $30 million. Separately managed account minimums may vary depending on the investment strategy and the scope of services provided. A $1 million minimum is normally acceptable for an investment in an Affiliated Private Fund, although lesser investment amounts may be accepted depending on the scope of the client relationship and other considerations. The minimum account sizes generally do not apply to new accounts that are related to existing accounts. Rockefeller & Co. reserves the right to waive or reduce the minimum account size in its sole discretion. - 12 - EFTA01079473  Item 8: Methods of Analvsis, Investment Strategies and Risk of Loss Rockefeller & Co.'s investment philosophy is focused on seeking to enhance our clients' financial well-being and building on the value that they have already created. We employ a comprehensive process that seeks to grow and preserve capital. Our process generally begins by helping clients define their goals, objectives and risk tolerances. Once these investment parameters are agreed upon, Rockefeller & Co. would construct an investment portfolio using internal and, where appropriate, external strategies as agreed upon with the client. Rockefeller & Co. provides investment management services to clients in three formats: (i) entirely within a separately managed account and/or Affiliated Funds managed by Rockefeller & Co. across various strategies; (ii) using a combination of a Rockefeller & Co. separately managed accounts and Affiliated Funds with select third-party managers and funds; or (iii) entirely with third-party managers and funds in a "manager of managers" program. The recommended approach depends on consideration of the size and scope of the mandate, client preferences and requirements, fee considerations and other factors, and will be agreed upon with the client prior to implementation. Rockefeller & Co. will typically recommend the inclusion of its internal asset management strategies to clients for all or a portion of their asset allocation plan. A client may generally impose restrictions or limitations on investing in certain securities or certain types of securities (e.g., legacy or low-cost-basis holdings, sustainability and impact or mission-based investing, certain specialized sectors of the market or geographic regions). With the exception of clients focused on a single investment mandate, Rockefeller & Co. would generally structure each client's particular asset allocation plan and investment portfolio on a tailored basis. Asset Allocation Approach Rockefeller & Co.'s general approach to asset allocation stems from a belief that diversification ofrisks, including asset class, style, sector and industry risks, is important in seeking to achieve strong risk-adjusted returns. In an effort to strike the appropriate balance between diversifying risk and earning returns, our strategic asset allocation process begins with long-term forward-looking assumptions about the risks, returns, correlations and additional statistical measures of risk for various asset classes. We apply these capital market assumptions using commercial and proprietary quantitative tools to develop a selection of asset allocations that seek to optimize expected returns and multiple expected risk factors for the client's portfolio. Using our proprietary model, we project ranges of potential portfolio returns in an effort to illustrate risk/reward tradeoffs for different asset allocations. This analysis is based on probabilistic projections; as a result, better or worse outcomes are possible. Our projections are based on hypothetical modeling outcomes and do not reflect actual investment results and are not guarantees of future results. There are limitations inherent in the use of quantitative models that can be reviewed with clients upon their request. A client's actual investment results may vary substantially from - 13 - EFTA01079474 the projections produced from the models, and a client could lose all or a portion of their investment capital. Rockefeller & Co.'s investment philosophy focuses on active portfolio management through the use of internal and, where appropriate, external strategies. In certain client situations, Rockefeller & Co. may recommend multi-asset class investment funds in an effort to meet a client's investment objectives. We believe that customized asset allocation, active risk management and the creation of portfolios that are tailored to the client's needs have the potential to add significant value over time, over and above the returns that can be achieved through passive management. Generally, we would consider a passive strategy in limited situations. For example, a passive strategy may be used in conjunction with an active portfolio strategy in order to add diversification to a client's portfolio within a specific asset class. We may also consider a passive strategy for a small portion of a client's portfolio (with the use of an exchange-traded fund for example) if the trading costs in a specific country, or in a basket of securities, are higher than warranted in order to access the investment. IntemallvManaaecl Eauitv Strategies Rockefeller Asset Management ("RAM"), a division of Rockefeller & Co. and the "Finn" for purposes of the Global Investment Performance Standards ("GIPS®'), offers internally- managed global, U.S., non-U.S., sector specific and sustainability and impact investment equity strategies; as well as, balanced (e.g., multi-asset class) strategies. RAM believes that good long-term equity investments result from understanding a company's long-term business model, its execution of its strategy over time, and placing an objective valuation on future cash flows. Because RAM manages core equities, it tends to prefer well-managed companies, with reasonable valuations, diversified across industries. Internally managed equity portfolios typically hold between 30 and 80 stocks, depending on the strategy. Stocks are selected based on their growth potential and their valuations relative to their peers. A number of factors are assessed in the analysis of a company and its share price: • Its products or services; • The potential market size; • Its competitive substitutes; • Balance sheet quality; and • Valuation of cash flows and earnings Ideas that are purchased in the portfolio are typically larger than benchmark weighting in order to have a relative performance impact. Position sizes can be limited by an individual stock's liquidity and volatility as we seek to manage the overall risk profile of the portfolio. Unless requested by the client and agreed to by Rockefeller & Co., there generally are no limits to the variation of industries and sectors from the benchmark. Our investment team focuses on sector weights as well as factors such as growth, and value, but generally we do - 14 - EFTA01079475 not believe a portfolio can be normally improved by timing or neutralizing these factors. In short, we do not want to overwhelm the contribution made by stock selection with an over- emphasis on portfolio construction within specific internally managed strategies. Within our internally managed strategies, our turnover tends to be moderate and we are sensitive to liquidity and transaction costs. RAM's equity strategies, which are available through both Affiliated Funds and separately managed accounts and in a sub-advisory capacity (depending on size), include but are not limited to: • Global Equities; • U.S. Equities; • Non-U.S. Equities; • Global Sustainability & Impact Equities; • U.S. Sustainability & Impact Equities; • Non-U.S Sustainability & Impact Equities; • U.S. Small Cap Equities, • Balanced (Multi-Asset Class) Strategies; and • Global Equity Sector Specific Strategies Internally Managed Fixed Income Strategies Rockefeller & Co.'s taxable and tax-exempt fixed income strategies generally employ a conservative approach to U.S. fixed income markets and emphasize capital preservation and current income. Portfolios are constructed utilizing both a top-down focus on macro trends and sector forecasts and a bottom-up focus on credit, relative valuation and volatility. Fixed income strategies are offered through Affiliated Mutual Funds and separately managed accounts. When appropriate, separately managed accounts can be tailored to a client's specific liquidity, tax, risk and transparency requirements. Alternative Investment Strategies (e.g.. Hedge Funds and Private EauitvNenture Capital Funds) Rockefeller & Co. provides tailored advice on hedge funds, private equity/venture capital funds and other alternative asset classes for clients who have sufficient capital to support a diversified alternatives program. Rockefeller & Co. also offers diversified and/or opportunistic alternatives investments for clients through funds of funds and dedicated access structures, and provides advice on third party funds of funds. Third Party Investment Managers Rockefeller & Co. follows a formal process for selecting third-party managers. Our evaluation of new managers is a multi-stage process, which includes quantitative and qualitative factors. Rockefeller & Co. learns about managers from multiple sources including databases, conferences, industry contacts and clients. We then screen managers by evaluating investment performance, risk, style-drift and other quantifiable factors. Our qualitative - 15 - EFTA01079476 analysis of managers generally includes a review of due-diligence questionnaires, ADV forms, marketing materials, newsletters and research, as well as interviews with key personnel and on-site visits of managers' operations, with exceptions for large mutual fund complexes in which case we have contact with them through their organized seminars, conferences, "webinars" and phone calls. When we select a manager for client portfolios, we monitor the manager's performance quarterly in most cases and monthly if warranted. We generally contact managers at least quarterly to review their results, outlook, strategy, risks and important developments at their films. Generally, we seek to meet face-to-face with current managers, except for large mutual fund complexes and private equity and venture capital funds, in which case we have contact with them through their organized seminars, conferences, quarterly "webinars" and phone calls, typically at least once per year on site in their places of business. The process for selecting hedge fund and private equity managers is similar, but takes into consideration factors specific to those asset classes and includes review of information about their service providers such as auditors, custodians, administrators and the like. Investment Risk Factors Investing in securities and other assets involves a potential risk of loss due to various market, economic, political, regulatory, business, currency and other risks. Rockefeller & Co. does not guarantee the future performance of any client account, investment decision or strategy. Future results may vary substantially from past performance and no investment strategy can guarantee profit or protection from loss. Returns on investments can be volatile and an investor may lose all or a portion of their investment. Equity and equity-related investments are volatile and will increase or decrease in value based upon issuer, economic, market and other factors. Small capitalization stocks generally involve higher risks in some respects than do investments in stocks of larger companies and may be more volatile. The securities of non-U.S. issuers also involve a high degree of risk because of, among other factors, the lack of public information with respect to such issuers, less governmental regulation of stock exchanges and issuers of securities traded on such exchanges and the absence of uniform accounting, auditing and financial reporting standards. The non-U.S. domicile of such issuers and currency fluctuations may also be factors in the assessment of financial risk to the investor. Foreign securities markets are often less liquid than U.S. securities markets, which may make the disposition of non-U.S. securities more difficult. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. With respect to internally managed client portfolios, Rockefeller & Co. believes that the currency component of non-U.S. stock returns is an important part of the diversifying benefit of international investing and non-U.S. currencies can act as a diversifying tool within a portfolio to the extent that one currency's depreciation is offset by another's appreciation. As a result, Rockefeller & Co. generally does not seek to hedge currency exposure in client accounts but reserves the right to do so under under appropriate circumstances and if deemed beneficial to a client's portfolio. -16- EFTA01079477 Investment strategies that employ positive and/or negative governance, social, environmental or other screens may cause the strategy to avoid or sell stocks that otherwise meet the financial criteria for inclusion in the investment strategy. There can be no guarantee that a suitable replacement stock or a combination of stocks will be identified, or that any replacement stock or combination of stocks selected will have comparable performance to screened-out stocks. Screened-out stocks generally will be held in other =screened investment strategies. Investments in fixed income securities are subject to interest rate, credit, liquidity, prepayment, and extension risks, any of which may adversely impact the price of the security and result in a loss. Interest rates may go up resulting in a decrease in the value of fixed income securities. Duration is the time that it takes for an investor to be repaid the price for a bond by the bond's total cash flows. The longer the repayment period, or duration, the greater the chance that the bond will be exposed to interest rate risk. Generally, securities with longer maturities carry greater interest rate risk. The historically low interest rate environment increases the risk associated with rising interest rates. Credit risk is the risk that an issuer may not make timely payments of principal and interest. There is a risk that an issuer may "call", or repay, its high yielding bonds before their maturity dates. Fixed income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed income securities may make it more difficult to sell or buy a security at a favorable price or time. The municipal market is volatile and can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities. Alternative investments, such as hedge funds and private equity/venture capital funds, are speculative and involve a high degree of risk. There is no secondary market for alternative investments and there may be significant restrictions or limitations on withdrawing from or transferring these types of investments. Private equity funds generally require an investor to make and fund a commitment over several years. Alternative investments generally have high fees (including both management and performance based fees) and expenses that offset returns. Alternative investments are generally subject to less regulation than publicly traded investments. Rockefeller & Co. will not be able to independently value investments held by alternative investment fund managers. As a result, Rockefeller & Co. will generally rely on the values reported to it by alternative investment hind managers. The use of third party managers in investment programs involves additional risks. The success of the third party manager depends on the capabilities of its investment management personnel and infrastructure, all of which may be adversely impacted by the departure of key employees and other events. The future results of the third party manager may differ significantly from the third party manager's past performance. While Rockefeller & Co. intends to employ reasonable diligence in evaluating and monitoring third party managers, no amount of diligence can eliminate the possibility that a third party manager may provide misleading, incomplete or false information or representations, or engage in improper or fraudulent conduct, including unauthorized changes in investment strategy, insider trading, misappropriation of assets and unsupportable valuations of portfolio securities. - 17 - EFTA01079478 Rockefeller & Co.'s internally managed investment strategies (and some third party manager strategies) generally will hold a relatively concentrated portfolio of securities in comparison to their respective benchmarks and broader market indices. In addition, certain of these strategies focus on particular sectors of broader markets. As a result, the returns of the strategy may be impacted (adversely or positively) by the performance of one or more positions in the portfolio or the sectors in which the strategies focus their investments. There is a risk that Rockefeller & Co.'s asset allocation methodology and assumptions regarding asset classes and investment strategies may be incorrect in light of actual market conditions and may result in investment losses. Diversification across asset classes, investment styles, sectors and industries does not eliminate the risk of experiencing investment losses. There is also a risk that too much diversification can lead to the indexing of investment returns. The investment risks described above represent some but not all of the risks associated with various types of investments and investment strategies. Clients should carefully evaluate all applicable risks with any investment or investment strategy, and realize that investing in securities involves risk of loss that clients should be prepared to bear. Clients should also refer to the prospectus or private placement memorandum for an Affiliated Fund for additional information relating to investment risks. - 18 - EFTA01079479  Item 9: Disciplinary Information Within the last ten years, there have not been any material legal or disciplinary events involving the advisory business of Rockefeller & Co. or its management persons. - 19 - EFTA01079480  Item 10: Other Financial Industry Activities and Affiliations Neither Rockefeller & Co. nor any of its management persons are registered or have an application pending to register as a broker-dealer, futures commission merchant, commodity pool operator, commodity trading adviser, or as a registered representative or an associated person of any of the foregoing entities. Directors, officers and employees of Rockefeller & Co. and its subsidiaries may serve as non-executive directors of for-profit businesses, including financial services companies that provide services to Rockefeller & Co. and/or to clients of Rockefeller & Co. Reuben Jeffery III, the President and Chief Executive Officer of Rockefeller & Co. serves as a non-executive director of Barclays PLC, a global financial services provider, and as a member of the Senior Advisory Board to Tower Brook Capital Partners, L.P., a private equity firm. Rockefeller & Co. executes client securities transactions through Barclays Capital, Inc. ("Barclays Capital"), the U.S. broker-dealer subsidiary of Barclays PLC. Use of Barclays Capital is subject to Rockefeller & Co.'s Best Execution Policy, which is described in Item 12 below. In addition, Merit E. Janow and Candace K. Beinecke, who are each non-executive directors of Rockefeller & Co., also serve as a director/ trustee of the American Funds and First Eagle Funds, respectively. Elizabeth P. Munson, President of RTC and a Senior Client Advisor of Rockefeller & Co., is a director of CPA® 17 and CPA® 18, which are real estate investment trusts advised by WP Carey & Co. LLC. Rockefeller & Co. has adopted procedures and practices to mitigate conflicts of interests that may result from such outside business affiliations. Rockefeller & Co. has two wholly-owned trust company subsidiaries, RTC and RTC Delaware, that provide personal trust services acting as trustee or co-trustee or as a fiduciary or agent for other fiduciary relationships. As part of these services, RTC and RTC Delaware typically delegate, on a discretionary basis, their power and authority to provide investment management services including investment advice to, and investment transactions on behalf of, the fiduciary accounts to Rockefeller & Co. As discussed in Item 15, Rockefeller & Co. has engaged its affiliate, RTC, to serve as qualified custodian for the limited purpose of receiving and depositing into client accounts at third party qualified custodians, checks made payable to clients in connection with family office services and class action processing services offered to clients. RIT has the right to appoint two representatives to Rockefeller & Co.'s and the Parent Company's Board of Directors. Rockefeller & Co.'s President and Chief Executive Officer serves on the International Advisory Committee of J. Rothschild Capital Management Ltd. Consistent with its fiduciary duty to clients, Rockefeller & Co. may also recommend to its clients investment funds, products and services offered by or through RIT and its affiliates, when it determines that such investments, funds, products and services are consistent with a client's objectives. Rockefeller & Co. will disclose its relationship with RIT, at the time it makes any such recommendation. -20- EFTA0107948