NEPC, LLC

Form ADV – Part 2A Item 1 – Cover Page NEPC, LLC 225 Franklin Street, 29th Floor Boston, MA 02110 617-374-1300 www.NEPC.com Date of this Brochure: March 28, 2025 This Brochure provides information about the qualifications and business practices of NEPC, LLC (“NEPC”). If you have any questions about the contents of this Brochure, please contact us at 617-374-1300. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. NEPC is a registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about NEPC also is available on the SEC’s website at www.adviserinfo.sec.gov. i  Form ADV – Part 2A Item 2 – Material Changes Since the last annual update to our Brochure on March 28, 2024, the following material changes have occurred: • Items 4 and 10 were updated to reflect a change of control of NEPC. On January 2, 2025, Hightower Holding, LLC obtained a controlling ownership interest in NEPC. • On October 2, 2024, Item 9 was updated to disclose a settled order with the U.S. Securities and Exchange Commission. • Effective June 2024, our principal office and place of business were changed. ii  Form ADV – Part 2A Item 3 - Table of Contents Item 1 – Cover Page ..................................................................................... i Item 2 – Material Changes ............................................................................ ii Item 3 - Table of Contents ............................................................................ iii Item 4 – Advisory Business ........................................................................... 1 Item 5 – Fees and Compensation ................................................................... 1 Item 6 – Performance-Based Fees and Side-By-Side Management ....................... 3 Item 7 – Types of Clients .............................................................................. 4 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ................. 5 Item 9 – Disciplinary Information ................................................................. 10 Item 10 – Other Financial Industry Activities and Affiliations ............................ 11 Item 11 – Code of Ethics ............................................................................ 12 Item 12 – Brokerage Practices ..................................................................... 14 Item 13 – Review of Accounts ..................................................................... 15 Item 14 – Client Referrals and Other Compensation ........................................ 16 Item 15 – Custody .................................................................................... 17 Item 16 – Investment Discretion ................................................................. 18 Item 17 – Voting Client Securities ................................................................ 19 Item 18 – Financial Information ................................................................... 20 iii  Form ADV – Part 2A Item 4 – Advisory Business NEPC is a full-service investment consulting firm. NEPC has been providing financial consulting services as its sole line of business since 1986, based on providing proactive advice to help our clients meet or assist with exceeding their goals and objectives, and service our clients with seasoned professionals. Our Mission Statement is simple: “We help our clients achieve their goals.” As of January 2, 2025, Hightower Holding, LLC is the principal owner of NEPC. NEPC provides advice on both traditional and alternative assets. Services generally include the following: • The development and/or refinement of investment policies, objectives and guidelines and their periodic review • Asset-based asset allocation studies • Liability-based asset allocation studies every three to five years • Manager and custodian searches • Quarterly investment performance reports and accompanying executive summaries • Monthly flash reports • Invitation to our annual investment conference In general, NEPC does not provide investment management services in the context of managing a portfolio of individual stocks, bonds or other instruments; rather, NEPC provides customized investment advice, which often includes recommendations of specific third-party investment managers. For most clients, NEPC serves as a fiduciary under Section 3(21) of the Employee Retirement Income Security Act of 1974 (“ERISA”). NEPC does not serve as an attorney, accountant, tax advisor or insurance agent. In addition to traditional advisory consulting services, NEPC provides some clients with discretionary or Outsourced Chief Investment Officer (“OCIO”) consulting services, which typically include the services listed above along with additional discretionary services described in Item 16 of this brochure. For discretionary clients subject to ERISA, NEPC serves as a fiduciary under Section 3(21) as well as an investment manager under Section 3(38) of ERISA. NEPC has created investment funds (“Access Vehicles”) to allow discretionary clients to benefit from our scale through potentially lower investment manager fees and administrative costs. Because NEPC aggregates assets from multiple discretionary clients, these clients can potentially pay lower fees to the underlying managers. They may also qualify for vehicles that have a higher minimum asset requirement than these clients would 1  Form ADV – Part 2A have on their own. And because these vehicles do not directly generate revenue for NEPC, NEPC is not incented to use them except to benefit clients. NEPC typically invests clients in an Access Vehicle within NEPC’s discretionary OCIO capacity with the client, and NEPC will select underlying managers for the Access Vehicle that meet NEPC’s objectives for a specific investment strategy on behalf of all discretionary clients invested in that Access Vehicle. All NEPC clients investing through an Access Vehicle are invested under the same conditions and subject to the same underlying managers’ investment objectives and guidelines. NEPC outsources administration, custody and annual audits to third party service providers, but NEPC acts as the investment adviser to each Access Vehicle in a discretionary capacity. In the Fall of 2023, NEPC U.K. LTD was established and headquartered in London. The main purpose of this office is for certain members of NEPC, LLC’s research team to facilitate their research predominantly into United Kingdom- and Continental Europe-based fund management firms and those firms’ fund products. NEPC U.K. LTD is an affiliate of NEPC, LLC, its United States parent company. NEPC U.K. LTD is an Appointed Representative of Robert Quinn Advisory LLP, which is authorized and regulated by the UK Financial Conduct Authority. As of December 31, 2024, NEPC provides its consulting services to 436 clients with total assets of $1,759,233,605,068 which consist of $1,626,902,155,260 in advisory assets and $132,331,449,808 in discretionary assets (or $137,333,668,204 including the Access Vehicles).1 1 The non-discretionary clients do not count toward NEPC’s regulatory assets under management (“RAUM”) as listed in Form ADV, Part 1A. Only the discretionary assets listed here count toward NEPC’s RAUM. 2  Form ADV – Part 2A Item 5 – Fees and Compensation NEPC offers fixed, hourly and asset-based fees. In addition, NEPC offers performance- based fees to certain clients. When calculating either an asset-based fee or a performance-based fee, NEPC relies on a valuation provided by an independent third party (typically the client’s custodian bank) since NEPC does not determine asset values. Fees are generally quoted on a full retainer basis, encompassing all the services provided by NEPC. On occasion, fees are quoted on a project basis for a defined time period or scope of work. Some clients choose to reimburse us for reasonable travel expenses, while others prefer that our fee includes travel. Certain clients may be subject to a minimum fee. In all cases, the fee is agreed upon prior to NEPC’s retention and is specified in a written agreement with each client. NEPC will generally bill its fees on a quarterly basis, to be paid in arrears. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. All our fees are quoted, paid and received in hard dollars. NEPC does not have a standard fee schedule, and all fees are subject to negotiation, however the table below provides some general guidelines and typical fee ranges. Service Description Fee Ranges Performance Measurement Periodic reports on investment performance. The fee varies depending on the number of investment managers and size of the investment program. Advisory Services Advice on asset allocation and manager selection, and ongoing monitoring of the portfolio. Generally 5 to 20 basis points on the total asset value*. Fees may be higher or lower depending on amount of assets, the type of investments utilized and the level of service desired. Discretionary Services All the services listed above, plus implementation of our team's advice. Delegated Services is a variation of this level of service. Generally 10 to 50 basis points on the total asset value*. Fees may be higher or lower depending on amount of assets, the type of investments utilized and the level of service desired. Other Services Negotiable Customized services as mutually agreed upon * May include amounts committed to private investments. 1  Form ADV – Part 2A Fee Differentials: NEPC’s annual fee for advisory or discretionary services could vary based upon various objective and subjective factors, including, but not limited to, the total amount of assets placed under management/advisement and the complexity of the engagement. NEPC may also propose charging a flat fee based upon the same criteria. Similarly-situated clients could pay different fees. In addition, similar services may be available from other advisers for similar or lower fees. Additional Fees: Investment managers, custodian banks and recordkeepers charge management, custody and/or transaction fees. In addition to NEPC’s investment advisory fee referenced above, clients will also incur these third-party fees in connection with their investment program. Access Vehicles: With respect to the Access Vehicles described in Section 4, NEPC does not earn a fee for managing the portfolios. Clients invested in an Access Vehicle will pay organizational and administrative expenses like they would when investing in any third- party commingled fund. These expenses are allocated to investors on a pro-rata basis and are paid out of the assets of each Access Vehicle. 2  Form ADV – Part 2A Item 6 – Performance-Based Fees and Side-By-Side Management As noted in Item 5, in addition to fixed, hourly and asset-based fees, NEPC offers performance-based fees. These fees connect our compensation to the success of the plan or, in the case of Liability Driven Investment (“LDI”) related performance fees, to our success in closing the gap in a client’s funded status. The fee is agreed upon prior to NEPC’s retention by each client and is specified in a written agreement with each client. Performance-based fee arrangements may create an incentive for NEPC to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. NEPC has procedures designed and implemented to ensure that all clients are treated fairly, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Some of the third-party investment managers that NEPC recommends from time to time also charge a performance-based fee. 3  Form ADV – Part 2A Item 7 – Types of Clients NEPC provides investment advice to a variety of clients, including corporations and employee benefit plans maintained by corporations or similar entities, charitable organizations, healthcare organizations, public funds, Taft-Hartley Funds and high net worth individuals and families. These clients include several plan types including defined benefit, defined contribution, endowment, foundation, health and welfare, insurance, operating and taxable assets. NEPC does not have a minimum account size for its clients. 4  Form ADV – Part 2A Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Our client portfolios are generally designed to achieve specified target rates of return at predetermined risk levels. Accordingly, these portfolios generally contain domestic equities, fixed income and cash equivalents, international equities and global fixed income, real estate, alternative assets and various hedging strategies. In its role as a consultant, NEPC seldom becomes involved at the security level with a client. Rather, NEPC focuses on the asset class, the interaction among asset classes and the traditional and alternative asset investment managers who have demonstrated proficiency managing the various asset classes. For funds-of-funds, analysis is conducted at the fund-of-funds level and will not generally include a direct review of underlying funds. NEPC seeks to identify top-tier investment managers through the work of our experienced research staff. It is a thorough and continuous process, with the following steps2: • NEPC’s search process typically begins with our research team screening both our proprietary internal databases and external databases for candidate managers that meet the minimum criteria. • Next, NEPC conducts a performance review by utilizing internally-developed and/or third-party systems. This enables the examination of each candidate manager’s excess return stream, or “alpha,” over time. • Once NEPC has identified a set of managers for further analysis, asset class specialists meet with each manager to assess the investment team, understand the firm’s business focus, review investment philosophy, determine consistency of investment style, verify return attribution and liquidity, and dissect the investment process (see discussion of the “Five P’s” below). If the manager meets the established criteria, NEPC documents the manager’s investment thesis. • The specialist then brings the manager to NEPC’s centralized Due Diligence Committee for vetting. The Due Diligence Committee is made up of senior members of the firm, including Partners and Senior Consultants. Any outstanding issues or questions from the vetting session are pursued by the analyst and readdressed to the Committee. Successfully vetted investment managers are considered research- qualified and are added to a Focused Placement List (“FPL”) at the research analyst’s discretion. The criteria NEPC uses to evaluate managers are based on what NEPC sometimes refer to as the Five P’s. They are: • People: NEPC wants to be comfortable not only with the key individuals responsible for an investment product, but also the organization that holds them together. Our belief is that organizations that focus on stability and high levels of career satisfaction have a higher likelihood of outperformance. Ownership, incentives and 2 Steps may vary depending on the asset class under consideration. 5  Form ADV – Part 2A overall professional stability, among other factors, are examined in considerable detail. • Philosophy: NEPC believes it is important to understand the basic thesis that drives a manager’s investment process. For example, NEPC wants to know if the manager fundamentally believes in growth, value, bottom-up or top-down investing, and whether or not that philosophy is consistent with the actual implementation. • Process: NEPC conducts considerable qualitative and quantitative analysis on the process followed by each firm NEPC recommends to our clients. NEPC is thoroughly familiar with the research, buy decision, portfolio construction and sell decision, and NEPC compares managers on a consistent basis. • Performance: The performance phase of our analysis takes place after the firm’s people, philosophy and process pass muster. Strong performance is less relevant without a stable organization, an investment philosophy that makes sense, and a well-documented, repeatable investment process. When analyzing performance, NEPC looks at both up-market and down-market results. • Price: Finally, NEPC carefully analyzes manager fee structures. NEPC tracks components of the fees our clients can be expected to pay, including management fees, entry/exit fees, performance fees and minimum fees. NEPC also determines whether most favored nation fees are offered, and the degree to which managers are willing to negotiate fees. The culmination of our evaluation process is the investment thesis that NEPC develops. NEPC believes that, like stocks or bonds evaluated by active investment managers, NEPC should have levels of conviction about managers and their ability to outperform. The evaluation process outlined above coupled with the interviews and due diligence NEPC conducts with and on investment managers allows us to form opinions about the managers with whom our clients work. Managers that prove favorable based on the Five P’s may subsequently be recommended for a client portfolio, but only if they are a good “fit” within the investment program. Factors include return expectations, risk tolerance, liquidity needs, and legal or regulatory constraints. The fit is also determined by the correlation between each candidate’s performance and the risk and return characteristics of the other managers in the client’s investment program. Risk of Loss: The following risk factors are not intended to be a full or complete listing of all the risks involved in investing, and clients should engage in their own evaluation of such risks. Investment Risk. Investing in securities involves a risk of loss that clients should be prepared to bear. Clients should also understand that alternative assets (including hedge funds, real estate and private equity) are often illiquid or subject to lock-ups and are not subject to the same regulatory requirements as registered investment vehicles. NEPC works with clients to mitigate the risk of loss through diversification, asset allocation decisions and the use of hedging strategies. Clients should not assume that future performance of any specific investment or investment strategy (including the investments 6  Form ADV – Part 2A and/or investment strategies recommended or undertaken by NEPC) will be profitable or meet any specific target or level of performance. Lack of Sufficient Investment Opportunities The business of identifying, structuring and completing transactions is highly competitive and involves a high degree of uncertainty. It is possible there may not be enough attractive investments identified. While NEPC generally intends to seek attractive returns for the Access Vehicles and its clients, NEPC may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. Changing Economic Conditions The success of a client’s investment strategy could be significantly impacted by changing external economic conditions in the United States and global economies. On January 20, 2025, Donald Trump became President of the United States. President Trump and other members of the Republican Party intend to change numerous areas of law and regulations. There will likely be new policies that will affect foreign trade, taxes, and energy, which can impact social, political, and economic conditions. General economic conditions, interest rates, and the availability of alternate sources of financing may affect a client’s portfolio’s performance, including the value of its investments and a client’s ability to realize them for a profit. The securities of the type targeted by a client’s strategy may be adversely affected by changes in governmental policies, taxation, other laws and regulations, consumer and business spending trends, new social trends and/or communication methods, general economic downturns, currency fluctuations, domestic and foreign political situations, current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. Compliance with Laws & Regulations On August 28, 2024, the U.S. Department of the Treasury (“Treasury”) Financial Crimes Enforcement Network (“FinCEN”) adopted a final rule that requires certain investment advisers to, among other things, establish anti-money laundering/countering the financing of terrorism programs and comply with certain reporting requirements, including suspicious activity reports (“SARs”) (the “Investment Adviser AML Rule”). The date for compliance with the requirements of the Investment Adviser AML Rule is January 1, 2026. Many jurisdictions have also created or are in the process of changing or creating anti-money laundering, embargo and trade sanctions, or similar laws, regulations, requirements (whether or not with the force of law) or regulatory policies and many financial intermediaries are in the process of changing or creating responsive disclosure and compliance policies. It is unclear what additional steps, if any, NEPC may be required to take. In response to these developments and increased regulatory concerns with respect to the sources of funds used in investments and other activities, NEPC may require prospective and existing clients or investors to provide initial or additional documentation verifying, among other things, such client’s or investor’s identity, including the identity of such client’s or investor’s owners, stockholders or stakeholders, and the source and type of funds used to make purchases. It is also possible that, in connection with the establishment of anti-money laundering procedures or for other reasons, certain legislation or other regulation may require that NEPC share information with governmental and regulatory authorities with respect to clients or investors. NEPC reserves the right to require and produce such information as is necessary to comply with any request for information by courts, tribunals, central banks, exchanges, or governmental or regulatory authorities. 7  Form ADV – Part 2A Material Non-Public Information As a result of the operations of NEPC and its affiliates, NEPC may come into possession of confidential or material, non-public information. Therefore, NEPC and its affiliates may have access to material, non-public information that may be relevant to an investment decision to be made by NEPC. Consequently, due to applicable securities laws or NEPC’s internal policies, an Access Vehicle or NEPC may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken. Due to these restrictions, NEPC or a client may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. Cybersecurity NEPC, its service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect NEPC or its clients, despite the efforts of NEPC and its service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to a client and its limited partners. Third parties may attempt to fraudulently induce employees, customers, third party service providers or other users of NEPC’s systems to disclose sensitive information to gain access to NEPC’s data or that of a client. A successful penetration or circumvention of the security of NEPC’s or its service providers’ systems could result in the loss or theft of client or investor data or investments, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause a client, investor, NEPC or its service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Foreign Investments Investments made in securities traded principally in securities markets outside the United States are subject to additional and more varied risks, as the value of foreign securities may change more rapidly and extremely than the value of U.S. securities. Less information may be publicly available regarding foreign issuers. Foreign securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may adversely impact the value of foreign securities. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Certain investments are expected to be subject to or require review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”), such as where CFIUS-related laws, regulations or guidance deem non-U.S. persons or entities under their control to be acquiring a U.S. business. CFIUS has the authority to review proposed or existing transactions or investments or to seek to impose limitations on or prohibit investments, and CFIUS filings and other considerations can materially impact transaction timing, feasibility, certainty and costs. CFIUS considerations have the potential to prevent maintaining or pursuing certain investments, or limit the universe of available buyers for an existing investment. Any of these factors have the potential to adversely affect performance. 8  Form ADV – Part 2A Fixed Income Securities Fixed income securities pay fixed, variable, or floating rates of interest. The value of fixed income securities in which the portfolios invest may change in response to fluctuations in interest rates. In addition, the value of certain fixed-income securities and bank loans can fluctuate in response to perceptions of creditworthiness, foreign exchange rates, political stability, or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity (i.e., market risk). Real Estate In addition to general economic conditions or events, the commercial real estate markets are affected by several factors which can significantly impact the value of commercial real estate investments, including interest rates and credit spreads, levels of prevailing inflation, the availability of financing, the returns from alternative investments as compared to real estate and changes in planning, environmental, commercial lease, and tax laws and practices. Office real estate valuations have been volatile in recent years based on a variety of challenging macroeconomic fundamentals, including reduced tenant demand and employees of continuing to work from home at a higher frequency than many anticipated. Commercial property values are dependent on current rental values and occupancy rates, prospective rental growth, lease lengths, tenant creditworthiness and solvency, and investment yields and together with the nature, location and physical condition of the property concerned. Rental revenues and commercial real estate values are also affected by factors specific to each local market in which the property is located. Exchange Traded Funds Exchange traded funds (“ETFs”), are shares of publicly-traded unit investment trusts, open- end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad- based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying financial instruments they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying financial instruments they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Equity Securities Equity securities may fluctuate in value in response to many factors, including the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, the domestic and international political environment, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect these investments. 9  Form ADV – Part 2A Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of NEPC or the integrity of NEPC’s management. For the avoidance of doubt, on 9/17/2024, the SEC settled administrative proceedings against NEPC in connection with its failure to make Form 13F filings from the quarter ending 12/31/2019 to 9/30/23. NEPC also identified a potential issue relating to the timely filing of Form 13H and self-reported the issue to the SEC. NEPC agreed to cease and desist from committing or causing any violations of Sections 13(f)(1) and 13(h) under the Securities Exchange Act of 1934, as amended. NEPC paid the fine of $725,000. The SEC did not order a penalty relating to Form 13H in recognition of NEPC’s self-report. NEPC immediately corrected its filings policies and became current with all 13F and 13H filings, prior to the final date of settlement. This settlement will not have any impact on your account or NEPC’s compliance controls. 10  Form ADV – Part 2A Item 10 – Other Financial Industry Activities and Affiliations From time to time, NEPC may work with a client, or a client who has an affiliate, that could be considered a money manager. NEPC generally provides the same services to these clients that NEPC does to most clients; that is, NEPC advises the employee retirement plans of these companies, or provides advice on the selection of third-party investment managers. NEPC does not consider these relationships to present a material conflict of interest; however, all such relationships are disclosed to any client that is considering an investment with a firm that falls into this category. As a result of the transaction with Hightower Holding, LLC discussed in Item 4 above, NEPC has additional related persons that operate in the financial industry. Those new related persons are disclosed in Section 7.A. of Schedule D of Form ADV, Part 1A. NEPC does not believe that those relationships create a material conflict of interest. 11  Form ADV – Part 2A Item 11 – Code of Ethics NEPC maintains a Code of Ethics that provides all employees with guidance on proper conduct in fulfilling NEPC’s obligation as a fiduciary to its clients and in complying with SEC rules. The Code of Ethics stresses the importance of avoiding activities, interests and relationships that might interfere with, or give the appearance of interfering with, making decisions in the best interests of NEPC clients, and not placing NEPC’s interests ahead of its clients’ interests. Employees are reminded that they must always (1) place the interests of clients first, (2) conduct all personal securities transactions in full compliance with the Code of Ethics, and (3) avoid taking inappropriate advantage of their position. Among other things, the Code of Ethics requires employees to: • disclose material facts and actual or potential conflicts that may affect the services provided to clients; • act in the best interests of clients at all times; • not engage in any activity that conflicts with the interests of clients; • avoid taking inappropriate advantage of their position (e.g., by using knowledge of a client’s portfolio transactions to profit by the market effect of those transactions); and • conduct all personal trading in full compliance with the Code of Ethics, including all pre-trade clearance and reporting requirements. The Code of Ethics also requires employees to make certain disclosures regarding their trading and personal portfolios, restricts investments in private placements and new issues, and restricts the acceptance of gifts. Certain NEPC employees invest in the same securities that NEPC recommends to its clients. While this activity presents a conflict of interest, NEPC generally mitigates the conflict by disclosing the conflict and resolving it in a way that favors the interests of clients and/or investors over the interests of NEPC and its employees. In addition, NEPC allocates investment opportunities according to NEPC’s allocation policy and NEPC’s fiduciary duty not to place NEPC’s or its employees’ interests ahead of the interests of NEPC clients. NEPC has implemented policies pursuant to which such employee accounts and investments are reviewed prior to opening and periodically thereafter. In addition, securities trading by employees (including any investments in privately offered funds) is subject to the requirements of NEPC's Code of Ethics. Other related persons of NEPC may invest in the same securities that NEPC recommends to its clients. NEPC may recommend securities to its clients or buy/sell securities for its clients at or about the same time that such related person buys/sells the same securities for such related person’s own account. While this activity presents a conflict of interest, NEPC mitigates that conflict by maintaining policies and procedures that address personal trading in securities. 12  Form ADV – Part 2A NEPC’s Code of Ethics is administered and enforced by its Chief Compliance Officer. All employees must acknowledge the terms of the Code of Ethics annually, or as material amendments occur. A copy of the Code of Ethics will be provided to any client or potential client upon request. 13  Form ADV – Part 2A Item 12 – Brokerage Practices NEPC does not normally make investments or execute trades in individual securities and therefore does not have relationships with broker-dealers for trade execution. On occasion NEPC may initiate positions in ETFs for certain discretionary clients. Those positions are initiated or liquidated through the client’s custodian bank at NEPC’s request. NEPC does not engage in direct trading of individual securities or select brokers to execute trades. 14  Form ADV – Part 2A Item 13 – Review of Accounts NEPC reviews client accounts on a periodic basis and provides a written, detailed performance measurement report to most of our clients on a quarterly basis. Personal presentations are scheduled at the request of each client and normally occur at least quarterly. All client relationships are covered on a team basis, ensuring both continuity and consistency. Account reviews evaluate traditional and alternative manager performance, the impact of policy and fund structure on overall plan performance, and the overall market environment. The performance appraisal process focuses initially on plan structure and diversification, and subsequently on the performance of managers within each asset class and their interaction with one-another. In conducting these reviews, market and/or peer group comparisons are used, when available, to understand both return and risk measures. In servicing our clients, NEPC generally uses our Investment Performance Analysis (“IPA”) report, designed to our specifications but programmed and maintained by Investment Metrics, LLC. These reports feature extensive risk diagnostics, including various measures of volatility, market sub effects, risk-adjusted returns, a wide variety of portfolio characteristics and their respective influences on performance. As stated above, reviews normally occur on a periodic basis. In addition to regular meetings with clients, NEPC will often schedule supplementary meetings upon the occurrence of extraordinary events within the client’s portfolio, such as the departure of key personnel from an investment manager. 15  Form ADV – Part 2A Item 14 – Client Referrals and Other Compensation NEPC has no information applicable to this Item. NEPC does not use a third party to solicit business and does not accept or pay referral fees or commissions. 16  Form ADV – Part 2A Item 15 – Custody NEPC does not act as a qualified custodian for client accounts or maintain physical custody of any client assets. All client assets are either held directly by clients or maintained by their qualified custodian. Clients receive account statements from their custodians at least quarterly. Clients should carefully review the account statements they receive from their qualified custodian and compare such statements to any account statements received from underlying investment managers or other recordkeepers. NEPC’s client reports or summaries are not intended to be official books or records of the client’s accounts or assets. The client’s qualified custodian is expected to maintain the client’s official records. For our discretionary clients (see Item 16), NEPC often has authority to transfer monies between client accounts held at different investment managers but NEPC is not permitted to withdraw money from the client’s portfolio. 17  Form ADV – Part 2A Item 16 – Investment Discretion In general, NEPC acts on an advisory basis and does not manage client assets or engage in trading activities. For certain clients, however, NEPC acts as a discretionary advisor or OCIO. These “discretionary services” could include responsibility for such functions as asset allocation, rebalancing, and manager selection or termination. As a manager of managers, NEPC, on behalf of the client, allocates assets among unaffiliated separate account managers and private investment funds that maintain day-to-day discretionary trading authority for the designated assets, consistent with the client’s guidelines. For a discretionary client subject to ERISA, NEPC acts as a fiduciary and investment manager as defined under ERISA. In all such instances NEPC relies on an investment policy statement approved by the client and follows NEPC’s standard procedures to formulate advice. Before our advice is implemented, it is reviewed and approved by NEPC’s OCIO Committee, a centralized internal decision-making group that is governed by its OCIO Committee Policy Statement. A plan sponsor or other type of investor may elect to give NEPC discretion for several reasons. This type of arrangement can make sense for clients who do not have expertise in-house, want to outsource day-to-day plan decisions, or simply are short-staffed. NEPC’s level of discretion varies by client, and ranges from full discretion over all asset classes and managers to discretion over just one particular asset class, such as private equity. Typically, the core OCIO service is to allocate client assets across various third-party investment managers selected by NEPC, in the form of separately managed accounts, privately offered funds, ETFs or similar instruments. The client retains responsibility for approving an investment policy document, and NEPC generally assumes responsibility for all other investment decisions. Our services do not include legal, regulatory or tax advice. The client will execute a Certificate of Authority to grant NEPC the level of authority desired by the client. As part of NEPC’s discretionary advice service offering, NEPC may provide advice on the selection of investment managers. In this type of client relationship, the General Partner or Investment Manager of an investment fund may hire NEPC to evaluate and select managers that the Investment Manager would subsequently hire to manage some, or all, of the investment fund. In the event that an advisory client of NEPC invests in a fund advised by NEPC, the advisory client will receive a waiver or fee rebate to ensure that NEPC is not incented to offer conflicted advice by recommending a fund that will generate duplicate fees. 18  Form ADV – Part 2A Item 17 – Voting Client Securities As a matter of firm policy and practice, NEPC does not have any authority to and does not vote proxies on behalf of advisory clients. Clients retain the responsibility for receiving and voting proxies for securities maintained in client portfolios. NEPC may from time to time provide advice to clients regarding proxy voting services or the clients’ voting of proxies. NEPC may vote mutual fund proxies for discretionary clients. In these cases, NEPC will vote in the best interest of shareholders, as determined in accordance with NEPC’s written proxy voting policy. NEPC authorizes the clients’ investment managers to vote proxies for individual securities. If a client wishes to direct the voting of securities held in its own account with respect to a particular solicitation, NEPC will use best efforts to vote the client’s proxy in accordance with such request, provided the client provides NEPC with timely written instructions and to the extent consistent with our fiduciary duties and regulatory obligations. NEPC addresses conflicts of interest between NEPC and its clients with respect to voting securities, considering the circumstances at such time, and in a manner consistent with our fiduciary duties to our clients. Clients may obtain information about how NEPC voted their securities by contacting their respective client service team and can obtain a copy of NEPC’s proxy voting policy upon request. 19  Form ADV – Part 2A Item 18 – Financial Information As a registered investment adviser, NEPC is required in this Item to provide you with certain financial information or disclosures about its financial condition. NEPC has no financial condition that impairs its ability to meet contractual and fiduciary commitments to clients, and NEPC has not been the subject of a bankruptcy proceeding. 20