The following nominees were selected based on their accomplishments during the past year. They and the four former directors of The Yacktman Funds, who will receive Lifetime Achievement Awards, will be honored—and winners in each category announced—at a dinner ceremony on Thursday, April 5, at The Mandarin Oriental in New York. Expect Miracles Foundation also will present its Third Annual Expect Miracles Awards.

TRUSTEE OF THE YEAR NOMINEES
Robert Bremner, independent chairman, Nuveen Funds
Bremner led the board’s response to auction-rate preferred securities derivative demand litigation on behalf of common shareholders and worked closely with the legal team that succeeded in December 2011 in getting the suit dismissed. Throughout Nuveen Investments’ handling of the ARPS crisis, Bremner was a central figure. He served as the board’s point man during the Chicago firm’s effort to refinance some $15 billion in frozen ARPS. Launched in February 2008, the refinancing program required a greatly expanded use of derivatives and the development of two new forms of preferred shares in order to meet the challenge of offering liquidity to preferred shareholders while preserving the benefits of leverage for common shareholders—a critical feature of nearly all closed-end funds. Nuveen was among the first of the closed-end fund providers to embrace multiple forms of leverage, and Bremner and his board were instrumental in a process took place against a backdrop of severe market stress and limited liquidity. The board met frequently to consider alternative solutions and evaluate their potential impact on portfolio performance and examine what kinds of returns common and preferred shareholders should expect. Bremner and the other independent directors encouraged management to engage in a wide-ranging communication program with investors and analysts through regular web postings, conference calls and added commentary in the funds’ annual reports. Bremner also serves as a member of the Independent Directors Council Governing Council.

James Conn, lead independent trustee, GAMCO Investors
Conn was instrumental in the construction of a transferable rights offering for preferred shareholders of GAMCO’s $254 million GDL Fund and guided the board through the innovative process. The self-underwritten offering allowed existing preferred shareholders the opportunity to buy a new series of preferred stock that includes various term resets designed to benefit from the current interest rate environment. Because of his grasp of the capabilities of the fund and its shareholder base, as well as his understanding of GAMCO Investors, Conn recognized the advantages of raising capital without costly underwriting and distribution fees, enabling shareholders to realize the full benefit of the proceeds. Conn, who served on the pricing committee for the fund, was heavily relied upon by the board and management throughout the construction process of the offering for his knowledge and experience in finance, banking and the broker-dealer industry. During the process, he adopted the perspective of a common shareholder and helped mold terms to permit the fund to obtain attractively priced financing without the pitfalls of auction market preferred shares while obtaining a lower cost over the expected life than fixed-rate preferred stock. Within the complex and on the board, Conn is known as somewhat of a closed-end fund guru and is tapped regularly for his knowledge and opinions.

Frank Nesvet, independent chairman, SPDR Series Trust
Nesvet spearheaded discussions with management at State Street Global Advisors regarding plans to introduce actively managed exchange-traded funds to the Boston firm’s existing family of passive SPDR ETFs. He initiated education sessions for the board about the actively managed ETF marketplace and the differences between ETFs managed in-house and those managed by sub-advisors—including nuances in portfolio management, distribution, operations, compliance and legal. SSgA’s proposed offerings, expected to be launched this year, will include both types of funds, and Nesvet was very active in the review of the program to oversee sub-advisors. Acting as a board liaison throughout the review and approval process, Nesvet set the agendas and scheduled multiple special calls and meetings while continuing oversight responsibilities of SSgA’s existing suite of 93 passively managed SPDR ETFs. Nesvet also worked on relationship building among the trustees, a new sub-advisor and new personnel involved in implementing a “master-feeder” structure and new product types for the actively managed ETFs. He continues to be in close touch with management to keep the board apprised of regulatory approvals associated with the launch of the actively managed SPDR ETFs.

SMALL BOARD TRUSTEE OF THE YEAR NOMINEES
Royce Flippin, lead independent trustee, Ariel Funds
When management at Ariel Investments made the decision to expand into international equity markets, Flippin took the lead in researching and familiarizing himself with the individual markets the firm anticipated targeting. He met with Ariel’s newly hired CIO of international equities, Rupal Bhansali, and then worked with management to schedule educational sessions for the full board to ensure all of the independent trustees understood issues surrounding currency exposure, risk, the firm’s hedging policy, and how the international portfolios would be constructed. Flippin was vocal at those sessions, asking Bhansali pointed questions and leading by example for the rest of the board. Ariel launched its first two international funds—the Ariel International Equity Fund and Ariel Global Equity Fund—at the very end of December. Flippin also participated in meetings and user groups related to the re-launch of Ariel’s website, which took place in September. He provided feedback to management both before the site’s debut and during a presentation to the full board. Flippin also sits on the boards of Technical Career Institutes and TerraCycle.

Pat Haden, independent chairman, TCW Funds
Haden guided the board through an ambitious fee-reduction plan initiated by management in mid-2010 and through the launch of five new funds between November 2010 and December 2011. By collaborating closely with TCW executives during the fee-reduction exercise, Haden was able to ensure that shareholders’ needs were met and that all changes were understood and approved by his fellow independent directors. TCW and the board capped all fund expenses at or below the Lipper average for each fund’s category. For the fund launches, Haden led the review and approval processes for each new fund—an effort that required research into emerging markets local currencies, commodities, global bonds and international small-cap equities. A former Rhodes Scholar and Los Angeles Rams quarterback, Haden also sits on the boards of Metropolitan West Funds and the closed-end TCW Strategic Income Fund, as well as Tetra Tech.

Anthony Hertl, independent chairman, Northern Lights Fund Trust
In a move to add investor protections for the commodity funds offered by the trust, Hertl instituted additional reporting requirements for the chief compliance officers of those funds. In addition to the standard quarterly questionnaire that goes out to all advisors, the commodity funds CCOs were asked to fill out an appendix that asks the CCO to tell the board what they are doing on a continuous basis since the fund does not have direct control over the asset base. Over a six-month period Hertl worked closely with the trust CCO to develop the appendix questions, which inquire about the processes used by the advisors to identify and monitor their holdings. More specifically, they seek information on advisors’ initial and ongoing due diligence, valuation process and monitoring of various risks. The guidance Hertl provided for the questions also was the foundation for the procedures the trust CCO developed for additional oversight and testing procedures associated with the risks of these commodity investments. Hertl’s active leadership sets the tone for the entire board to continually probe for information to ensure the best interests of shareholders are always front and center.

Gerald Malone, independent chairman,
Aberdeen Asset Management’s open-end funds and three closed-end funds
Malone spearheaded an educational program that targeted independent directors on all of Aberdeen’s fund boards. The program featured presentations delivered by senior members of Aberdeen’s investment and product management teams. Conducted as interactive plenary sessions during board meetings, they are designed to ensure all directors are informed about the dynamic investment, economic, political and demographic issues that have a potential impact on fund performance. Malone also oversaw the launch of three open-end funds in the first half of 2011: the Aberdeen Ultra-Short Duration Bond Fund, Aberdeen Emerging Markets Debt Local Currency Fund and Aberdeen Asia-Pacific Smaller Companies Fund. In the run-up to these launches, Malone led the board discussions with Aberdeen fund managers regarding portfolio strategy, positioning, sector allocations and marketing. For the closed-end business, Malone was active in shareholder communications, overseeing the launch of Aberdeen’s Closed-End Investor Center and Closed-End Fund Talk Channel, which are designed to provide shareholders with access to real-time information and fund manager webcasts and films, and contributing to Aberdeen’s quarterly magazine for closed-end fund investors, The Bulletin. A former U.K. government official who has served as Minister of State and Minister of Health, as well as a Member of Parliament, Malone also has served on the boards of several healthcare companies.

Kent Moore, independent chairman, Old Mutual Funds
Moore led the Old Mutual Funds board in the unusual move to hire an independent consultant to review the various offers being made for Old Mutual Asset Management’s U.S. mutual fund business in 2011. Determined to do right by fund shareholders, he went beyond the basic requirements of a board chairman involved in a potential acquisition. He spent nights and weekends studying offers and soliciting advice from board counsel. By also bringing in the consultant, Moore sought a third-party opinion on each offer and assistance in the due diligence process—a move that could have alienated him and the other four independent directors from management if not handled delicately and professionally. In early October, Touchstone Investments announced it would acquire the U.S. mutual fund assets of Old Mutual, a deal approved by both management and the board of trustees. Moore, board chairman since 2004, and the other independent trustees will not join the Touchstone board following the close of the transaction in the second quarter. Moore also sat on the board of the closed-end TS&W/Claymore Tax-Advantaged Balanced Fund, which was open-ended in January after the trustees considered various ways to narrow the wide discount at which the fund had been trading to net asset value—all while under threat of a lawsuit from dissident shareholders.

John Murphy, independent chairman, Consulting Group Capital Markets Funds
Murphy was focused on efficiency in 2011 and determined to ensure his fellow trustees on the board of CGCM Funds were using their time wisely while also fulfilling their responsibilities. Murphy revamped the board’s meetings, making them more organized, structured and, as a result, shorter. Each meeting now follows a strict schedule and lasts about seven hours—much less than the two to three days the meetings used to consume. He also initiated a move to electronic board materials, and each of the five independent trustees now has an Apple iPad for board business. In an effort to improve the board’s understanding of the funds and how they’re managed, Murphy enhanced the due diligence the trustees perform on cost efficiency and trading costs and improved oversight of sub-advisors by instituting a quarterly review of each. Murphy also is a trustee of the Legg Mason Partners Equity Trust and UBS Funds and a former director for Nicholas Applegate Funds.

INDEPENDENT COUNSEL OF THE YEAR NOMINEES
Jay Baris, chairman of the Investment Management Practice, Morrison Foerster
As counsel to the board of the Old Mutual Funds, Baris worked hand in hand with Chairman Kent Moore and the other three independent directors throughout 2011 as they considered parties interested in acquiring Old Mutual’s U.S. mutual fund assets. The board, with Baris’ help, hired an independent consultant to help it evaluate early offers and perform due diligence on the deal that ultimately came to fruition: Touchstone Investments’ acquisition of Old Mutual’s 17 funds—representing $2 billion—which was announced in early October and is expected to close in the second quarter. Baris counseled Moore and the other independent directors on their role in the transaction and was instrumental in maintaining an open dialogue between the board and management in order to ensure relations between the two parties were cordial and productive throughout the sometimes tense process. The process, which will result in none of the Old Mutual board members moving over to he Touchstone board, involved multiple calls between Moore and Baris on weekends and after hours to hash out “what-if” scenarios and various legal questions surrounding the complicated deal. Baris responded to the board’s desire to ensure shareholders were treated fairly, while also making sure management of the fund complex wasn’t alienated.

Sander Bieber, partner, Dechert
Bieber’s multi-year efforts to transform The MainStay Funds complex from distinct clusters overseen by three separate boards to a single complex of funds overseen by one board culminated in 2011. As counsel to the surviving board, Bieber was the legal architect of this restructuring, overseeing a multi-faceted and complicated effort that included:

- harmonizing fund organizational documents and contractual arrangements;
- consolidating separate and unique fund policies and procedures;
- fund reorganizations and liquidations;
- a fund group adoption and separate lift-out of a portfolio management team;
- obtaining a Securities and Exchange Commission exemptive order and no-action assurances;
- making the board’s 15(c) process more efficient; and
- preparing proxy materials involving management contract adjustments, modifications to investment objectives and policies, and the election and appointment of board members.

In addition to the legal paperwork, Bieber provided advice to the newly integrated board of trustees throughout and helped the directors modernize the board’s governance infrastructure, policies and procedures. At the same time, Bieber was instrumental in helping the board manage a comprehensive review of new arrangements with eight unaffiliated sub-advisors, assisted in the organization and registration of a new registered fund of hedge funds and provided valuable insight and assistance to the board as it revamped its process for overseeing risk—an effort that resulted in the creation of a new Risk and Compliance Oversight Committee.

Christopher Palmer, partner, Goodwin Procter
Palmer assisted the independent directors of The Hartford Mutual Funds navigate their legal and fiduciary responsibilities through a number of challenges in 2011, including the launch of three new funds, the sale of a closed-end fund, and the consolidation of all of The Hartford funds under a single sub-advisor, Wellington Management. At the same time, the board was grappling with performance issues with some of the top funds in the complex, bigger-than-expected outflows, and market rumors about the fund family. Palmer made himself available to the board, adjusting his calendar to accommodate extra meetings—the board met more times in 2011 than it had in any of the past 15 years—ensuring the trustees understood their responsibilities, and working through gray areas to make sure the directors stayed the course with regard to serving fund shareholders. In collaboration with management, Palmer worked with the board to make certain that the move to Wellington—which already was the sub-advisor of The Hartford’s equity funds—would benefit shareholders, who will see immediate fee reductions for some funds and can anticipate lower fees on others over time. Palmer is responsible for creating a common ground between the independent directors and management that enables both to work through the many complex issues facing The Hartford.

Gregory Sheehan, partner, Ropes & Gray
Sheehan has worked tirelessly for the past two years assisting the board of Pax World Funds in getting up to speed on all the legal, regulatory and operational processes involved with launching a family of exchange-traded funds. In 2011 the open-end mutual fund provider launched the second in its line of ETFs devoted exclusively to a sustainable investing approach, the Pax MSCI EAFE ESG Index ETF. Sheehan also assisted the independent directors in choosing a new transfer agent, managing a full request-for-proposal and search process that should lead to substantial savings and improved services for fund shareholders, and guided the board through a transition to all-electronic board books and materials. Under Sheehan’s advisement, the board restructured and streamlined its meetings and committee structures, an effort that included expanding sub-advisor oversight as the number of sub-advisor relationships grew with the introduction of the new ETFs and embellishing the 15(c) contract review and approval process. Additionally, Sheehan was proactive in advising the Pax World trustees to address risk management issues regarding the firm’s securities lending program and potential collateral and money market exposure related to the European debt crisis.