Board Considerations Regarding Approval of Investment Advisory Agreement
The Board of Directors (the “Board”) of Steward Funds, Inc. (“SFI”), including the Independent Directors, approved the Investment Advisory Agreement (the “Agreement”) with Crossmark Global Investments, Inc. (the “Adviser” and together with its affiliates, “Crossmark”), on behalf of the following five series of SFI (each a “Fund” and collectively, the “Funds”):
Steward Equity Market Neutral Fund
Steward Large Cap Core Fund
Steward Large Cap Growth Fund
Steward Large Cap Value Fund
Steward Small Cap Growth Fund
The Board approved the Agreement for each Fund at a meeting held on August 25, 2021 (the “August 25th Meeting”). The Board determined for each Fund that the Agreement is in the best interests of the Fund in light of the nature, extent and quality of the services expected to be provided by the Adviser and such other matters as the Board considered to be relevant in the exercise of its business judgment.
To reach this determination for each Fund, the Board considered its duties under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as under the general principles of state law, in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisers with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements.
In connection with meetings of the Board held on June 10, 2021 and August 10, 2021 and the August 25th Meeting (collectively, the “Meetings”), Crossmark provided, and reviewed with the Board, extensive materials and information that, among other things, outlined: the investment advisory, administration, compliance and other services to be provided by Crossmark to each Fund (including the relevant personnel responsible for these services and their experience); the proposed advisory fee rate payable by each Fund as compared to fees charged to a peer group of funds (the “Expense Group”) assembled by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent source, and as compared to fees charged to other clients of the Adviser; the estimated expense ratio of each Fund’s Institutional Class as compared to expense ratios of the funds in the Fund’s Expense Group; the nature of expenses to be incurred in providing services to each Fund and the potential for the Adviser to realize economies of scale, if any; profitability and other financial data for Crossmark; and any other benefits to Crossmark from the Adviser’s relationship with the Funds. The Board noted that, in connection with the 2021 annual contract review process conducted at the meeting of the Board held on May 12, 2021 (the “May Meeting”), Crossmark provided, and reviewed with the Board, extensive materials and information, responding to requests for information from SFI counsel on behalf of the Independent Directors, that supported the Board’s decision to renew the Agreement for the other series of SFI (collectively, the “Contract Review Materials”). The Board considered that the materials provided by Crossmark, and reviewed with the Board, at the Meetings affirmed the information in the Contract Review Materials and provided updates, as applicable, for purposes of the Board’s evaluation of the Agreement for each Fund.
In considering the renewal of the Agreement for each Fund, the Independent Directors met with SFI counsel independent of management and of the interested Directors to review and discuss the materials received from Crossmark. The Board asked questions and applied its business judgment to determine whether the arrangement between SFI and the Adviser is a reasonable business arrangement from each Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the Agreement, the Board had received sufficient information to approve the Agreement for each Fund.
Nature, Extent and Quality of Services. The Board considered the nature, extent and quality of the services expected to be provided by the Adviser to each Fund under the Agreement. The Board considered that the Adviser will be responsible for investment advice, portfolio management, including the implementation of each Fund’s values-based screening policies, and brokerage allocation, among other services, under the Agreement. The Board also noted that the Adviser will provide administration and compliance services, including maintaining the Funds’ compliance program, under a separate Administration Agreement. The Board considered the background and experience of the Crossmark employees who will be responsible for providing the investment advisory, values-based screening, administration, legal, compliance and other services to the Funds. At the Meetings, the Board received presentations from the lead portfolio managers for the Funds and were able to ask questions about the portfolio management teams and the proposed investment strategies for the Funds. Because the Funds had yet to commence investment operations, the Board could not consider the historical investment performance of the Funds. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services to be provided by the Adviser to each Fund under the Agreement are expected to be satisfactory.
Fees and Expenses. The Board considered the proposed advisory fee rate payable by each Fund under the Agreement for the services provided. The Board received and reviewed information showing the advisory fee rates and expense ratios of the peer funds in the Expense Groups, as well as advisory fee rates charged by the Adviser to other clients. The Board noted that, with respect to