Exhibit C Invest Policy Statement.docx

Office of the Comptroller of the Currency and Office of Thrift Supervision 401(k) Plans Investment Policy Statement

DOCUMENT CHANGE CONTROL

1.0[footnoteRef:1] [1: There were previous versions, however version control added to the document in February 2021, therefore numbering begins at 1.0.]

The Office of the Comptroller of the Currency and Office of Thrift Supervision 401(k) Plans Investment Policy Statement

Background and Purpose

The OCC administers two 401(k) Plans. The OCC 401(k) Plan covers legacy OCC and new OCC hires.[footnoteRef:2] Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), OTS employees transferred to the Bureau of Consumer Financial Protection (BCFP) (formerly known as the Consumer Finance Protection Bureau), Federal Deposit Insurance Corporation, and OCC were to remain enrolled in their existing retirement plan and any associated thrift savings plan. In July 2011 the OCC became the administrator of the OTS Plan that covers these legacy OTS employees. In 2013 the OCC began providing Office of Financial Research (OFR) employees the option of participating in the OTS Plan. [2: There is one remaining OCC employee who transferred to BCFP still participating in the OCC Plan and enjoys the protections under the Dodd-Frank Act.]

Jointly, the OTS 401(k) Plan and the OCC 401(k) Plan are referred to as “the Plans.”

The Plans’ 401(k) Oversight Committee is charged with the responsibility of selecting and monitoring the investment options available under each Plan.[footnoteRef:3] The Committee has selected as the qualified default investment alternative the target date fund nearest to the participant’s expected retirement date due to its diversification strategy. Participants have the right to invest his or her plan account balance in investment alternatives which may include, but are not limited to, a series of equity, fixed income, balanced and capital preservation funds, and a self-directed brokerage account. To assist the Committee in execution of these responsibilities, the Committee hereby adopts this Investment Policy Statement (Statement). [3: Effective October 1, 2016 there is one 401(k) Oversight Committee that oversees both Plans.]

This Statement outlines the objectives, goals and guidelines for the Committee and is set forth to accomplish the following:

· Establish an understanding among members of the Committee concerning the Plans’ investment policies and objectives.

· Provide guidance to the Committee with regard to the selection (or elimination) of investment options.

· Form a basis for evaluating the performance of each investment option in order for the Committee to meet their fiduciary responsibilities to prudently monitor the investments of the Plans.

The OCC Executive Committee, Oversight Committee do NOT guarantee the performance of investment funds. Past performance of the funds does not guarantee future returns.

Investment Program

Objectives of the Plans

· Investments of the Plans will be made for the sole interest and exclusive purpose of providing benefits to participants.

· The Committee will select and monitor the Plans’ investment funds with the care, skill and diligence that a prudent individual acting in a like capacity would undertake.

· Each Plan provides a participant directed account that Plan participants may opt into to select how their individual account balances are invested.

· It is the intent of the Committee to provide a range of investment options that will enable participants to invest according to varying risk tolerance, savings-time horizon, and other financial goals.

· The general philosophy of the Committee is to offer a broad range of investment options, which includes a blend of actively and passively managed funds with a focus on low-cost investment alternatives. There may be circumstances where actively managed strategies may be appropriate and selected based on fund performance, risk adjusted returns, the reasonableness of fees, or other selection criteria stated in this Investment Policy Statement.

Purpose of these guidelines

· Encourage a high overall participation rate and consistent savings habits.

· Document the Committee’s policy for selecting, monitoring and terminating funds included in Plans.

· Obtain the Plans’ services and investment options at reasonable costs.

· Communicate these policies to the workforce.

Responsibilities of the 401(k) Oversight Committee

· Provide a menu of fund investment options that meet program objectives.

· Monitor the ongoing performance of fund investment options and make recommendations regarding replacement options, if appropriate.

· Ensure that participants have a broad range of investment options from across the risk spectrum and information to make investment decisions.

· Make changes to this Statement as needed to reflect the needs of the Plans as determined by the Committee. Accordingly, the Committee shall review this Statement periodically.

· Ensure the qualified default investment alternative remains permissible under governing law and appropriate for plan participants.

Criteria for the selection of investment options

· Long-term investment performance consistent with fund objectives.

· Long-term investment performance relative to peer group funds, as defined by Morningstar or other third-party sources (as selected for use by the Committee).

· Risk/return profiles, as evidenced by data and ratings from third party sources.

· An assessment of fund options, to include the quality of the investments/securities held, as well as the qualifications, management, tenure, strategy and philosophy of the fund managers.

· The reasonableness of fees charged.

· A range of investments within the menu of funds selected that mix:

· value and growth style funds; and

· passively and actively managed funds.

· The provision of a broad choice among asset classes and levels of risk. See Appendix A for a list of permissible asset class holdings to be included in the fund menu.

Ethics Standards and Restrictions on Investments

· OCC ethics standards do not prohibit an OCC employee, the employee's spouse, or minor child from investing in a publicly traded or publicly available mutual fund or other collective investment fund or in a widely held pension fund or other similar fund, provided that the fund does not have a stated policy of concentration in the financial services industry and neither the employee nor the employee’s spouse exercises or has the ability to exercise control over the financial interest held by the fund. 5 CFR§3101.108(a).

· The OTS 401(k) Plan includes multiple employers that may have differing ethics restrictions.

· It is the responsibility of each participant to ensure investments comply with applicable agency guidelines and ethics policies.

Monitoring of investment options

· The on-going monitoring of investments will be a regular and disciplined process. The Committee will review the progress in meeting the program investment objectives on at least a quarterly basis.

· The Committee will evaluate adherence to investment objectives over a full market cycle, which historically has been five to seven years. As specific objectives are modified in the future, investment options may be modified or added according to the discretion of the Committee, as they deem appropriate.

· On an annual basis the Investment and Governance Subcommittee will analyze fund performance measures and risk factors in accordance with this IPS.

· The Committee will review the Plans’ menus of investment offerings at least once a year.

· The Committee is not responsible for designating or monitoring investment holdings in participants’ self-directed brokerage accounts.

Funds Watch List

· The Committee will maintain Watch Lists for funds that the Committee determine should be more closely monitored. Funds may be placed on a Watch List for reasons determined appropriate by the Committee including, but not limited to: changes in investment approach; under performance; style drift; changes to portfolio characteristics relative to benchmark; investigation by federal, state or local government authorities; or information indicating a potential management or fund family problem.

· The Committee realize that investment managers should be given a full market cycle to achieve stated objectives, therefore greater weight will be given to market-cycle performance than performance in any given year. However, the Committee recognize that economic, political, social or other changes could occur requiring action sooner than a full market cycle. Investment options that consistently under perform in terms of risk and return will be carefully reviewed to determine if any action is warranted.

· Once a fund is placed on the Watch List, it is not necessarily eliminated as a fund investment option, but will be monitored to determine whether such funds should be retained. The Committee shall seek additional analysis to include factors such as, but not limited to: management turnover, ownership changes, and changes in investment approach, style drift, and universal ranking.

The Committee may terminate funds under the following conditions.

· Indicators show consistent, long-term, under-performance; a breach in the stated guidelines; or significant alteration in investment management practices.

· The fund has experienced “style drift” for a sustained period of time, and appears unlikely to return to its original style/objective.

· Fund performance is inconsistent with fund objectives.

· Removal or replacement of the fund benefits plan participants.

· The funds stated objective or policy is altered to allow a concentration in the financial services industry.

· A low selection or participation rate by the plan participants.

Participant Directed Investments

The Plans’ assets are invested as directed by each participant in one or a combination of the various investment options provided under the Plans, which allows each participant to meet his or her individual investment objectives by creating an asset mix that is based upon their own risk and return tolerances. There are two participant directed investment options:

1. Each Plan has a menu of fund investment options selected by the Committee in accordance with this Investment Policy Statement.

2. A self-directed brokerage account that enables participants and beneficiaries to select investments beyond those designated by the Plans. Personal Choice Retirement Account (PCRA) is the self-directed brokerage platform provided through Charles Schwab & Co. The PCRA is an investment alternative provided within the Plans. This self-directed brokerage option provides participants the ability to use their own investment discretion to invest in various individual investment vehicles, with the following caveats:

· Participants selecting this option do so at their own discretion.

· The Committee is not responsible for investment strategies, investment selections, or investment performance within participants’ self-directed brokerage accounts.

· The Committee is not responsible for monitoring participants’ investment trading activities within the PCRA account.

· It is each participant’s individual responsibility to ensure that any investment selections are in conformance with their respective Agency’s Ethics requirements.

Refer to the Plans’ Self-directed Brokerage Account policy for further details.

Coordination with the Plan Documents

Notwithstanding the foregoing, if any term or condition of this Investment Policy conflicts with any term or condition in a Plan’s documents, the terms and conditions of the Plan’s document shall control.

Appendix A: Permissible Holdings

Cash Investments

· Money-market funds

· Stable-value funds (e.g., Guaranteed Investment Contracts) (GICs)

Bonds

· Investment Grade

· Indexed fund(s)

· U.S. Government bond fund

· Corporate bond fund

· Non-investment Grade*

· High Yield fund *These tend to be higher risk than domestic stocks, but may be less risky than international stocks.

· International Bond Funds

Stocks

· Indexed Fund(s)

· U.S. Large Cap Stock Fund

· U.S. Mid Cap Stock Funds

· U.S. Small Cap Stock Fund

· Sector Funds

· Real Estate

· International and/or Global Stock Fund

· International Fund

· Global Fund

· Regional Fund

· Emerging Market Fund

Balanced Funds - Mix of Stocks and Bonds

· Asset Allocation and Target Date funds**

· Balanced Asset Fund(s) ** **The mix of stocks and bonds in asset allocation and balanced asset funds can differ significantly, with corresponding differences in potential risk. Depending on an employee’s risk tolerance and on the employee’s proximity to retirement, among other factors, the mix of stocks and bonds appropriate for each employee will differ.

Appendix B: Glossary

Actively Managed Funds - In actively managed funds, managers actively analyze individual markets in an attempt to outperform a selected index, and to provide employees wider choices and diversity of risk, with the potential of outperforming the market indices.

Asset Allocation Funds blend a variety of funds into broad-based asset allocations that are appropriate for predefined investor profiles. These funds attempt to provide a mix of risk and return suitable to predefined investor profiles, e.g., low risk, moderate risk or high risk investors. Investors who either do not have the time or the investment knowledge to construct a diversified mix of investment options from individual asset categories will sometimes like these funds. However, asset allocation funds typically have two layers of fees - fees of the included funds, plus fees to manage the asset allocation fund. The mix of stocks and bonds in asset allocation and balance asset funds can differ significantly. Depending on an employee’s risk tolerance and on the employee’s proximity to retirement, among other factors, the mix of stocks and bonds appropriate for each employee will differ.

Balanced Asset Funds invest in a relatively fixed combination of both stocks and bonds. A fund manager’s discretion to change the percentage of assets invested in stocks and bonds depends on the individual fund.

Collective Investment Trusts are bank-administered trusts that hold commingled assets that meet specific criteria. Each CIF is established under a plan that details the terms under which the bank manages and administers the fund’s assets. The bank acts as a fiduciary for the CIF and holds legal title to the fund’s assets. Participants in a CIF are the beneficial owners of the fund’s assets. While each participant owns an undivided interest in the aggregate assets of a CIF, a participant does not directly own any specific asset held by a CIF.

Corporate Bond Funds invest mainly in bonds issued by various companies.

Emerging Market Funds are international/global funds comprised of new or less established markets.

Expense Ratio represents the total expense participants pay including investment management, recordkeeping and other administrative expenses. A share price (NAV) is net of the expense ratio.

Global Funds hold both U.S. and non-U.S. securities. Historically, international funds have tended to be riskier for the same rates of return than domestic funds. In addition, international funds may be affected by fluctuations in currency.

Growth stocks are securities of companies that are expected to grow faster than average. Managers of growth stock funds attempt to identify stocks with high growth potential.

Guaranteed Investment Contracts (GICs) See stable value funds.

High Yield Funds own non-investment grade assets (bonds). High yield funds are generally considered higher risk than some stocks, but less risky than international stock funds.

Indexed Funds, also known as passive management funds, are normally less expensive and have tended to outperform actively managed funds over time. Indexed Funds are comprised of a diversified mix of company stocks or bonds in the same proportion as they are represented in a market index. The risk characteristics of index funds differ markedly depending on the market index followed.

International Funds hold only non-U.S. Securities. Historically, international funds have tended to be riskier for the same rates of return than domestic funds. In addition, international funds may be affected by fluctuations in currency.

Investment Grade Bonds, included in government and corporate bond funds, fall between cash investments and stocks in risk and return characteristics.

Money-market Funds invest in short-term, high quality loans such as treasury bills, certificates of deposit, and commercial paper. Although not guaranteed, the original investment normally remains stable. Interest fluctuates because the fund buys and sells loans frequently.

Non-investment Grade Bonds, which may be called High Yield Funds, are considered high risk and return, but may not be as risky as international stocks.

Passive Management Funds, see Indexed Funds.

Personal Choice Retirement Account (PCRA) is Schwab’s name for its self-directed brokerage accounts.

Regional Funds are international funds comprised of securities from a small group of neighboring countries.

Self-Directed Brokerage Accounts enable participants and beneficiaries to select investments beyond those designated by the Plans.

Stable-value Funds offer stability of principal. This term could apply to money market funds, but is normally used to refer to a fund that invests in high quality bonds and interest-bearing Guaranteed Investment Contracts (GICs) purchased from insurance companies or banks. The contract “guarantee”, referred to as wrapper, which guarantees that the net asset value of the fund will remain stable for a certain period of time, regardless of market conditions. The “guarantee” is only as good as the financial condition of the company that provides it. The risk of principal loss to stable-value funds is relatively low compared to fixed income or equity mutual funds, but principal values are not guaranteed.

Target Date Funds are funds of funds that align investment objectives with a particular time horizon, typically a retirement date, Target funds aiming at a date in the distant future tend to have a more aggressive asset allocation, with a focus on growth. As the target date approaches, the fund is designed to become more conservative to preserve the assets that have accumulated and to eventually provide income. Each fund company formulates its own approach to risk, so that the allocation from one 2025 Fund may be noticeably different from the allocation of a 2025 Fund from a different company.

U.S. Government Bond Funds invest mainly in bonds issued by the US government, one of its agencies, or both.

U.S. Large Cap Stock Funds invest in stocks of companies with values, defined by market capitalization (stock price * outstanding shares), generally of several billion dollars, and may use the S&P 500 as its benchmark for performance.

U.S. Mid Cap Stock Funds invest in stocks of companies with values, as defined by market capitalization, generally ranging from $1 billion to $8 billion. Mid cap funds tend to offer more growth potential than large company stock funds with less volatility than small company stock funds.

U.S. Small Cap Stock Funds invest in stocks of companies with values, defined by market capitalization, which may be less than $1 billion. Stocks of small cap companies have great potential for large gains, but are also more volatile than other companies. Small cap companies tend to have greater risk of failure than large cap companies.

Value Stocks are securities that are relatively inexpensive based on measures of the relative “health” of the company, as indicated by current earnings, current cash flow, and book value. There may be perceptions related to the company’s industry, management or other reasons that have caused the companies to be perceived less favorably than performance would indicate. These stocks are considered undervalued. The managers of value funds try to identify companies that appear ready to show a turnaround, resulting in an increase in earnings and stock prices.

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