A. Description of Firm
McMorgan & Company LLC (“McMorgan”) is a San Francisco-based investment adviser that
provides investment management services to institutional clients such as Taft-Hartley pension
plans, multi-employer, jointly-trusted benefit plans, public pension plans, and other institutional
clients, individual clients, as well as to high net worth clients. These services include advising
clients in connection with investments in, among other things, various equity and fixed-income
separate account products. McMorgan often executes its investment strategies through unaffiliated
investment management firms selected and monitored by McMorgan, as described in greater detail
below. McMorgan provides discretionary investment management to private funds1 (as described
in greater detail below) and also makes available private funds that are managed by independent
investment advisers.
McMorgan was founded in 1969 and has been registered as an investment adviser with the U.S.
Securities and Exchange Commission (“SEC”) since October 2001. McMorgan is principally
owned by MCM Holdings, LP. There are no owners of MCM Holdings, LP that maintain 25% or
more beneficial ownership.
B. Types of Advisory Services Offered
Fixed Income Separate Accounts – Selection of Sub-Advisers
McMorgan generally selects and engages various independent investment advisers (“Sub-
Advisers”) to manage the portfolios of institutional clients. Through sub-advisory agreements,
McMorgan utilizes the services of various unaffiliated Sub-Advisers to provide active
discretionary portfolio management for fixed-income separate account strategies. Pursuant to the
terms of the sub-advisory agreements entered into between McMorgan and each Sub-Adviser,
McMorgan delegates and grants to the Sub-Advisers the authority to buy, sell, or otherwise effect
transactions for each account in accordance with the investment guidelines established for each
account and other instructions or restrictions communicated to the Sub-Adviser by McMorgan.
McMorgan selects Sub-Advisers based on an evaluation of their skills and investment results in
managing assets for specific asset classes, investment styles, and strategies. Although McMorgan
has delegated responsibility for day-to-day portfolio management (including authority over
security-level decisions) to various Sub-Advisers, McMorgan will monitor such Sub-Advisers’
performance with respect to their management of client assets and retain the authority to engage
or terminate each such Sub-Adviser. Any decision to engage or terminate a particular Sub-
1 Private Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and the interests or offering is not registered under the Securities Act of 1933, as amended (the
“Securities Act”). A private fund is an issuer that would be an investment company as defined in Section 3 of the
Investment Company Act of 1940 but for section 3(c) thereof.
Adviser will be based upon the continued suitability and performance of the Sub-Adviser in
relation to its management of client assets.
Generally, specific Sub-Advisers are utilized for each particular investment strategy. Information
pertaining to various products or investment strategies also refers to the strategy or product of the
particular Sub-Adviser, unless otherwise specified or the context otherwise requires.
Information regarding the services and strategies provided by the Sub-Advisers is set forth below.
A more detailed description of the specific services available from each Sub-Adviser can be found
in the specific Sub-Adviser’s current Form ADV Part 2A. Clients are encouraged to carefully
review each Sub-Adviser's Form ADV Part 2A disclosure Brochure for a more in-depth description
of their service offerings, fees and expenses, potential conflicts of interest, and professional
background information applicable to each Sub-Adviser.
Sub-Adviser Relationships
McMorgan has entered into sub-advisory agreements with Ducenta Squared Asset Management
(“Ducenta”), MacKay Shields LLC (“MacKay”), 55I, LLC d/b/a 55ip (“55IP”), and Garcia
Hamilton & Associates, L.P (“Garcia Hamilton”), each of which is an investment adviser
registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Ducenta
serves as a Sub-Adviser for McMorgan’s separate account fixed-income client portfolios. MacKay
serves as a Sub-Adviser for McMorgan’s separate account fixed-income client portfolios. 55IP
serves as a trading Sub-Advisor to certain designated client accounts. Garcia Hamilton serves as a
Sub-Adviser for McMorgan’s separate account fixed income client portfolios.
Ducenta provides investment management services to individual and institutional investors, trusts,
charitable corporations, pension plans, investment companies, and pooled investment vehicles.
They offer a variety of investment strategies that utilize fixed-income securities and other
instruments.
MacKay is a fixed-income and equity investment management firm. It provides advisory services
primarily to institutions such as SEC-registered investment companies and other collective
investment vehicles, insurance companies, corporate pension funds, endowments, foundations,
Taft-Hartley plans, public funds, investment funds not registered with the SEC, wrap fee programs,
non-U.S. collective investment vehicles, non-U.S. clients and high net worth clients. MacKay has
several investment teams in both fixed income and equity strategies and solutions. The fixed
income teams are: Convertibles, Global Fixed Income, High Yield, and MacKay Municipal
Managers. Certain of their investment strategies are managed cooperatively by more than one
investment team. Investment strategies may be available through separately managed accounts
and/or collective investment vehicles.
55ip primarily offers the following types of discretionary and non-discretionary advisory services
to its clients (collectively, the “Clients”; each a “Client”): Sub-advisory services are offered to
affiliated and unaffiliated institutions including other registered investment advisers (“RIAs”)
(each a “Sub-Advisory Client”), including advisory services through wrap fee programs as well as
the Tax-Smart U.S. Equity (e.g., Large Cap Leaders strategy) and Tax-Smart Index strategies
where 55ip is delegated certain authority, and trade list delivery services are offered to affiliated
and unaffiliated institutions, including RIAs (each a “Trade List Client”). When 55ip is engaged
to provide discretionary services to its Sub-Advisory Clients, 55ip creates the buy and sell orders
and directs trading activity for the individual accounts, pursuant to a sub-advisory Agreement. 55ip
does not directly maintain a relationship with underlying investors of its Sub-Advisory Clients.
Garcia Hamilton provides investment management services through Separate Account Portfolio
Management, Mutual Fund Portfolio Management (Sub-Adviser) and Model Portfolio
Management (Sub-Advisor). Garcia Hamilton’s investment strategies incorporate domestic, high-
quality fixed-income securities in single asset class portfolios.
All strategies seek to minimize transaction costs by implementing disciplined and sophisticated
trading strategies. Please refer to Item 8, entitled “Methods of Analysis, Investment Strategies and
Risk of Loss” for additional information regarding the investment strategies used and their
associated risks.
Clients may develop written investment policy statements in accordance with each client’s unique
objectives and investment guidelines. Clients can generally impose restrictions within their
investment portfolio through these investment guidelines. Client-imposed restrictions are detailed
in the client’s investment advisory agreement. McMorgan may act as the “investment manager”
as defined by Employee Retirement Income Security Act of 1974 (ERISA) within the framework
of the investment policy statement for its multi-employer benefit and certain other pension plan
clients.
Small Cap and All Cap Equity
McMorgan also manages Small Cap and All Cap equity investments in-house for institutional and
private clients. The McMorgan Equity Team invests in high quality businesses at what it believes
is a significant discount to their estimate of fair value. The Portfolio Managers are analysts first
and look closely at the underlying fundamentals of the businesses that they invest in. The Team
are long-term investors, looking to benefit from thorough research that is used to construct a
focused portfolio. The McMorgan Equity Team is a separate business division of McMorgan.
McMorgan claims compliance with GIPS standards in connection with the McMorgan Equity
Team business division.
Real Estate
McMorgan manages real estate investments for institutional separate accounts. McMorgan’s
principal focus is investments in real estate direct equity and debt investments, including income-
producing properties or land-development opportunities, investments in new construction,
redevelopment projects, sales of assets, first deeds of trust, real estate investment trusts, limited
liability companies, and other real estate securities. McMorgan charges an asset-based fee for
managing real estate investment portfolios or a fee based on a percentage of the value of
apurchase, development or sale. Real estate separate accounts are managed to investors’ specific
guidelines and risk tolerances.
McMorgan co-manages (with New York Life Investments) the McMorgan Northern California
Value Add/Development Fund II, LP (“MNCVAD II”), a commingled pooled investment vehicle
dedicated to investing in commercial and multi-family residential real estate in Northern
California, with a concentration in the Bay Area and Sacramento regions. Affiliates of McMorgan
and New York Life Investments serve as the Co-General Partners of MNCVAD II (each a “General
Partner”). MNCVAD II is governed by a limited partnership agreement that specifies the
applicable investment guidelines and investment restrictions. Investors in MNCVAD II (the
“Limited Partners”) also received a Confidential Information Memorandum (“Memorandum”)
detailing the details and risks of the investment. McMorgan may in the future sponsor, advise,
and/or manage additional pooled investment vehicles with similar investment programs.
Private Infrastructure Funds
McMorgan Infrastructure Funds I & II
McMorgan (i) provides discretionary investment management services to McMorgan
Infrastructure Fund I, LP (“Infrastructure Fund I”) which was created as a dedicated vehicle to
participate alongside Ontario Municipal Employees Retirement System and its affiliates
(“OMERS”) in the Global Strategic Investment Alliance (the “GSIA”) as a direct member, and
(ii) provides discretionary investment management services to McMorgan Infrastructure Fund II,
LP, McMorgan Infrastructure Fund II (ERISA) LP and McMorgan Infrastructure Fund II (Canada)
LP (together
“Infrastructure Fund II”), (“Infrastructure Fund II” and together with Infrastructure
Fund I, the “Infrastructure Funds”), which were created as dedicated vehicles to participate as a
direct investor in large infrastructure assets alongside OMERS and other similarly situated
infrastructure investors.
GSIA
The GSIA was a co-investment program established to bring together a limited number of
sophisticated institutional investors to jointly invest in large-scale infrastructure “Alpha Assets,”
which are generally defined as large-scale, capital-intensive assets with enterprise values in excess
of $2 billion.
Infrastructure Fund I targets Alpha Asset infrastructure investments in the following sectors:
transportation (such as transportation gateways, roads, airports, seaports, bridges and tunnels);
energy (such as power generation and transmission and gas pipelines); utilities (such as gas or
electrical distribution networks or water or waste treatment plants); communications (such as
satellite, communication towers, radio frequency devices and emergency band services); and
government regulated or other essential services (such as laboratory diagnostic services and land
registry services).
McMorgan Infrastructure Fund I GP, LLC (“Infrastructure I GP”), an affiliate of McMorgan,
serves as the general partner of the Infrastructure Fund I and is responsible for the overall
administration of Infrastructure Fund I, including investment decision-making, reporting, and
governance. Infrastructure GP I has delegated the role of investment adviser to McMorgan.
McMorgan has outsourced asset management responsibility for Infrastructure Fund I to OMERS.
The Alliance Committee of the GSIA is the critical decision-making body of the GSIA and is
comprised of representatives from each Alliance Member, including Infrastructure Fund I.
Infrastructure GP I appoints Infrastructure Fund I’s representatives on the Alliance Committee and
direct the votes of Infrastructure Fund I at the Alliance Committee through those appointees.
OMERS
OMERS participates out to a limited number of sophisticated institutional investors, including
Infrastructure Fund II, a joint investment in large-scale infrastructure assets that typically exhibit
certain characteristics that are believed to give rise to a low correlation to public markets and a
strong and steady return profile. Investments in any asset such will typically be no less than $500
million USD in the aggregate. OMERS currently expects to commit up to 50% of such amount for
each investment.
Infrastructure Fund II will target infrastructure investments in the following sectors: transportation
(such as transportation gateways, roads, airports, seaports, bridges and tunnels); energy (such as
power generation and transmission and gas pipelines); utilities (such as gas or electrical
distribution networks or water or waste treatment plants); communications (such as satellite,
communication towers, fiber networks, radio frequency devices and emergency band services);
and government regulated or other essential services (such as laboratory diagnostic services and
land registry services).
McMorgan Infrastructure Fund II GP, LLC (“Infrastructure II GP”), an affiliate of McMorgan,
will serve as the general partner of Infrastructure Fund II and is responsible for the overall
administration of Infrastructure Fund II, including investment decision-making, reporting and
governance. Infrastructure II GP will delegate the role of investment adviser to McMorgan or its
affiliate. McMorgan will outsource asset management responsibility for Infrastructure Fund II to
OMERS and other similarly situated infrastructure investors.
McMorgan Infrastructure Fund II (ERISA) LP
McMorgan Infrastructure Fund II (ERISA) LP (the “ERISA Feeder”) is a Delaware limited
partnership organized in September 2022. The ERISA Feeder has been formed to facilitate the
indirect participation of certain U.S. investors subject to the Employee Retirement Income Security
Act of 1974, as amended, (“ERISA”), in the McMorgan Infrastructure Fund II, LP (the “Main
Partnership”). The ERISA Feeder has no prior operating history and the sole investment and
business objective of the ERISA Feeder is to acquire direct limited partnership interests in the
Main Partnership.
McMorgan Infrastructure Fund II (Canada) LP
McMorgan Infrastructure Fund II (Canada) LP (the “Canada Feeder”) is a Delaware limited
partnership organized in November 2022. The Canada Feeder has been formed to facilitate the
indirect participation of certain Canadian investors that wish to make an investment in Canadian
currency into the McMorgan Infrastructure Fund II, LP (the “Main Partnership”) indirectly through
participation in the Canada Feeder. The Canada Feeder has no prior operating history and the sole
investment and business objective of the Canada Feeder is to acquire a limited partnership interest
in the Main Partnership (a “Main Partnership Interest”).
McMorgan Opportunity Fund, LP
McMorgan manages the McMorgan Opportunity Fund, LP (the “McMorgan Opportunity Fund”),
a partnership formed to provide Investors with an opportunity to realize long-term capital
appreciation through the McMorgan Opportunity Fund’s venture capital and private equity
investments, primarily through acquiring, holding and disposing of equity securities issued by
private companies. McMorgan Opportunity Fund GP, LLC an affiliate of McMorgan is
the general partner of the Partnership. McMorgan is responsible for investment-advisory,
portfolio-management and other services, including evaluating, structuring and negotiating
potential investments. McMorgan Opportunity Fund is governed by a limited partnership
agreement that specifies the applicable investment guidelines and investment restrictions.
Investors in the McMorgan Opportunity Fund also received a Risk Factors sheet detailing the
details and risks of the investment. The primary investors in McMorgan Opportunity Fund are
partners and certain other associates of McMorgan. All investors must meet certain eligibility and
sophistication requirements as outlined in the appropriate governing documents before
subscription.
McMorgan Vickers Fund VI, L.P.
McMorgan Vickers Fund VI, L.P. (the “Plan Asset Feeder Fund”) is a Delaware limited
partnership organized in February 2020 for the purpose of serving as a feeder fund of Vickers
Venture Fund VI (Plan) LP (the “Vickers Fund”), through which qualified retirement plans
(including Taft-Hartley plans) may make an indirect investment in the Vickers Fund. McMorgan
Vickers Fund VI GP, LLC, the general partner of the Plan Asset Feeder Fund, established the Plan
Asset Feeder Fund in order to address legal, regulatory and other issues unique to Taft- Hartley
plans. In particular, the Plan Asset Feeder Fund provides an option to invest in a fund whose assets
are “plan assets” where McMorgan is providing investment management services in its capacity
as a fiduciary pursuant to the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) for the investors.
The investment objective of the Vickers Fund is to achieve long-term capital appreciation by
making venture capital investments through acquiring, holding, monitoring and disposing of
securities in potential high growth private entities and providing loans, whether secured or
unsecured, to such entities with the principal objective of creating capital growth and realizing
capital gain. More detailed information on the Vickers Fund’s investment objectives and strategy
is set forth in the Fund Memorandum.
Managed Account Platform (MAP)
McMorgan’s Managed Account Platform is a comprehensive solution targeting superior risk-
adjusted return outcomes for smaller-sized plans that do not employ the asset allocation or manager
selection services of an investment consultant.
McMorgan utilizes a proprietary process for evaluating asset classes and strategies based on client-
specific mandates, target allocation ranges, and an assessment of the investment merits of various
fixed income, equity, and liquid alternative strategies. McMorgan has engaged Blackrock Fund
Advisors to collaborate with McMorgan to produce and update systematic asset allocation models
based on McMorgan’s recommendations, input and requirements. BlackRock Fund Advisors is
not providing personalized or individualized investment advice to McMorgan or its clients, but
rather is producing and updating generalized models to assist McMorgan in providing advice to its
clients. In addition, McMorgan has entered into an agreement with 55I, LLC pursuant to which,
subject to the instructions and approval of McMorgan, 55I, LLC will supervise and direct the
implementation of trading necessary to maintain Client accounts in conformity with the asset
allocation models.
McMorgan is generally authorized by MAP Clients to invest the assets of the Client directly or
using sub-advised separately managed sub-accounts, in mutual funds, ETFs, inverse ETFs or
individual securities or alternative investments, in McMorgan’s discretion. The Managed Account
Platform includes, without limitation, the following services:
• Review of plan objectives and current asset allocation
• Development of investment policy guidelines
• Asset allocation design and implementation
• Manager selection
• Tactical positioning
• Online access to plan balance and trade activity
• Fiduciary oversight by McMorgan
The Managed Account Platform is a separate business division of McMorgan. McMorgan claims
compliance with GIPS standards in connection with the Managed Account Platform business
division.
Mutual Fund Allocation
McMorgan offers asset allocation services for certain clients invested in various mutual funds
and/or money market funds. McMorgan will determine the mutual fund asset class allocation based
on client-specific mandates, allocation ranges and an assessment of the investment merits of the
fixed income and equity markets. McMorgan will not otherwise manage these accounts and will
not obtain discretionary authority over the assets invested in the mutual funds used in the
strategies.
Outsourced Chief Investment Officer Services (OCIO)
McMorgan offers OCIO services for certain larger accounts. McMorgan’s OCIO services may
include providing a combination of Sub-Advisory, asset allocation/manager selection, mutual fund
investments, private fund investments and other strategies.
C. Tailored Advisory Services
Please see Part 4.B above for a description of how McMorgan may tailor its advisory services to
its clients and what restrictions may apply based on the strategy pursued.
D. Wrap Fee Program
McMorgan does not participate in a wrap fee program.
E. Amount of Client Assets Under Management
As of 12/31/2023, McMorgan managed $7,047,910,579 in client assets on a discretionary basis
and $5,484,305 in client assets on a non-discretionary basis.