Stonebridge specializes in providing discretionary investment management and supervisory
services to portfolios of preferred, hybrid and other fixed income securities (“preferreds”) as
described below. We do not advise clients regarding their overall portfolio asset allocation
strategy or make determinations as to the suitability of preferreds for an investor’s portfolio
allocation. Allocation strategies and suitability assessments should be made by investors in
consultation with their financial advisors or other investment consultants. Although we may
make reference to the general tax characteristics of certain securities in connection with some of
our strategies, we do not provide tax advice. Investors or prospective investors needing tax
advice specific to their situation should contact their personal tax consultant(s).
Stonebridge was founded in December 2004 and is primarily owned by First Trust Capital
Partners LLC (“FTCP”) and Stonebridge Asset Management, LLC. As of December 31, 2023,
Stonebridge managed the following asset amounts:
U.S. Dollar Amount
Assets Under Management1 $ 10,042,832,031
Assets Under Advisement2 $ 1,741,816,098
Total Assets $ 11,784,648,129
1Includes discretionary assets under management which are reported as Regulatory Assets Under
Management (RAUM) in Item 5.F. of Form ADV Part 1A.
2Includes assets in model-based programs where Stonebridge does not have discretion or trading
authority over the accounts, which are not treated as Regulatory Assets Under Management (RAUM) in
Item 5.F. of Form ADV Part 1A.
Investment Management for the FT Preferred Securities and Income ETF (“FPE”)
Stonebridge is the discretionary sub-advisor of the actively-managed First Trust Preferred
Securities and Income ETF (ticker FPE), an exchange-traded fund organized as a separate series
of the First Trust Exchange-Traded Fund III (a registered management investment company).
FPE’s investment objective is to seek total return and to provide current income by investing,
under normal market conditions, at least 80% of its net assets (including investment
borrowings) in preferred securities and income-producing debt securities. FPE invests in
securities that are traded over-the-counter or listed on an exchange. For purposes of the 80%
test, securities of open-end funds, closed-end funds or other exchange-traded funds registered
under the Investment Company Act of 1940 that invest primarily in preferred or income
securities are deemed to be preferred or income securities. FPE may utilize hedging strategies
solely to attempt to mitigate risk. For complete information please consult the FPE prospectus
and associated documents.
Investment Management for the FT FPEI Institutional Preferred Securities and Income
ETF (“FPEI”)
Stonebridge is the discretionary sub-advisor of the actively-managed First Trust Institutional
Preferred Securities and Income ETF (ticker FPEI), an exchange-traded fund organized as a
separate series of the First Trust Exchange-Traded Fund III (a registered management
investment company). FPEI’s investment objective is to seek total return and to provide current
income by investing, under normal market conditions, at least 80% of its net assets (including
investment borrowings) in institutional preferred securities and income-producing debt
securities. Institutional preferred securities are targeted to institutional rather than retail
investors, are generally traded over-the-counter, and may also be known as “$1000 par preferred
securities.” They are typically issued in large institutional lot sizes by U.S. and non-
U.S. financial services companies and other companies. While all income-producing debt
securities will be categorized as “Income Securities” for purposes of the 80% test, the Income
Securities in which the Fund intends to invest as part of its principal investment strategy include
hybrid capital securities, contingent capital securities, U.S. and non-U.S. corporate bonds and
convertible securities. FPEI may utilize hedging strategies solely to attempt to mitigate risk. For
complete information please consult the FPEI prospectus and associated documents.
Investment Management for the FT Intermediate Duration Preferred and Income Fund
(“FPF”)
Stonebridge is the discretionary sub-advisor of the actively-managed First Trust Intermediate
Duration Preferred & Income Fund (ticker FPF), a non-diversified, closed-end investment
company. FPF's primary investment objective is to seek a high level of current income by
investing in preferred and other income-producing securities, with a secondary objective of
capital appreciation. FPF seeks to maintain, under normal market conditions, a blended (or
weighted average) portfolio duration of between three and eight years. FPF invests at least 80%
of its net assets (including investment borrowings) in preferred securities and income-
producing debt securities. FPF invests in securities that are traded over-the-counter or listed on
an exchange, and may use leverage. FPF may utilize hedging strategies solely to attempt to
mitigate risk. For complete information please consult the FPF prospectus and associated
documents.
Investment Management for the FT Preferred Securities and Income Fund (“PSI”)
Stonebridge is the discretionary sub-advisor of the actively-managed First Trust Preferred
Securities and Income Fund (PSI), a series of the First Trust Series Fund (an open-end investment
company registered with the SEC under the Investment Company Act of 1940). The ticker
symbols for PSI include: FPEAX, FPEIX, FPECX, FPEFX and FPERX. PSI seeks to provide current
income and total return by investing, under normal market conditions, at least 80% of its net
assets (including investment borrowings) in preferred securities and other securities with
similar economic characteristics. PSI invests in securities that are traded over-the-counter or
listed on an exchange. PSI may utilize hedging strategies solely to attempt to mitigate risk. For
complete information please consult the PSI prospectus and associated documents.
Investment Management for the FT Multi Income Allocation Portfolio (“VIT2”)
Stonebridge serves as a non-discretionary sub-advisor to the First Trust Multi Income Allocation
Portfolio (VIT2) (a variable annuity fund organized in 2014 that is the second series of the First
Trust Variable Insurance Trust), by providing model portfolios to this fund. VIT2’s primary
investment objective is to maximize current income, with a secondary objective of capital
preservation. For complete information please consult the VIT2 prospectus and associated
documents.
Investment Management for Separately Managed Accounts (“SMAs”)
Stonebridge offers discretionary management services to separately managed accounts of
preferred securities portfolios for individual and institutional investors, and to non-profit
organizations. We generally seek to maximize total return, with a particular emphasis on income,
in each investor’s selected strategy through strategic selection primarily of preferred, hybrid and
other approved securities, including exchange-listed securities and over-the-counter traded
securities. Stonebridge’s investment process is a combined bottom-up and top-down approach
to security selection that encompasses three significant areas: credit analysis, relative value
analysis, and technical analysis. The bottom-up analysis focuses on individual security analysis,
idiosyncratic risks, credit fundamentals, market inefficiencies and opportunistic trading. The
top-down analysis focuses on sector and industry analysis, duration and interest rate analysis,
capital structure positioning and systematic risks.
Wrap fee programs sponsored by financial advisors (“WRAP”) offer Stonebridge products
through both SMA offerings and Unified Managed Accounts (“UMAs”). Both SMAs and UMAs are
managed to the same models to the extent possible given WRAP-platform-imposed restrictions
on UMAs.
All UMA and SMA strategies are managed in a long-only approach, unless customized by SMA
investors.
Stonebridge has developed the investment strategies described below to meet different
investors’ needs. Maximization of total return, income, and preservation of capital are common
objectives of all the strategies. Our portfolio managers may deviate from the guidelines for any
of the strategies to seek to maximize total return or to protect investor account assets.
The portfolio managers may invest in a mix of different preferred security structures, hybrid
securities, and other types of comparable investments approved by Stonebridge including, but
not limited to, corporate bonds, convertible bonds, contingent convertible capital instruments
(“CoCos”), and/or $25 par “baby bonds” to help meet the investment strategies’ objectives. Also,
if market conditions dictate, a higher percentage of cash or cash equivalents may be considered
for a strategy.
Stonebridge generally requires a minimum of $250,000 of assets for separately managed
accounts that are sponsored through an approved WRAP Program. We generally require a
minimum of $10 million of assets for the Stonebridge Institutional Preferred Securities SMA
strategy. Accounts greater than $50 million will be considered for a separate customized
institutional preferred securities strategy. We reserve the right, in our sole discretion, to make
agreements with WRAP programs or accept individual accounts that are below our stated
minima.
Although we manage a tax-advantaged strategy (the QDI strategy described below), the tax
advantages we seek are attributes of the securities we select and are unrelated to the individual
investor tax circumstances. We do not give tax advice to anyone. Investors should consult with
qualified tax professionals concerning the tax treatment of their individual investment portfolios.
Stonebridge does not hold any of the securities we purchase on behalf of clients for its own
account, and does not provide custodial services to any clients. As such, we do not participate in,
offer advice regarding, or engage in the notification process of, any class-action lawsuits that may
occur regarding securities in investor portfolios. If we become aware of a lawsuit affecting a
company in our models, we consider that information with regards to potential effects on
performance, as we do other factors.
Not all strategies listed below are available on all WRAP Program platforms. If you are investing
through a WRAP Program, please check with your financial advisor to see if they offer a particular
strategy.
Standard Taxable Preferred Securities Strategy seeks to maximize preferred
income, with a
secondary objective of total return, for investors by generally investing in preferred, hybrid and
other approved securities that pay dividends and interest. This strategy offers a diversification
alternative to corporate bonds and other fully taxable fixed-income investment strategies.
Investors looking to maximize income from diversified preferred security portfolio on a pre-tax
basis would be well-suited for this strategy. Examples of typical investors are pension funds,
endowments, foundations, and 401k or IRA accounts for high-net-worth individuals.
Tax-Advantaged QDI Preferred Securities Strategy seeks to maximize tax-advantaged preferred
income, with a secondary objective of total return, for individual investors (not corporations) in
their portfolios by generally investing in tax-advantaged preferred, hybrid and other approved
securities that pay Qualified Dividends Income (QDI)1. This strategy is a diversification
alternative to municipal bonds and other tax-advantaged fixed income investment strategies. To
increase diversification within this strategy we also invest in hybrid and other approved
securities that may not pay dividend income that qualifies for QDI treatment. Only individuals
can claim tax benefits from investing in QDI securities, making this strategy well-suited for high
net worth individual investors looking for tax-advantaged income from a diversified preferred
security investment portfolio.
Institutional Preferred Securities Strategy seeks to maximize income, with a secondary objective
of total return, by generally investing in institutional ($1000 par) and exchange-traded ($25 par)
preferred, hybrid and other approved securities that pay dividends and interest. Examples of
typical investors are pension funds, insurance companies, endowments, foundations, and ultra-
high-net-worth individuals that can generally allocate $10 million or more to this strategy.
* * *
Stonebridge will typically follow the investment guidelines for SMA account portfolios set forth
below, and will consider adjustments as requested in writing by particular investors on a case-
by-case basis. Investor-requested adjustments will not be applied unless accepted by
Stonebridge in writing. The investment guidelines for SMA accounts are as follows:
1 QDI currently allows favorable tax treatment for dividends from U.S. corporations and qualified foreign corporations
on securities held for a minimum of 91 days, during the 181-day period beginning 90 days before the ex-dividend
payment. The maximum QDI tax rate is 20%. This favorable tax treatment is only available to individual investors.
An additional 3.8% Medicare surtax on investment income may apply. Consult your tax advisor for details.
• Stonebridge will typically invest investor portfolio assets in securities of issuing firms
(“issuers”) that have a long-term issuer credit rating of “investment grade” at the time
of the investment. “Investment grade” is defined as having a long-term credit rating
of “BBB-” or higher by Standard & Poor’s Rating Group (“S&P”), or “Baa3” or higher
by Moody’s Investors Service, Inc. (“Moody’s”), or a comparable rating from another
nationally-recognized statistical rating organization (“NRSRO”). We may also invest
portfolio assets in securities that are unrated by an NRSRO if we determine such securities
to be of acceptable credit quality. If a security receives divergent ratings from multiple
NRSROs, Stonebridge will treat the issuing firm as being rated in the highest rating
category received from any NRSRO. Stonebridge may invest in securities issued by below-
investment-grade issuers or by unrated issuers, if our internal analysis leads us to
conclude that a particular security has acceptable credit quality for the perceived relative
value.
• The exposure of investor portfolios to any one issuer will generally be 8% or less.
* * *
NRSRO ratings will generally be as posted on Bloomberg, or directly from the rating NRSRO.
In those cases where we permit an investor to fund an account with in-kind securities, we retain
only those securities that fit Stonebridge’s strategies. We generally sell the remaining securities,
at current market prices, without any further analysis, in order to produce cash for investment.
Any investment guidelines or strategy changes provided by an investor in writing, and accepted
by Stonebridge in writing, take precedence over the above guidelines or strategies for that
investor’s account.
Stonebridge may employ hedging strategies to reduce interest rate risk for qualified accounts.
The strategies may include derivatives including interest rate swaps, U.S. Treasury futures,
Eurodollar futures, and put and call options on U.S. Treasury and Eurodollar futures, or closed-
end funds or ETFs investing in similar instruments or shorting U.S. Treasuries. Hedging is not
applied to all accounts. If you are interested in employing hedging, please contact Stonebridge
to see if your account is eligible to be included in hedging strategies.
For each of the SMA strategies described above, Stonebridge may invest up to 8% of a non-ERISA
investor’s portfolio in exchange-traded funds (ETFs), including FPE, and closed-end funds
(CEFs), that are either primarily invested in preferred securities or in cash equivalents (such as
ETFs that invest in short-term treasuries). Under normal circumstances, no more than 5% of the
portfolio will be invested in any single such vehicle. In client-directed tax-harvest situations, the
5% limit may be breached by short-term investment of tax harvest proceeds in FPE. If this is
done, investors need to be aware that the underlying ETF (including FPE) or CEF may charge
additional investment management fees that are separate and distinct from the investment
management fees charged for Stonebridge’s SMA services.
We may also develop custom strategies not described herein for some investors. In such cases,
a custom strategy description will be provided directly to the investor.
Investment Management for Unified Managed Account Strategies (“UMAs”)
Stonebridge offers model portfolio strategies to certain WRAP account UMA platform sponsors.
These strategies may be used by the financial advisors that participate on such UMA platforms
with their advisory investors. When directed by contract, Stonebridge may also arrange for the
execution of securities trades to implement the platform’s UMA strategies.
WRAP-sponsored SMAs and WRAP-sponsored UMAs are managed to the same models, to the
extent possible given WRAP-platform-imposed restrictions on UMAs. To ensure fairness to both
SMA and UMA investors, Stonebridge generally prepares model changes after the close of trading
and distributes them to all UMA platforms so that as of the opening of trading on the following
day, all UMA platforms and Stonebridge-managed SMA accounts are able to begin trading the
new model simultaneously.
When intra-day trading opportunities present themselves for which model changes should not
be delayed until the next day, it is not feasible to make intra-day model changes prior to executing
the trades due to liquidity limitations in the preferred market and constraints in the model-change
system. Therefore any model changes made are distributed to the UMA platforms no later than
overnight.
The investment guidelines for SMAs presented above also apply to our construction of UMA
models unless a platform specifically requires otherwise. UMA platform providers may or may
not choose to follow Stonebridge’s recommendations. Please check with your UMA platform
provider for details concerning your particular UMA platform.
Other Factors Regarding Investment Management Services
Stonebridge may utilize model portfolios as guidelines in managing separately managed
accounts in each of its strategies. The models can change at any point in time based on our
research, investment management decisions and outlook. We generally attempt to manage each
portfolio to the particular model for the investor’s chosen investment strategy. However, due to
a number of reasons, some within and some beyond the control of Stonebridge, investor
portfolios will frequently not look exactly like the chosen model. For example, investor-imposed
investment restrictions may create dispersion in performance and securities holdings when
compared to the model portfolio for the investor’s selected strategy.
Furthermore, due to security-specific characteristics, it may not always be prudent or practical
to sell or purchase an entire position in a short period of time. In such cases, Stonebridge will
use its professional judgment to bring the investor’s account in line with the model in a prudent
manner.
There may also be situations in which investor portfolios may be temporarily unable to engage
in certain securities transactions due to such things as restrictions on securities or systems or
data issues at an investor’s WRAP program sponsor. In such cases, Stonebridge will begin
effecting transactions for the affected accounts once it has been advised by the investor’s WRAP
program sponsor that the issue(s) have been resolved.
Finally, a highly liquid market is the most conducive environment for trading investor portfolios
based on a model portfolio, but not all preferred, hybrid and other approved securities are highly
liquid. Rather than systematically avoiding the inclusion of less liquid securities in our models,
we may treat models as flexible guidelines, making what are in our judgment compatible
investment decisions as market conditions present themselves. For these reasons, we do not
make model portfolios available for public review.
Sub‐Portfolio Supervision for Unit Investment Trusts (“UITs”)
First Trust Portfolios L.P. (“FTP”) is the sponsor of and portfolio supervisor for unit investment
trusts (“UITs”). Each UIT is an investment company registered under the Investment Company
Act of 1940. Certain of these UITs invest exclusively in preferred securities and other securities
closely followed by Stonebridge. Stonebridge may take the role of non-discretionary sub-
portfolio supervisor for these UITs, and in this role may collaborate with FTP in the selection of
the UIT’s initial portfolio of securities. At FTP’s request, we may also monitor the portfolios of
the UITs and notify FTP if, based on specific criteria provided by FTP, we think that certain
securities should be removed from a UIT. Our authority is limited to providing our opinion to
FTP within the boundaries described; we do not have discretion over investment decisions of the
UITs. Accordingly, the asset totals for these UITs are described above as “supervised on a non-
discretionary basis”.