KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC

Strategies and Risk of Loss

KAR accepts performance-based fees, which are fees based on a portion of capital gains or on capital appreciation of the assets of a client. Performance-based fee arrangements are only entered into with qualified clients, subject to individual negotiation. Such arrangements comply with Section 205 of the Investment Advisors Act of 1940, as amended, and the rules thereunder, and all applicable laws and regulations.

For KAR’s proprietary investment strategies, our research process is designed to identify high‑quality companies with durable competitive advantages, strong positions in their markets, and strong management teams. We focus on businesses that we believe are well‑managed, financially strong, and able to generate consistent profits and cash flow over time, while maintaining reasonable levels of debt.

Advisory Fees — Other

The management of performance-based fee accounts side-by-side with other accounts creates a potential conflict of interest for KAR because of the incentive to favor accounts for which it receives a performancebased fee over accounts on standard fee schedules. KAR mitigates this conflict by following well-defined procedures at the investment strategy level that are intended to ensure that accounts with performance-based fees are not favored in trading over other client accounts within a given investment strategy. KAR informs its clients that it performs investment advisory and investment management services for various clients and gives advice and takes action with respect to one client that differs from advice given or the timing or nature of action taken with respect to another client. It is, however, KAR’s policy not to favor or disfavor consistently or consciously any clients or class of clients in the allocation of investment opportunities, with the result that, to the extent practicable, all investment opportunities are to be allocated among clients on a fair and equitable basis over time.

Item 7 — Types of Clients KAR provides investment services and manages investment advisory accounts for institutions, charitable organizations and endowments, professional and religious organizations, corporations and other commercial entities, pension and profit-sharing plans, insurers, banks, family offices, private pooled funds, open-end investment companies

Our research seeks to develop a deep understanding of each company’s business model, competitive position, and long‑term prospects. This includes reviewing public information, industry data, and, where appropriate, meeting with company management and other knowledgeable sources. We assess whether a company’s competitive strengths are sustainable and whether management allocates capital in a disciplined, shareholder‑focused manner. We generally favor companies where management’s interests are aligned with shareholders. After completing our business analysis, we evaluate a company’s market price relative to its long‑term earning potential. We seek to invest at prices we believe offer attractive long‑term returns based on our informed judgment and assumptions, recognizing that outcomes cannot be guaranteed. KAR invests primarily in equity securities, including U.S. and non‑U.S. publicly traded stocks, across large‑cap and small‑ to mid‑cap strategies. In limited circumstances, and only where suitable for a client and with a client’s advance approval, KAR from time-to-time invests in privately-placed securities for qualified clients. KAR also offers specialized or more concentrated equity strategies. Where material to a particular investment opportunity and consistent with an investment strategy’s investment goals and objectives, KAR seeks to consider

governance and sustainability factors that KAR believes could influence risks and rewards related to a company’s sources of competitive advantage as an element of KAR’s investment research and decisionmaking processes. However, such governance and sustainability factors are not by themselves determinative to an investment decision. KAR’s investment team uses a proprietary governance and sustainability ratings framework to generate governance and sustainability scores for businesses in KAR’s investment portfolios. KAR refers to the Sustainable Accounting Standards Board (“SASB”) general issue categories as a guide for identifying industry-level material factors included in these ratings, but does not apply universal sustainability criteria for all investments. Instead, KAR prefers to rely on its own company-specific assessment in analyzing issue materiality. KAR assesses its holdings based on these key issues, along with any other financially material sustainability factors, and assigns a rating that is updated at least once per year, or more frequently should a material event occur which could have an impact on KAR’s investment thesis. This rating is taken into account similar to any other investment risk and opportunity pertaining to a business. To conduct such analysis, KAR uses data from outside sources as supplemental to its own proprietary process. Such data can be adjusted by KAR’s investment team where inaccuracies are found through additional research.

Active Management Risk – Our strategies are actively managed, and our investment decisions and techniques may not produce the intended results.

Foreign and Currency Risk – Investments outside the U.S. can involve additional risks, including political or economic instability, weaker regulation, less available information, higher trading costs, currency fluctuations, taxes, and restrictions on the movement of capital.

Small‑ and Mid‑Capitalization Risk – Smaller companies often experience greater price volatility, have more limited resources, and can be harder to buy or sell than larger companies.

Liquidity Risk – Some investments can be difficult to sell at a favorable time or price, particularly during periods of market stress. Reduced liquidity can increase volatility and negatively affect returns.

Emerging and Frontier Markets Risk – Investments tied to emerging or less‑developed markets generally involve higher levels of political, economic, legal, currency, and liquidity risk than investments in developed markets.

Concentration Risk – Portfolios that focus on a limited number of issuers, For Wealth Advisory clients’ portfolios with us, KAR invests all or a portion of the assets through sub-advisers and third-party managed investment products. In reviewing investment opportunities, KAR conducts due diligence and research on the sub-advisers and thirdparty managers to satisfy itself as to the suitability of the third-party manager and sub-adviser. KAR also invests in an array of what it believes to be high-quality fixed-income securities, including U.S. treasuries, government agency bonds, mortgage-backed securities, corporate bonds, and municipal bonds (taxable and non-taxable), with a focus on intermediate-term bonds. KAR offers both taxable and taxfree fixed-income strategies.

sectors, industries, or regions can be more sensitive to adverse events affecting those areas than more diversified portfolios.

Interest Rate and Credit Risk – Fixed‑income investments are affected by changes in interest rates, inflation, and an issuer’s ability to make timely payments of principal and interest. Rising interest rates generally reduce bond values.

Operational, Cybersecurity, and Business Continuity Risk – Disruptions caused by system failures, cybersecurity incidents, natural disasters, or other events can affect our ability, or the ability of third‑party service providers, to operate normally.

Risks of Investing All investments involve risk, including the possible loss of all or a substantial portion of the money invested, that investors should be prepared to bear. Investment results cannot be predicted or guaranteed, and the value of your account will fluctuate over time based on market conditions and other factors. Past performance is not a guarantee of future results. Our investment strategies are subject to a variety of risks, including market, economic, political, regulatory, liquidity, currency, and other risks, and investments can lose value. Not every investment decision will be profitable. The risks described below are not intended to be a complete list, and additional risks can arise over time as markets and conditions change. Clients are encouraged to consult with their own financial, legal, and tax advisers when evaluating whether a particular strategy is appropriate. Depending on the strategy and services provided, a portfolio can be affected by one or more of the following risks: Material Risks that can Apply to KAR’s Investment Strategies

Market Risk – Investment values can rise or fall, sometimes sharply and unpredictably, due to changes affecting the overall market or specific issuers.

Use of Artificial Intelligence Tools – We use AI‑enabled tools to support certain analytical and operational functions. These tools can produce errors, reflect biases, or be affected by data quality, cybersecurity, or evolving regulation. Investment decisions are made by our investment professionals, who may from time to time use such AI-enabled tools to facilitate research.

Governance and Sustainability Considerations – Where applicable, our consideration of governance or sustainability factors can cause investment results to differ from strategies that do not consider such factors, and there is no assurance these considerations will improve performance.

Extraordinary Events and Market Volatility – Events such as war, terrorism, public health crises, inflation, trade restrictions, or other global developments can disrupt markets and negatively affect investments.

Privately Placed Securities Risk – Privately placed securities are generally illiquid, subject to resale restrictions, and could be difficult or impossible to sell or liquidate. These investments often have limited public information, which can make them harder to value and may reduce liquidity and increase the risk of loss.

Data Sources Risk – We rely on third‑party data that we believe to be reliable but do not guarantee its accuracy, timeliness, or completeness. Material Risks that can Apply to Certain Wealth Advisory Clients The following risks generally apply only to Wealth Advisory clients who elect, with their adviser, to use certain investment products, strategies, or third‑party managers:

Tax Loss Harvesting Risk – At a client’s request, KAR can assist with tax‑loss harvesting or similar strategies. These transactions can result in taxable events, can cause performance to differ from other accounts, and might not achieve their intended result. KAR does not provide tax advice, and clients should consult their own tax advisers. For clients using direct indexing strategies, clients are responsible for disclosing relevant holdings held outside KAR. Incomplete information may result in inadvertent wash sales, for which KAR and the sub‑adviser are not responsible.

adverse tax consequences compared to more diversified portfolios and may increase financing costs in your portfolio or limit your available overall portfolio leverage. Such strategies may also employ higher‑risk investment techniques, including, as applicable, leverage and margin, short sales, options, and investments in exchange funds and other instruments, which can magnify adverse market movements and, in some circumstances, result in losses that exceed the amount invested. Market stress, reduced liquidity, trading disruptions, or counterparty failures might also impair an account’s ability to transact, rebalance, or exit positions. Risk management processes of our third-party subadvisers may not be effective in all circumstances and may rely in part on historical information that may change or not persist. Additional strategy‑specific risks are disclosed at the time of recommendation and/or in applicable strategy materials.

Portfolio Margining, Leverage, and Short Sale Risk - Certain strategies

tied to market benchmarks, and expose clients to issuer credit risk. Under certain conditions, the amount payable at maturity or redemption could be significantly reduced or zero.

we recommend, which are sub-advised by third-party investment managers, can involve margin, leverage, and short sales, which can significantly increase risk. These techniques may magnify losses, result in losses exceeding the amount invested, and expose accounts to margin calls and forced liquidations without prior notice, which can also result in adverse tax consequences. Brokers may change margin requirements, liquidate positions at their discretion, and short positions may incur theoretically unlimited losses. Market volatility, concentration, and reduced liquidity may increase these risks. Additional strategy‑specific risks are disclosed at the time of recommendation and/or in applicable strategy materials.

Equity and Equity Index Options Risk – Options strategies involve

Digital Assets (Cryptocurrency) Risk - Investments in digital assets,

timing, pricing, and liquidity risks and could result in the loss of the entire premium paid or foregone upside in exchange for option income.

Read the rest in the brochure

Kayne Anderson Rudnick Investment Management, LLC

Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss

Item 9 — Disciplinary Information

Los Angeles, CA 90067

Item 10 — Other Financial Industry Activities and Affiliations

2000 Avenue of the Stars, Suite 1110

(800) 231-7414 Item 11 — Code of Ethics, Participation

or Interest in Client Transactions, and Personal Trading

Item 12 — Brokerage Practices

Item 13 — Review of Accounts

March 26, 2026

Item 14 — Client Referrals and Other Compensation

Item 15 — Custody

Item 16 — Investment Discretion

Item 17 — Voting Client Securities

Item 18 — Financial Information

Privacy Policy

ERISA 408(b)(2) Disclosure

This brochure (the “Brochure”) provides information about the qualifications and business practices of Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson Rudnick” or “KAR” or the “Firm”). If you have any questions about the contents of this Brochure, please contact us at +1.800.231.7414 and/or compliance@kayne.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Kayne Anderson Rudnick is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information you can use to determine whether to hire or retain an adviser. Additional information about KAR is also available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with KAR who are registered as investment adviser representatives of KAR.

This brochure (the “Brochure”) provides information about the qualifications and business practices of Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson Rudnick”). If you have any questions about the contents of this Brochure, please contact us at +1.800.231.7414 and/or compliance@kayne.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Item 2 — Material Changes

We provide clients with an updated Brochure each year and whenever there is a material change to our business. You will receive a Brochure of any material changes to this and subsequent Brochures within 120 days of the close of the fiscal year of our business, which is December 31. We will provide other ongoing disclosure information about material changes as necessary. We will provide you with a new Brochure as necessary based on changes or new information, at any time, without charge. Where possible, we will provide our Brochure, including any updates, electronically to the primary e-mail address we have on file for you. At any time, you may also request our Brochure by contacting Compliance at +1-800-231-7414 or compliance@kayne.com. Our Brochure is available on our website, kayne.com, and is also free of charge upon request.

Material Changes The following material changes were made to this Brochure since our last annual update dated March 26, 2025:

Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) - We updated and added certain risk disclosures to reflect changes in our business. These material changes include the addition of risks that may apply depending on your relationship with KAR and the types of investments you have with us, including risks related to artificial intelligence tools and, for wealth advisory clients, risks associated with tax loss harvesting, private credit investments, long/short direct indexing and concentrated portfolio hedging strategies, structured products, portfolio margining and leverage, and digital assets.

Item 3 — Table of Contents

Item 1 — Cover Page ................................................................................................................................................................................................ 1 Item 2 — Material Changes ....................................................................................................................................................................................... 2 Item 3 — Table of Contents ....................................................................................................................................................................................... 3 Item 4 — Advisory Business ...................................................................................................................................................................................... 4 Item 5 — Fees and Compensation ............................................................................................................................................................................. 6 Item 6 — Performance-Based Fees and Side-By-Side Management ......................................................................................................................... 9 Item 7 — Types of Clients .......................................................................................................................................................................................... 9 Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss ..................................................................................................................... 9 Item 9 — Disciplinary Information ............................................................................................................................................................................ 14 Item 10 — Other Financial Industry Activities and Affiliations ................................................................................................................................... 14 Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................................................................. 15 Item 12 — Brokerage Practices ............................................................................................................................................................................... 17 Item 13 — Review of Accounts ................................................................................................................................................................................ 20 Item 14 — Client Referrals and Other Compensation ............................................................................................................................................... 21 Item 15 — Custody .................................................................................................................................................................................................. 22 Item 16 — Investment Discretion ............................................................................................................................................................................. 22 Item 17 — Voting Client Securities ........................................................................................................................................................................... 23 Item 18 — Financial Information .............................................................................................................................................................................. 23 Privacy Policy ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………24 ERISA 408(b)(2) Disclosure……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….27

Item 4 — Advisory Business Kayne Anderson Rudnick Investment Management, LLC (“KAR”, “Kayne Anderson Rudnick”, or the “Firm”) is 100% owned by Virtus Investment Partners, Inc. (NYSE: VRTS) (“VRTS” or “Virtus”), a publicly traded multi-manager asset management business. KAR has been an SEC-registered investment adviser since 1985. KAR provides discretionary advisory and sub-advisory investment services and manages investment advisory accounts in its various investment strategies for institutions, charitable organizations and endowments, professional and religious organizations, corporations and other commercial entities, pension and profit-sharing plans, insurers, banks, family offices, private pooled funds, open-end investment companies including exchange-traded funds (“ETFs”), UCITS, collective investment trusts, registered investment advisers, individuals, trusts, and estates. These services are tailored to the needs and investment mandates of each client, and clients can generally impose restrictions on investing in certain securities or types of securities in their accounts managed by the Firm when negotiating their investment advisory agreement. KAR provides investment advisory services for accounts that are (i) established directly with the client; (ii) introduced through wrap-fee and other separately-managed account programs of other financial-services firms, such as broker-dealers, registered investment advisers, and other intermediaries; or (iii) subadvisory relationships with affiliated and non-affiliated U.S. and nonU.S. mutual funds.

Assets under Management As of December 31, 2025, KAR’s total assets under management was approximately $57,949,400,000, of which $39,356,600,000 is regulatory assets under management and $18,592,800,000 is model/emulation assets under contract. Model/emulation assets refer to assets that KAR is under contract to deliver a model portfolio for and are not considered regulatory assets under management.

Advisory Services — Institutional

Virtus KAR Equity Income Fund Virtus KAR Equity Income Series Virtus KAR Global Small-Cap Fund Virtus KAR Health Sciences Fund Virtus KAR International Small-Mid Cap Fund Virtus KAR Mid-Cap Core Fund Virtus KAR Mid-Cap ETF Virtus KAR Mid-Cap Growth Fund Virtus KAR Small-Cap Core Fund Virtus KAR Small-Cap Growth Fund Virtus KAR Small-Cap Growth Series Virtus KAR Small-Cap Value Fund Virtus KAR Small-Cap Value Series Virtus KAR Small-Mid Cap Core Fund Virtus KAR Small-Mid Cap Growth Fund Virtus KAR Small-Mid Cap Value Fund Virtus Tactical Allocation Series (Equity Portion) Virtus Tactical Allocation Fund (Equity Portion)

Advisory Services – UCITS and Other Vehicles KAR is authorised by (though not regulated or supervised by) the Central Bank of Ireland to provide investment management services to Irish-authorized collective investment schemes and, as such, KAR provides investment management services to the following funds, each of which are UCITS funds distributed by VP Distributors, LLC, an affiliate of KAR:

Virtus GF Global Small Cap Fund Virtus GF U.S. Small Cap Focus Fund Virtus GF U.S. Small Cap Growth Fund Virtus GF U.S. Small-Mid Cap Fund Virtus GF U.S. Mid Cap Core Fund Virtus GF U.S. Mid Cap Growth Fund

KAR also provides investment management services as adviser or subadviser to other non-affiliated U.S.- and non-U.S. mutual funds, UCITS funds, and EU AIFMs. KAR provides investment management services as investment manager to other non-affiliated non-U.S. pooled investment vehicles.

KAR provides investment services and manages investment advisory accounts for U.S. and non-U.S. corporations and other commercial entities, institutions, charitable organizations and endowments, family offices, professional and religious organizations, pension and profitsharing plans, insurers, banks, open-end investment companies, closed-end funds, EU UCITS, EU AIFMs, and other non-U.S. fund structures. KAR manages these accounts subject to each client’s investment guidelines. KAR is also the adviser to the Kayne Anderson Rudnick Collective Investment Trust (the “CIT”). SEI Trust Company is the Trustee of the CIT, and SEI Institutional Transfer Agent Inc. serves as transfer agent for the CIT.

Advisory Services — Wrap Programs and Dual Contract

Advisory Services — Mutual Funds and ETFs

KAR serves as investment adviser under certain wrap programs and as investment sub-adviser under other wrap programs (including dual contract programs), and at times acts in both capacities under different programs sponsored by the same financial-services firm. Wrapprogram sponsors typically offer comprehensive brokerage, custodial, and advisory services for a single “wrap fee,” based on a percentage of assets under management. The wrap sponsor pays KAR a portion of the wrap fee in connection with the advisory services it provides. Under some arrangements, the wrap sponsor and KAR each charge a separate fee for their respective services. Dual contract clients have an

KAR provides investment management services to the following portfolios, all of which are sponsored and distributed by an affiliate of KAR, as a sub-adviser under sub-advisory agreements with Virtus Investment Advisers, LLC, which is an affiliate of KAR:

Virtus KAR Capital Growth Fund Virtus KAR Capital Growth Series Virtus KAR Developing Markets Fund Virtus KAR Emerging Markets Small-Cap Fund

For wrap-fee accounts, KAR acts as an investment adviser or subadviser through a selection process administered by the wrap program sponsor. The client information compiled through the selection process enables KAR to provide individualized investment services, which it maintains through ongoing contact with the wrap sponsor. In dual contract accounts, a participant enters into an investment advisory agreement with KAR and a separate agreement with the program sponsor. Dual contract programs are generally managed in a manner similar to wrap programs as discussed throughout this Brochure.

Read the rest in the brochure

and Side-By-Side Management

and Affiliations KAR has material relationships with its affiliates, as described below. KAR is a wholly owned subsidiary of Virtus Partners, Inc. (“VPI”), which is a wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus” or “VRTS”). Virtus is a publicly traded company operating a multimanager asset management business (NYSE: VRTS). Certain officers and directors of Virtus serve as officers of Virtus’s indirect, wholly owned affiliates, including KAR. KAR is under common control with a number of affiliated firms that are registered investment advisers, either in the U.S. or outside of the U.S., including:

AlphaSimplex Group, LLC Ceredex Value Advisors LLC Duff & Phelps Investment Management Co. Keystone National Group, LLC NFJ Investment Group, LLC Seix CLO Management LLC Silvant Capital Management LLC Virtus International Management, LLP Virtus International Fund Management Limited Sustainable Growth Advisers, LP Virtus Alternative Investment Advisers, LLC

Virtus Advisers, LLC Virtus Fixed Income Advisers, LLC (divisions include Newfleet Asset Management, Seix Investment Advisors, and Stone Harbor Investment Partners) Virtus Capital Advisers, LLC Virtus Global Partners PTE. Ltd. Virtus Investment Advisers, LLC Westchester Capital Management, LLC Westchester Capital Partners, LLC Zevenbergen Capital Investments LLC

KAR has been engaged by certain of its affiliated investment advisers to provide sub-advisory services with respect to certain open-end mutual funds, including exchange-traded funds (“ETFs”), managed by the affiliated investment advisers (such funds, “Virtus mutual funds”), and additional relationships of that nature will likely be entered into by KAR in the future. KAR’s compensation for such arrangements is typically structured as a percentage of the overall management fee paid by the fund to the hiring affiliated investment adviser. KAR is not registered, and does not have an application pending to register, as a broker-dealer. However, an affiliate of KAR, VP Distributors, LLC (“VPD”), is a registered broker-dealer. VPD is a limited purpose broker-dealer that serves as principal underwriter and distributor of certain open-end mutual funds and ETFs managed by KAR and/or its affiliated investment advisers. Certain KAR personnel, including certain of its management persons, whose job responsibilities either require or are appropriate for registering as broker-dealer representatives are registered representatives of VPD. Certain employees of VPD promote the services of KAR as well as the products managed by KAR. When KAR pays a fee to VPD for the efforts of VPD’s employees to promote KAR’s services, VPD is an affiliated third-party promoter for KAR as discussed further in Item 14, below. Certain employees of a related person of KAR, Virtus International Management, LLP (“Virtus International”), also promote the services of KAR as well as the products managed by KAR. Virtus International’s representatives are permitted to introduce KAR's investment advisory services and UCITS funds to which KAR is the investment manager to institutional entities and sovereign wealth funds and other foreign official institutions within the United Kingdom and in other jurisdictions globally, to the extent permitted by the laws of each applicable jurisdiction. In the Asia-Pacific region, approved persons of Virtus Global Partners PTE. LTD (“Virtus Singapore”) (UEN 201018015Z), which is authorized and regulated by the Monetary Authority of Singapore (“MAS”), are permitted to introduce the investment advisory services of KAR and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. KAR is not registered, and does not have an application pending to register, as a futures commission merchant, a commodity pool operator, or a commodity trading advisor. Certain of KAR’s affiliated investment advisers are registered as commodity pool operators or commodity trading advisors in connection with their management activities. In providing services to its clients, KAR could potentially utilize personnel or services of one or more of its affiliated investment advisers or other corporate affiliates, and KAR’s affiliated investment advisers could potentially use personnel or services of KAR. Services provided in these arrangements include, among other things, investment advice,

portfolio execution and trading, back-office processing, accounting, reporting, and client servicing. These services are provided through arrangements that take a variety of forms, including dual employee, participating affiliate, delegation arrangement, sub-advisory, consulting, or other servicing agreements. In each case, the personnel of the entity providing services are required to follow policies and procedures designed to ensure that the applicable clients’ accounts are handled appropriately and the in the best interests of the clients. When KAR uses the personnel or services of an affiliate to provide services to KAR’s clients, KAR remains responsible for the account from a legal and contractual perspective. Similarly, if an affiliated investment adviser uses the personnel or services of KAR to provide services to such affiliated investment adviser’s clients, the affiliated investment adviser remains responsible for the account from a legal and contractual perspective. No additional fees are charged to the clients for such services except as otherwise set forth in the client’s applicable investment management or other agreement.

Interest in Client Transactions and Personal Trading Code of Ethics To protect the interest of our clients, employees and affiliates, any employee found to engage in improper or unlawful activity faces administrative and legal action. Everyone has a responsibility to ensure that employees are conducting business professionally and are complying with the procedures and policies governing our collective responsibility. Anyone aware of employees engaged in wrongdoing or improper conduct must immediately report such activity to their supervisor and compliance officer. Failure to report wrongdoing can result in additional action being taken against that individual. KAR has adopted the Virtus Code of Conduct and Code of Ethics (the “Codes”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended, and Rule 17j-1 of the Investment Company Act of 1940, as amended, The Codes have been reasonably designed to prevent and detect possible conflicts of interest with client trades. Compliance with the Codes is a condition of employment. All of our employees must acknowledge their terms at least annually or as amended. Any employee found to have engaged in improper or unlawful activity faces appropriate disciplinary action. Each employee is responsible for ensuring that they and those they manage conduct business professionally and comply with our firm’s policies and procedures. Employees must immediately report (to their supervisor, a compliance officer or corporate legal counsel) their knowledge of any wrongdoing or improper conduct. Failure to do so could result in disciplinary action being taken against that individual. Our reporting procedures are supported by a telephone number and similar on-line reporting technology available 24-hours/day to any employee to confidentially report, or request assistance concerning possible violations of the Codes and other firm policies. This technology and reporting platform is administered by an independent, third-party. Our officers and employees are encouraged to invest in shares of investment products that we and/or our affiliates advise. Subject to limitations described herein and set forth by our Codes, our directors, officers, and/or associated personnel can and do buy, hold, and sell the

same investments for their own accounts as are held or to be held or sold for a client account and they can and do engage in the following: • Recommend that clients buy or sell securities or investment products in which we or a related person have some financial interest; and/or • Buy or sell securities or investment products that our firm and/or our directors, officers, associated personnel or a related person recommends to our clients. Our Codes are designed to prevent and detect conflicts of interest in regard to the above. None of our directors, officers, Access or Advisory persons can buy or sell any security or any option to buy or sell such security, subject to certain limited exemptions, such that they hold or acquire any direct or indirect beneficial ownership as a result of the transaction, if they know at the time of such transaction that such a security or option is being bought, sold, or considered for purchase or sale for a client account, unless one or more of the following conditions exist: • They have no influence or control over the transaction from which they will acquire a beneficial interest, except where they are a portfolio manager on the strategy in which they also have a separately managed account, at which time the portfolio manager’s personal account within the Firm’s strategy is treated the same as the other accounts within the strategy, trading within KAR’s trade allocation policies and procedures and receiving their pro rata portion of executions in adherence with the Firm’s trade allocation policies and procedures; • The transaction is non-volitional on their part or the client’s; • The transaction is a purchase under an automatic dividend reinvestment plan or pursuant to the exercise of rights issues, pro-rata to them and other holders of the same class of the issuer’s securities; or • They have obtained, in advance, approval from someone authorized to grant such approval when circumstances indicate no reasonable likelihood of harm to the client or violation of applicable laws and regulations. KAR deems all of its employees to be Access Persons and Advisory Persons under the Codes. The following highlights some of the provisions of the Virtus Code of Conduct:

Virtus Code of Conduct The Virtus Code of Conduct directs our employees’ conduct in the following areas:

Compliance with Applicable Laws, Rules and Regulations

Insider Trading

Conflicts of Interest and Related Party Transactions

Corporate Opportunities

Fair Dealing

Protection and Proper Use of Company Assets

Confidentiality

Recordkeeping

Interaction with Government Officials and Lobbying

Contract Review and Execution

Company Disclosures and Public Communications

Information Protection Policies

Human Resource Policies

Use of Social Media

Intellectual Property

Designation of Compliance Officers

Seeking Guidance About Requirements of the Code

Reporting Violations

Waivers, Discipline and Penalties

A complete copy of Virtus’s Code of Conduct is available to any client or prospective client by sending a written request to KAR Investment Management, Attn: Chief Compliance Officer, 2000 Avenue of the Stars, Suite 1110, Los Angeles, California 90067, or by contacting Compliance at 1-800-231-7414 or via email at Compliance@kayne.com.

KAR’s and Virtus’s Code of Ethics KAR is covered under the Code of Ethics of its parent company, Virtus. The following highlights some of the provisions of the Virtus Code of Ethics (the “Code”), which is reasonably designed to mitigate conflicts of interest posed by our employees and other related persons investing in the same securities or related securities (e.g., warrants, options, or futures) at or about the same time or otherwise that KAR is recommending to clients or that we are buying and selling for client accounts: • Pre-clearance is required for all non-exempt transactions with respect to which an employee is beneficial owner in order to prevent the employee from buying or selling or within the applicable restriction period. • 30-day holding period for covered securities, subject to certain limited exemptions. • Brokerage provision of duplicate copies of brokerage statements and confirmations to our Compliance Department (generally electronically via our compliance monitoring system). • Employee provision of Initial Holding Reports, Quarterly Transaction Reports and Annual Certification and Holding Reports, which our Compliance Department reviews for trading activity. • Requirement that personal transactions be consistent with the Code of Ethics in a manner that avoids any actual or potential conflict of interest. • Any covered employee not in observance of the above can be subject to discipline. • Employees classified as Advisory Persons are further prohibited from directly or indirectly acquiring or disposing of a security on the date of, and within seven calendar days before and after the portfolio(s) associated with that person’s portfolio management activities. Subject to limitations in the Code, KAR or a related person can recommend that clients buy or sell securities or investment products in which KAR or a related person has a financial interest. Likewise, KAR

or a related person can buy or sell securities that KAR also recommends to clients. Our officers and employees are encouraged to invest in shares of Virtus mutual funds, including ETFs, that we sub-advise. We seek to ensure that the investment management and overall business of the Firm comply with both our and Virtus policies, as well as with applicable U.S. federal and state securities laws and regulations. A complete copy of our current Code of Ethics is available to any client or prospective client by sending a written request to KAR, Attn: Compliance Department, 2000 Avenue of the Stars, Suite 1110, Los Angeles, California 90067, or by contacting a member of the Compliance team at 800-231-7414 or via email at Compliance@kayne.com.

Other Related Policies and Procedures We have adopted the Insider Trading Policy and Procedures designed to mitigate the risks of our firm and its employees misusing and misappropriating any material non-public information that they become aware of, either on behalf of our clients or for their own benefit. Personnel are not to divulge or act upon any material, non-public information, as defined under relevant securities laws and in our Insider Trading Policy and Procedures. The policy applies to each of our Supervised, Access and Advisory Persons and extends to activities both within and outside their duties to our firm, including for an employee’s personal account. In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations made on clients’ or prospective clients’ behalf, whether given or received. Generally, our employees are prohibited from accepting or providing gifts or other gratuities from or to clients of or individuals seeking to conduct business with KAR’s investment advisory business generally in excess of $250, and such amount is subject to change as circumstances warrant. Employees, under certain circumstances, can be granted permission to serve as directors, trustees or officers of certain outside organizations where appropriate. In order to do so, we require employees to receive advance written approval from the chief compliance officer and the chief operating officer, and any such approval is based on a determination that such position does not pose a potential or actual conflict of interest with our clients that cannot be appropriately mitigated.

Participation or Interest in Client Transactions KAR recommends that its clients, including its wealth advisory clients, invest in Virtus mutual funds, including exchange-traded funds (“ETFs”). KAR serves as an investment sub-adviser to various such Virtus mutual funds and is paid management fees by such Virtus mutual funds. KAR recommends that clients invest their assets in certain Virtus mutual funds, including funds that KAR sub-advises. This creates a conflict of interest because KAR earns additional revenue when its clients invest their assets in mutual funds KAR sub-advises. KAR’s recommendation that a client invest in a Virtus mutual fund presents a conflict of interest because such clients pay management fees when investing in Virtus mutual funds that are in addition to their management or advisory fees paid to KAR, and KAR and its affiliates’ earn additional

Read the rest in the brochure

KAR seeks to obtain best execution for client trades, meaning we use reasonable judgment to pursue the most favorable overall terms available under the circumstances, considering price, costs, and execution quality. KAR generally selects the broker‑dealers used to execute trades, taking into account one or more of the following relevant factors: (1) overall execution quality (general past performance under similar trading circumstances), (2) liquidity of the name and the liquidity that the broker is expected to be able to provide, (3) the broker’s ability to minimize information leakage of KAR’s orders to the marketplace, (4) responsiveness and promptness in providing executions and ability to maintain anonymity, (5) difficulty of the trade, (6) capital commitment of the broker to facilitate timely completion of the trade, (7) opportunity for price improvement, (8) commission rates, and (9) clearance and settlement capabilities of the broker. Where possible and appropriate, KAR aggregates (“blocks”) trades for multiple client accounts that are buying or selling the same security at the same time and on the same terms. We believe aggregation can improve execution and reduce trading costs. When trades are aggregated, participating accounts generally receive the average execution price and share transaction costs on a pro‑rata basis. If a trade is only partially filled, shares are typically allocated pro‑rata or, where necessary, through a randomized process designed to avoid favoring any particular account. Not all accounts are eligible for trade aggregation. Accounts with directed brokerage arrangements, special restrictions, transparency requirements, or other limitations will often be traded separately and may not receive the same execution results as aggregated accounts. As a result, execution prices for these accounts could be better or worse than those received by other clients. Clients should be aware that certain types of transactions are not able to be included in aggregated orders, including trades resulting from the opening and closing of accounts, trades resulting from contributions to or withdrawals from existing accounts, trades for accounts that could result in information leakage in the marketplace, and trades for accounts with highly particularized investment policies or restrictions. The decision to aggregate is only made after KAR determines that: it is not intentionally favoring any account over another; it is not systematically advantaging or disadvantaging any account; it is not receiving additional compensation or remuneration solely as the result of the aggregation; and each participating account will receive the average share price and will share transaction costs on a pro-rata basis. Traders and members of the Portfolio Implementation group consider various criteria when evaluating whether to aggregate an order, including, as relevant, the participating accounts’ investment objectives and guidelines, policies, tax status, nature and size of the block trade, ability to minimize information leakage in the marketplace if aggregating, and any other factors deemed appropriate under the circumstances. These trades are modeled in our order management system, and then executed simultaneously as a block. To help ensure fair and equitable treatment over time, KAR uses a trade sequencing process when executing aggregated trades. Accounts where KAR has full trading discretion generally trade first, followed by accounts with brokerage or execution restrictions. Accounts that trade later in the sequence may receive different execution prices than accounts that trade earlier. In furtherance of this, KAR generally

adheres to the following trade sequence in order to achieve best execution for all of its clients: (1a) “Primary Block” (accounts that do not have any brokerage restrictions or limitations and where KAR has full trading discretion); followed by (1b) “Execution-only Client Block” (accounts where KAR also has full trading discretion, but that are required to be traded solely with execution-only broker-dealers); followed by (2) “Partial Trade Discretion and Partial-Directed Accounts” (accounts where KAR has been granted some level of trade discretion or where KAR has high conviction in the client’s directed broker to be able to obtain best execution for the trade); and (3) “Fully-Directed Accounts” (accounts where KAR is directed to a particular broker regardless of KAR’s level of comfort with their ability to obtain best execution on the transaction). “Partial Trade Discretion and PartialDirected Accounts” and “Fully-Directed Accounts” are completed in the order within each group as dictated by the results of randomization. Because the “Execution-only Client Block”, “Partial Trade Discretion and Partial-Directed Accounts”, and “Fully-Directed Accounts” generally trade after the “Primary Block” accounts, it is possible they will or will not receive as favorable prices on securities as received by the “Primary Block” and other accounts that trade ahead of them. Certain investment vehicles, such as ETFs or other vehicles that publicly disclose portfolio holdings shortly after trading, may be included in aggregated trades only when KAR determines it is appropriate and consistent with its fiduciary duties, including its duty to achieve best execution for all of its clients. KAR uses internal size and liquidity guidelines to help reduce the risk that public disclosure could negatively affect other clients. In some cases, KAR may execute trades away from a client’s primary broker through “step‑out” or “trade‑away” transactions to access additional liquidity, reduce market impact, or improve execution. These trades can result in additional transaction costs, which may be reflected in net prices or charged separately, depending on the account type and custodian. For example, wrap sponsors and/or custodians of directed accounts and dual contract SMA accounts often charge additional fees for any trades that are stepped out to another broker-dealer. Dual contract SMA accounts are accounts where the end-client has an investment management agreement with their registered investment adviser as well as with KAR for each party’s individual services. Confirmations from wrap sponsors with respect to “step-out” or “tradeaway” trades in sponsor accounts and dual contract SMA accounts can reflect, within the price per share, applicable net costs instead of reflecting this as a separate item on the confirmation. A wrap client can incur an additional “net” trade cost if a trade is made away from the client’s wrap sponsor. These costs and commissions can also appear separately. Directed brokerage clients that do not allow KAR to participate in step-out trades often pay higher commission and implementation costs than clients that allow KAR to participate in stepout trades. Accounts that participate in step-out trades can incur additional transaction costs. KAR utilizes the services of a trade and/or settlement aggregator (an “Aggregator”) when placing block orders that include step-out trades. KAR believes that the use of an Aggregator can address issues associated with market fragmentation, including but not limited to additional clearing/settlement costs associated with the executions through multiple trading venues, by enabling KAR to access multiple pools of liquidity while minimizing clearing/settlement costs. The cost of the aggregation service is included in the commission rates or net prices associated with the underlying trades.

KAR’s trade aggregation, allocation, and sequencing practices may be modified from time to time as market conditions, regulatory guidance, or client circumstances change.

Foreign Exchange (“FX”) Transactions For equity transactions in non-U.S. securities, KAR utilizes a designated third-party specialist or the client’s custodian to execute the vast majority of FX transactions on behalf of the participating accounts in order to purchase the foreign security using the currency of the applicable country. In instances where a client elects to direct the execution of its FX transactions through its custodian or direct the execution of its FX transactions to a specific market, the client’s account could experience negative or positive performance dispersion from other accounts managed by KAR in the same strategy and for which KAR has full discretion to select the counterparty for FX transactions.

Fixed-Income Practices Fixed‑income trades are generally allocated to client accounts at or before the time a trade is placed. In cases where a trade is only partially filled, or where securities are acquired before allocations are finalized, KAR allocates the trade in a fair and equitable manner across applicable accounts. Allocations are based on objective factors, such as the specific security traded, available position size, duration, market sector, and the needs of the accounts at the time of allocation. Investment performance is never considered when making allocation decisions. Fixed‑income securities for discretionary accounts are traded by seeking competitive bids and offers or by comparing available market prices to seek institutional‑level execution. For broker‑directed trades, KAR makes reasonable efforts to obtain pricing consistent with the institutional market. When trading municipal bonds, KAR compares the bonds being bought or sold to similar bonds in the market based on factors such as credit quality, structure, maturity, and sector. Where feasible, multiple bids are sought when selling municipal bonds. Clients who restrict KAR’s ability to trade away from a directed broker may incur higher trading costs than accounts that allow full trading discretion.

Soft Dollars and Research Services Subject to applicable law, KAR can select broker‑dealers that provide brokerage and investment research services, as well as research provided by third parties, paid for through client brokerage commissions (“soft dollars”). These arrangements are conducted in accordance with Section 28(e) of the Securities Exchange Act of 1934. KAR can cause its clients to pay a broker a higher commission (or markup or markdown) than another broker might charge for the same transaction when KAR determines, in good faith, that the commission is reasonable in relation to the brokerage and research services provided. When we use client brokerage commissions (or markups and markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services. This practice creates a conflict of interest, because KAR has an incentive to select brokers based in part on the research they provide rather than solely on execution costs. This means we have an incentive to select or recommend a broker-dealer

based on our interest in receiving the research or other products and services, rather than on our clients’ interest in receiving the most favorable execution price. KAR seeks to manage this conflict of interest through its best‑execution policies and oversight of execution quality. KAR uses research obtained through soft‑dollar arrangements to benefit all client accounts, not only the accounts whose trades generated the commissions used to pay for the research. As a result, some clients may not directly benefit from the specific research paid for by their transactions, and soft‑dollar benefits are not allocated proportionately among client accounts. Brokerage and research services provided by brokers falling within the Section 28(e) safe harbor during the current year and last fiscal year includes, but is not limited to, proprietary research and research or data created or developed by a third-party that provides information regarding the economy, industries, sectors of securities, individual companies, statistical information, technical market action, pricing and appraisal services, index data, risk-measurement analysis and performance analytics. Such research services are received primarily in the form of written reports, data feeds, telephone contact and personal meetings with securities analysts or company management. Such research services can also be provided in the form of access to data and investment-related conferences and seminars. Some products or services received by KAR have both research and non‑research uses (“mixed‑use”). In those cases, KAR makes a good‑faith allocation between the research portion (paid with client commissions) and the non‑research portion (paid by KAR). These allocations are subject to review to ensure they remain reasonable. KAR has established a Best Execution Committee, which includes senior representatives from trading, portfolio management, operations, and compliance. The committee reviews brokerage practices, research arrangements, and soft‑dollar usage and provides oversight to help ensure that these practices are consistent with KAR’s fiduciary duties. KAR also uses commission‑sharing arrangements (CSAs) to help manage soft‑dollar conflicts and seek best execution. CSAs allow KAR to execute trades with brokers it believes provide best execution while directing a portion of commissions to pay approved research providers, including providers that do not execute trades.

Read the rest in the brochure

Compensation KAR maintains and from time to time enters into contractual third-party promoter agreements with certain affiliated and unaffiliated parties who refer clients to KAR. These parties can also be clients of KAR, but most are not clients of KAR. KAR, in turn, compensates these parties for any such referrals based on the assets that are managed by KAR arising from such referral. The persons or entities providing the third-party promoter services are commonly known as “third-party promoters.” Where the third-party promoter is a client of KAR at the time of the referral, they provide a paid “testimonial”, as such term is defined in Rule 206(4)-1 of the Investment Advisers Act of 1940 (the “Advisers Act”), when referring clients to KAR. Where the third-party promoter is not a client of KAR at the time of the referral, they provide a paid “endorsement”, as such term is defined in Rule 206(4)-1 of the Advisers Act, when referring clients to KAR. All third-party promoter agreements are made in writing, pursuant to, and in accordance with Rule 206(4)-1 of the Advisers Act. As discussed in Item 10, above, KAR has third-party promoter arrangements with VP Distributors, LLC (“VPD”), Virtus International Management (UK), LLP (“Virtus International”), and Virtus Global Partners PTE. LTD (“Virtus Singapore), each of which is an affiliate of KAR, whereby KAR compensates those entities for referrals in certain circumstances. The compensation paid by KAR to VPD, Virtus International, and Virtus Singapore for these referral arrangements generally is structured as being all or a portion of any variable compensation paid by the affiliate to its employee(s) relating to assets under management by KAR that were referred by such employee(s), and in some cases the compensation also includes a percentage of the affiliate’s costs with respect to employment of the individual(s). While the specific terms of each agreement can differ, the third-party promoter typically receives a percentage of the management fees received by KAR from accounts referred by the third-party promoter. In some cases, third-party promoter fees can be based on a percent of the assets under management from accounts referred by the third-party

promoter. Any fees paid by KAR to a third-party promoter are paid by KAR and not the client. Third-party promoter compensation is not a factor in determining, nor does it adversely affect, the fee KAR charges for its investment management or advisory services. A conflict of interest exists with regard to clients referred to KAR by thirdparty promoters in that the third-party promoter is compensated by KAR for introducing investment advisory business to KAR, and the third-party promoter’s receipt of such compensation from KAR could influence the decision to recommend KAR in a way that is in conflict with the interests of the prospective client. This conflict of interest is mitigated by the requirement that KAR’s Form ADV Part 2A and other required disclosures be provided to the prospective client. With respect to KAR’s investment management of certain Irishdomiciled UCITS funds, KAR provides investment management services to such UCITS funds, and at its or its affiliates’ discretion and only where permitted by applicable law, can rebate, or cause to rebate, part or all of the investment management fees charged to any UCITS fund shareholder.KAR has relationships with certain consulting firms and other intermediaries that are designed to support KAR’s overall business needs. For example, KAR, from time to time, purchases products or services, such as investment manager performance data, from consulting firms. In compliance with applicable laws and regulations, KAR or an affiliate from time to time pay event attendance participation or other fees; underwrite educational, charitable or industry events; or provide gifts of value to, or at the request of, an organization or individual (including KAR affiliates) that, among other things: (i) promotes or mentions products or services of KAR or an affiliate in a particular program; (ii) provides KAR or an affiliate with access to financial advisors, brokers, employees, or other persons affiliated with financial services firms in order to provide training, marketing support, and educational presentations on products or services affiliated with KAR; and/or (iii) refers or has referred a client to KAR. KAR obtains products and/or services from consulting firms separate and apart from any recommendations made to clients for KAR’s investment services, and in doing so, often also provides cash or non-cash support for educational, training, marketing and other events sponsored by consulting firms and other intermediaries, subject to internal policies and regulatory restrictions. Additionally, certain affiliated or third-party institutions provide financial support for marketing, educational, and sales meetings of KAR or affiliates. From time to time, KAR or its affiliates also pay a fee to have information regarding KAR included in databases maintained by certain unaffiliated third-party data providers that in turn make such information available to their investment consultant clients. The payments and benefits described in this paragraph could give the firms receiving them and their personnel an incentive to favor KAR’s investment advisory services over those of firms that do not provide the same payments and benefits. Additionally, KAR or any of its affiliates enter into arrangements with, and/or make payments from their own assets to, intermediaries to enable access to Virtus mutual funds on platforms made available by such intermediaries. KAR or any of its affiliates also enter into arrangements with, and/or make payments from their own assets to assist such intermediaries to upgrade their existing technology systems or implement new technology systems or programs in order to improve the methods through which the intermediary provides services to KAR and its affiliates and/or their clients. Such arrangements or payments establish contractual obligations on the part of such intermediary to provide KAR’s or an affiliate’s fund clients with certain exclusive or

preferred access to the use of the subject technology or programs or preferable placement on platforms operated by such intermediary. The services, arrangements and payments described in this paragraph present conflicts of interest because they provide incentives for intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers to recommend, or otherwise make available, KAR’s or its affiliates’ strategies or Virtus mutual funds to their clients in order to receive or continue to benefit from these arrangements from KAR or its affiliates. The provision of these services, arrangements and payments described above by KAR or its affiliates is only to the extent permitted by applicable laws and regulations and is not dependent on the amount of Virtus mutual funds or strategies sold or recommended by such intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers. Sponsors of wrap programs are often directly or indirectly registered as an investment adviser under the Investment Advisers Act of 1940. Such wrap sponsors from time-to-time request that KAR directly or indirectly pay for some of a wrap sponsor’s marketing and advertising expenses, which also can include paying for certain incentive programs. Under these arrangements, KAR could be perceived to be sharing its fees with another investment firm and, separately, these types of payments create a conflict of interest because sponsors of wrap programs are incentivized to utilize KAR’s investment strategies. From time-to-time, KAR’s wealth advisory personnel may receive business entertainment from unaffiliated current and prospective thirdparty sub-advisers and sponsors of investment strategies or products that KAR makes available to its wealth advisory clients. Any such business entertainment shall be in accordance with KAR’s gifts and entertainment policies and procedures. When such a third-party provides such business entertainment, this can present a conflict of interest because it could lead to recommendation or use of these products and services over products that do not provide such business entertainment. This conflict of interest is mitigated by KAR’s manager due diligence processes and its risk tolerance guidelines in effect to seek to ensure clients’ overall portfolios are invested in accordance with clients’ specific financial situation and investment goals.

Participation in Fidelity Wealth Advisor Solutions ®. KAR participates in the Fidelity Wealth Advisor Solutions® Program (the “WAS Program”), through which KAR receives referrals from Strategic Advisers LLC (“Strategic Advisers”), a registered investment adviser and Fidelity Investments company. KAR is independent and not affiliated with Strategic Advisers or any Fidelity Investments company. Strategic Advisers does not supervise or control KAR, and Strategic Advisers has no responsibility or oversight for KAR’s provision of investment management or other advisory services. Under the WAS Program, Strategic Advisers acts as a third-party promoter for KAR, and KAR pays referral fees to Strategic Advisers for each referral received based on KAR’s assets under management attributable to each client referred by Strategic Advisers or members of each client’s household. The WAS Program is designed to help investors find an independent investment adviser, and any referral from Strategic Advisers to KAR does not constitute a recommendation or endorsement by Strategic Advisers of KAR’s particular investment management services or strategies. More specifically, KAR pays the following amounts to Strategic Advisers for referrals: the sum of (i) an annual percentage of 0.10% of any and all assets in client accounts where such assets are identified as “fixed-income” assets by Strategic

Advisers and (ii) an annual percentage of 0.25% of all other assets held in client accounts. In addition, KAR has agreed to pay Strategic Advisers an annual program fee of $50,000 to participate in the WAS Program. These fees are paid by KAR and not the client. To receive referrals from the WAS Program, KAR must meet certain minimum participation criteria, but KAR has been selected for participation in the WAS Program as a result of its other business relationships with Strategic Advisers and its affiliates, including Fidelity Brokerage Services, LLC (“FBS”). As a result of its participation in the WAS Program, KAR has a conflict of interest with respect to its decision to use certain affiliates of Strategic Advisers, including FBS, for execution, custody, and clearing for certain client accounts, and KAR could have an incentive to suggest the use of FBS and its affiliates to its advisory clients, whether or not those clients were referred to KAR as part of the WAS Program. Under an agreement with Strategic Advisers, KAR has agreed that it will not charge clients more than the standard range of advisory fees disclosed in its Form ADV 2A Brochure to cover referral fees paid to Strategic Advisers as part of the WAS Program. Pursuant to these arrangements, KAR has agreed not to solicit clients to transfer their brokerage accounts from affiliates of Strategic Advisers or establish brokerage accounts at other custodians for referred clients other than when KAR’s fiduciary duties would so require, and KAR has agreed to pay Strategic Advisers a one-time fee equal to 0.75% of the assets in a client account that is transferred from Strategic Advisers’ affiliates to another custodian; therefore, KAR has an incentive to suggest that referred clients and their household members maintain custody of their accounts with affiliates of Strategic Advisers. However, participation in the WAS Program does not limit KAR’s duty to select brokers on the basis of best execution.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of KAR or the integrity of KAR’s management. On July 16, 2018, KAR received notice from Norway’s financial regulator, the Financial Supervisory Authority of Norway (“Finanstilsynet”), that Finanstilsynet had levied a penalty against KAR equivalent to approximately $18,500 USD based on a finding that two notifications of large share ownership in a Norwegian company were not made in a timely manner under Norwegian law. On June 16, 2021, KAR received notice from Norway’s financial regulator, Finanstilsynet, that Finanstilsynet had levied a penalty against KAR equivalent to approximately $23,000 USD based on a finding that a notification of large share ownership in a Norwegian company was not made in a timely manner under Norwegian law.

KAR establishes a record-keeping account in its portfolio accounting system and order management system, as applicable, for each managed client account that includes information concerning the client’s investment objectives and guidelines. This information identifies such matters as overall investment strategy, asset allocation targets and cash distribution requirements, as well as any special portfolio restrictions. In the case of wrap programs where KAR serves as investment sub-adviser, the program sponsor maintains and provides KAR with electronic access to the information contained in client recordkeeping accounts because trading is conducted through the wrap sponsor’s trading platform. Generally, each account is invested using an approved model portfolio for the chosen strategy. Some direct client accounts are invested with adjustments to the model portfolio where directed by the client because of tax and other special circumstances. As a result, such accounts can be weighted differently or hold securities not in the model portfolio for a number of reasons, including how much of the security KAR already owns on behalf of its other investment advisory clients; these accounts will vary from the model for various reasons. Once initially invested, the account is regularly monitored for drift or variance from the model portfolio weightings and client guidelines. Where there are changes to model portfolios, such changes are implemented in clients’ accounts within a reasonable timeframe. These processes are conducted by our portfolio managers, portfolio management associates, investment adviser associates and wrap traders, as applicable. In its oversight capacity, KAR’s compliance department also performs periodic account reviews that can cover various items, including but not limited to comparing an account’s strategy and/or allocation to the account’s stated risk tolerance or objectives. KAR manages accounts on a discretionary basis and for those accounts has full authority in determining which securities are purchased and sold and when such purchases and sales are effected. As part of its routine rebalancing activities, KAR normally sells some or all of the securities in a client account after the initial receipt of the account or the deposit of additional securities into the account. Some securities are normally retained in the account to the extent that they are included in KAR’s model holdings for such an account or if requested by the client. The client is responsible for any tax liabilities that result from such transactions.

Error Correction Although KAR takes reasonable steps to avoid errors in our trading and operational processes, occasionally errors do occur. It is our policy that errors be identified and resolved promptly and in a manner consistent

For direct-fee accounts, KAR is available to meet with the client at least once a year or, in some cases, as often as quarterly if requested by the client. Account reviews are conducted with clients by an advisor, a client service representative, or with the assistance of client portfolio

managers, as appropriate. Wrap-fee accounts (both advisory and subadvisory) have access to the same personnel at their respective program sponsors. Direct accounts can be provided with (i) quarterly (in some cases, monthly) reports identifying holdings and performance and (ii) if taxable, annual reports identifying realized gains/losses, and interest and dividends received. Based upon the sponsor’s preference, wrap-program accounts (other than sub-advisory accounts) are provided quarterly reports identifying holdings and, for some programs, performance. KAR offers customized financial planning services to clients of its wealth advisory business that can include retirement and cash-flow planning, risk management, estate and wealth transfer planning , charitable gifting solutions, and general tax planning. The nature of the Firm’s financial planning services means that the Firm typically doesn’t conduct ongoing reviews of such financial plans unless specifically requested by the client or when the client’s advisor and the client mutually determine to do so. In the event that KAR undertakes to review financial plans on an ongoing basis, the advisor assigned to such client conducts such reviews in consultation with KAR’s financial planning team.

KAR’s investment management clients’ assets are held at unaffiliated qualified custodians, and KAR reasonably believes that such qualified custodians send our investment management clients an account statement on at least a quarterly basis. For those clients who have authorized KAR to deduct advisory fees directly from their custodian account(s), KAR is deemed to have custody of such clients’ funds and securities in that account under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, solely as a consequence of such authority to make withdrawals from such clients’ accounts to pay such advisory fees, even though KAR does not hold these assets. Clients should receive statements on at least a quarterly basis from the broker-dealer, bank or other qualified custodian that holds and maintains client investment assets. KAR urges clients to carefully review such statements and compare such official custodial records to the account statements that KAR provides to clients under separate cover. KAR’s statements can vary from custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities.

KAR generally has full discretion to buy and sell securities without prior client approval under its investment advisory agreements with its clients, and in such capacity, KAR holds a limited power of attorney to act without prior consultation as its clients’ investment adviser in its investment advisory agreements. KAR exercises its investment discretion consistent with its fiduciary duties and investment philosophy, as well as any investment guidelines or restrictions

imposed by client and accepted by KAR. KAR does not advise clients for a fee with respect to (i) holdings outside their managed accounts or (ii) holdings in their managed accounts which are designated as unsupervised at the direction of or with notice to the client.

Summary of Proxy Voting Policy KAR has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of our clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940. The principles for voting proxies are as follows: 1. The Firm votes all proxies to, in its opinion, maximize shareholder value, which is defined as long-term value through dividend and price appreciation. In addition, the Firm’s investment philosophy is to purchase “quality” companies for the portfolios of its clients. One of the four main criteria for “quality” is excellence in management. Hence, the Firm tends to vote non-shareholdervalue issues in alignment with management’s recommendations if there is no conflict with shareholder value. For example, “poison pills” and other anti-takeover measures are not supported, even if recommended by management. 2. To assist in analyzing proxies, KAR subscribes to Institutional Shareholder Services (“ISS”), an unaffiliated third-party corporate governance research service that provides in-depth analyses of shareholder meeting agendas and vote recommendations. KAR reviews and approves the ISS Proxy Voting Guidelines and follows its recommendations on most issues brought to a shareholder vote. In certain circumstances, including where KAR in good faith believes that an ISS recommendation would be to the detriment of our investment clients, KAR will override an ISS recommendation. At least two members of KAR’s Risk and Compliance Committee approve an override on such basis. Additionally, KAR utilizes ISS to vote proxies on its behalf pursuant to the ISS Proxy Voting Guidelines. Absent any special circumstance, the Proxy Voting Guidelines are followed when voting proxies.

Class Actions Securities held in client accounts may from time to time be subject to securities class action lawsuits. A class action is a civil proceeding brought on behalf of investors who allege harm in connection with a particular security. Court‑approved notices describing the claims, eligibility requirements, and legal rights of security holders are generally required to be distributed by the client’s broker, custodian, nominee, or a claims administrator. KAR does not custody client assets or hold securities on behalf of clients and, therefore, does not distribute or forward class action notices to clients, even if KAR receives notice of a class action. Participation in a class action involves legal rights and considerations specific to the security holder. KAR does not provide legal advice and does not advise clients regarding whether to participate in any class action or settlement. Because clients are the beneficial owners of the securities in their accounts, and because KAR may not be aware of transactions effected outside of accounts it manages, KAR does not file class action claims on behalf of clients. Clients are responsible for obtaining necessary transaction information, generally from their custodian, to submit a proof of claim. Upon request, KAR may, on a best‑efforts basis, provide transaction information it maintains for the client’s account to the extent still required to be retained under applicable law.

KAR is required in this Item to provide you with certain financial information or disclosures about our financial condition. KAR currently has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to its clients and KAR has not been the subject of a bankruptcy proceeding at any time during the past ten years.

3. KAR is occasionally subject to conflicts of interest in the voting of proxies because of business or personal relationships it maintains with persons having an interest in the outcome of specific votes. KAR and its employees also occasionally have business or personal relationships with other proponents of proxy proposals, participants in proxy contests, corporate directors or candidates for directorships. If, at any time, the responsible voting parties become aware of any type of potential conflict of interest relating to a particular proxy proposal, they are to promptly report such conflict to the chief compliance officer under the Firm’s conflict of interest reporting policies. Conflicts of interest are handled in various ways depending on the type and materiality, but KAR seeks to avoid and mitigate such conflicts of interest as much as possible when carrying out its business, including with respect to its proxy voting activities. KAR’s current Proxy Voting Policy and Guidelines are posted on the public section of the Firm’s website, www.kayne.com. For a copy of the policy or guidelines and inquiries regarding how a specific proxy proposal was voted, please contact Compliance at 800.231.7414 or compliance@kayne.com.

March 2026

FACTS

WHY?

WHAT DOES KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include:

WHAT?

HOW?

Social Security number and investment experience Account balances and assets Risk tolerance and transaction history

All financial companies need to share clients personal information to run their everyday business. In the section below, we list the reasons financial companies can share their clients’ personal information; the reasons Kayne Anderson Rudnick Investment Management, LLC (“KAR”) chooses to share; and whether you can limit this sharing.

Reasons We Can Share Your Personal Information

Does KAR Share?

Can You Limit This Sharing?

For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes – to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We do not share

For our affiliates’ everyday business purposes – information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes – information about your creditworthiness

No

We do not share

For our affiliates to market to you

No

We do not share

For non-affiliates to market to you

No

We do not share

Questions? Call +1-800-231-7414 or e-mail Compliance@kayne.com

Who We Are Who is providing this notice?

Kayne Anderson Rudnick Investment Management, LLC (“KAR”)

What We Do How does Kayne Anderson Rudnick protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Kayne Anderson Rudnick collect my personal information?

We collect your personal information, for example, when you Open an account or give us your contact information Seek advice about your investments Enter into an investment advisory contract Tell us about your investment or retirement portfolio

Why can’t I limit all sharing?

Federal law gives you the right to limit only Sharing for affiliates’ everyday business purposes—information about your creditworthiness Affiliates from using your information to market to you Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our affiliates include companies such as: AlphaSimplex Group, LLC; Ceredex Value Advisors LLC; Duff & Phelps Investment Management Co.; Keystone National Group, LLC; NFJ Investment Group LLC; SEIX CLO Management LLC; Silvant Capital Management LLC; Virtus International Fund Management Limited; Virtus International Management, LLP; Sustainable Growth Advisers LP; Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Alternative Investment Advisers, LLC; Virtus Capital Advisers, LLC; Virtus Fixed Income Advisers, LLC; Virtus Advisers, LLC; Virtus Fund Services, LLC; Virtus Global Partners PTE. Ltd.; Virtus Investment Advisers, LLC; Virtus Investment Partners, Inc.; Virtus Partners, Inc.; Virtus Shared Services, LLC; VP Distributors, LLC; and Zevenbergen Capital Investments LLC.

Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies. • KAR does not share with non-affiliates so they can market to you.

Joint Marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • KAR does not jointly market.

Questions? Call +1-800-231-7414 or e-mail Compliance@kayne.com

Other Important Information

For California Residents Only In addition to our Privacy Policy, the below notice is provided solely to certain California residents who are clients of KAR. To the extent that the California Consumer Privacy Act (“CCPA”), as amended by CPRA applies, you have the right to know what personal information we intend to collect or have collected about you and why. For clients of KAR this information is provided in our Privacy Notice, above. The CCPA also provides you the right to request access to specific pieces of information we have collected from you. You have the right to request correction of inaccurate information that we maintain about you. You also can request that we delete personal information about you. You can contact our Compliance Department at 1-800-231-7414 or email Compliance@kayne.com if you wish to make any of these requests. It is important to note, however, that the CCPA does not apply to all businesses, nor does it apply to personal information maintained by financial services firms that is covered under certain exemptions described in the CCPA, and as such, the CCPA will typically not apply to KAR’s clients. If we do not delete certain items of personal information because we have a legal right or obligation to retain that information, we will notify you of that. Further, if we do not delete certain items of personal information because we have a legal right or obligation to retain that data, we will delete that information at such later time that we no longer have a legal right or obligation to retain that information upon such a request. At this time, we do not sell personal data or share personal data for purposes of cross-context advertising. We are not required under CCPA to provide information to you about our collection of your personal information or our sale or disclosure of personal information about you more than twice within a 12-month period. Additionally, we are permitted to refuse to honor unfounded or excessive repetitive requests to us or charge a reasonable administrative fee for honoring those requests, and in either case, will notify you of any such decision. We will not discriminate against you for making a rights request under California law. You have the right to appeal any decision regarding your rights and can do that by contacting us as described above.

Questions? Call +1-800-231-7414 or e-mail Compliance@kayne.com

ERISA 408(b)(2) Disclosure Guide To Services and Compensation for ERISA Accounts Advised by Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson Rudnick”) The following is a guide to important information that you should consider in connection with the services to be provided by Kayne Anderson Rudnick to your ERISA account(s). Should you have any questions concerning this guide or the information provided to you concerning our services or compensation, please do not hesitate to contact Compliance at phone number +1-800-231-7414 or email address compliance@kayne.com.

Required Information

Location(s)

Description of the services that Kayne Anderson Rudnick will provide to your plan

These can be found in Kayne Anderson Rudnick’s Form ADV, Part 2A under Advisory Business.

A statement concerning the services that Kayne Anderson Rudnick will provide as an ERISA fiduciary and a registered investment adviser

These can be found in your Investment Advisory Agreement with us or in Kayne Anderson Rudnick’s Form ADV, Part 2A under Advisory Business.

Direct Compensation Kayne Anderson Rudnick will receive from your Plan

Information regarding compensation Kayne Anderson Rudnick will receive from your plan can be found in your Investment Advisory Agreement with us. A description of our fees and compensation can also be found in Kayne Anderson Rudnick’s Form ADV, Part 2A under Fees and Compensation.

Indirect Compensation Kayne Anderson Rudnick will receive from other parties that are not related to Kayne Anderson Rudnick Compensation Kayne Anderson Rudnick will receive if you terminate this service agreement

Indirect compensation information can be found in your Investment Advisory Agreement of your Investment Advisory Agreement with us and in Form ADV, Part 2A under Brokerage Practices and Client Referrals and Other Compensation. Information regarding compensation paid upon termination of your account can be found in your Investment Advisory Agreement with us. It can also be found in Form ADV, Part 2A under Fees and Compensation.

The manner in which the Plan is billed

Information regarding the manner in which your Plan is billed can be found in your Investment Advisory Agreement with us. It can also be found in Kayne Anderson Rudnick ’s Form ADV, Part 2A under Fees and Compensation.

The cost to your Plan or record keeping services

Not Applicable. Kayne Anderson Rudnick is not a record keeper or administrator to your Plan.

Updated: March 2026

Questions? Call +1-800-231-7414 or e-mail Compliance@kayne.com