NOMURA ASSET MANAGEMENT U.S.A. INC.

A. Firm Description Nomura Asset Management U.S.A. Inc. (“NAM-USA”, “firm”, “we”, “us”, or “our”) provides investment management services to clients. NAM-USA is a wholly owned subsidiary of Nomura Asset Management Co., Ltd. (“NAM-Tokyo”). NAM-Tokyo is one of the largest asset management firms in Japan. NAM-Tokyo is wholly owned by Nomura Holdings, Inc. (“NHI”), a Japanese public company. NAM-USA is organized as a New York corporation and, through a predecessor firm, has been registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) since 1976. When providing investment advice to clients domiciled in Canada, we do so in reliance on Canada’s International Adviser Exemption. B. Description of Advisory Services

NAM-USA offers discretionary investment management services to institutional clients such as corporate pension plans, private funds, U.S. registered investment companies and non-U.S. pooled investment vehicles. For all client accounts, we delegate investment discretion and trading authority to one or more affiliates, either through sub-advisory or participating affiliate arrangements (see Item 10 below).

NAM-USA offers long only global and international equity strategies. Equity securities include, but are not limited to, common and preferred stock, warrants, rights, depository receipts, real estate investment trusts, limited partnership trusts, membership interests in limited liability companies, shares of fund vehicles, and equity related instruments and derivatives. In addition, these strategies will trade in foreign exchange, including spot trades and/or foreign exchange forwards. Our advice is limited to these investments. Clients should understand that due to the volatile nature and risks involved when investing in these types of securities, the actual return and value of a client’s account may fluctuate at any point in time and be worth more or less that the amount originally invested. Additionally, NAM-USA provides fund administration support and client service support to several affiliates. C. Availability of Customized Services to Individual Clients

NAM-USA will tailor the advisory services for clients based on their particular needs, such as financial goals, risk tolerance, and other factors unique to the client’s particular circumstances including regulatory restrictions. NAM-USA will also accept reasonable restrictions for managing client accounts which restrict or prohibit investment in certain securities or asset classes. These restrictions must be in writing. Clients should be aware, however, that certain restrictions may limit our ability to act and as a result an account’s performance may differ from and may be less successful than other accounts within the same strategy that do not limit our discretion. Where NAM-USA is the investment adviser/manager to a pooled investment vehicle, the investment objectives, guidelines and any investment restrictions followed are those of the vehicle (as described in its prospectus or other relevant offering document) and are not tailored to the needs of individual investors in those vehicles.

D. Wrap Accounts NAM-USA does not provide portfolio management services in connection with any wrap fee programs. E. Assets Under Management As of March 31, 2026

USD Assets Under Management

USD Regulatory Assets Under Management

Assets Managed on a Discretionary Basis

$1,008,711,314

$1,008,711,314

Total Assets

$1,008,711,314

$1,008,711,314

Assets Managed on a Non-Discretionary Basis

$0

$0

A. Advisory Fees and Compensation NAM-USA’s investment management fees generally depend on the services provided and are typically expressed as a percentage of net assets under management. Fee arrangements are based on a number of different factors including, but not limited to: investment mandate, services performed, client relationship and account size. To the extent permitted by law, NAM-USA may also charge a performance fee. NAM-USA’s fee schedules are omitted because this brochure is delivered only to qualified purchasers as defined in the Investment Company Act of 1940, as amended. B. Payment of Fees

The specific manner in which NAM-USA charges fees is established in the client’s written agreement with NAM-USA. NAM-USA generally bills its fees on a quarterly basis, although fees for various fund vehicles are often paid monthly. Clients may elect to be billed in advance or in arrears. We do not directly debit fees from client accounts. Institutional Separate Accounts

We receive asset-based management fees from our clients. All management fees are subject to negotiation. Fee structures may be modified where a new account is expected to grow rapidly, where a relationship already exists with a current client or where the client retains NAM-USA to provide services with respect to multiple investment mandates.

The differing levels of basic fees across investment types take into account such factors as the degree of investment management activity, the nature of the discretionary or non-discretionary services provided, and the types of investment guidelines and restrictions imposed upon the management of the accounts. In addition, there may be specialized investment strategies with individualized fee arrangements in place as well as historical fee schedules with long-standing clients that may differ from those applicable to new client relationships. We may, in our sole discretion, reduce and/or waive management fees for a client at any time.

Our services may be terminated pursuant to the provisions of each advisory contract. The termination provisions of any particular contract are subject to negotiation. If a client pays fees in advance, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement.

U.S. Registered Funds

NAM-USA receives asset-based management fees from its SEC-registered investment company clients as described in the relevant fund’s shareholder report or other organizational documents.

NAM-USA also serves as investment adviser to an SEC-registered investment company that pays additional compensation to NAM-USA on the basis of a share of the capital gains upon, and the capital appreciation of, the fund’s assets (a “performance fee.”). The performance fee is paid annually. Please see Item 6 below for further discussion on performance fees. Other Pooled Investment Vehicles

NAM-USA has acted as sub-adviser to offshore collective investment vehicles. Our fees for such services are based on each investment vehicle’s particular circumstances. NAM-USA will receive an asset-based management fee from the vehicles as set forth in the prospectus or other relevant documentation for each fund.

If you invest in a pooled investment vehicle that we manage under a direct or a sub-advisory arrangement, please refer to the fund’s prospectus, offering memorandum, subscription agreement, shareholder report and other offering documents for additional/supplementary information on the fund, including its fees and expenses. C. Additional Fees and Expenses

Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes. SEC registered investment companies and other collective investment vehicles also charge internal operational fees, which are disclosed in a fund’s prospectus or shareholder report. D. Prepayment of Fees

Clients may pre-pay fees pursuant to their investment management agreement. E. Additional Compensation and Conflicts of Interest Underlying Fund Fees

NAM-USA may invest client assets in money market funds, exchange traded funds or other types of pooled investment vehicles managed by our affiliates or by a third party. In addition to NAM-USA’s asset-based management fee and any performance fee paid, clients will also incur, relative to investments in fund vehicles, normal expenses and advisory fees imposed by the funds held in the account as well as other fees charged by the vehicle, if any.

Compensation received by NAM-USA and our affiliates related to various services to pooled investment vehicles generally will be retained by NAM-USA and its affiliates. Except to the extent required by applicable law, we are not required to offset such compensation against fees and expenses the client may otherwise owe to NAM-USA or its affiliates. Investment Management by Sub-Advisers and Participating Affiliates

We appoint one or more of our affiliated investment managers to serve as sub-adviser or participating affiliate for all client accounts. Personnel at the sub-advisers and participating affiliates are responsible for day-to-day management of NAM-USA client accounts.

NAM-USA conducts regular due diligence on these sub-advisers and participating affiliates, including monitoring ongoing compliance with investment guidelines and applicable regulations. Our affiliated subadvisers and participating affiliates have implemented policies and procedures, including brokerage procedures and trade allocation policies, designed to address the conflicts associated with managing multiple accounts for multiple clients. NAM-USA's goal is to provide high quality investment services to all of its clients, while meeting our fiduciary obligation to treat all clients fairly.

Clients are encouraged to review the sub-adviser's Form ADV Part 2A, to the extent applicable, for important information relating to the sub-adviser's professionals, services and associated advisory fees.

A. Methods of Analysis and Investment Strategies NAM-USA offers several global and international equity strategies to its clients and in doing so, the firm’s affiliated sub-advisers and participating affiliates may invest in the following equity or equity-related securities or instruments: common stock, preferred stock, real estate investment trusts (“REITs”), depository receipts, warrants, rights, restricted shares, investment company securities and Rule 144 securities. Investments will be exchange-traded or traded over-the-counter. Certain investments may be in the securities of smaller and less seasoned issuers. The sub-advisers and participating affiliates utilize an investment approach that combines a top-down and bottom-up analysis, with a bias towards bottom-up stock selection. All such sub-advisers and participating affiliates use a team approach with a focus on country and/or sector analysis.

A broad range of equity strategies, are offered including “core”, “growth”, multi-thematic, and “small cap”. The investment approach of the “core” strategy combines a “bottom-up”, relative value approach with rigorous fundamental research on individual stocks and a “top-down” overlay. The investment process is designed to add value in all market conditions over a medium-to long-term time horizon. The “growth” strategy focuses on return-on-equity (“ROE”) level and its sustainability with fundamental strength. The growth fund management team identifies companies which have the ability to achieve and sustain higher level of ROE than the market average over the long term, as well as to maintain effective business strategies, management capabilities and competitive advantages relative to their peers.

The “multi-thematic” strategy is a concentrated, unconstrained global equity fund that uses a top down multithematic approach to identify attractive high return growth stocks with an active split between long term and short term themes. We also offer strategies focusing on specific capitalization ranges (i.e., small cap) based on a bottom up stock selection approach. In addition, our affiliated sub-advisers and participating affiliates sometimes utilize quantitative databases and screening systems to complement their portfolio construction and stock selection process. The implementation of certain strategies for certain client accounts may involve frequent trading of securities. Although bottom-up factors are emphasized in their investment approach, portfolios of some strategies are constructed within guidelines defined by top-down analysis. In this way, the affiliated sub-advisers and participating affiliates are able to combine both top-down and bottom-up views in their decision making process.

We perform regular due diligence over our sub-advisers and participating affiliates. This oversight process includes monitoring ongoing compliance with investment guidelines and other legal requirements.

Equity strategies offered to our North American clients and prospects include, but are not limited to, the following: Asia

Global/International Japan

Asia Pacific excluding Japan; Asia Pacific including Japan; High Conviction; Country Specific EAFE, Global Multi-Thematic, Global Sustainable Equity, Global High Conviction

Core; Growth; High Conviction; Small Capitalization; Dual Alpha/Advanced Alpha

Please Note: Investing in securities involves risk of loss that clients should be prepared to bear. Clients should understand that due to the volatile nature and risks involved when investing in these types of securities, the actual return and value of a client’s account may fluctuate and at any point in time be worth more or less than the amount originally invested. Past performance is not indicative of future results. There is a risk of loss. B. Material, Significant or Unusual Risks Relating to Investment Strategies

The following is a summary of some of the material risks associated with the investment strategies and variety of investments employed by NAM-USA’s affiliated sub-advisers and participating affiliates. This summary does not attempt to describe all of the risks associated with any investment.

Although no summary can fully describe all of the associated risks, the prospectus or offering memorandum for funds managed by NAM-USA contains a more complete description of the risks associated with an investment in the particular vehicle. If you invest in a fund vehicle that we manage or sub-advise, please refer to the fund’s offering memorandum, subscription agreement and other offering documents for additional risk information.

The value of portfolios that NAM-USA manages may fall as well as rise, and the investor may not receive the full amount originally invested. The investment risks vary between different types of investments. In the case of a higher volatility portfolio the loss on realization or cancellation may be very high (including total loss of investment) as the value of such an investment may fall suddenly and substantially.

Risks Generally Associated with all Investment Strategies

Counterparty Risk A client account may be exposed to the credit risk of counterparties with whom it trades and may also bear the risk of settlement default involving custodians.

Cybersecurity Risk With the increased use of technologies such as the Internet to conduct business, a portfolio is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to, gaining unauthorized access to digital systems, and misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of-service attacks on websites. Cybersecurity risks have increased due to the increasing use of hybrid working arrangements and external ransomware attacks that are impacting company supply chains. Cybersecurity failures or breaches by a third party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents.

Use of Participating Affiliates/Affiliated Sub-Advisers We only engage participating affiliates and sub-advisers who are affiliated with us. There is a risk that our evaluation or oversight of a participating affiliate or an affiliated sub-adviser would be less objective or less thorough than that of an unaffiliated entity.

We are dependent on each participating affiliate’s and sub-adviser’s infrastructure and processes and may fail to identify existing weaknesses in a participating affiliate’s and sub-adviser’s compliance or operational infrastructure, or existing material regulatory, financial or other operational issues at the participating affiliate and sub-adviser. There is also a risk that, despite our efforts to monitor each participating affiliate and sub-adviser, a participating affiliate and sub-adviser will develop significant weaknesses in its compliance or operational infrastructure that could lead to a material adverse event, or will develop material regulatory, financial or other operational issues. Public Health Risk Client accounts could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises, including the COVID-19 pandemic. Public health crises such as the COVID-19 pandemic, together with any containment or other remedial measures undertaken or imposed, could have a material and adverse effect on client accounts and their investments.

Key Personnel Risk The success of a client account may rely on certain key personnel at our participating affiliates and affiliated sub-advisers. The departure of any of such key personnel or their inability to fulfill certain duties may adversely affect the ability of a participating affiliate and sub-adviser to effectively implement the investment programs of client accounts.

Liquidity Risk Liquidity risk exists when particular investments are difficult to purchase or sell. A client’s account may, at any given time, include securities and other financial instruments or obligations which are very thinly traded or for which no market exists or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and such investments may be extremely difficult to value with any degree of certainty. Further, due to potential limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, an account may be unable to achieve its desired level of exposure to a certain sector.

Inflation Risk Inflation risk is the risk that inflation and rapid fluctuations in inflation rates will have negative effects on economies and financial markets. Inflation has the potential to increase the cost of fuel, energy, labor, and raw materials, cause supply chain shortages, and adversely affect consumer spending, economic growth, and the operations of issuers. Past governmental efforts to reduce inflation have involved drastic economic measures that have had a material adverse effect on the level of economic activity in the countries where such measures were employed, and similar governmental efforts could be taken in the future to reduce inflation and could have similar effects. Market Risk The profitability of a significant portion of a client’s account depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that we will be able to predict accurately these price movements.

Portfolio Turnover/Frequent Trading Risk Portfolio turnover is a change in the securities held by an account. Higher portfolio turnover is a result of frequent trading and involves corresponding greater expenses to an account, including brokerage commissions or dealer markups and other transaction costs on the sale and reinvestment of securities. In addition, frequent trading is likely to result in short-term capital gains tax treatment. As a result, the trading costs and the tax risk associated with portfolio turnover may adversely affect an account’s performance.

Risks Generally Associated with Equity Investments

Equity Securities Risk The value of a company’s equity securities may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company’s products or services. The value of an equity security may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s equity securities may also be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates or adverse circumstances involving the credit markets. In addition, because a company’s equity securities rank junior in priority to the interests of bond holders and other creditors, a company’s equity securities will usually react more strongly than its bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. To the extent a client account invests in equity-related instruments it will also be subject to these risks.

Growth and Value Investing Risk Sub-advisers will invest in equity securities of companies that their portfolio managers believe will experience relatively rapid earnings growth (growth securities) or that portfolio managers believe are selling at a price lower than their true value (value securities). Growth securities typically trade at higher multiples of current earnings than other securities. Therefore, the value of growth securities may be more sensitive to changes in current or expected earnings than the value of other securities. Companies that issue value securities may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. If a portfolio manager’s assessment of a company’s prospects is wrong, or if the market does not recognize the value of the company, the price of its securities may decline or may not approach the value that the portfolio manager anticipates.

Smaller Companies Risk The general risks associated with investing in equity securities are particularly pronounced for securities of companies with smaller market capitalizations (and, to a greater extent, less seasoned companies). These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity. Companies with medium-sized market capitalizations also have substantial exposure to these risks.

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NAM-USA generally offers investment management services to corporate and public pension plans, U.S. registered investment companies, private funds and other U.S. and international institutions. NAM-USA has a minimum initial account size of $10 million for institutional separate accounts. Fund vehicles managed or sub-advised by NAM-USA impose their own minimums regarding investment size and subscription amounts.

All of our discretionary client accounts pay an asset-based management fee. As discussed in Item 5 above, certain client accounts also pay performance fees. These arrangements are only with “qualified clients” as defined under Rule 205-3(d) under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

In addition to reserving the right to negotiate and charge different management fees for accounts based on client specific needs and goals, as noted in Item 5, NAM-USA also reserves the right, in its sole discretion, subject to applicable law, to negotiate and charge performance-based fees or include a performance-based component to any of its fee structures.

Side-by-side management by NAM-USA of U.S. registered investment companies and non-U.S. registered funds, and managed accounts may raise potential conflicts of interests, including conflicts associated with the differences in fee structures of such products. Performance-based fee arrangements may create an incentive for NAM-USA to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. These fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities.

Portfolio managers at our affiliated sub-advisers and participating affiliates who manage assets for NAM-USA clients manage portfolios for other clients. The portfolios managed by portfolio managers may have investment objectives, strategies and risk profiles that differ from each other. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations applicable to that portfolio. Consequently, the portfolio managers may purchase securities for one portfolio and not another portfolio. Securities purchased in one portfolio may perform differently than the securities purchased for another portfolio. Our affiliated sub-advisers and participating affiliates have implemented policies and procedures, including brokerage procedures, and trade allocation policies and procedures, designed to address the conflicts associated with managing multiple accounts for multiple clients. NAM-USA’s goal is to provide high quality investment services to all of its clients, while meeting our fiduciary obligation to treat all clients fairly. NAM-USA monitors a variety of areas, including compliance with applicable laws and regulations, investment guidelines and compliance with NAM-USA's Code of Ethics. See Item 11 “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” and Item 12 “Brokerage Practices.”

A. Broker-Dealer Registration Status NAM-USA is not registered and does not have an application pending as a securities broker-dealer.

B. Futures Commission Merchant, Commodity Pool Operator (“CPO”), or Commodity Trading Advisor (“CTA”) Registration Status NAM-USA is exempt from registering as a commodity pool operator and commodity trading adviser. C. Material Relationships or Arrangements with our Investment Adviser Affiliates

NAM-Tokyo serves as sub-adviser for client accounts managed by NAM-USA. NAM-Tokyo is registered as an investment adviser with the SEC. To the extent that NAM-USA delegates investment management to affiliated sub-advisers or uses a participating affiliate, NAM-USA and its affiliates retain a greater amount of the total fees than if NAM-USA had utilized an unaffiliated investment adviser. Accordingly, there may be a potential conflict of interest in delegating to our affiliates.

To the extent NAM-USA delegates its advisory or other functions to affiliates that are registered with the SEC as investment advisers, a copy of the brochure of each such affiliate is available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients upon request. Clients seeking more information about any of these affiliates should contact NAM-USA.

In providing advisory services to certain clients, NAM-USA uses the resources of its advisory affiliate, Nomura Asset Management Taiwan Ltd. (“NAM Taiwan”). NAM Taiwan is not registered as an investment adviser under the Advisers Act. Rather, NAM Taiwan provides services to one or more US clients of NAM-USA under a participating affiliate agreement with NAM-USA. These services include portfolio management, research and trading services. NAM Taiwan employees who provide such services are considered "associated persons" of NAM-USA within the meaning of Section 202(a)(17) of the Advisers Act. In connection with its provision of services to NAM-USA, NAM Taiwan has appointed NAM-USA to be its agent for service of process. Under the participating affiliate agreement, NAM Taiwan has agreed to submit to the jurisdiction of U.S. courts for actions arising under U.S. securities laws or the securities laws of any state in connection with any of the following for US clients: (1) investment advisory activities; (2) related securities activities arising out of or relating to any investment advisory provided by the NAM Taiwan through NAM-USA; and (3) any related transactions. Any civil suit or action or administrative proceeding brought against NAM Taiwan or in which NAM Taiwan has been joined as a defendant or respondent may be commenced by service of process upon NAM-USA. If NAM-USA ceases, in the future, to serve as agent, a successor agent will be appointed in accordance with SEC guidance in effect at the time. NAM Taiwan will provide to the SEC or its staff, pursuant to an administrative subpoena or request for voluntary cooperation, any and all books and records required to be maintained and any documents in accordance with SEC guidance.

Both NAM-Tokyo and NAM Taiwan manage other client accounts with investment strategies similar to those of NAM-USA clients. As a result, these affiliates may give advice or take action with respect to NAM-USA client

accounts that differs from advice or actions taken for their other client accounts with similar strategies. NAMUSA client accounts and affiliate client accounts with similar strategies may not hold the same securities or achieve the same performance. These affiliates may recommend or invest in the same securities as NAM-USA clients, potentially resulting in different allocations or performance outcomes. Investment activities of these affiliates could adversely affect the prices and availability of securities for NAM-USA clients. NAM-USA’s President serves on the Board of Directors of Nomura Corporate Research Asset Management Inc., an investment adviser registered with the SEC. The President of Nomura Investment Management Business Trust (“NIMBT”), an investment adviser registered with the SEC, serves on the Board of Directors of NAM-USA.

D. Investment Company Affiliates

NAM-USA serves as investment adviser to the Japan Smaller Capitalization Fund, Inc. and The Taiwan Fund, Inc. The funds are SEC-registered closed-end management investment companies listed on the New York Stock Exchange. E. Affiliated Broker-Dealers

Clients may permit sub-advisers or participating affiliates to execute trades with affiliated broker-dealers. F.

Other Affiliated Arrangements

Nomura Holding America Inc. (“NHA”) or and its subsidiaries provide certain services to NAM-USA, which includes compliance, accounting, internal audit, business continuity planning, electronic data processing, employee benefit plan and personnel administration, insurance, legal, management and financial reporting, occupancy, project management, tax, transportation and treasury. In addition, Nomura may have ownership interests in trading venues and exchanges which may provide financial incentives to recommend brokers to clients who use these venues or exchanges for the execution of client trades. NAM-USA receives marketing and client service support from its affiliate, Nomura Capital Management LLC (NCM). NCM is registered as an investment adviser with the SEC. G. Material Conflicts of Interest Relating to Other Investment Advisers

See Item 10.C above for a discussion of relationships that NAM-USA has with other affiliated investment advisers. NAM-USA does not recommend or select non-affiliated investment advisers.

A. Code of Ethics As an investment adviser and a fiduciary to its clients, we place our clients’ interests first and foremost. However, NAM-USA employees may buy or sell securities for their own accounts that the firm buys or sells for its clients’ accounts. We understand that this could create a conflict of interest, where the employee’s interest may be at odds with the interest of our clients. To mitigate the appearance of or actual conflict, NAMUSA has adopted a Code of Ethics (“Code”) with which all supervised persons must comply. Standards of Conduct

The following is a summary of the Code’s core principles and applies to all supervised persons within our firm: •

• • • • •

• •

Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, and prospective clients; Place the interests of clients first and above one’s own personal interests; Adhere to the fundamental standard that you should not take inappropriate advantage of your position, even if clients are not harmed; Conduct all personal securities transactions in a manner consistent with the Code; Avoid actual and potential conflicts of interest; Preserve the confidentiality of clients’ security holdings and transactions, financial circumstances and other client information that has been obtained within the scope of the manager-client relationship; Do not participate in any business relationship or accept gifts that could reasonably be expected to affect one’s independence, objectivity, or loyalty to clients; and Comply with applicable provisions of the U.S. federal securities laws.

All of our supervised persons must acknowledge the terms of the Code, upon joining NAM-USA, annually, and as the Code is amended.

Clients, or prospective clients, may, upon request, receive a copy of NAM-USA’s Code by contacting their client service representative or by calling the Compliance Department at (212) 667-1414 or via postal request addressed to: Attention: Chief Compliance Officer Worldwide Plaza 309 West 49th Street New York, New York 10019

B. Securities that NAM-USA or a Related Person Has a Material Financial Interest From time to time, NAM-USA or any related person or any of their respective employees may have a known financial interest in securities owned by or recommended to clients of NAM-USA. For example, such parties may (1) purchase interests in funds or other private investment vehicles managed by NAM-USA or its related persons or (2) invest in registered investment companies advised or sub-advised by NAM-USA or its related persons. Potential conflicts could also occur if NAM-USA engages in transactions with any entities which hold significant interests in Nomura. Any such transactions will be conducted in compliance with the requirements of the Advisers Act and the Investment Company Act of 1940, as applicable. C. NAM-USA or a Related Person May Invest in Same or Related Securities

From time to time, NAM-USA or any related person or any of their respective employees or principals, may invest in the same securities owned by or recommended to clients of NAM-USA. NAM-USA is not obligated to recommend, buy or sell, or take any short position with respect to, or to refrain from recommending, buying or selling or taking any short position with respect to, any security that NAM-USA, its affiliates or their respective access persons, as defined by the Advisers Act, may buy or sell for its or their own account or for the accounts of any other client. In addition, NAM-USA is not obligated to seek information or to make available to or share with any client any information, investment strategies or investment opportunities developed or used in connection with other clients, and NAM-USA may act on the basis of such information for certain portfolios in a manner that may have an adverse effect on other portfolios. NAM-USA has adopted policies and procedures relating to personal securities transactions and insider trading that are designed to mitigate actual conflicts of interest.

Under NAM-USA’s Code, NAM-USA’s employees are required to disclose their brokerage accounts, obtain preclearance for most securities transactions prior to execution, are subject to a seven day blackout restriction which prohibits them buying or selling a security within seven calendar days before and after the same security is traded for an advisory account (subject to exemptions), and are also required to hold certain securities for a period of 15 days before they are able to sell. Employees are permitted to invest in equity securities of issuers whose fixed income securities may be held in client portfolios. The Code requires all employees and certain non-employees (as applicable) to submit quarterly reports of transactions in accounts in which they or certain family members living in their household have beneficial interest and annually certify to their holdings. The Code also addresses issues such as market timing, late trading, service on boards of directors and outside business activities. Material, Non-Public Information and Insider Trading

From time to time, NAM-USA personnel may come into possession of material, non-public information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, NAM-USA personnel are prohibited from improperly disclosing such information, or using such

information, for their personal benefit or for the benefit of a client, which could limit the ability of clients to buy, sell or hold certain investments. NAM-USA shall have no obligation or responsibility to disclose, or use such information for the benefit of any person, including clients.

NAM-USA has established “Information Barrier” procedures and other policies that prohibit the misuse of such information. Nomura may make decisions or take (or refrain from taking) actions with respect to investments of the kind held by NAM-USA clients that may be adverse NAM-USA clients.

In addition, NAM-USA and its affiliates maintain one or more restricted lists of issuers whose securities are subject to certain trading prohibitions, NAM-USA personnel may be restricted from trading in an issuer’s securities if the issuer is on a restricted list or if we otherwise have material, non-public information about the issuer. A client account may be unable to buy or sell certain securities of such issuers until the restriction is lifted, which could disadvantage the client. D.

Trading-related Conflicts of Interest

In making investment decisions for multiple client accounts, we may be faced with conflicts of interest. Below are descriptions of some of these potential conflicts. Clients should also read the discussions on potential conflicts in proxy voting, trade allocation and aggregation and personal trading.

Allocation of Investment Opportunities Other potential conflicts of interest may arise in purchasing and selling securities for multiple client accounts. Our affiliated sub-advisers have policies and procedures that address this issue and certifications are obtained from the affiliates on a regular basis. Cross Transactions It is our policy not to engage in buying or selling of securities directly from one client account to another (typically referred to as a “cross trade”).

Incentives to Favor Certain Accounts As discussed in Item 6 above, the management of accounts with different management fee rates and/or fee structures, including accounts with performance fees, may raise potential conflicts of interest by creating an incentive to favor higher-fee or performance fee accounts. In addition, we have an incentive to favor the affiliated accounts we manage. NAM-USA attempts to address these potential conflicts of interest through various compliance policies that generally are intended to treat all clients fairly and equitably over time.

Principal Transactions and Agency Cross Transactions It is our policy not to engage in principal transactions or agency cross transactions. Principal transactions occur where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated hedge fund and another client account. An agency cross transaction occurs if an affiliate acts as broker for, and receives a commission from, a client account on

one side of the transaction and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities by the client account.

Participating in Affiliated Underwritings Subject to applicable regulatory requirements, clients may participate in securities offerings where an affiliate of NAM-USA serves as lead manager or a member of the underwriting or selling syndicate (“affiliated underwritings”). Although it is our policy not to acquire securities from an affiliate in an affiliated underwriting, the affiliate still may benefit even if the securities are acquired through a non-affiliated underwriter. For example, if each syndicate member has proportionate liability for any securities remaining unsold, the successful sale of all securities, regardless of which member sold them, benefits all members including the affiliated underwriter. E.

Other Conflicts of Interests Related to Nomura’s Activities

Nomura’s global financial activities may have potential adverse effects on NAM-USA’s client accounts. For example, Nomura and its personnel may have interests in and/or advise accounts and funds that have investment objectives or portfolios similar to or opposed to those of a NAM-USA client account and which engage in and compete for transactions in the same types of securities or instruments as those in which the client account invests. These interests may involve the same or different investment strategies which could have a negative impact on a client account. A client account and Nomura may also vote differently on or take different actions on proxies or corporate actions which may disadvantage the client account.

NAM-USA’s participating affiliates and affiliated sub-advisers might not engage in transactions for a client account in consideration of Nomura’s activities outside the client account. For example, participating affiliates and sub-advisers may determine to restrict or limit the amount of a client account’s investment where exceeding a certain aggregate amount could require a filing, license, or other regulatory or corporate consent, which could, among other things, result in additional costs and disclosure obligation for Nomura, including NAM-USA. We may also limit our activities, transactions and our exercise of rights on behalf of clients where Nomura is providing, or may provide, advice or services to such issuer, or is providing or may provide advice or services to another client that is or may be engaged in a transaction related to such issuer. Gifts and Entertainment Employees of the firm may receive customary gifts and/or entertainment from service providers of the firm and from counterparties that are selected to execute transactions on behalf of client accounts. The firm has controls in place to monitor gifts and entertainment activity for conflicts of interest and violations of law.

Political Contributions NAM-USA has a strict policy against making political contributions for the purpose of obtaining or retaining business with government entities. To help ensure compliance with federal, state and local pay-to-play rules, all political contributions by employees and members of their household are required to obtain pre-approval from the Compliance Department.

A. Best Execution NAM-USA does not execute trades for any client accounts. The firm delegates investment and trading discretion for all client accounts to one or more participating affiliates and affiliated sub-advisers.

Participating affiliates and sub-advisers are required to seek to obtain best execution for all client transactions.

Research and Soft Dollar Benefits Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”). Section 28(e) provides a safe harbor from the liability of fiduciary duties under state and federal law when advisers purchase brokerage and research products and services with client brokerage dollars under specified circumstances. Specifically, Section 28(e) permits investment advisers to cause a client to pay a broker-dealer a commission that is higher than another broker-dealer might have charged when the investment adviser believes that is reasonable given the value of any research and/or brokerage services provided by the broker-dealer that provide lawful and appropriate assistance to the investment adviser in its investment decision-making or trade execution processes. In such circumstances, the investment adviser may be deemed to be paying for such research and/or brokerage services with client commissions (sometimes called “soft dollars”). Soft dollars can present advisers with conflicts that arise from an adviser’s receipt of some benefits (e.g. benefits that it would otherwise have to purchase with its own resources or produce itself), in exchange for directing brokerage for a client. Participating affiliates and sub-advisers may use client commissions to pay for proprietary research and/or brokerage services received from broker-dealers. None of the participating affiliates and sub-advisers use client commissions to pay for third party research and/or third party brokerage services (“third party commission arrangements”) for NAM-USA client accounts.

Brokerage for Client Referrals

NAM-USA’s participating affiliates and affiliated sub-advisers do not consider client referrals when selecting broker-dealers.

Client Directed Brokerage

NAM-USA permits clients to direct the firm to execute transactions through specified broker-dealers. Although, clients should be aware that sub-advisers may be unable to negotiate commissions, aggregate or bunch client orders, or otherwise achieve the benefits described above including best execution. Directed brokerage commission rates may be higher than the rates we might pay for transactions in non-directed accounts. Also, clients that restrict our brokerage discretion may be disadvantaged in obtaining allocations of new issues of securities that we purchase or recommend for purchase in other clients’ accounts. As a general rule, we encourage each client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker to the client.

B. Trade Allocation and Aggregation Practices Each participating affiliate and sub-adviser should aggregate trades for different client accounts if it deems such aggregation is in the best interest of each participating client (and is permitted by the client) and the allocation of completed trades is made between participating accounts in a fair and equitable manner.

When a participating affiliate and sub-adviser fills an aggregated order in its entirety, each participating client account generally receives the average share price for all such purchase or sales executed during the trading day. When an aggregated order is partially filled, the participating affiliate and sub-adviser will generally allocate pro rata on the basis of the client’s participation in the transaction. Each client account generally receives the average price obtained on all such purchases or sales made during such trading day. In certain cases, participating affiliates and sub-advisers may determine that pro rata allocation is not appropriate and will base the allocation upon relevant factors such as investment needs, portfolio styles, risk profile and existing holdings of clients. Participating affiliates and sub-advisers may or may not purchase or sell the same security for all clients that could buy the security under the account’s investment objectives, depending on various factors, including the size of the accounts, cash availability in each account, each account’s investment restrictions and investment strategies.

However, our participating affiliates and sub-advisers who manage client assets on our behalf may acquire equity securities through initial public offerings (“IPOs”). The securities acquired through an IPO will generally be allocated to participating clients in accordance with the processes described in the preceding paragraphs.

Note that time zone differences, separate trading desks, or portfolio management processes in a global organization may, among other factors, result in separate non-aggregated executions for trades in the same stock being entered for client accounts managed in one region before trades in the same instruments for client accounts managed in other regions.

Although allocating orders among clients may create potential conflicts of interest because we may receive greater fees or compensation from some client accounts, or because we may be affiliated or have other relationships with certain clients, participating affiliates and sub-advisers will not make allocation decisions for our clients based on such interests, greater fees or compensation.

A. Economic Benefits for Providing Services to Clients Neither NAM-USA nor any of our employees receive any economic benefit, sales awards or other prizes from any outside parties for providing investment advice to our clients. As mentioned in Item 10, we have a marketing and client support arrangement with NCM. NAM-USA pays NCM a percentage of the advisory fees it earns from certain client accounts. B. Compensation to Financial Intermediaries, Consultants and Other Third Parties

From time to time, NAM-USA or its affiliates may pay investment consultants or their parent or affiliated companies for certain services including industry data services, technology, operations, tax, or audit consulting services, and/or may pay such firms for NAM-USA’s attendance at investment forums, conferences or seminars or for various studies, surveys, or access to databases. NAM-USA or its affiliates may also provide investment advisory services to investment consultants and/or their affiliates.

NAM-USA reserves the right to enter into arrangements pursuant to which certain unaffiliated persons and entities may be compensated, directly or indirectly, for referring clients to NAM-USA or for marketing NAMUSA’s strategies or products (“promoters”). To the extent applicable, such arrangements will be entered into in accordance with the requirements under the Advisers Act. These payments may differ by entity and are negotiated based on a range of factors, including but not limited to, ability to attract and retain assets, target markets, investor relationships, quality of service and industry reputation. As a result of these relationships and arrangements, promoters have conflicts associated with their promotion of NAM-USA clients or other dealings with NAM-USA that create incentives for them to promote NAM-USA investment strategies or products.

A. Criminal or Civil Proceedings None

B. Administrative Proceedings Before Regulatory Authorities None

C. Self-Regulatory Organization (SRO) Proceedings None

A. Frequency and Nature of Review of Clients Accounts

Client accounts are reviewed periodically by the participating affiliate and sub-adviser. For example, the Performance Review Committee in NAM-Tokyo reviews the portfolios they manage on a regular basis.

B.

Factors Prompting Review of Client Accounts Other that a Periodic Review

In addition to periodic reviews, NAM-USA and its affiliated managers may perform reviews as it deems appropriate or otherwise required. Additional reviews may be triggered by the following factors (but not limited to): client requests, compliance monitoring, industry factors, market developments, statutory and regulatory changes. C. Content and Frequency of Reporting to Clients

Depending on the investment vehicle or strategy, NAM-USA may furnish monthly or quarterly reports to clients detailing, among other things: portfolio positions, security cost basis and market value, and cash and security transaction activity. In addition, certain clients are provided with a monthly or quarterly summary performance analysis report, which contains a portfolio analysis and current and historical performance. In general, meetings with clients are held semi-annually or less frequently, according to the stated desires of each client. All reports are in addition to custodial statements and transaction confirmations received from the client’s custodian. We may also distribute securities, country, or economic analysis or other reports prepared by our affiliates at no cost.

NAM-USA does not have custody of its client assets. Funds and securities for these clients are held by a qualified custodian appointed by clients pursuant to a separate custody agreement. Clients should understand that the statements received from the custodian for their funds or securities are the official records for the advisory account.

Clients are urged to compare the account statements that they receive from their qualified custodian with any that they receive from NAM-USA.

NAM-USA accepts discretionary authority to manage advisory accounts. A client’s executed investment management agreement or other account opening documentation authorizes such authority.

Clients may place limitations on the manager’s discretionary authority based on its investment objectives, policies, or guidelines. For registered investment companies, our authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made.

When selecting securities and determining amounts, our participating affiliates and sub-advisers observe the investment objectives, policies, limitations and restrictions of our clients. Investment guidelines and restrictions are generally accepted and must be provided to us in writing.

A. Policies and Procedures Relating to Voting Client Securities General NAM-USA and its affiliated advisers have adopted a Nomura Asset Management Group Proxy Voting Policy (the “Proxy Policy”) which contains a set of voting guidelines (the “Guidelines”). The Proxy Policy requires that client proxies be voted solely in the client’s long-term interests. When we are authorized to vote proxies for securities held in client accounts, we do not assume the role of an active shareholder. We encourage appropriate management practices for investee companies, in order to help them to enhance corporate value and achieve sustainable growth.

Nevertheless, our goal and intent is to vote all proxies in our clients’ best interests. To avoid conflicts, NAMUSA will vote proxies in accordance with the Guidelines or vote in accordance with recommendations from a third party service provider. The firm utilizes Institutional Shareholder Services Inc. (“ISS”), to assist in proxy voting activities. ISS also prepares a written analysis and recommendations for each proxy vote that reflects the Guidelines for a particular proxy issue. Note that we may vote in a manner that could diminish the value of clients’ positions in the short-term if we believe it will increase this value in the long-term and we expect to hold those securities for the long-term.

It is our general policy, absent a particular reason to the contrary, to vote with management’s recommendations. However, we reserve the right to depart from this policy in order to avoid voting decisions that we believe may be contrary to our clients’ best interests. The Proxy Policy discusses our policies on specific issues, such as: the election of directors; anti-takeover measures; mergers, acquisitions and other corporate restructurings; capital structure changes; and executive compensation.

We invest significantly in foreign equity markets. Proxy voting in certain countries requires “share blocking.” That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one week) with a designated depository. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients’ custodian banks. We may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. In such cases, we may not vote the affected shares. We may also not vote proxies for securities for other reasons, such as the administrative burden of retrieving securities that are on loan.

Some of our institutional clients choose to vote their own proxies. If clients do not grant us proxy voting authority, then they will receive proxies and other solicitations directly from their custodians or a transfer agent.

Client Directed Votes

Clients who have delegated proxy voting responsibilities to NAM-USA may direct us as how to vote certain proxies on behalf of their accounts by contacting their client service representative. Client Voting Records and Proxy Policy

Clients can request information about how NAM-USA voted any proxy in their accounts, or can obtain a copy of our Proxy Policy by contacting the Compliance Department, Telephone: (212) 667–1414, or by writing to Attn: Chief Compliance Officer, Nomura Asset Management U.S.A. Inc. Worldwide Plaza, 309 West 49th Street New York, New York 10019. Class Action Settlements

From time to time, we may receive notices regarding class action lawsuits involving investments that are or were held a client’s portfolio. As a matter of policy, the client, not NAM-USA, retains the authority to file claims related to class action settlements with respect to investments held in a client’s portfolio. We specifically disclaim any legal responsibility to act in class actions for our clients, including separately managed accounts and discontinued or liquidated accounts.

A. Balance Sheet NAM-USA does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients

NAM-USA is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Bankruptcy Filings

NAM-USA has not been the subject of a bankruptcy petition at any time during the past ten years.