Nomura Corporate Research & Asset Management Inc.

A. Firm Description Nomura Corporate Research and Asset Management Inc. ("NCRAM", “firm”, “we”, “us” or “our”) is an analyst-driven boutique investment management firm that specializes in below investment-grade credit. NCRAM provides both discretionary and non-discretionary investment management services to institutional investors in the US and globally. NCRAM is primarily engaged in managing assets consisting of high yield corporate bonds but also invests in emerging market bonds, leveraged loans and derivatives instruments. Our “Strong Horse” Approach NCRAM believes a total return approach driven by credit research is the best way to generate alpha in high yield. We describe our investment approach as the “Strong Horse” philosophy. Strong Horse companies can carry their debt load through good times and bad. These companies generally have a positive ability to de-lever their balance sheet by generating strong, positive cash flows that are sustainable. The creditworthiness of these companies tends to increase over time, as will their credit ratings.

NCRAM (a Delaware corporation) was founded in March of 1991 as a subsidiary of Nomura Holding America Inc. (“NHA”). NHA owns 99% of NCRAM. The ultimate parent company, Tokyo-based Nomura Holdings, Inc. (“NHI”), owns the remaining 1%. The stock of NHI trades publicly on the Tokyo and New York Stock Exchanges. NHI, together with its affiliates, is known as “Nomura.”

NCRAM is registered as an investment adviser with the United States Securities and Exchange Commission (“SEC”) and is also registered as a third country investment adviser in the Netherlands with the Netherlands Authority for the Financial Markets. B. Description of Advisory Services

NCRAM’s advisory services are offered through a variety of investment products and arrangements, depending on the strategy. These include separately managed accounts for U.S. and non-U.S. institutional clients and U.S. and non-U.S. pooled investment vehicles. Although most services are provided on a discretionary basis, NCRAM also provides certain services on a non-discretionary basis. NCRAM provides investment advisory services to onshore and offshore funds through arrangements with third-parties and our affiliates, Nomura Investment Management Business Trust, Global Funds Management S.A., Global Fund Trust Company, Nomura Asset Management U.K. Limited, Nomura Asset Management Co., Ltd., Nomura Asset Management Taiwan Ltd. and Nomura Asset Management Europe KVG mbH. The funds are offered to investors and, under such arrangements, we serve as the adviser or sub-adviser. NCRAM serves as a non-discretionary sub-adviser to a U.S. exchange-traded fund where we provide a model portfolio to the fund’s investment adviser, who determines its use.

Although we specialize in investing in high yield fixed income instruments, NCRAM also invests in, receives and/or holds investment grade debt instruments and equity securities. For our high yield strategies we also trade currency forwards at the request of clients, generally for hedging purposes only. Our Multi-Credit Strategy invests in derivatives, as well as fixed income instruments. Fixed Income Instruments

Fixed income instruments include, but are not limited to, the following: debt securities of U.S. and nonU.S. issuers, including zero coupon bonds and payment-in-kind securities, Rule 144A securities, hybrid securities, structured notes including “indexed” securities and event-linked bonds, corporate loans, loan participations and assignments, obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises, including Brady bonds, Eurobonds, Yankee Bonds and Global Bonds, and obligations of international agencies or supranational entities. Equity Instruments

Equity instruments include, but are not limited to, common stock, preferred stock, warrants, rights, depository receipts, real estate investment trusts, limited partnership interests, membership interests in limited liability companies, and shares of pooled investment vehicles. At the request of clients, we will also invest in exchange-traded funds. Derivative Instruments

Derivative instruments include, but are not limited, to currency forwards, futures, and credit derivatives such as credit default swap indices (“CDX”). C. Availability of Customized Services to Individual Clients

NCRAM often tailors its investment advisory services to the individual needs of particular clients through its investment advisory agreement with the client, written agreements regarding the client’s investment guidelines, objectives, and restrictions, or other written instructions. Clients should be aware, however, that certain restrictions can limit our ability to act and as a result, an account’s performance may differ from and may be less successful than other accounts that have not limited our discretion in the same manner. Where NCRAM is the investment adviser/sub-adviser 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 documents) and are not tailored to the needs of individual investors in those vehicles. D. Wrap Fee Programs

NCRAM 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

$36,154,552,475

$37,076,082,683

$481,559,645

$481,559,645

Total Assets

$36,636,112,120

$37,557,642,327

Assets Managed on a Non-Discretionary Basis

A. Advisory Fees and Compensation NCRAM’s investment management fees generally depend on the services provided, may be subject to negotiation, 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, NCRAM may also charge a performance fee.

NCRAM’s fee schedule is omitted because this brochure is delivered only to qualified purchasers as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). B. Payment of Fees

The specific manner in which NCRAM charges fees is established in the client’s written agreement with NCRAM. NCRAM 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. Separately Managed Accounts

We generally charge asset-based management fees for all our clients. All management fees are subject to negotiation. Fee structures may be modified in circumstances which may include, but are not limited to the following: where a new account is expected to grow rapidly, where a relationship already exists with a current client or where the client retains NCRAM 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 service provided, and the types of investment guidelines and restrictions imposed upon the management of the accounts. In addition, there are specialized investment strategies with individualized fee arrangements in place as well as historical fee schedules with long-standing clients that 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. Accounts initiated or terminated during a billing period will be charged a prorated fee. Our services may be terminated pursuant to the provisions of each advisory agreement. The termination provisions of any particular advisory agreement 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.

NCRAM also manages accounts that provide for additional compensation on the basis of a share of the capital gains upon, or the capital appreciation of, the client’s assets (a “performance fee.”). Performance fees may be billed quarterly, semi-annually or annually. Please see Item 6 below for further discussion on performance fees.

Pooled Investment Vehicle Fees

NCRAM acts as investment adviser, investment manager or sub-adviser to pooled investment vehicles such as U.S. registered investment companies and offshore pooled investment vehicles. Our fees for such services are based on each investment vehicle’s particular circumstances. NCRAM receives a management fee from all pooled investment vehicles. Some vehicles also pay NCRAM a performance fee. The amount of the management fee and performance fee varies from vehicle to vehicle and is set forth in the prospectus or other relevant offering document for each fund. Each fund also ordinarily bears additional expenses (including organizational and operating expenses). NCRAM’s affiliates receive additional compensation for administrative, custodial, accounting or other services provided to some of these pooled investment vehicles. 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 offering memorandum, prospectus, statement of additional information (SAI), subscription agreements 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 shall be 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 on brokerage accounts and securities transactions. Item 12 describes the factors that NCRAM considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). D. Prepayment of Fees

Clients may pre-pay fees if permitted by their investment management agreement. If a client does pre-pay fees and an advisory contract is terminated prior to the end of the billing period, NCRAM will refund any fees paid in advance on a pro rata basis. E. Additional Compensation and Conflicts of Interest Underlying Fund Fees

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.

We may invest client assets in money market funds, exchange-traded funds or other types of fund vehicles managed by a third party, usually at the request of clients. In addition to NCRAM’s management fee and any performance fee paid, clients will also incur, relative to investments in such funds, normal expenses and advisory fees imposed by the funds held in the account as well as other fees charged by the vehicle, if any.

A. Methods of Analysis and Investment Strategies High Yield Investment Strategies

We believe that a total return approach driven by credit research and a team effort is the best way to generate alpha in the high yield market.

The approach is a collaborative effort with ideas generated by the whole team. Analysts are organized on a sector basis and trained to focus on the return being offered for the risk being taken. Bonds included in portfolios receive endorsement from the portfolio manager and the analyst, which encourages a sense of ownership across the whole team.

We characterize our approach as primarily bottom up, though top-down perspectives are incorporated. We also characterize our approach as a fundamental, as opposed to a quantitative, approach.

We frequently communicate with issuers and from time to time visit them. In analyzing the issuer’s financial risk, we examine, among other things, the leverage applied to their cash flows, as well as financing needs. Financial models are created for potential investments. We also review bond covenants. Our dedicated high yield analysts perform the vast majority of the research utilized in the management of high yield portfolios. In conducting security analysis, we utilize a broad spectrum of information, including financial publications, sell-side research, expert networks annual reports, prospectuses, regulatory filings, company press releases, corporate rating agencies, and meetings with management. We also strive to consider material ESG factors in our credit research, but may not conduct this analysis for all issuers in all portfolios. Analysts will recommend potentially favorable credits from within their sectors for inclusion in the portfolio. These recommendations are discussed in meetings with the portfolio managers and we seek to build a consensus before a position is taken. Portfolio managers use these recommendations to build portfolios while adhering to the overall investment strategy based on client risk/return objectives. The portfolio manager has latitude to determine investment strategy position weightings and sector weightings.

While this process is primarily bottom up, there are important top-down inputs. We frequently assess economic conditions and forecasts. We also assess financial market and liquidity conditions. In addition, we review and manage our sector exposures. The top-down perspectives can contribute to our bottom up views while also contributing to the risk posture and sector weightings of the portfolios. Multi Credit Strategies

NCRAM believes that financial markets experience 3-5 year cycles featuring four phases: Recovery, Growth, Muddle-through and Corrective. Each credit asset class offers a different risk/return profile during each of the four phases. NCRAM attempts to dynamically shift its asset and risk allocation to the mix best suited for each phase over the cycle. The strategy uses high yield bonds (see discussion above) as a core asset alongside leveraged loans, emerging market debt, and other fixed income securities and derivatives to generate returns from both market beta and research-driven security selection.

NCRAM manages the multi-credit strategy using a disciplined credit investment process focusing on security selection combined with top-down macroeconomic analysis. Within each asset class, NCRAM will identify companies and countries with the financial strength to service debt and reduce leverage over time, assessing opportunities across the ratings spectrum, and carefully weighing business and financial risks to seize opportunities and avoid losses. We will actively use derivatives for positioning, hedging, and return generation. We may also utilize beta and duration risk hedging (long/short) for both structural and tactical positioning based on market cycle. Derivatives used in the strategy include CDX, futures and foreign currency forwards. Ongoing Monitoring - All Strategies

After a portfolio is created, it is actively managed. We closely follow company, industry, and market developments, and we will reassess an investment if an important portion of our investment thesis has changed. There is frequent interaction between research analysts and portfolio managers in a supportive environment. Market or issuer developments are shared among members of the investment team. We may sell an investment once it appreciates above fair value, if its fundamentals deteriorate, or if in our opinion an opportunity with a superior ratio, between risk and reward is presented. Both credit analysts and the portfolio manager are involved in sell decisions. Existing positions are continually monitored by the research analyst and are formally reviewed during periodic portfolio reviews among the CIO, portfolio manager, and credit analyst. 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 used by NCRAM. This summary does not attempt to describe all of the risks associated with any investment.

If you invest in a fund vehicle that we manage or sub-advise, please refer to the fund’s offering memorandum, subscription agreements, prospectus, SAI and other offering documents for additional risk information.

The value of portfolios that NCRAM 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 environment, the loss on realization 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 our Investment Strategies

Artificial Intelligence Risk

Artificial intelligence technologies, including machine learning and generative artificial intelligence (collectively, “AI Technology”), and their potential future applications, continue to rapidly evolve. We do not use AI Technology to make investment decisions or provide investment advice, and it does not influence the

investment advice we provide. However, we utilize AI Technology to enhance certain operational aspects of our business. In addition, we rely on third-party service providers who utilize AI Technology. It is also likely that we invest or will invest in companies that utilize AI Technology. While we conduct diligence on such potential investments and third-party service providers, we cannot control how they develop or maintain AI Technology. Counterparty Risk A client account is exposed to the credit risk of counterparties with whom it trades and will 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.

Environmental, Social and Governance (“ESG”) When making investment decisions or recommendations regarding the selection, management and disposition of investments on behalf of client accounts, except to the extent otherwise set forth in the applicable client documentation, NCRAM takes into account material ESG risks as part of its credit analysis for certain investments, but not for all issuers in all portfolios. NCRAM may take ESG and related considerations into account for some client accounts and not others at the direction of our clients, and, to the extent taking such considerations into account, NCRAM may make different investment decisions or recommendations for different client accounts. Key Personnel Risk The success of a client account generally relies on certain key personnel of NCRAM, including NCRAM’s investment team. The departure of any of such key personnel or their inability to fulfill certain duties may adversely affect the ability of NCRAM 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 that 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 on 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.

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. Events such as war, military conflict, geopolitical disputes, acts of terrorism, social or political unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, tariffs, and other restrictions on trade, sanctions or the spread of infectious illness or other public health threats or the threat or potential of one or more such events and developments, could also significantly impact the value of these securities. Market value does not always reflect the intrinsic value of a company. Natural disasters, public health emergencies, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse longterm effects on world economics and markets generally. 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. 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. Settlement Risk Settlement risk is the risk that a counterparty does not deliver the security (or its value) in accordance with the agreed terms after the other counterparty has already fulfilled its part of the agreement to so deliver. Settlement risk increases where different legs of the transaction settle in different time zones or in different settlement systems where netting is not possible. This risk is particularly acute in foreign exchange transactions. Risks Generally Associated with Fixed Income Investments

Credit Risk Credit risk is the risk of an issuer’s inability to meet principal and interest payments on the obligation. Any such failure or refusal whether due to insolvency, bankruptcy or other causes, could subject a client to substantial losses. Securities rated below investment grade (also referred to as “high yield” or “junk” bonds) are subject to heightened credit risk, which can result in a portfolio being more sensitive to adverse developments in the U.S. and abroad. Lower rated securities generally involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty.

Distressed Securities Risk If permitted by a client’s investment guidelines, NCRAM will invest in "distressed” securities, claims and obligations of entities which are experiencing significant financial or business difficulties. Investments include, but are not limited to, loans, loan participations, trade claims held by trade or other creditors, stocks, partnership interests and similar financial instruments, executory contracts and options or participations therein not publicly traded.

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NCRAM’s clients include corporate pension plans, public retirement plans, sovereign wealth funds, foundations, corporations, U.S. mutual funds, U.S. exchange-traded funds, collective investment trusts and non-U.S. pooled investment vehicles such as Japanese investment trusts, EU alternative investment funds, and Undertakings for Collective Investment in Transferable Securities (“UCITS”) vehicles. NCRAM generally accepts new client accounts with assets of $50 million or more. In some instances, we may waive or negotiate the minimum based on a variety of factors, including investment style and the nature of the client relationship. Pooled investment vehicles sub-advised by us impose their own minimum investment amount and other investor qualifications.

All of our discretionary client accounts pay a management fee. As discussed in Item 5 above, certain accounts also pay performance fees. These arrangements are only with “qualified clients” as defined under Rule 2053(d) under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Such fees are subject to individualized negotiation with each such client. In measuring clients' assets for the calculation of performance-based fees, we include realized and unrealized capital gains and losses.

Side-by-side management by NCRAM of U.S. registered investment companies, non-U.S. pooled investment vehicles 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 NCRAM 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 NCRAM manage portfolios for multiple 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.

In addition, certain supervised persons are also supervised persons and employees of our affiliates and manage client accounts side-by-side with other clients of our affiliates that pay different performance-based fees or that pay only asset-based management fees.

To mitigate these conflicts, NCRAM has adopted policies and procedures reasonably designed to ensure that allocation decisions are not influenced by fee arrangements and investment opportunities are allocated in a manner consistent with NCRAM’s fiduciary obligations. See Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading and Item 12 - Brokerage Practices for more information about how NCRAM addresses conflicts of interest related to portfolio transactions and trade allocation.

A. Broker-Dealer Registration Status NCRAM 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

NCRAM is exempt from registering as a commodity pool operator and a commodity trading adviser. It is not a futures commission merchant. C. Affiliations and Conflicts of Interest

Because NCRAM is part of the Nomura Group, a global provider of banking, financial, advisory, investment and funds management services with various entities registered across the world, which consists of NHI and its subsidiaries, we are affiliated with various U.S. and non-U.S. investment advisers, broker-dealers, and pooled investment vehicles, among other financial entities. From time to time, NCRAM will enter into agreements and arrangements with certain Nomura Group entities as is permitted under applicable law Investment Adviser Affiliates

NCRAM manages U.S. and non-U.S. pooled investment vehicles through sub-advisory arrangements that it has with third party advisers as well as with our investment advisory affiliates, Nomura Investment Management Business Trust, Global Funds Management S.A., Global Fund Trust Company, Nomura Asset Management Co., Ltd. (“NAM-Tokyo”), Nomura Asset Management U.K. Limited (“NAM-UK”), Nomura Asset Management Taiwan Ltd. (“NAM-Taiwan”), and Nomura Asset Management Europe KVG mbH (“NAMEurope”). NCRAM has investment discretion under each of these arrangements, which includes the selection of executing broker-dealers. All pooled investment vehicles are managed in accordance with investment objectives and guidelines established by NCRAM and/or our affiliates or clients. The personnel of affiliates may also be directors, trustees and/or officers of these pooled investment vehicles.

In addition to NAM-Tokyo, NAM-UK, NAM-Taiwan, and NAM-Europe, NCRAM’s other investment advisory affiliates include Nomura Asset Management U.S.A. Inc. (“NAM-USA”), Nomura Asset Management Hong Kong Limited (“NAM-HK”), Nomura Asset Management Singapore Limited (“NAM-Singapore”), Nomura Asset Management Malaysia Sdn. Bhd., Nomura Islamic Asset Management Sdn. Bhd, and Nomura Capital Management LLC (“NCM”).

NCRAM also shares research with, engages in joint marketing activities with, and/or shares certain portfolio management personnel with certain investment adviser affiliates. As described further below, certain of these investment adviser affiliates provide services such as trading, quantitative support, as well as investment research and recommendations to clients, and share certain portfolio management personnel

with NCRAM, pursuant to “participating affiliate” arrangements. In addition, NCRAM has a research agreement in place with its affiliate, NAM-Singapore. NAM-Tokyo, NAM-USA, NIMBT, and NCM are registered with the SEC as investment advisers.

In providing advisory services to certain clients, NCRAM uses the resources of its advisory affiliate, NAM-UK. NAM-UK is not registered as an investment adviser under the Advisers Act. Rather, NAM-UK provides services to one or more NCRAM clients under a participating affiliate agreement (the “Participating Affiliate”). Investment personnel of the Participating Affiliate will be subject to the supervision and control of NCRAM when performing investment management activities on behalf of NCRAM clients. Such investment personnel will also provide investment advisory services to accounts managed by the Participating Affiliate, including portfolio management, proxy voting, research and/or trading services.

From time to time, NCRAM will also provide advisory and other services to some or all of its affiliates, including providing investment advisory services to affiliated accounts or accounts seeded by affiliates, subject to our policies and procedures governing how we handle conflicts of interest. We may use our affiliates to provide other services to our clients to the extent permitted under applicable law. It is important to note that certain entities that are under common control with NCRAM provide investment banking services such as advising on merger and acquisition activity and the underwriting of initial public offerings and secondary offerings. Due to restrictions under the 1940 Act, ERISA, and certain client guidelines, this affiliation results in clients not being able to participate in all transactions due to the involvement of a NCRAM affiliate in the transaction or in having the clients' participation in the transaction structured in a different manner or otherwise altered in order to be consistent with applicable restrictions. Similarly, while NCRAM is not prohibited from executing transactions through its affiliates that operate as brokers or dealers for all clients, any such execution will be subject to applicable statutory, regulatory and client contracts and/or guidelines, which can ultimately result in the transaction being placed with another broker-dealer or limiting certain aspects of the transaction (such as commission costs). For additional information regarding our affiliates, please refer to Part 1A of NCRAM’s Form ADV.

NCRAM and NIMBT can also share certain investment personnel. NCRAM and NIMBT have conflicts of interest in allocating their personnel’s time and services among client accounts. NCRAM will devote as much time and personnel resources to each client account as it deems appropriate to perform its duties in accordance with its management agreement. NCRAM has a fiduciary duty to provide unbiased advice and to disclose any material conflicts of interest to its clients, as mandated under the Advisers Act. Furthermore, it is NCRAM’s goal to act in good faith and to treat all client accounts in a fair and equitable manner over time, regardless of the client’s strategy, fee arrangements, or the influence of a client or client’s beneficiaries. NCRAM employs various controls to assist in the disclosure and management of potential conflicts of interest and maintains policies (including NCRAM’s Code of Ethics and an investment allocation policy and related procedures) that are designed to mitigate any such conflicts. Item 11 of this Brochure, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” provides more detailed information on NCRAM’s Code of Ethics. In instances where unique requirements or restrictions are required due to the identification of different

conflicts, NCRAM will typically establish additional policies and controls or develop alternate processing requirements to assist in the mitigation of these conflicts.

Finally, due to the global nature of NCRAM’s and its affiliates’ investment advisory activities throughout the financial industry, NCRAM and/or its affiliates will, at times, receive indirect economic benefits related to our advisory business as a whole, rather than any particular client (e.g., a volume discount on costs associated with operation of services supplied by vendors). Separate Accounts

NCRAM may at times also serve as sub-adviser for separate account clients managed by NAM-Tokyo and NAM-EU. Affiliated Custodians

Nomura Trust & Banking Co., Ltd. (“NTB”) acts as custodian and trustee for some Japanese investment trusts for which we serve as manager or sub-adviser, and Nomura Bank (Luxembourg) S.A. (“NBL”) acts as custodian for several offshore funds for which we serve as manager or sub-adviser. NBL may also provide administrative services to these funds. Sponsor of Limited Partnerships

NCRAM affiliates may create and/or distribute unregistered privately-placed vehicles and may receive fees for managing those vehicles Affiliated Broker-Dealers

Some of our employees are registered securities representatives of Nomura Securities International, Inc., (“Nomura Securities”), an affiliated broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”). Other Affiliated Arrangements

NCRAM receives marketing and/or client service support from its affiliates including NAM-Tokyo, NCM, and NAM-EU. NCRAM will be prohibited from entering into certain transactions with affiliates on behalf of certain classes of clients, due to regulatory restrictions. Such prohibitions may limit our ability to participate in transactions sponsored by affiliates, execute transactions with affiliates on a principal or agency basis, or otherwise limit the range of services available to NCRAM clients. NHA through its affiliates provides compliance services to NCRAM. In addition, NHA and certain of its subsidiaries provide other services to NCRAM, which may include, accounting, account administration, auditing, business continuity planning, electronic data processing, employee benefit plan and personnel administration, insurance, investment, legal, management and financial reporting, occupancy, project management, tax, transportation and treasury. NCRAM also receives operations support and other various

services from Nomura Services India Private Limited. Information barriers exist between NCRAM and the other businesses within NHA, Nomura Securities and its other affiliates. In addition, Nomura has ownership interests in trading venues and exchanges which provide financial incentives to recommend brokers to clients who use these venues or exchanges for the execution of client trades. D. Material Conflicts of Interest Relating to Other Investment Adviser Affiliates See Item 10.C above for a discussion of relationships that NCRAM has with other affiliated investment advisers. NCRAM does not select non-affiliated investment advisers for its clients.

A. Code of Ethics NCRAM has adopted a Code of Ethics (the “Code”) and other policies and procedures relating to, among other things, portfolio management and trading practices, personal investment transactions, and insider trading, that outline standards of employee conduct and are designed to identify, manage, and/or mitigate conflicts of interest with respect to our clients. NCRAM’s Code is available to any current or prospective client upon request. All NCRAM employees are provided with a copy of the Code at the time they are hired, and each employee must certify initially and annually that they understand and are in compliance with the provisions of the Code. Employees are also promptly notified of any material changes to the Code and must certify that they understand any changes that are imposed. All employees are required to disclose the holdings of their personal brokerage accounts upon hire and to submit duplicates of their broker account statements and trade confirmations. Certain employees of NCRAM maintain non-discretionary accounts with unaffiliated third parties and such accounts will not be subject to all of the Code’s requirements because these employees have granted discretion over their trading activity to a third party. While transactions in these accounts may be in direct competition or contravention of client transactions, any such activity is not NCRAM employee-directed.

Under the Code, the personal trading activity of NCRAM’s employees is actively monitored to detect and correct any violations of the Code. Regardless of these safeguards, personal transactions of NCRAM’s associated persons and personnel represent an inherent conflict of interest. B. Potential Conflicts Relating to Advisory Activities

From time to time NCRAM, 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 NCRAM. For example, such parties may (1) purchase interests in funds or other private investment vehicles managed by NCRAM or its related persons or (2) invest in mutual funds advised or sub-advised by NCRAM or its related persons. Potential conflicts could also occur if NCRAM 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/or the 1940 Act, as applicable.

The results of NCRAM’s investment activities for a client may differ significantly from the results achieved by NCRAM for other current or future clients. NCRAM will manage the assets of a client in accordance with the investment mandate selected by that client. However, we may give advice or take action with respect to the assets of one client that competes with the advice or investment action that we take on behalf of other clients. In particular, we will buy or sell positions for one client while we are pursuing a strategy on behalf of another client that is identical, different, or even opposite to the strategy pursued on behalf of the first client.

When NCRAM and its affiliates establish proprietary accounts, provide the initial seed capital in connection with the creation of a new investment product or style, and manage affiliate accounts, these accounts may not

exhibit the same performance results as similarly managed client accounts for a variety of reasons, including regulatory restrictions on the type and amount of securities in which the proprietary capital invests, differential credit and financing terms, and the use of hedging transactions that differ from those used to implement investment strategies for advisory clients.

The firms comprising the Nomura Group are major participants in the global financial markets and take part in, among other things, advisory, transactional and financial activities and/or hold interests in securities and companies that may be directly or indirectly purchased or sold by NCRAM for its clients' accounts. When NCRAM or a member of the Nomura Group provides seed capital to a fund that NCRAM advises, it may seek to hedge its position by trading in securities that the fund holds or related instruments, which may affect the market for those securities. The global nature and size of the Nomura Group may also influence vendor choice selection by NCRAM and have an impact on the services provided to NCRAM clients. The investment activities of the Nomura Group limit the investment opportunities for NCRAM's client accounts. This would occur, for example, in certain regulated industries, private equity markets, emerging markets, and in certain futures and derivative transactions where restrictions are imposed upon the aggregate amount of investment by affiliated investors or advisers. NCRAM has established policies, procedures and disclosures designed to address conflicts of interest arising between advisory accounts of NCRAM and the Nomura Group's businesses. It is NCRAM's policy that personnel involved in decision making for advisory accounts must act in the best interests of their advisory clients and generally without knowledge of the interests of proprietary trading and other operations of other entities within the Nomura Group, except for situations where NCRAM is managing a proprietary, seed, or affiliate account, as described above]. Where NCRAM’s personnel are aware of material conflicts or potential material conflicts among advisory accounts, or between advisory accounts and the Nomura Group and/or personnel of the Nomura Group, it is NCRAM's policy to disclose the existence of such material conflicts or potential material conflicts to clients. C. Restrictions and Conflicts Relating to Information Possessed or Provided by NCRAM

The wide range of banking, financial and investment advisory, broker-dealer and other financial and investment industry activities engaged in by the Nomura Group throughout the world poses the prospect that NCRAM and/or its affiliates will from time to time acquire confidential, material non-public information (“MNPI”) about issuers, corporations, or other entities and their securities. NCRAM will not use MNPI obtained from the Nomura Group when making investment decisions relating to public securities for its clients. Additionally, NCRAM is not free to divulge or to act upon such information with respect to its activities and, on occasion, will be restricted from buying or selling certain securities on behalf of clients because of these circumstances. These restrictions could adversely impact the investment performance of client accounts. We have implemented procedures, including those described below relating to information barriers, which prohibit the misuse of such information by NCRAM, our employees, and on behalf of our clients.

Information Barriers

NCRAM and certain of its affiliates have internal procedures in place intended to limit the potential flow of any such non-public information should NCRAM or its affiliates come into possession of material, nonpublic information. One such protective measure is the creation of information barriers between NCRAM’s activities and the activities of certain other businesses within the Nomura Group. These information barriers are designed to prevent confidential or potentially price-sensitive information held within NCRAM or one of its affiliates from being communicated to another business division within the Nomura Group, and to prevent such information from being communicated to NCRAM by another business division within the Nomura Group. NCRAM’s information barriers are comprised of a combination of (i) physical and electronic measures and (ii) employee conduct measures. Physical and electronic measures include the physical separation of certain business groups likely to have access to material non-public information with appropriate security arrangements and security restrictions on computer files and databases. Employee conduct measures include policies designed to prohibit employees likely to be exposed to MNPI from communicating such MNPI to employees on the other side of an information barrier, and prohibitions on employees who are aware of price-sensitive information from engaging in activities involving the provision of securities advice, or trading on such information. There can be no guarantee that these information barriers will effectively block the communication of confidential or potentially price-sensitive information in all cases. Trading Restrictions

In addition to the foregoing, NCRAM maintains one or more restricted lists of companies whose securities are subject to certain trading prohibitions due to the business activities of NCRAM and/or the Nomura Group. We restrict trading in an issuer’s securities if the issuer is on a restricted list or if we otherwise have MNPI about that issuer. A client’s account could be prohibited from buying or selling certain securities until the restriction is lifted, which could disadvantage the client’s account. In some cases, we will not initiate or recommend certain types of transactions or will otherwise restrict or limit our advice relating to certain securities if a security is restricted due to MNPI or if we are seeking to limit receipt of MNPI. D.

Trading-related Conflicts of Interest

In making investment decisions for multiple client accounts, we are often 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.

Affiliated Accounts NCRAM manages accounts for itself and for its affiliates. NCRAM affiliates may also invest in fund vehicles that are offered to clients. NCRAM, its affiliates and its employees will benefit from the investment performance of these accounts and funds (“affiliated accounts”).

Affiliated accounts will often invest in the same securities, at or around the same time, as client accounts. Although NCRAM may have an incentive to favor affiliated accounts, NCRAM’s policy is to allocate trades to affiliated accounts in the same manner as client accounts. Affiliated accounts are normally included in

NCRAM’s daily block trades to the same extent as client accounts. For more information on trade allocation and aggregation practices, see Item 12 below.

Allocation of Investment Opportunities NCRAM manages accounts for many different clients, including proprietary, seed and affiliate accounts. It is inevitable that, in certain circumstances, the same investment opportunity will be appropriate for more than one client, whether they are managed in a similar or different style. In such circumstances, NCRAM may have financial or other incentives to favor one client over other clients when determining how to allocate investments that are appropriate for multiple clients. For example, NCRAM has incentives to favor its proprietary, seed, and affiliate accounts by allocating better investment opportunities to such accounts to maximize returns on its investments. Similarly, NCRAM has an incentive to allocate favorable investment opportunities to client accounts paying higher fees.

NCRAM’s policies and procedures require that each client be treated fairly and equitably with respect to the allocation of investment opportunities. NCRAM seeks to confirm that clients are treated fairly by periodically analyzing the patterns of trading among client accounts managed by the same portfolio manager or portfolio management team and reviewing account/composite performance results to identify and assess anomalous variances. NCRAM has also adopted written policies and procedures designed to mitigate the risk that proprietary, seed and affiliated accounts will receive preferential treatment or priority allocations as compared to other client accounts. NCRAM's policy is to treat proprietary, seed and affiliated accounts in the same manner as other client accounts with respect to the allocation of investment opportunities. These and other reviews are designed to provide reasonable assurance that no client has been favored or disfavored over time. Cross Transactions It is our policy not to engage in buying or selling of securities from one client account to another, unless requested by a client (typically referred to as a “cross trade”). The vast majority of trades made for client accounts will be executed through the open market.

Participating in Affiliated Underwritings Subject to applicable regulatory requirements, clients may participate in securities offerings where an affiliate of NCRAM serves as a 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 could 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.

Principal Transactions and Agency Cross Transactions It is our policy not to engage in principal transactions or agency cross transactions, unless requested by a client. 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 is also 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.

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A. Factors NCRAM Considers in Selecting or Recommending Broker-Dealers for Client Transactions and Determining the Reasonableness of their Compensation Broker-Dealer Selection

NCRAM generally has discretionary authority to direct trades for its clients and selects broker-dealers to execute those trades. It is NCRAM’s policy to seek to obtain best execution on all client transactions (which may or may not result in paying the lowest available brokerage commission or dealer spread). As a result, in selecting broker-dealers, NCRAM takes into account many factors, including but not limited to: • •

• • • • • • • • • • • • •

The execution capability of the broker-dealer; The desired timing of the trade and the broker-dealer’s ability to meet our requested speed of execution; The order size and market depth; The broker-dealer’s access to primary markets and quotation sources; The broker-dealer’s access to certain markets; The trading characteristics of the security; The creditworthiness of the broker-dealer; The financial responsibility of the broker-dealer; The ability of the broker-dealer to act on a confidential basis; The ability of the broker-dealer to act with minimal market impact; The ability of the broker-dealer to locate sources of liquidity and to effect transactions when a large block of securities is involved or where liquidity is limited; The overall responsiveness of the broker-dealer; The broker-dealer’s ability and willingness to commit capital; The broker-dealer’s trade processing and settlement capabilities; or Other factors that may bear on the overall evaluation of best price and execution.

NCRAM may execute transactions through affiliates to the extent consistent with law, with client instruction, and within its duty to seek best execution. Orders may only be placed with broker-dealers that are on the firm’s Approved Counterparty List, unless an exception is warranted. NCRAM will execute a portion of client trades through electronic trading platforms. Research and Soft Dollar Benefits

Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”) 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.

Although broker-dealers provide NCRAM with proprietary research, NCRAM does not use client commissions to pay for such research. NCRAM currently has not entered into soft dollar arrangements where the brokerdealer provides us with third-party research and/or services. Brokerage for Client Referrals

NCRAM does not consider referrals when selecting broker-dealers. Client Directed Brokerage

We do permit clients to direct us to execute transactions through specified broker-dealers (including limiting trading with broker-dealers who meet specific criteria). Clients who direct us to use particular broker-dealers should be aware that we may be unable to negotiate commissions, block or batch client orders or otherwise achieve the benefits described above, including best execution, if you limit our brokerage discretion. Directed brokerage commission rates or spreads could be higher than the rates or spreads we might pay for transactions in non-directed accounts. Also, clients that restrict our brokerage discretion could be disadvantaged in obtaining allocations of new issues of securities that we purchase or recommend for purchase in other clients’ accounts. Accounts with directed brokerage instructions will generally be executed following completion of any non-directed trades. As a result, performance results for these accounts will vary from other client accounts we manage in the same strategy. 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

When we trade the same security in more than one client account, we generally attempt to “bunch” the trades in order to create a “block transaction,” in accordance with applicable law. Generally, buying and selling in blocks helps create trading efficiencies, prompt attention and desired price execution. When executing block trades, trades will be allocated among accounts using procedures that we consider fair and equitable. Participation of an account in the allocation is based on such considerations as investment objectives, investment guidelines and restrictions, availability of cash, amount of exiting holdings of the security in the accounts, and directed brokerage instructions, if applicable. In some cases, such as for new issues of fixed income securities, various forms of pro rata allocations are used, and in other cases, other allocation processes are used. However, considerations such as lot size, existing or targeted account weightings in particular securities, account size, cash availability, diversification requirements and investment objectives, and investment guidelines and restrictions may result in more particularized allocations. Minimum lot size restrictions on securities may result in smaller accounts not participating in block trades, including new issues. Client accounts who require a different trade workflow

process than carried out for the majority of other accounts will result in the accounts not participating in all block trades. As a result, performance results for these accounts will be impacted and will vary from other client accounts we manage in the same strategy.

When we fill a block order in its entirety, each participating client account generally will receive the average share price for all such purchase or sale executed during the trading day. We generally do not participate in initial public offerings of equity securities. Although allocating orders among clients may create potential conflicts of interests because we may receive greater fees or compensation from some client accounts than other clients, or because we may be affiliated or have other relationships with certain clients, we will not make allocation decisions based on such interests, greater fees or compensation.

During the initial ramp-up investment period for a new account, NCRAM will often overweight the account’s allocation of securities or loan investments purchased in a bunched transaction due to the relatively high percentage of a new account’s un-invested balance or the percentage of a new account’s assets typically held in cash or short-term investments.

Trade allocations are reviewed on a regular basis as part of the Compliance Department’s trade oversight and review procedures in an attempt to ensure clients are treated equitably over time. Non-Discretionary Accounts

We provide non-discretionary investment advisory services in which we make recommendations to clients on purchasing, selling and holding particular investments. Once the client has informed us whether to accept our recommendations, NCRAM will execute purchases or sales on behalf of the client. Discretionary and nondiscretionary clients will generally hold the same or similar securities. There could be timing differences related to the transmission of advice to a non-discretionary client for consideration and that client’s determination of whether or not to act on the advice. As a result, trades may be executed with respect to securities for discretionary clients in advance of executions for non-discretionary clients, potentially disadvantaging the non-discretionary clients. C. Potential Conflicts of Interest with Model Portfolio Clients

NCRAM, in addition to providing a model portfolio to the investment adviser of an exchange-traded fund, manages a number of other client accounts. Although investment determination for the model portfolio will be made independently from the investment determinations made by NCRAM for any other account, investments deemed appropriate for the model portfolio may also be deemed appropriate for other accounts. Therefore, the same security may be purchased or sold by NCRAM for other accounts at or about the same time as the model portfolio is provided by NCRAM to the investment adviser. In addition, NCRAM may have already traded for other clients before the investment adviser using the model portfolio has received or has had the opportunity to evaluate or act on the model portfolio. The investment adviser’s trades ultimately placed for the exchange-traded fund may be affected at different prices and may result in receiving prices that are less favorable than the prices NCRAM obtained for its client accounts. NCRAM is not able to control the investment adviser’s trading and cannot control the market impact of these trades as it could for its own client accounts.

D. Trade Errors NCRAM has adopted policies and procedures it believes are reasonably designed to address the identification and correction of errors that occur in connection with NCRAM’s management of client accounts. These policies and procedures are designed to ensure that all clients are treated fairly in NCRAM’s remediation of trade errors and that impacted clients are restored to a position at least as favorable as they would have been in had the error not occurred. NCRAM will not under any circumstances seek to correct a trade error in one client account in a manner that disadvantages another client account. NCRAM generally will not net gains and losses arising from unrelated trade errors when remediating trade errors, but may, on an individual account basis, net gains and losses resulting from the same error or a series of related transactions arising from closely related errors in certain circumstances.

A. Economic Benefits for Providing Services to Clients Neither NCRAM nor any of our employees receives any economic benefit, sales awards or other prizes from any outside parties for providing investment advice to our clients.

As discussed in Item 10, we have marketing arrangements with NCM, NAM-Tokyo and NAM-EU . NCRAM pays these affiliates a percentage of the advisory fees that it earns from certain client accounts. B. Compensation to Financial Intermediaries, Consultants and Other Third Parties

From time to time, we or our affiliates pay industry consultants for consulting and/or educational services. Our employees also periodically participate in and/or attend conferences sponsored by industry consultants. For some engagements, NCRAM and/or its affiliates may pay compensation to the consultant. These industry consultants may at times evaluate and/or recommend NCRAM to their other clients.

NCRAM may enter into arrangements pursuant to which certain unaffiliated persons and entities may be compensated, directly or indirectly, for referring clients to NCRAM or for marketing NCRAM’s strategies or products (“promoters”). NCRAM pays promoters for referrals from its own resources and such payments are not charged to advisory clients or investors in financial products advised by NCRAM and do not impact NCRAM’s advisory fees. 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 to NCRAM clients or other dealings with NCRAM that create incentives for them to promote NCRAM’s investment strategies or products. NCRAM relies on its affiliates for distribution and marketing of financial products advised by NIMBT and/or investment advisory services provided by NCRAM. NCRAM and its affiliates can, from time to time, make introductions between prospective or current clients and other NCRAM affiliates in connection with the provision of various investment advisory or other services to such clients.

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 primarily are reviewed by the portfolio managers and investment analysts. Client accounts are monitored and reviewed on an ongoing basis in order to verify that transactions conform to the client’s investment objectives and restrictions. NCRAM holds periodic meetings with its analysts to review and discuss events affecting investment strategy. Informal monitoring occurs daily with respect to the purchase and sale of securities or instruments.

NCRAM utilizes an automated third-party system that electronically monitors many of the investment guidelines and restrictions. This system is a tool used to assist our portfolio managers, compliance personnel and operations support staff. B. Factors Prompting Review of Client Accounts Other than a Periodic Review

In addition to periodic review, NCRAM performs reviews as it deems appropriate or otherwise required. Additional reviews are triggered by client requests, compliance monitoring, industry factors, market developments, statutory and regulatory changes as well the following factors: •

•

•

High yield fixed income accounts - credit quality of issues in the portfolio, tender offers, calls, the market price of securities, consent solicitations and company specific news releases.

Leveraged loan accounts - credit quality of borrowers in the portfolio, mandatory and voluntary prepayments of outstanding corporate loans, the market price of the corporate loan investments, periodic, non-public financial reports by the corporate borrowers to the corporate loan investors, and company-specific news releases and periodic public reports.

Emerging market fixed income accounts - credit quality of issues in the portfolio, debt exchanges or liability management exercises, call provisions, the market price of securities, company specific news releases, country or governmental agency specific news releases, changes in interest rate policy, changes in foreign exchange policy, imposition or relaxation of foreign exchange controls, changes in political office or political power base within a given country or region within a country, changes in tax policies or other regulations that may impact foreign investors, changes in settlement procedures and changes in policy that would increase or decrease the liquidity of securities in emerging markets.

C. Content and Frequency of Reporting to Clients

We furnish monthly accounting reports to clients detailing, among other things: portfolio positions, security cost basis and market value, and cash and security transaction activity. In addition, we provide clients with a summary performance analysis report, which contains a portfolio analysis and the portfolio’s current and historical performance (note that this does not apply to the exchange-traded fund client to whom we provide a model portfolio). These reports are provided monthly or quarterly. 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.

NCRAM does not have custody of separately managed account assets. Such client funds and securities are held by a qualified custodian appointed by clients pursuant to a separate custody agreement. Therefore, each client must select a custodian and may be required to pay custodial fees.

NCRAM is deemed to have custody over the assets of several Japanese investment trusts and other foreign collective investment vehicles (collectively “foreign funds”) for which it serves as sub-adviser solely because an affiliate acts as custodian or trustee. An independent firm has been appointed as the independent representative for these foreign funds to review and reconcile quarterly account statements issued by the custodians of the foreign funds. Client funds and securities are held by a qualified custodian appointed by clients pursuant to a separate custody agreement or held by the clients themselves. The services and fees of such a qualified custodian are separate from our fees and clients are responsible for independently negotiating custody agreements and fees.

Clients will receive account statements directly from their custodian and may also receive certain statements from NCRAM. Clients are strongly urged to review those statements carefully to ensure they appropriately reflect the activity in their account. Our statements vary from custodial statements depending on accounting procedures, reporting dates, or valuation methodologies of certain securities.

NCRAM accepts discretionary and non-discretionary authority to manage advisory accounts. A client’s executed investment management agreement authorizes such authority.

Clients place limitations on the manager’s discretionary authority based on its investment objectives, policies, or guidelines. For certain pooled investment vehicles (e.g. U.S. mutual funds and UCITS) our authority to trade securities can also be limited by certain governmental securities and tax laws that require diversification of investments and favor the holding of investments once made. When selecting securities and determining amounts, we 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 Clients may authorize NCRAM to vote proxies of the securities in the client’s portfolio. NCRAM recognizes that proxy voting is a valuable right of company shareholders. The firm has in place policies and procedures to ensure that NCRAM is administering proxy voting matters in a manner consistent with the best interests of its clients and in accordance with its fiduciary duties under applicable laws. Generally, NCRAM will vote all proxies it timely receives. However, it may be unable to vote proxies in certain circumstances, such as when securities are part of a securities lending program. In fulfilling its obligations to clients, NCRAM’s goal and intent is to vote all proxies in its clients’ best long term interests. NCRAM may vote in a manner that could diminish the value of a client’s position in the short-term if we believe it will increase this value in the longterm and we expect to hold the security for the long-term.

Clients who have delegated voting responsibility to NCRAM may from time to time contact their client representative if they would like to direct NCRAM on how to vote in a particular solicitation. NCRAM will use its commercially reasonable efforts to vote according to the client’s request in these circumstances. NCRAM has implemented processes designed to prevent conflicts of interest from influencing proxy voting decisions. These processes include a review of the conflict to determine if the vote should be referred to the client to vote or referred to another investment professional. Clients can request information about how NCRAM voted any proxy in their accounts by contacting their client service representative or by calling the Compliance Department, at 212 667-1873, or via postal request addressed to: Attention: Chief Compliance Officer Worldwide Plaza 309 West 49th Street New York, New York 10019

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. NCRAM does not vote proxies for securities held in any underlying account using a model portfolio. Class Action Settlements

From time to time, we receive notices regarding class action lawsuits involving investments that are or were held in a client’s portfolio. As a matter of policy, the client, not NCRAM, 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 NCRAM does not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients NCRAM is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Bankruptcy Filings

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