Metzler-Payden, LLC: investment adviser

Pursuant to written agreements, the Affiliated Firms perform various duties or functions related to Metzler-Payden’s investment management business including, but not limited to, providing employees to engage in investment decision-making, trading, compliance, administrative, marketing, or other such assistance. Certain officers, directors, or employees of Affiliated Firms are “dual officers” or “dual employees” of Metzler-Payden and one or more of the Affiliated Firms (collectively, “Dual Employees”). These Dual Employees are considered “associated persons” of MetzlerPayden and are subject to its supervision and control. Metzler-Payden has implemented controls to address the oversight of its Dual Employees and to reasonably maintain compliance with the Metzler-Payden Compliance Manual. The Dual Employees are subject to supervision, as applicable, by Payden or another Affiliated Firm with respect to the services provided thereto and by Metzler-Payden with respect to the services provided on behalf of Metzler-Payden. In providing its investment management services to its clients, Metzler-Payden tailors its advisory services to the individual needs of the client based on the investment guidelines agreed upon with each client. These guidelines may include restrictions on investing in certain securities or types of securities. As of December 31, 2025, Metzler-Payden managed $1.26 billion of client assets, all of which are managed on a discretionary basis.

The fee schedules below are Metzler-Payden’s standard fee rates for various types of accounts. However, fees are negotiable in certain circumstances. For example, certain clients pay fees based on historical fee schedules that are not offered to new clients. Further, since Metzler-Payden manages portfolios to meet specific client needs, fee schedules may be modified to reflect the specific nature of services provided to a particular client, and may include, for example, fixed fee arrangements, performance-based fee arrangement, different valuation dates or billing arrangements. The following schedules provide details of the standard fees charged for various accounts: Global Fixed-Income Management 0.30 of 1% up to $500 million 0.25 of 1% thereafter Global Equities Management 0.70 of 1% up to $100 million 0.60 of 1% thereafter Global Balanced Management 0.50 of 1% up to $300 million 0.40 of 1% thereafter

This can present a conflict of interest because, at least at first glance, there exists an incentive for the Dual Employee to favor the Affiliated Firm account for which a performance-based fee is received. Metzler-Payden or the Affiliated Firm address this potential conflict in two ways. First, the Affiliated Firm’s Compliance Team performs periodic reviews of trading activity for each account with performance-based fees versus trading activity for accounts with asset-based fees that have the same or a similar investment mandate as the account with performancebased fees. This is done to ensure that the accounts are being treated equitably in terms of security selection, trading of securities and the like. Second, the primary component of the compensation for each Dual Employee, including portfolio managers, is the overall performance of Metzler-Payden and the Affiliated Firm, together with the individual employee’s overall contribution to that performance over all the accounts for which the

employee has responsibility. This compensation structure is designed to provide portfolio managers the incentive to act in the best interests of all clients, regardless of the type of fee

or foreign mortgage-backed and asset-backed securities, (4) municipal debt securities issued by states of local governmental organizations, (5) dividend-paying convertible stock, and (6) convertible bonds and preferred stock. Certain elements may be variable. For example, the securities may be payable in U.S. dollars or in one or more local currencies, in which the currency exposure may, or may not, be hedged to the U.S. dollar. In terms of maturity, individual securities may be of any maturity, or they may not exceed a specific maturity, if that is the client’s requirement. Similar, there may be no limitation on the average maturity of the account’s portfolio, or there may be a maximum average portfolio maturity, again depending on client requirements. Another variable is whether all of the securities must be investment-grade, or whether some proportion may be below investment-grade. Similarly, the portfolio could include emerging market securities as well as developed market securities, again depending on the client’s guidelines and restrictions. Finally, another client-driven variable elements is whether to permit derivatives, for example, futures, swaps, options or currency transactions for hedging purposes or otherwise. Risk of Loss. There are risks in owning debt securities, and thus you could lose money owning these securities. For example, when interest rates rise, the market prices of the debt securities usually decline. When interest rates fall, the prices of the debt securities usually increase. Generally, the longer the average maturity of the portfolio, the greater the price fluctuation will be. Also, below investment-grade securities are more speculative

than investment-grade securities and involve a greater risk of default and price fluctuation. In addition, though, there are risks in owning foreign securities. The performance of foreign securities can be adversely affected by the different political, regulatory and economic environments in countries where the securities are issued, and fluctuations in foreign currency exchange rates may also adversely affect the value of foreign securities. Finally, emerging markets tend to be more volatile than the U.S. market or foreign developed markets. Metzler-Payden Investment Process. Mr. Brian W. Matthews and Mr. Franz von Metzler serve as Co-Chief Investment Officers of Metzler-Payden. Mr. Matthews, a Director, is also a Managing Director of Payden, having joined the firm in 1986. Mr. von Metzler, a Director, is also Member of the Executive Board of B. Metzler seel. Sohn & Co. AG and is responsible for the Asset Management division. He joined Metzler in 2014. Together, Mr. Matthews and Mr. von Metzler are responsible for defining the broad investment parameters applicable to each client’s account. Different teams, composed of Dual Employees, are responsible for the day-to-day management of each client account within those broad investment parameters. The investment process is a team approach in which the Co-Chief Investment Officers receive input from two functions in formulating investment policy. The first function deals with investment strategy and is responsible for developing portfolio structures that reflect both the macro directives set by the Co-Chief Investment Officers and the securities available in the market. This function analyzes investment opportunities and strategies and makes portfolio management decisions and applies them to the various client accounts. The second function focuses on client-related issues in helping the Co-Chief Investment Officers and the investment strategy group develop portfolio structures. Its goal is to identify and communicate a client’s objectives/constraints, risk tolerances and time horizon to the investment strategy function. Together, the investment strategy and client service functions comprise the heart of the investment process implementing the policies established by the Co-Chief Investment Officers. Implementation of investment policy is carried out by the trading function, which transacts with brokers across the globe. The trading desk is responsible for tracking dealers’ inventories, competitive pricing and security selection. Most transactions are placed on a competitive basis to confirm “best execution”. Where applicable, Metzler-Payden considers Environmental, Social and Governance (“ESG”) to the extent it could impact security performance on a short to medium term time horizon. Metzler-Payden’s ESG investment processes are dynamic. They are designed to be adaptive to changing market conditions, data coverage, developments in the global ESG landscape and broader sustainability analysis and therefore may change over time. Metzler-Payden uses several third-party data providers to collect ESG data and analytics. The use of third-party data providers may evolve or be discontinued at Metzler-Payden’s discretion. Metzler-Payden periodically reviews the third-party data sources and

methodologies used to inform its policies and accordingly, the policies may be updated from time to time. Metzler-Payden relies on third-party data for the application of exclusions. Metzler-Payden currently applies ESG exclusions which prohibit investments in issuers that are included in the Bloomberg industry subgroups of Tobacco or Private Corrections. The categories of excluded potential investments, if any, may change from time to time. Metzler-Payden carefully considers all aspects of the issues presented by a proxy matter. With respect to the wide variety of social and corporate responsibility issues that are presented, Metzler-Payden’s general policy is to take a position in favor of responsible social policies that are designed to advance the economic value of the issuing company. The final step in this investment process is review and control. It is at this level that Metzler-Payden personnel routinely check portfolios for adherence to guidelines, consistency of structure and return attribution. Although Metzler-Payden does not move portfolios in lockstep, portfolios with similar mandates will have similar portfolio structures and returns. Exceptions are quickly identified and subsequently reviewed by the Co-Chief Investment Officers.

Finally, neither Metzler-Payden nor any of its employees or associated persons, including those that are Dual Employees, has had any proceedings before any self-regulatory organization brought against them that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management.

As indicated above under Item 4, certain officers, directors, or employees of Affiliated Firms are considered Dual Employees. These Dual Employees are considered “associated persons” of Metzler-Payden and are subject to its supervision and control. Metzler-Payden has implemented controls to address the oversight of its Dual Employees and to reasonably maintain compliance with the Metzler-Payden Compliance Manual. The Dual Employees are subject to supervision, as applicable, by Payden or another Affiliated Firm with respect to the services provided thereto and by Metzler-Payden with respect to the services provided on behalf of Metzler-Payden. Potential Conflict of Interest Given it only provides investment management services for separately managed accounts, Metzler-Payden does not have potential conflicts of interest that might exist if it also provided investment management services to mutual funds in which it might have its separately managed accounts invest.

Dual Employees are required to make securities holdings and transaction reports under the Code and under the Code of Ethics of the Affiliated Firm for which they are performing services. On an annual basis, personnel certify that they read, understand and will comply with the Code and other compliance-related policies. A copy of the Code will be provided to any client or prospective client upon request.

Neither Metzler-Payden, nor any Dual Employee working on client accounts, recommends to clients, or buys or sells for client accounts, securities in which the firm or such persons have a material financial interest. In fact, Metzler-Payden does not buy securities for its own account, and thus no potential conflict of interest exists at the firm level. At the same time, personal trading by Dual Employees working on client accounts is allowed. However, Metzler-Payden carefully monitors and regulates that activity to ensure that the first fundamental principle of the Code – the duty at all times to place the interest of our clients first – is met. Thus, client accounts always take priority over the personal trading of Dual Employees working on client accounts to reduce the conflict of interest. And, even if an actual conflict of interest does not exist, Metzler-Payden’s personal trading policy seeks to avoid perceived conflicts. The basic elements of the personal trading policy are as follows: First, “personal trading” includes not only trading by any person working on client accounts but also trading by that person’s spouse and children residing in the same household. Second, it applies to any account over which the person or such family members have authority to direct trades. Third, the Metzler-Payden on-line personal trading system maintains a restricted list of companies, the securities of which the firm is trading or considering trading for client accounts. Personal trading of those company’s securities is restricted, even if there is no actual conflict of interest and only a potential or perceived conflict of interest. Fourth, with the exception of certain types of securities identified in the personal trading policy, including for example, U.S. government securities, certificates of deposit or open-end mutual funds, all personal trades must be pre-approved, and once approval has been obtained, the trade must be completed within two business days. If the trade is executed without pre-approval or after the approval time has expired, the trade must be reversed, any profits disgorged, and any losses will be assumed by the person’s personal account. Fifth, all accounts subject to Metzler-Payden’s personal trading policy are required to have their brokers or custodians send duplicate confirmations to Metzler-Payden’s Chief Compliance Officer (“CCO”). Confirmations are matched with the pre-approval record. Sixth, the Code provides that upon joining Metzler-Payden, new employees are required to provide the CCO with an initial list of all reportable securities owned by the employee, the employee’s spouse or any family member residing in the household. Annually thereafter, all employees are required to provide the CCO with a list of reportable securities owned by the employee, spouse or family members in the household.

Metzler-Payden will then execute the trade with the brokerdealer that, in its judgment, will provide the "best execution" on that trade. In assessing "best execution," Metzler-Payden takes into account a number of factors. The choice of the broker-dealer is based not only on the price offered on the specific trade, but also on other considerations, including for example, the timeliness of the execution of the trade, the size of the trade order and the broker-dealer's ability to handle an order of that size, the breadth or thinness of the market in that particular security, the expertise, ability and experience of a particular broker-dealer to handle that particular transaction and the efficiency of post-trade operations. Most transactions in fixed income securities are effected through broker-dealers on a "net" basis, i.e., without commission. However, some fixed income transactions are effected on an agency basis through a broker-dealer to which a commission is paid. Transactions in equity securities are transacted through broker-dealers on a commission basis, and the selection of such broker-dealers involves basically the same considerations discussed above. Metzler-Payden’s Best Execution Committee regularly evaluates commission charges and strives to execute transactions on a low commission basis consistent with "best execution." In addition, as a part of its deliberations, the Best Execution Committee considers all aspects of trading with broker-dealers and meets with all traders over the course of the year to review their trading and understanding of the firm’s trading policies and procedures. Research and Other “Soft Dollar” Benefits. With respect to arrangements for so-called “soft dollar” benefits, Metzler-Payden does not have any arrangement or understanding with any broker-dealer, and there should be no expectation by such broker-dealer, that Metzler-Payden will execute transactions through the broker-dealer in exchange for the broker-dealer providing research publications, internally prepared investment information or other similar “soft dollar” benefits. Metzler-Payden does receive such publications and information, generally on an unsolicited basis, from a number of broker-dealers through which it effects client transactions, as well as from other broker-dealers through which it may never, or only rarely, execute such transactions. To the extent Metzler-Payden uses such broker-dealer supplied information, Metzler-Payden uses it for the benefit of all its clients. Most important, Metzler-Payden’s primary research source is its internal analysis process, which includes face-to-face meetings with officials of the company issuing the securities, reviews of SEC filings and other publications and information by the issuing

company and the like. In short, in selecting a broker-dealer for any transaction, MetzlerPayden’s focus is on obtaining “best execution” for its clients under the circumstances of that particular transaction. Any research provided by a broker-dealer executing a particular transaction is purely incidental. Brokerage for Client Referrals. Metzler-Payden does not seek and does not consider client referrals from broker-dealers when a Dual Employee selects broker-dealers for MetzlerPayden client transactions. Directed Brokerage. Metzler-Payden does not recommend, request or require that clients use particular broker-dealers. Further, no Metzler-Payden client has requested that Metzler-Payden direct trades to particular broker-dealers. Aggregation of Purchases or Sales of Securities. Dual Employees routinely aggregate the purchase or sale of securities, including aggregations involving Metzler-Payden client accounts, for the following reasons. First, pricing of securities is better for all accounts in the trade for larger aggregated orders, or “round lot” orders, than for several smaller individual orders, or “odd lot” orders. Second, operationally, larger aggregated “round lot” orders are generally better executed from an operational perspective than several smaller individual “odd lot” orders. Third, Metzler-Payden clients also benefit from the decrease in potential dispersion of returns amongst accounts that might otherwise occur with several smaller individual “odd lot” orders. Allocation of Trades. Dual Employees may at times determine that certain securities will be suitable for acquisition by more than one account, including accounts managed by Metzler-Payden. If that occurs, and Metzler-Payden is not able to acquire the desired aggregate amount of such securities on terms and conditions which Metzler-Payden deems advisable, Metzler-Payden will endeavor to allocate in good faith the limited amount of such securities acquired among the various accounts for which Metzler-Payden considers them to be suitable. Metzler-Payden may make such allocations among the accounts in any manner that it considers to be fair under the circumstances, including, but not limited to, allocations based on relative account sizes, the degree of risk involved in the securities acquired, and the extent to which a position in such securities is consistent with the investment policies and strategies of the various accounts involved.

allocation, compliance with ratings and other relevant guidelines and the like. In addition, there may be more frequent periodic, i.e., daily or weekly, reviews for a particular client account that may be the result, for example, of particular investment guideline requirements, for example. Then, on a quarterly basis, the two Portfolio Managers fully review each client account assigned to them in preparation for sending out the quarterly client reports. In each instance, they are looking for outliers in relation to a variety of measures described above. Non-periodic reviews of client accounts occur following material deposits or withdrawals, or after purchasing or selling a position across a large number of client accounts. In particular, these reviews focus on assuring that an account’s positions are correctly weighted post trade. In addition, the Compliance Team conducts the following regular reviews with respect to investment guideline restrictions. Metzler-Payden’s trading system conducts an automated compliance check at the time of any security transaction. If any warnings are received, the Compliance Team reviews those warnings on a daily basis, investigates as necessary, and if corrective action is necessary, works with the Portfolio Managers to take such action as soon as reasonably possible. Similarly, on a weekly basis, a separate automated compliance review is conducted looking at the account portfolio as a whole. Again, the Compliance Team reviews any warnings that are raised, investigates as necessary, and works with the Portfolio Managers to take any necessary corrective action as soon as reasonably possible. Reporting to Clients Clients receive a monthly report that provides a listing of all asset holdings and of the transactions that occurred during the month. The monthly report also includes data on investment performance. The purpose of the monthly report is to provide detailed accounting information on assets held, on changes in the value of the assets held, and on changes in the portfolio’s asset holdings. In addition, all clients receive a quarterly report providing information on the performance of the portfolio over the quarter. The quarterly report also provides a discussion of market conditions during the quarter, the strategies pursued, the firm’s investment outlook, and other information pertinent to the relationship. The purpose of the quarterly portfolio report is to provide the client with a broader overview of market conditions and the steps that Metzler-Payden took, or is contemplating taking, in fulfilling its portfolio management obligations. Some clients seek more frequent information. Through a computer link, clients may obtain a daily listing of assets and transactions. Other clients receive this information on a weekly basis, either through a computer link or by facsimile transmission.

client request is in conflict with other clients’ best interests, Metzler-Payden will vote the proposal in those clients’ best interests. Any client or prospective client may contact Metzler-Payden to obtain a copy of its proxy voting record and a copy of its Proxy Voting Policy. The following is a summary of Metzler-Payden’s Proxy Voting Policy. Background. To the extent that a client has delegated to Metzler-Payden the authority to vote proxies relating to securities, Metzler-Payden expects to fulfill its fiduciary obligation to the client by monitoring events concerning the issuer of the security and then voting the proxies in a manner that is consistent with the best interests of that client and that does not subordinate the client’s interests to Metzler-Payden’s interests. Metzler-Payden carefully considers all aspects of the issues presented by a proxy matter, and depending upon the particular client requirements, Metzler-Payden may vote differently for different clients on the same proxy issue. General Proxy Voting Policies Followed by Metzler-Payden. Absent special client circumstances or specific client policies or instructions, Metzler-Payden will generally vote as follows on the issues listed below: 

Vote for stock option plans and other incentive compensation plans that give both senior management and other employees an opportunity to share in the success of the issuer. However, consideration may be given to the amount of shareholder dilution.

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Vote for programs that permit an issuer to repurchase its own stock.

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Vote for proposals that support board independence (e.g., declassification of directors, or requiring a majority of outside directors).

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Vote against management proposals to make takeovers more difficult (e.g., “poison pill” provisions, or supermajority votes).

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Vote for management proposals on the retention of outside auditors. However, consideration is given to the non-audit fees paid to the outside auditor.

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Vote for management endorsed director candidates, unless there are specific circumstances that would indicate a “no” vote.

With respect to the wide variety of social and corporate responsibility issues that are presented, Metzler-Payden’s general policy is to take a position in favor of policies that are designed to advance the economic value of the issuing company. Conflicts of Interest. From time to time, Metzler-Payden may purchase for one client’s portfolio securities that have been issued by another client. Metzler-Payden does not have

a policy against such investments because such a prohibition would unnecessarily limit investment opportunities. In that case, however, a conflict of interest may exist between the interests of the client for whose account the security was purchased and the interests of Metzler-Payden. To ensure that proxy votes are voted in a client’s best interest and unaffected by any conflict of interest that may exist, Metzler-Payden may abstain from voting on a proxy question that presents a material conflict of interest between the interests of a client and the interests of Metzler-Payden. Votes for which there is no conflict of interest, retention of auditors for example, will be voted according to Metzler-Payden’s standard policy.