SLC Management: investment adviser

Adviser leverages the research, portfolio management, trading and related functions of its global affiliates and in certain cases, Adviser’s services are delegated to, or provided in connection with, one or more of its affiliates as described in Item 10. In some cases, Adviser retains affiliated third-party managers or subadvisers to provide portfolio management services under Adviser’s oversight. Advisory Services Adviser provides asset and risk management services to institutional investors, some of whom are affiliated with Sun Life Financial. Adviser also provides recommendations, investment advice and analysis regarding investment strategies and potential investments to affiliated and unaffiliated entities. The nature of investment advice and analysis provided can include portfolio holdings and/or weightings, analysis and evaluation of potential investments and other related information regarding the construction and maintenance of portfolios. Adviser customizes clients' portfolios to meet their objectives. Clients invested in certain products can request investment restrictions, including on certain of securities (e.g., credit quality, type) and on responsible investment or environmental, social, and governance (“ESG”) restrictions. Adviser has capabilities in developing multi-asset class solutions, liability driven investing strategies and alternative investments to help institutional investors match assets and liabilities as a part of a total return portfolio. Adviser’s strategies are managed through a disciplined investment process which follows one or more of these disciplines:

Focus on Fundamentals Disciplined Risk Management Extensive Credit Research Team Approach to Portfolio Management

However, as discussed below, not all strategies follow the same investment process.

Insurance Asset Management (“IAM”): Adviser provides clients with decades of insurance expertise through a global insurance asset management platform that seeks to deliver performance through traditional and alternative asset classes. IAM provides asset and risk management services to institutional investors, with a particular focus on customizing portfolios for insurance companies. This is achieved through proprietary financial modeling and analysis that considers each client’s unique business environment, financial position, and regulatory context. The integrated team designs comprehensive investment policies, develops or refines investment guidelines, and creates optimal mixes of taxable and tax-advantaged investments tailored to each client’s objectives and risk tolerances. These same techniques are also applied to non-insurance entities and high net worth family offices. In addition to discretionary and nondiscretionary investment advisory services, Adviser’s trade desk and personnel may effect transactions for affiliates that are not advisory clients, strictly on a “cost recovery” basis. These accommodation trades are not considered part of the Adviser’s core advisory business, but support the broader investment infrastructure. Total Return Fixed Income (or “TRFI” ): Adviser seeks to provide returns consistent with the risk profile of the client’s mandate. From short and intermediate duration to core fixed income and long credit, Adviser offers total return fixed income strategies managed against the traditional fixed income benchmarks across the duration spectrum. TRFI’s philosophy seeks to add value through issue selection and sector rotation, minimizing interest rate risk by adhering to a duration neutral posture, and working towards reducing downside risk. TRFI seeks relative value at the issue level by examining historical relationships with comparative bonds and sub-sectors in order to identify possible mean reversion trades in both structured and corporate credit. TRFI also looks for upgrade candidates, especially in securitized bonds, and mispriced securities across the curve. Liability Driven Investment (“LDI”): Adviser works with plan sponsors at all stages of de-risking, from early-stage clients taking their first steps to reduce funded status volatility, to late-stage clients looking to fine tune their liability- hedging programs. Derivative Overlay: Adviser designs, models and manages customized overlay solutions that can shape a client’s portfolio risk profile and improve the risk/return profile of their investments. Adviser can help clients optimize portfolio beta and reduce uncompensated or unwanted risk across a broad range of risk types – from currency, to credit, to interest rates, to equity. Private Fixed Income: Advisory provides advisory services within primarily investment grade private fixed income markets, including sourcing investments in project, corporate and midmarket finance, private real estate finance, and private securitization finance. Adviser also provides investment management services related to commercial mortgage and commercial real estate investment management, mortgage origination agreements, loan servicing agreements, and mortgage administrative agreements. Adviser manages assets on a discretionary and a non-discretionary basis. As of December 31, 2025, Adviser’s total regulatory assets under management (“RAUM”) was

$76,410,239,323 including $66,429,406,539 in discretionary and $9,980,832,784 in nondiscretionary accounts.

The fees are generally calculated as a percentage of assets under management and are payable monthly or quarterly in arrears, prorated for partial periods or may charge based on a tiered fee schedule, typically 0.25% for the first $50 million, 0.20% for the next $200 million, 0.13% for the next $250 million, and negotiable rates for assets exceeding $500 million—with fees billed quarterly in advance based on prior quarter-end valuations. High net worth clients typically pay fees of between 15 and 25 basis points per year with annual minimum fees of $12,500 per year. Accounts initiated or terminated during a calendar quarter are charged a pro-rated fee. IAM may also negotiate fixed fees or alternative arrangements, particularly for clients with multiple accounts. In both cases, fees are exclusive of brokerage commissions, transaction fees, custodial fees, and other related costs incurred by clients. These typically include charges from custodians, brokers, and third parties such as deferred sales charges, transfer taxes, wire transfer fees, and fund-level expenses disclosed in prospectuses. Private placements may incur Securities Valuation Office filing and maintenance fees, as well as restructuring or workout-related costs. For more information on brokerage services and fees, please see Item 12 – Brokerage Practices below. IAM may impose additional fees for customized reporting. IAM does not charge management fees on client assets invested in affiliated private funds, instead invoicing investors directly, with all associated costs detailed in the respective offering documents. IAM does not deduct fees from client assets unless explicitly approved by the client, and in the event of termination, IAM will prorate fees through the end of the notice period, as outlined in each client’s investment management agreement. For clients who are billed in advance, if the account is terminated prior to the end of a billing period fees will be refunded to the client on a pro-rata basis based on the account’s termination date. Total Return Fixed Income (“TRFI”) For discretionary asset management, TRFI utilizes a standard asset-based fee schedule for the products shown in this section. However, fees are negotiable at Adviser’s sole discretion.

TRFI’s fees exclude any brokerage commissions, transaction fees, custodial fees and other related costs and expenses that are incurred by clients in connection with TRFI’s advisory services. In certain circumstances, clients will incur charges imposed by custodians, brokers, and/or other third parties, including fees charged by managers, 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. Prospective clients should be aware that in addition to TRFI’s advisory fees for separate account management, exchange-traded funds (ETFs) or mutual funds in which a client's account is invested also charge advisory fees and clients invested in those funds will bear each such fund’s advisory fees and other fund expenses. Fee schedules and information about fund expenses for ETFs and mutual funds can be found in the relevant prospectus. In addition, clients participating in TRFI derivatives strategies will pay execution commissions, clearing fees, and exchange fees for commodity interests purchased and sold for their accounts. For more information on brokerage services and fees, please see Item 12 – Brokerage Practices below. Collective Investment Trust (“CIT”) Management Fees In return for managing CIT assets, TRFI receives investment advisory fees, which the CIT Trustee accrues daily, charges the CIT investors quarterly in arrears, and remits such earned advisory fees to TRFI on a quarterly basis. A separate fee class is available only for investment by plans with direct relationships with TRFI for management fees. Private Fund Management Fees TRFI does not charge a fee on client assets invested in the private funds to which Adviser or an affiliate act as manager because it receives a management fee directly from each fund as described and disclosed, alongside all other costs and expenses, in the funds’ respective offering documents. Additional costs and expenses borne by investors are detailed in the fund offering documents. Separately Managed Account Fees Fee schedules for separately managed accounts are listed in the tables below. Fees are payable quarterly in arrears unless otherwise agreed in the investment management contract. Accounts initiated or terminated during a calendar quarter are charged a pro-rated fee. TRFI billing is done in two ways depending on the type of account: 1) Direct billing for discretionary asset management quarterly in arrears; 2) Billing for accounts participating in certain consulting platforms quarterly via the custodian and can include the direct debiting of fees as further described in Item 15 - Custody.

Additional Compensation and Conflicts of Interest Sale of Affiliated Funds to Clients Certain supervised persons of Adviser are also registered representatives of Sun Life Institutional Distributors (U.S.) LLC (“SLID”), Adviser’s affiliate broker-dealer, in order to sell interests in securities offered by Adviser or its affiliates, as detailed in Item 10. Such supervised persons receive compensation in connection with the sale of such securities and have a financial incentive to recommend such securities to clients based on the compensation received, rather than on a client’s needs. SLID registered persons only offer affiliated funds to clients. Adviser will disclose to a client its involvement, or that of a related person, as principal, investment adviser, or investor in any affiliated pooled vehicle which it is recommending to that client. Adviser does not exercise its discretionary authority over client accounts to invest those accounts in any affiliated pooled vehicle in which Adviser or a related person is involved as a principal, investment adviser, or investor, unless the client has specifically authorized Adviser to do so in its contract with the client. Structuring or Commitment Fees Generally, the private fixed income transactions that Adviser recommends and/or invests in for its clients do not generate structuring or commitment fees. However, to the extent any such fees are received, Adviser credits such fees to the client account. Compensation of Adviser and Adviser’s Investment Professionals Compensation of Adviser’s investment professionals includes a combination of base salary, a performance-based annual cash incentive bonus, and a long-term incentive (“LTI”) grant (for more senior roles). The base salary component depends on market data relative to similar positions within the industry as well as the past performance, experience, and responsibility of the individual. Investment professionals’ annual cash incentive bonus and long-term incentive grant is paid from an annual incentive pool. The incentive pool is determined annually based on a combination of individual compensation targets and competitive market pay levels formulated in consultation with external compensation experts. This target pool is increased or decreased annually by a multiplier based on Adviser’s performance. The multiplier is agreed annually between Adviser and Sun Life Financial and it reflects both investment performance and business performance. Each investment professional's incentive compensation, including both the annual cash incentive bonus and the long-term incentive grant, is primarily determined by client investment performance and client satisfaction, business performance and individual performance against

established personal goals. All are important factors in determining the size of the annual bonus awarded to each individual. The LTI is delivered through SLC Management’s Phantom Share Unit Plan (SLC Shares), designed to align compensation to long-term SLC Management value creation. LTI awards for eligible participants are determined on an annual basis according to the deferral rates. For awards that exceed the deferral threshold, a portion of the award is deferred and awarded in Adviser’s long-term incentive compensation, with the remainder paid in cash. Total compensation is designed to be competitive with the market, but an individual’s actual compensation will vary. Investment professionals are all covered by the same general compensation structure. With respect to certain investment advisory services provided to affiliated companies, Adviser’s compensation can be limited to either reimbursement from the affiliate for the expenses Adviser incurs in providing these services, or reimbursement of such expenses plus a percentage of cost. Conflicts Related to Valuation and Fees Adviser could value identical assets differently in different client accounts across the business units due to, among other things, different valuation guidelines applicable to such client accounts or different third-party pricing vendors. The discrete lines of business within the Adviser typically will be guided by specific policies and requirements with respect to valuation of client holdings, which can include valuations that are provided by third parties, when appropriate, as well as comprehensive internal valuation methodologies. When client accounts hold illiquid or difficult to value investments, Adviser uses a third-party valuation firm with relevant expertise when feasible and agreed to by the client. In situations where this is not practical, Adviser faces a conflict of interest when making recommendations regarding the value of such investments since Adviser’s fees are generally based on the value of assets under management.

federal law requires financial institutions to obtain, verify and record information that identifies each person who opens an account on behalf of an investor. This means that Adviser will request from the client or its beneficial owners its name, address, government identification number and other information that allows Adviser to identify the client. If the client refuses to provide the information requested, Adviser will not be able to manage assets for the client.

The portfolio management team utilizes a team of credit research analysts and structured credit and mortgage research analysts to formulate opinions based on fundamental research. The credit research team focuses on company fundamentals such as revenue and earnings growth, ability to generate cash flow and debt repayment. Members of the credit research team are assigned to specific industry sectors, and each focuses on the fundamentals of their assigned sectors and the economic drivers that could impact the credit direction of their sectors. The structured credit research and mortgage team focuses on value and quality of collateral, structure and subordination of the collateral pool and economic trends that could affect the performance of the security or sector. Adviser utilizes the research and services of affiliates in formulating advice delivered to clients:

Sun Life Capital Management (Canada) Inc. research staff provide general research services to Adviser pursuant to an Administrative Services Agreement. Adviser also relies on Sun Life Capital Management (Canada) Inc. to source and underwrite certain types of transactions in private fixed income investments for portfolios of its clients, subject to the oversight and approval of Adviser.

Adviser has outsourced some of its investment research functions to a Sun Life Financial service center in India for public fixed income and mortgage reviews.

Such research personnel are covered under Adviser’s Code of Ethics. Some business units within Adviser conduct their own research for their portfolio management activities that is not broadly shared. Adviser does not automatically screen investment opportunities based on ESG considerations. Adviser integrates ESG factors and other non-financial risks into its research and investment processes to ensure that material ESG information is effectively incorporated into investment decisions as necessary. Adviser does not represent that any Client is or will be “ESG Compliant” or, unless provided to the contrary in the relevant governing documents, assign any particular ESG scoring or factor(s) that would operate as a restriction on the client’s ability to make or retain an

investment. The ESG integration approach for each investment team varies given the objectives of the underlying mandate, asset type(s), availability of information, as well as the relative importance of other financial factors used in assessing an investment opportunity. Adviser can obtain ESG-related research (including analyses of particular companies or industries), scoring and other data from third parties and rely on such information when weighing ESG considerations for a particular investment. If data is of lower quality, or if the research, scoring or data contains errors, Adviser’s decision making could be adversely impacted. Adviser believes that investing with a rigorous analysis of both financial and ESG factors can generate attractive risk-adjusted returns over time. Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be achieved. Clients should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Client mandates may be limited to certain types of securities (e.g., fixed income) or to the Adviser’s recommendations and may not be diversified. The advisory services are generally not intended to provide a complete investment program and Adviser expects that the assets it manages do not represent all of the client’s or investor’s assets. Clients and investors are responsible for appropriately diversifying their assets to guard against the risk of loss. TRFI The following factors guide the formulation of Adviser’s TRFI investment philosophy:

Adviser employs bottom-up security selection using a repeatable process that creates value. Adviser seeks “upgrade” candidates and mispriced securities (particularly in securitized credit) and looks for relative value at the issue level by examining historical relationships with comparative bonds and sub-sectors to isolate mean reversion trades in both structured and corporate credit. Adviser takes a neutral stance on interest rates.

Adviser is opportunistic and believes in actively managing portfolios to seek relative value. Adviser looks for risk that is fundamentally or technically priced in order to find investment opportunities. Avoiding the downside is critical to outperformance, and Adviser is willing to underweight any sector.

TRFI’s investment management strategies are usually developed with active involvement of the client and their consultants and can utilize customized asset- liability benchmarks as an investment management technique. Clients routinely impose restrictions, including responsible investment or ESG restrictions, on investing in certain types of securities (e.g., credit quality, type). The imposition of restrictions can act to prevent TRFI from fully implementing a desired investment strategy for a client, which could adversely impact performance when compared with accounts of the same strategy that are not restricted. TRFI uses various methods of analysis in managing its client assets: Qualitative 1. Fundamental: Bottom-up/top-down credit research analysis of bond issuers

2. Relative: Research and screens on the relative value of a position compared with other fixed income sectors and sub-sectors, as well as spread valuation compared with the Treasury or swap curve. 3. Technical: Supply and demand of products across the market 4. Yield curve: Various positions perform differently based on both the shape of the curve and macroeconomic forces/trends Quantitative 1. SMART: Daily index replication, risk-reward calculations of the Index 2. DAILY: Risk management of the portfolio versus the Index on a daily basis; documentation of risk/reward issues Investment Strategies 1. Interest rate neutral versus an index 2. Value added through issue selection and sector rotation Risk of Loss Analysis 1. Breakeven analysis over a 3, 6, and 12-month horizon 2. Probability of default analysis 3. Portfolio diversification TRFI also manages an overlay completion strategy, which seeks to modify duration synthetically via the use of commodity interests to augment asset-liability management strategies. This can be achieved in a variety of ways, including strategic and tactical objectives. A strategic objective can be achieved through positions that enhance duration and key rate matching against an index. A tactical objective can be achieved through positions that offset anticipated interest rate movements (e.g., using interest rate swaps or swaptions). IAM Fixed Income Strategies IAM seeks to manage the liabilities of clients through the selection of securities that match the duration and expected cash flows of each client’s insurance products. Public Fixed Income IAM’s relative value strategy seeks performance through security and sector selection and weighting based on fundamental research, and rotation within and across sectors based on relative value opportunities and economic outlook to achieve attractive risk adjusted returns. IAM seeks to manage portfolio risk by active diversification across securities and sectors. Where pertinent, IAM seeks to actively manage interest rate risk by looking to maintain

portfolio duration within ranges agreed to by the client. The outlook for rates evolves from IAM’s view on the economy and economic policy over time. Private Fixed Income Adviser’s relative value strategy in the private fixed income markets is to seek yield above public bonds of comparable credit quality from transactions that require industry sector expertise, as well as expertise in evaluating complex transactional structures. Examples of such investments include long term debt financing; senior secured and unsecured loans to high credit quality large corporate borrowers; structured finance, including financing of clean energy, infrastructure and transportation assets, and financing secured by pools of financial assets originated and managed by third parties which may include loans, leases, or other types of financial obligations. Credit research focuses on company fundamentals such as revenue and earnings growth, ability to generate cash flow and debt repayment, and economic drivers that could impact the credit of the borrower. In structured transactions, the analyst focuses on value and quality of collateral, structure and subordination of the collateral pool and economic trends that could affect the performance of the security or sector. Fixed Income Investment Strategy Risks Applicable to TRFI and IAM There is no assurance that the objective of any fixed income investment strategy can be achieved. The principal risks associated with Adviser’s fixed income strategies are interest rate risk, credit risk, liquidity risk, prepayment risk, extension risk, market risk, and rating agencies risk. To the extent a fixed income strategy employs investments in mortgage-backed or asset-backed securities, high yield securities, private fixed income or foreign fixed income securities, it can also experience risks associated with these investments. These risks are described below. In addition, Adviser’s judgments about the relative value of securities selected for the portfolio can prove to be wrong.

Interest Rate Risk. Interest rate risk involves the risk that interest rates will go up, causing the value of the portfolio’s fixed income securities to go down, and the risk that interest rates will go down, potentially causing a negative impact on reinvestment returns. Various factors can affect market interest rates including, inflation; slow or stagnant economic growth or recession; unemployment; money supply, Central bank monetary policies and other monetary system participants; actions of other market participants; international disorders; and instability in domestic and foreign financial markets. This risk can be greater for securities with longer maturities. Risks associated with changing interest rates can have unpredictable effects on the markets and client accounts.

Credit Risk. Credit risk is the risk that the issuer of fixed income securities owned by the portfolio will default on its payment obligations, become insolvent, or have its credit rating downgraded by a rating agency and thereby causing the market value of the securities to decrease.

Liquidity Risk. Liquidity risk is the risk that Adviser will be unable to sell a given security at an advantageous time or price or to purchase the desired level of exposure for the portfolio. This is especially relevant for private fixed income investing.

Prepayment Risk or “Call” Risk. Prepayment risk or “call” risk is the risk that the issuer of a callable security will exercise its right, when interest rates are falling, to prepay principal earlier than scheduled, forcing the portfolio to reinvest in lower yielding securities.

Extension Risk. Extension risk is the risk that the issuer of a security will exercise its right, when interest rates are rising, to extend the time for paying principal, which will lock in a below-market interest rate, increase the security’s duration and reduce the value of the security.

Market Risk. Market risk is the risk that prices of securities in the portfolio will fall as a result of general market movements, adverse market reactions to recent events or trends, including unfavorable company news.

Rating Agencies Risk. Rating agencies risk is the risk that rating agencies, on which the Adviser can rely in part when selecting securities for the portfolio, are incorrect in their evaluation of an issuer’s financial condition or fail to make timely changes in credit ratings upon a change in such issuer’s condition.

Risks Related to Investing in Mortgage-Backed or Asset-Backed Securities. For investments in mortgage-backed or asset-backed securities, the portfolio’s investments in these types of securities are affected by the characteristics of the underlying assets, which can increase their levels of interest rate risk, extension risk and prepayment risk.

Risks Related to Investing in High Yield Securities. For high yield securities, there is also the risk that an economic downturn or period of rising interest rates will adversely affect the market for high yield securities and reduce the portfolio’s ability to sell its high yield securities. High yield securities can be subject to greater levels of interest rate risk, credit risk, and liquidity risk than other fixed income securities. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

Risks Related to Investing in Foreign Securities and Currency Exchange Risk. For foreign securities, there is the risk that prices of the portfolio’s foreign securities can go down because of foreign government actions, political instability, or the more limited availability of accurate information about some foreign issuers. For investments in emerging market or developing countries, there is also the risk that these investments will perform poorly as a result of market, credit, currency, liquidity, legal, political and other risks different from, or greater than, those affecting investment in developed foreign countries.

Currency Risk: Foreign securities also involve currency risk, which is the risk that the value of interest paid on non-dollar and non-U.S. securities, or the value of the securities

themselves, will fall because currency exchange rates change. Foreign issuers of securities denominated in U.S. currency can face a greater risk of default than U.S. issuers if the issuer’s currency is significantly devalued against the U.S. dollar.

Securities Selection Risk. Securities selection risk is the risk that Adviser’s judgments about the relative values of securities selected for the portfolio can prove to be wrong.

Reinvestment Risk. Reinvestment risk is the risk that falling interest rates result in lower yielding fixed income investments. When current fixed income investments mature, future investments could be made at a lower interest rate, which hurts investor returns.

Inflation Risk. Inflation risk is the risk that the present value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of assets can decline, which reduces the buying power of fixed income cash flows and lessens the market value of most bonds.

Transaction Cost Risk. Transaction cost risk is the risk that when an investment’s cost and fees are so high that they detract from an investor’s return.

Legislative Risk. Legislative risk is the risk that occurs when a legislative body changes a tax code and affects the value of interest income.

Event Risk. Event risk is the risk that unforeseen events at the time of a bond’s issuance interfere with an issuer’s ability to make timely interest or principal payments.

Settlement Risk. Settlement risk is the possibility that a trading counterparty fails to pay cash or deliver securities upon the scheduled settlement of a trade.

Operational Risk. Adviser relies heavily on its portfolio management, trading, financial, accounting and other data processing systems. Operational risks arising from failed processes and systems, human error or external events, as part of the trading lifecycle (execution, confirmation, and settlement) as well as other activities in support of Adviser’s clients can cause financial loss, disruption to Adviser’s business, liability to clients or third parties, regulatory action, or reputational harm. An increase in the volume or complexity of client transactions could increase these risks.

Secured Overnight Financing Rate (“SOFR”) Risk. Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR could bear little or no relation to the historical actual or historical indicative data. There is no guarantee that CME Group Benchmark Administration Limited will continue to publish SOFR, or that the rates calculated and reported by CME Group Benchmark Administration Limited reflect rates applied in actual transactions. SOFR is a secured, risk-free rate, while LIBOR is an unsecured rate reflecting counterparty risk, meaning SOFR will not be equivalent to LIBOR. Disruptions related to loans and/or other floating rate securities in the marketplace

could have a material adverse effect on Adviser’s ability to enter into loans and/or execute on floating rate securities in the future and could have a material adverse effect on investment returns.

Artificial Intelligence Engines and Machine Learning (collectively “AI”) risk. AI is used as an umbrella term that encompasses a broad spectrum of different technologies and applications. AI is defined as computer systems able to perform tasks that normally require human intelligence, such as visual perception, speech recognition, decision-making, and translation between languages, more commonly known as generative AI. As part of the Adviser’s investment management process, Adviser uses AI for some investment research processes. When relying on AI there are certain risks involved, including data quality, copyright and trade secret violations, confidentiality breaches, unauthorized access or malware risks, insider trading, breach of contract, cybersecurity, and privacy law violations. Data inputs and outputs are assessed and evaluated for data integrity, however, there is no assurance of accuracy, and your account may be negatively affected.

Derivatives Strategies Adviser advises its institutional clients on risk management strategies that can include the use of derivatives. Adviser also offers derivative strategies that reduce client asset-liability or asset- only risk exposures through the use of financial derivatives, namely futures and swaps. Adviser offers the Overlay Completion strategy to institutional clients or qualified eligible persons. The Overlay Completion strategy is an overlay of financial futures and interest rate swaps, which includes completion overlay, synthetic equity beta, and swaption:

Completion Overlay. Increase interest rate matching between clients’ assets and liabilities to reduce surplus volatility and increase the likelihood of funding level improvement.

Synthetic Equity Beta. Maintain a desired level of interest risk matching while providing additional equity exposure through synthetic equity beta.

Swaption. Maintain current portfolio of assets while reducing portfolio impact of interest rate changes through option strategies.

Adviser can, when consistent with client’s investment objectives and restrictions, use derivatives in client portfolios to seek to limit potential gains or losses caused by changes in exchange rates, stock prices or interest rates. This is called hedging. Adviser can also use derivatives in client portfolios for non-hedging purposes, such as reducing transaction costs, increasing liquidity, gaining exposure to financial markets or indices, replicating investments, or increasing speed and flexibility in making portfolio changes. There is no assurance that the objective of any risk management strategy will be achieved. The principal risks associated with Adviser’s use of derivatives in risk management strategies are described in more detail

below. In addition, Adviser’s judgments about the relative value of investments selected for the portfolio can prove to be wrong.

Adviser’s hedging strategy might not be effective. Attempts by Adviser to hedge risk or profit from hedging positions can be unsuccessful and/or result in losses.

There might not be a market for the derivative contract when a portfolio wants to buy or sell. Adviser might not be able to find an acceptable counterparty willing to enter into a derivative contract. The counterparty to the derivative contract or central clearing house could be unwilling or unable to meet its obligations. A client could experience a loss of all or part of any margin, cash or securities, on deposit with a counterparty if that counterparty goes bankrupt.

To the extent that a large percentage of the assets of a portfolio can be subject to derivatives transactions with one or a limited number of counterparties or clearing houses, the portfolio could incur significant losses in the event of a default by one or more of such counterparties or clearing houses.

Securities exchanges can set daily trading limits or halt trading, which can prevent a portfolio from selling a particular derivative contract.

The price of a derivative will not always accurately reflect the value of the underlying asset.

Derivatives can involve leverage which can magnify a portfolio’s exposure to market values, interest rates or currency exchange rates, so that small changes in such values or rates can produce disproportionately large losses.

The posting of derivative collateral and margin could result in liquidity demands. A client will need to hold ample eligible collateral and margin to satisfy collateral requirements. Equity Strategies Adviser utilizes primarily passively managed strategies designed to replicate or closely track a broad market index, while maintaining strict adherence to the investment guidelines of each portfolio through the use of funds or single name equities. There is no assurance that the objective of any equity investment strategy can be achieved. The principal risks associated with Adviser’s equity strategies are as follows:

Stock markets can go down or perform poorly relative to other types of investments.

The market can undervalue the stocks held by the portfolio for longer than expected.

To the extent a portfolio invests in securities of REITs or other real estate related companies, these securities can experience the same risks as direct ownership of real estate, such as the risk that the value of real estate could decline due to factors that affect the real estate market generally. These securities can also decline in value due to the capability of their managers, limited diversification, and changes in tax laws.

ETFs are subject to certain risks, including: (1) the risk that their prices may not correlate perfectly with changes in the underlying index; and (2) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. An exchange traded sector fund can also be adversely affected by the performance of that specific sector or group of industries on which it is based.

To the extent a portfolio has a significant portion of its assets invested in securities of companies conducting business in the same industry or in a closely related group of industries within an economic sector, this positioning could make the portfolio more vulnerable to unfavorable developments in an industry or sector than portfolios that invest more broadly.

To the extent a portfolio invests in foreign securities, there is risk that foreign equity markets, which can be more volatile than the U.S. market due to increased risks of adverse political, regulatory, market, or economic developments, will underperform the U.S. market or other types of investments.

To the extent a portfolio invests in foreign or multinational companies, the portfolio can experience greater market, liquidity, currency, political, information and other risks than if it invested only in U.S. companies.

Risks Related to Conflicts of Interest Adviser is subject to various conflicts of interest in the ordinary course of our business. Adviser strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, Adviser seeks to address such conflicts through one or more of the following methods:

elimination of the conflict;

disclosure of the conflict; and/or management of the conflict through the adoption of appropriate policies, procedures or other mitigants.

Adviser follows Sun Life Financial’s policies on business ethics, personal securities trading, and information barriers. Adviser has adopted a code of ethics (see Item 11), allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. Cybersecurity Risk Adviser faces risks related to breaches in cybersecurity. In general, a breach in cybersecurity can result from deliberate attacks or unintentional events. Cyber- attacks include, but are not

limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyberattacks can also be carried out in a manner that does not require gaining unauthorized access. Cyber incidents affecting Adviser and other service providers can cause disruptions and impact business operations, potentially resulting in financial losses, impediments to trading, the inability of investors to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a strategy invests, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. In addition, substantial costs can be incurred to prevent any cyber incidents in the future, there is no guarantee that any insurance will be carried in respect of these risks or that insurance can cover such losses. While Adviser and other service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, technology evolves quickly and there are inherent limitations in such plans and systems including the possibility that certain risks have not been adequately identified or prepared for. Sun Life Financial reviews critical providers’ cybersecurity programs for adequacy. Risks Related to Political, Social and Economic Uncertainty Social, political, economic, and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which clients and issuers are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. Uncertainty can result in or coincide with: increased volatility in the global securities, derivatives and currency markets; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; less governmental regulation and supervision of the securities markets and market participants and decreased monitoring of the markets by governments or self- regulatory organizations and reduced enforcement of regulations; limited, or limitations on, the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); closures of markets; unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have

substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments. While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation impose greater costs on certain sectors, including financial services, which could adversely impact the Adviser and its clients. Changes in enforcement priorities could also impact the ability or cost of doing business in particular jurisdictions. Escalations of conflicts (e.g., trade wars, sanctions, invasions) can lead to: higher prices and disruption of supply chains; imposition of taxes, duties and sanctions (and reciprocal measures); rerouting of long-standing trade relationships; exacerbations of global supply and pricing issues; migrations of persons; other dislocations; and failed debt payments and currency devaluation. Such escalation can affect particular regions, sectors or industries, asset classes, companies, or commodities. These effects can spread to impact the global economy and represent a risk for markets and securities, even those not directly exposed to a particular escalation of conflict. Events that have had a global impact (e.g., COVID-19 pandemic) can also change over time and become endemic. In addition, such events can create significant uncertainties and disruptions (such as restrictions or reductions in the movements of goods or people) in businesses and markets, and an increased reliance and strain on available technology, resources, and systems. Such events have adverse impacts on the global economy in general, including volatility in or disruption of the credit markets, which could continue and have a material adverse impact on the ability of Adviser to effect securities transactions on behalf of its clients. In particular it is difficult to predict when any event will resurge, or if the governmental and societal interventions will be successful. There is also no guarantee that governmental or societal intervention will continue, mitigate, or stabilize an event, and such effects could persist. Although it is impossible to predict the precise nature and consequences of these (or similar) events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact a client’s investments, these types of events will impact clients and issuers. There can be no assurance that emerging events will not cause a client to suffer a loss of any or all of its investments or interest thereon. Clients will also be negatively affected if the operations and effectiveness of Adviser, the issuers of securities held by clients, or key service providers are compromised or if necessary or beneficial systems and processes are disrupted. Tariff Risk Changes in tariffs, trade policies and international trade agreements can impact business operations, supply chains and market opportunities of client investments. Given the uncertainty surrounding international trade policies and shifting regulations, industry participants could experience increased compliance costs, reduced competition in foreign markets and revenue volatility. These risks could also impact client investment outcomes.

Valuation Risk Adviser recommends investments in securities that lack readily ascertainable market values. The valuation of illiquid securities is subject to increased risk that the information utilized to value such assets may be inaccurate or subject to other errors. Valuations rely on a variety of assumptions, including projected cash flows, market conditions, anticipated disposition of assets, and legal and contractual restrictions on transfers. The value of a portfolio can also be affected by changes in accounting standards, economic, political, and regulatory climate, and the operations of portfolio investments, which can have a material impact on the reliability and accuracy of such valuations. Business and Regulatory Risks Legal, tax and regulatory changes in the U.S. and outside the U.S. could occur during the term of clients’ engagement of Adviser that can adversely affect clients. Securities are subject to comprehensive statutes and regulations. The SEC, other regulators, and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. Legal, tax, and regulatory changes and judicial decisions could adversely affect the implementation of clients’ investment strategy. The effects of any regulatory changes or developments on clients could adversely affect the manner in which client assets are managed and client returns. Combination or “Layering” of Multiple Risk Factors May Significantly Increase Risk of Loss Although the various risks discussed herein are generally described separately, clients and investors in clients should consider the potential effects of the interplay of multiple risk factors. The presence of more than one significant risk factor can amplify the risk of loss. Key Personnel Risk Adviser relies heavily on the diligence, skill and network of business contacts of certain key personnel and personnel of its affiliates to manage and direct its operations. The departure of any personnel or their inability to fulfill their responsibilities may have an adverse effect on the Adviser or its affiliates. The Adviser’s investment strategies may also be adversely impacted by changes to key personnel. Reliance on Third Parties Adviser and client accounts rely upon the services of a variety of third parties (e.g., attorneys, accountants, administrators, brokers, custodians, consultants and other agents and vendors). Failure by any of these third parties to timely and accurately perform their obligations to Adviser or client accounts could have an adverse effect upon Adviser and client accounts.

Management of Discretionary and Non-Discretionary Accounts Adviser recommendations regarding the allocation of assets may not be implemented by nondiscretionary advisory clients as promptly as Adviser implements recommendations on behalf of discretionary advisory clients, which could result in differences in the performance of such client accounts with the same or similar investment objectives. See Item 10: Other Financial Industry Activities and Affiliations and Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for additional conflicts of interest related to allocation of investments and other trading conflicts.

Conflicts related to certain management persons and other employees that are registered representatives of SLID are discussed below under “Advisers Relationships with Affiliates – Adviser’s Relationships with Affiliated Broker-Dealers” and in Item 5 above. Adviser’s CFTC Registration/NFA Membership Adviser is registered as a Commodity Trading Advisor with the CFTC under the CEA and a Member of the NFA, and certain of Adviser’s management persons and other employees are associated persons when Adviser acts in such capacities. Adviser’s Relationships with Affiliates Affiliated Broker-Dealers Sun Life Financial indirectly owns 100% of SLID, a SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority (FINRA). SLID markets private funds and limited partnerships managed by Adviser and its affiliates. Certain supervised persons of SLID are associated persons of Adviser or its affiliates. SLID and Adviser are under common control. On a non-discretionary basis, Adviser can recommend that a client invest in a private fund advised by Adviser and distributed by SLID. BGO US Real Estate LP is the sole member of BentallGreenOak Real Estate US LLC, which is registered with the SEC as a broker-dealer and a member of FINRA. BentallGreenOak Real Estate US LLC acts as placement agent for certain of the funds advised by BGO US Real Estate LP and BentallGreenOak (U.S.) LP. BentallGreenOak Real Estate US LLC, BGO US Real Estate LP, and Adviser are under the common control of Sun Life Financial. Advisors Asset Management, Inc. (“AAM”) is registered with the SEC as an investment adviser and a broker-dealer and a member of FINRA. AAM is an independent U.S. retail distribution firm, providing a range of solutions and products to financial advisors at wirehouses, registered investment advisers, and independent broker-dealers. AAM and Adviser are under the common control of Sun Life Financial. To facilitate the sale of private placement securities offered by Adviser or its affiliates, certain supervised persons of Adviser are registered representatives of SLID. SLID registered

representatives only offer affiliated funds to clients. Those supervised persons receive compensation in connection with the sale of such securities and have a financial incentive to recommend such securities to clients. Additional details regarding individuals registered with SLID can be found in the Form ADV Part 2B Brochure Supplements. Adviser will disclose to its clients its involvement as principal, investment adviser, or investor, or that of a related person, in any affiliated pooled vehicle which it is recommending to such clients. Adviser does not exercise its discretionary authority over client accounts to invest those accounts in any affiliated pooled vehicle in which Adviser or a related person is involved as a principal, investment adviser, or investor, unless the client has specifically authorized Adviser to do so in the Investment Management Agreement. Adviser does not use affiliated broker-dealers to execute portfolio transactions for its clients; however, when advising clients to invest in private funds advised by Adviser or its affiliates, and the client chooses to so invest, the placement of interests in the fund will be through an affiliate. Affiliated Investment Advisers Adviser is affiliated with, and has material relationships with, the following investment advisers: Massachusetts Financial Services Company Sun Life Financial owns indirectly approximately 95.1% of the outstanding securities of Massachusetts Financial Services Company, d/b/a MFS Investment Management (“MFS”). MFS is an SEC-registered investment adviser and sponsor of various investment companies. MFS Institutional Advisors, Inc. (“MFSI”) is a SEC-registered investment adviser that is a wholly owned subsidiary of MFS. MFSI is a subadviser to Adviser. MFS and Adviser are under common control of Sun Life Financial. SLGI Asset Management Inc. Sun Life Financial indirectly owns 100% of SLGI Asset Management Inc. (“SLGI”), a fund manager that designs and manages both in-house and sub-advised investment solutions for retail and institutional investors. SLGI is registered with the securities commissions and regulatory authorities in all provinces in Canada. Adviser is a subadviser to SLGI. SLGI and Adviser are under common control of Sun Life Financial. Sun Life Capital Management (Canada) Inc. Sun Life Financial indirectly owns 100% of Sun Life Capital Management (Canada) Inc. (“SLCC”), a Toronto-based asset management company specialized in liability driven investing to defined benefit pension plans and other institutional investors in Canada. SLCC is registered with the securities commissions and regulatory authorities in all provinces in Canada. SLCC is a member of the SLC Management group of companies. SLCC and Adviser are under common control of Sun Life Financial.

Adviser shares certain personnel with, or relies on the resources of, SLCC, as a “Participating Affiliate” of the Adviser, in providing advice to clients, including SLCC’s trading desk. Adviser and SLCC have entered into a Memorandum of Understanding pursuant to which SLCC agreed, among other things, that all of its personnel who are involved in the provision of investment advice to Adviser’s clients (each, an “Affiliate Associated Person”), are subject to the relevant provisions of Adviser’s compliance program and Code of Ethics and required to maintain relevant records with regard to such activities. SLCC has also agreed to submit to the jurisdiction of U.S. courts for actions arising under the U.S. securities laws in connection with these investment advisory activities. BentallGreenOak Sun Life Financial indirectly owns a majority of BentallGreenOak (BGO). BGO is a member of the SLC Management group of companies. Both BGO and Adviser provide advisory services to Sun Life Financial affiliates concerning mortgages and real estate. BGO’s affiliated investment advisers, each of which is under common control with the Adviser, include: (a) BentallGreenOak (U.S.) Limited Partnership, a Seattle-based SEC-registered investment adviser that counsels clients on their direct investments in office, industrial, retail, multi-family residential and hospitality real estate throughout the United States. (b) BGO Capital (Canada) Inc. (“BGOCC”), a Canadian dealer, adviser and investment fund manager. BGOCC and BentallGreenOak are under common control. BGOCC markets funds managed by BentallGreenOak. (c) BGO US Real Estate LP is a SEC-registered investment adviser. It is an investment advisory services firm specializing in investment management for private funds focused on investment in real estate and real estate related assets. The firm is indirectly majority-owned by Sun Life Financial. (d) BentallGreenOak Strategic Capital Partners, LLC is SEC-registered investment adviser. It is an investment advisory services firm specializing in investment management for private funds and separately managed accounts focused on investment in real estate and real estate related assets. The firm is indirectly majority-owned by Sun Life Financial. Crescent Capital Group LP Sun Life Financial indirectly owns 51% of Crescent Capital Group LP (“Crescent”). Crescent is a SEC-registered investment adviser. Crescent is a member of the SLC Management group of companies. Crescent offers investment advisory services primarily to institutional investors and invests in closed-end and open-end limited partnerships, collateralized loan obligations, collateralized debt obligations, and other investment vehicles on behalf of its clients. InfraRed Capital Partners

Sun Life Financial indirectly owns 100% of InfraRed Capital Partners Limited and InfraRed Capital Partners (US) LLC, both investment advisers registered with the SEC (collectively “InfraRed”). InfraRed is a member of the SLC Management group of companies. Headquartered in London, U.K., InfraRed is a global infrastructure manager. Advisors Asset Management, Inc. Sun Life Financial indirectly owns 51% of Advisors Asset Management, Inc. (“AAM”). AAM is a SEC-registered investment adviser and broker-dealer and a member of FINRA. AAM is an independent U.S. retail distribution firm, providing a range of solutions and products to financial advisors at wirehouses, registered investment advisers, and independent broker- dealers. AAM and Adviser are under the common control of Sun Life Financial. Adviser regularly exchanges investment research and economic analysis with investment personnel employed by Sun Life Financial affiliates, excluding MFS where Sun Life Financial has established an Ethical Wall Operating Guideline. In addition to the advisers described above, other affiliated investment advisers include Sun Life Financial ’s Philippines and Hong Kong businesses. Adviser provides advisory or subadvisory services with respect to certain accounts managed by these affiliates. Adviser also has service agreements with some of these affiliates under which Adviser can perform services for them, or they can perform services for Adviser. Adviser can use this research and analysis in its investment decision making on behalf of its clients. To mitigate potential and actual conflicts of interest in personal securities trading of the individuals who participate in these exchanges, such participants are subject to the Adviser’s Code of Ethics, which is described in Item 11 below. Subadvisers are typically compensated out of Adviser’s management fees. Adviser periodically reviews each subadviser to identify any potential and actual conflicts of interest. One such conflict is Adviser’s incentive to select an affiliate of Adviser as a subadviser so that the benefits of the subadviser fees stay within Sun Life Financial’s corporate family. Affiliated Insurance Companies Sun Life Financial is an indirect owner of Adviser. Sun Life Financial is the 100% owner of Sun Life Assurance Company of Canada (“Sun Life of Canada”), a Canadian life insurance company, to whom Adviser provides investment advisory services for a portion of the general accounts and certain separate accounts. Sun Life Financial was also the 100% owner, indirectly, of the following insurance companies and dental plans to which Adviser provides investment advisory services as of December 31, 2025:

Independence Life and Annuity Company (“Independence Life”); Professional Insurance Company (“PIC”);

Sun Life and Health Insurance Company (U.S.) (“SLHICUS”); Sun Life Financial (U.S.) Reinsurance Company; Sun Life Financial (U.S.) Reinsurance Company II; Sun Life Hong Kong Limited (“Sun Life (H.K.)”); Sun Life Financial (Bermuda) Reinsurance Ltd.; Denticare of Alabama, Inc.; UDC Dental California, Inc.; UDC Ohio, Inc.; Union Security DentalCare of Georgia, Inc.; Union Security DentalCare of New Jersey, Inc.; United Dental Care of Arizona, Inc.; United Dental Care of Colorado, Inc.; United Dental Care of Missouri, Inc.; United Dental Care of New Mexico, Inc.; United Dental Care of Texas, Inc.

While Adviser maintains autonomous investment processes, it leverages the resources and services of its advisory affiliates and Sun Life Financial for certain functions. Under this structure, certain compliance, legal, operational, finance and other support functions within Adviser are supported by the infrastructure within Sun Life Financial. Subject to Sun Life Financial’s supervision, Adviser serves as the principal investment adviser for the general account and separate accounts of Adviser’s affiliated insurance companies. The affiliated insurance companies noted above can also invest in the private investment funds that Adviser or its affiliates manage. The CIO of Sun Life Financial is an employee of the Adviser and supervises the management of Sun Life Financial’s accounts, which make up a substantial portion of Adviser’s assets under management. Sun Life Financial and the Sun Life Financial insurance companies benefit from lower fees being charged for asset management or related services. Certain of Adviser’s employees are also officers of Sun Life Financial. Given the percentage of assets under management that are attributable to these entities, a conflict arises as to the allocation of investment opportunities between them and Adviser’s other clients and the allocation of time dedicated to managing assets of affiliated and unaffiliated clients. In addition, certain issuers of private placement notes only offer their securities to Adviser’s affiliated insurance company client. In that case, Adviser’s allocation policies are not applicable because it is the note issuers making the allocations. To address this actual conflict of interest, Adviser has adopted several procedures that are intended to ensure that all client accounts are treated fairly and equitably over time. Pursuant to these procedures, it is not permissible to allocate or re-allocate an order to enhance the performance of one account over another. It is also not permissible to favor any account over another. Compliance with these requirements is monitored as part of Adviser’s supervisory review process. To further mitigate these conflicts, Adviser’s affiliated insurance company general accounts generally follow buy-and-hold strategies and have different investment objectives from

Adviser’s third-party and separately managed accounts, which generally follow specific benchmarks and customized investment objectives. As a result of these different strategies, transactions that are appropriate for an affiliated general account might not be appropriate for a separately managed account or unaffiliated account and vice versa. Such a determination typically is made by the portfolio manager prior to executing a trade, and the rationale for the investment decision is documented as part of the trading process. Adviser conducts periodic reviews to ensure that allocation decisions are being properly documented. Limited Partnerships and Limited Liability Companies As described above, Adviser serves as the investment manager of certain commingled investment vehicles, including limited partnerships and limited liability companies, for which Adviser or its affiliates serve as general partner or managing member and in which Adviser, its affiliates, and personnel can invest. Conflicts of Interest in respect of Adviser’s Relationships with Affiliates Co-investment by Affiliates In some cases, Adviser’s affiliates will provide initial funding or otherwise invest in vehicles managed by Adviser. When an affiliate provides "seed capital" or other capital for a fund, it often will do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund. The timing of a redemption by an affiliate could disadvantage other investors in the fund. For example, it is possible that the fund will be more liquid at the time of the affiliate’s redemption than it is at times when other investors wish to withdraw all or part of their interests. An affiliate’s sale of its interest in a fund can also adversely impact the value of the underlying holdings in the fund if the assets are generally illiquid such as mortgages or private fixed income instruments. Adviser can advise an affiliate regarding redemption timing and will not necessarily consider the needs of other investors in doing so. In addition, a consequence of any withdrawal of a significant amount, including by our affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption. Conversely, the decision to invest clients in such a fund could benefit affiliate investors by reducing expenses borne by the affiliate (e.g., through economies of scale or breakpoints). Adviser could also face a conflict if the interests of an affiliated investor in a fund Adviser manages diverge from those of the fund or other investors. For example, Adviser’s affiliates from time to time hedge some or all of the risks associated with their investments by investing in certain funds Adviser manages. In some cases, Adviser provides assistance in connection with this hedging activity.

In other cases, Adviser could cause a client to make a debt or equity investment in an issuer in which its affiliates have also made, are contemporaneously making or could later make a debt or equity investment, which affiliated investments could be senior or junior to, or pari passu with, the client investment. Such investments create conflicts of interest including that the client investment provides a benefit to the affiliate (whether or not the client also benefits from the affiliate’s investment), the affiliate benefits from research or analysis undertaken, or resources expended, on a client’s behalf in analyzing, executing and managing the investment, Sun Life Financial’s negotiations with respect to the investment take into account interests specific to the affiliate and where investment capacity is limited. Additionally, the respective interests of Sun Life Financial and the client could differ at onset or diverge over time. Affiliates generally will not be required to take client interests into account when making decisions on their own behalf with respect to a common investment. As a result, decisions taken by Sun Life Financial with respect to its investment could disadvantage clients. Adviser believes that the conflicts related to its affiliations described above are managed by its allocation policies and procedures, described summarily under Item 11, and its supervisory review of accounts. Sales from Affiliated Insurance Companies to Offshore Clients The Adviser may facilitate participation in certain debt investments by its non-U.S. advisory clients by offering to sell or assign to such offshore clients assets from the balance sheet of an onshore affiliated insurance company’s general account. The sale of the debt investment from the onshore affiliated company to the offshore company is conducted at arm’s length. The affiliated company submits orders to participate in debt investments, which the Adviser sources and negotiates. The Adviser, in turn, allocates debt investments to the affiliated company and its advisory clients. The Adviser may request that the affiliated company offer to sell a debt investment to an offshore client of the Adviser, but the affiliated company independently determines whether to do so. If the affiliated company makes the offer and the offshore company agrees to purchase the debt investment, the affiliated company sells the asset at fair market value to the offshore company. The practice described above presents potential conflicts of interest. Generally, the Adviser allocates investment opportunities to its affiliated insurance companies’ general accounts based on target order sizes and maximum fill rates. However, if the Adviser anticipates offshore client demand for certain assets, the Adviser may allocate an additional amount to an affiliated company to have available to offer to offshore clients, who may or may not be interested in making a purchase. Due to market conditions, the affiliated company may decide against offering a debt investment for sale to the offshore company(ies) or the offshore company(ies) may reject the investment opportunity. Consequently, the allocations of investment opportunities to the Adviser’s affiliated companies may be higher than they otherwise would have been had the Adviser not anticipated potential sales to offshore clients. Additionally, the sale of the debt investment to the offshore company may be considered a principal transaction. The Adviser maintains procedures to ensure that such transactions are executed in compliance with its fiduciary duty to the offshore company, including obtaining

consent, disclosing the principal trade and related conflicts of interest to the offshore company and retaining a third party valuation agent to determine the fair market value of the asset at the time of the sale. Trading on behalf of Affiliates In addition to discretionary and non-discretionary investment advisory services, Adviser’s trade desk and trade personnel can effect transactions for its affiliates that are not advisory clients of Adviser. Adviser performs this service as an accommodation on a “cost plus” basis for these affiliates. Adviser does not consider this accommodation activity to be part of its advisory business or any other business. Conflicts arising from this activity are addressed as described under Items 11 and 12. Financial Interests and the Financial Interests of Adviser’s Affiliates Adviser and its affiliates at times have financial interests in, or relationships with, companies whose securities or related instruments Adviser holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to Adviser or to the Sun Life Financial enterprise. At any time, these interests and relationships could be inconsistent, or in conflict, with positions held or actions taken by Adviser on behalf of its client accounts. For example:

Adviser invests in the securities of one or more clients for the accounts of other clients. Adviser’s affiliates sell various products and/or services to certain companies whose securities Adviser purchases and sells for its clients. Adviser’s affiliates hold public and private debt and equity securities of a large number of issuers. Adviser invests in some of the same issuers for Adviser client accounts but at different or overlapping levels in the capital structure. For example, a client or affiliate invests in senior debt obligations of an issuer and another client or affiliate invests in equity or junior debt obligations of the same issuer (either as subordinated debt or as a last out lender in a unitranche financing). A client or affiliate could also provide equity or debt on competing bids for the same transaction. As a result, the interests of certain of Adviser’s clients (i.e., debt holders) will at times be in conflict with the interest of other clients or affiliates (i.e., equity holders or other debt holders), particularly in circumstances where the underlying issuer is facing financial distress or in the case of competing bids. Adviser’s involvement at different or overlapping levels in the capital structure has the potential to raise the following conflicts: (i) determining appropriate investment terms, (ii) inhibiting the exchange of information among creditors, (iii) prohibiting clients from exercising voting or other rights, (iv) increasing the likelihood of claims by other creditors, (v) determining whether payment obligations and covenants should be enforced, modified, or waived, or whether debt should be refinanced, (vi) deciding what action to pursue in troubled or distressed situations, including whether or not to pursue or initiate a restructuring or liquidation (inside or outside of bankruptcy), and the terms of any work-out or restructuring. Certain Adviser affiliates (as well as directors or officers of Adviser’s affiliates) are control persons of issuers in which Adviser invests from time to time.

Adviser makes investment decisions for each client independently considering the best interests of such client.

Legal Restrictions In certain circumstances, Adviser is restricted by law, regulation, contract, or other constraints as to how much, if any, of a particular security Adviser is permitted to purchase or sell on behalf of a client, or as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of Adviser’s relationship with Sun Life Financial and Adviser’s other affiliates. For example, Adviser does not purchase securities issued by Sun Life Financial or Adviser’s other affiliates for client accounts. In addition, Adviser could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in public securities of that issuer for its clients. This information could be received voluntarily or involuntarily and under varying circumstances, including, upon execution of a non- disclosure agreement, as a result of serving on the board of directors of a company, or serving on an ad hoc or official creditors' committee. In some instances, Adviser could create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of Adviser’s fixed income operations. Investments in Affiliates Investments by clients in Sun Life Financial or Sun Life Financial affiliates create inherent conflicts of interest. Such an investment could be seen as overreaching, using client resources to support Sun Life Financial’s proprietary investments and activities, not involving arms’ length negotiations as Sun Life Financial has an incentive to favor its own interests over those of the third-party client in negotiating the terms of an investment. To address these conflicts, Adviser generally prohibits the investment of third-party clients’ assets in an affiliate. This policy can result in lost investment opportunities for third party clients that might have been more profitable than the investments ultimately made on behalf of such clients had such Sun Life Financial investments been available. Please see Item 11 below, for further discussion of conflicts associated with investments with or in affiliates. Employee Sharing and Secondment Arrangements Adviser may engage in employee sharing and secondment arrangements with affiliated entities, including affiliates that provide investment-related services. Under these arrangements, personnel employed by an affiliate may be temporarily assigned to work for Adviser, or vice versa, to support the operations of Adviser or its clients. These arrangements are designed to provide access to specialized expertise across the affiliated group. Shared or seconded employees providing investment-related services on behalf of Adviser are subject to the compliance policies and procedures of both Adviser and its affiliate as if they were direct employees of each.

These arrangements may give rise to actual or potential conflicts of interest. Seconded or shared employees may have responsibilities to both Adviser and its affiliates, which may include entities with interests that differ from or conflict with those of the clients. For example, an employee may have an incentive (e.g., through compensation or performance evaluations based on performance of either Adviser or its affiliate) to prioritize the interests of the affiliate over those of Adviser and its clients. A potential conflict also arises with respect to the allocation of time, attention, and resources of shared employees, especially where such employees are involved in investment decision making or advisory operations of both Adviser and its affiliates. Adviser Recommends Other Investment Advisers to Clients Adviser recommends other affiliated investment advisers to its clients, and in doing so, Adviser has conflicts of interest with its clients. For additional information regarding Adviser’s relationships with affiliated investment advisers, please see above “Adviser’s Relationship with Affiliates – Affiliated Investment Advisers” as well as Item 11 under “Adviser’s Recommendations or Allocations of Client Assets” and “Sub Advisory Relationships”. From time to time, Adviser could enter into a solicitation agreement with certain affiliated investment advisers to refer clients to each other, which could further incentivize Adviser to recommend an affiliate because Adviser could earn a fee in connection with such referral. Any referrals would comply with SEC rules as discussed under Item 14. Conflicts of Interest in respect of Adviser’s Relationships with Third Parties While the following relationships are not with Adviser’s affiliates or related persons, Adviser has important business relationships or arrangements with third parties that can also create conflicts of interest with clients. Investment Consultants Many of our clients and prospective clients retain investment consultants (including discretionary investment managers and OCIO providers) to advise them on the selection and review of investment managers (including with respect to the selection of investment funds). Adviser has dealings with these investment consultants in their roles as discretionary managers or non-discretionary advisers to their clients. Adviser also have independent business relationships with investment consultants.

Adviser provides investment consultants with information about accounts that Adviser manages for their clients (and similarly, Adviser provides information about funds in which such clients are invested), in each case pursuant to authorization from such clients. Adviser also provides information regarding Adviser’s investment strategies to investment consultants, who use that information in connection with searches that they conduct for their clients. Adviser often respond to requests for proposals in connection with those searches.

Adviser may also have the following interactions with investment consultants:

from time to time, Adviser invites investment consultants to events or other entertainment hosted by Adviser; Adviser purchases software applications, market data, access to databases, technology services and other products or services from certain investment consultants; and Adviser subscribes to forums, news updates and conferences organized by investment consultants.

Adviser will provide clients with information about its relationship with their investment consultant upon request. In general, Adviser relies on the investment consultant to make the appropriate disclosure to its clients of any conflict that the investment consultant believes to exist due to its business relationships with Adviser. Service Providers Adviser retains third party advisers and other service providers to provide various services for Adviser and the funds that Adviser manages or subadvises. A service provider can provide services to Adviser or its funds while also providing services to other Sun Life Financial units, other Sun Life Financial advised funds, or affiliates of Adviser, and can negotiate rates in the context of the overall relationship. Adviser benefits from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that Adviser will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that Adviser will know of such negotiated fee rates.

The Code of Ethics is designed to assure that the personal securities transactions, activities, and interests of the employees of Adviser will not interfere with making decisions in the best interest of Adviser’s clients and implementing such decisions. Employee trading is monitored under the Code of Ethics to prevent conflicts of interest between Adviser and its clients via a software system. All supervised persons at Adviser must acknowledge to the terms of the Code of Ethics annually, and as amended. Adviser will provide a copy of the Code of Ethics to any client or any prospective client upon request. Personal Securities Trading Standards Adviser maintains personal securities trading standards that govern the trading activities of its employees as well as their household members and dependents. Subject to certain limited exceptions, employees are required to:

report personal securities transactions on a quarterly basis; pre-clear relevant personal securities transactions (for persons considered to be “access persons” under SEC rules); and report personal securities holdings annually. Additionally, under the Code: access persons are generally prohibited from purchasing securities in initial public offerings; access persons cannot knowingly trade any reportable security on the same day that Adviser trades such security (or an equivalent security) for client accounts (other than in client accounts that replicate a broad-based index); access persons are prohibited from knowingly trading any security subject to pre-clearance requirements within seven days before or after Adviser trades such security (or an equivalent security) for client accounts (other than in client accounts that replicate a broadbased index).

Adviser compares personal trading activity versus firm trading activity and its restricted list, and any matches are investigated by Adviser’s Ethics Office compliance unit. An ethics committee is notified regularly of any potential violations and where appropriate disciplinary action is taken after approval from the committee. All employees receive routine training regarding Adviser’s personal securities trading and information barrier standards. In addition, employees must annually confirm that they have read and understand the Code of Ethics, including the personal securities trading and information barrier standards. Gift and Entertainment Adviser’s employees occasionally give or receive gifts, meals, or entertainment, subject to compliance with applicable laws and regulations and rules of self- regulatory organizations. Adviser has adopted a policy to address the conflicts of interest related to gifts and entertainment, such as the appearance of having given or received something of value that influenced Adviser’s business decisions or the business decisions of clients. The policy requires the reporting and/or preclearance of gifts, meals and entertainment given or received which exceed certain thresholds. In addition, Adviser employees are prohibited from soliciting the receipt of gifts, meals, or entertainment. The Ethics Office periodically reviews summaries of gifts and entertainment activity to detect trends of abuse, conflicts of interest, or possible violations of the policy. This data is presented to the Ethics Committee, and appropriate actions are taken as advised by the committee. Political Contributions Due to the potential for conflicts of interest, Adviser has established policies and procedures relating to political contributions that are designed to comply with applicable federal, state, and local law. Under Adviser’s political contributions policy, all covered employees must obtain preapproval before making any political contribution. This policy also prohibits covered employees from making any political contributions with the intent of influencing a public official regarding the award of a contract to Adviser or its affiliates. Outside Business Activities From time to time, certain Adviser employees or officers engage in outside business activities, including outside directorships. Certain outside business activities are subject to preclearance and reporting pursuant to the Code of Ethics. Actual and potential conflicts of interest are analyzed during the approval process for any outside activity. Adviser could be restricted in trading the securities of certain issuers in client portfolios in the event that an employee or officer, as a result of outside business activity, obtains material, nonpublic information regarding an issuer. Adviser’s Recommendations or Allocations of Client Assets Adviser will disclose to its clients its involvement as principal, investment adviser, or investor, or that of a related person, in any affiliated pooled investment vehicle which it is recommending to such clients. Adviser does not exercise its discretionary authority over client accounts to

invest those accounts in any affiliated pooled investment vehicle in which Adviser or a related person is involved as a principal, investment adviser, or investor, unless the client has specifically authorized Adviser to do so in the Investment Management Agreement. Sub Advisory Relationships Adviser engages affiliated and/or unaffiliated subadvisers for certain investment services. Adviser typically compensates subadvisers out of the advisory fees it receives, which creates an incentive for Adviser to select affiliated subadvisers or subadvisers with lower fee rates. In addition, the subadvisers have interests and relationships that create actual or potential conflicts of interest, which are described in the subadviser’s brochure. Adviser periodically reviews each subadviser to identify and address any potential conflicts of interest. Adviser must adhere to its fiduciary duty owed to its clients in selecting subadvisers. Adviser has established policies and procedures to manage these conflicts. Investment in Securities which Adviser or a Related Person Has a Material Financial Interest Adviser and its related persons recommend or invest in securities on behalf of its clients that Adviser and its related persons also purchase or sell. As a result, positions taken by Adviser and its related persons can be the same as or different from, or made contemporaneously or at different times than, positions taken for clients of Adviser. As these situations involve actual or potential conflicts of interest, Adviser has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations. These policies and procedures are intended to identify and mitigate actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. The policies and procedures contain provisions regarding pre-clearance of employee trading, reporting requirements and supervisory procedures that are designed to address potential conflicts of interest with respect to the activities and relationships of related persons that might interfere or appear to interfere with making decisions in the best interest of clients, including the prevention of front- running. In addition, Adviser has implemented monitoring systems designed to monitor compliance with these policies and procedures. Adviser and its directors, partners, officers, agents, and employees also buy, sell, or trade securities for their own accounts or the proprietary accounts of Adviser. Adviser has discretion to make investment decisions and take other actions (including the timing or nature of such investment decisions or actions) with respect to its proprietary accounts where such decisions and actions are different from those made for client accounts. The proprietary activities, investments, or portfolio strategies of Adviser, give rise to a conflict of interest with the transactions and strategies employed by Adviser on behalf of its clients and affect the prices and availability of the investment opportunities in which Adviser invests on behalf of its clients. For example, in certain circumstances, Adviser can buy or sell securities for its proprietary account where Adviser can recommend the same securities to clients. Further, Adviser is not required to purchase or sell for any client account securities that it or any of its employees, principals, partners, directors, officers or agents purchase or sell for their own accounts or the proprietary accounts of Adviser. Adviser, and its partners, principals, directors, officers, employees, and agents face a conflict of interest as they will have income or other incentives to favor their own accounts or the proprietary accounts of Adviser.

Adviser and its related persons can also have interests in affiliated pooled investment vehicles. Adviser will disclose to a client its involvement, or that of a related person, as principal, investment adviser, or investor in any affiliated pooled vehicle which it is recommending to that client. As these situations can involve conflicts of interest, as described in more detail in Item 10, above, Adviser does not exercise its discretionary authority over client accounts to invest those accounts in any affiliated pooled vehicle in which Adviser or a related person is involved as a principal, investment adviser, or investor, unless the client has specifically authorized Adviser to do so in the Investment Management Agreement. Additionally, as also described in more detail in Item 10, above, Adviser generally will not invest third party client accounts in any debt or equity interest in a Sun Life Financial Affiliate. This can result in clients being unable to participate in an investment opportunity that might otherwise be suitable and beneficial. From time to time, Adviser or an affiliate could sell an asset to, or buy an asset from, a client. These "principal transactions" create a conflict of interest because each party has an interest in obtaining the most favorable economic terms. Where required by the Advisers Act, other applicable law, or the terms of an agreement with the client, Adviser will provide prior written disclosure of the material terms and conflicts associated with the particular transaction and obtain consent prior to completing the transaction. Advising of Multiple Accounts Certain portfolio managers of Adviser manage multiple client accounts or investment vehicles. These portfolio managers are not required to devote all or any specific portion of their working time to the affairs of any specific client. Conflicts of interest do arise in allocating management time, services, or functions among such clients, including clients that have the same or similar types of investment strategies. Adviser addresses these conflicts by disclosing them to clients and through its supervision of portfolio managers and their teams. Responsibility for managing Adviser’s client portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same or similar objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes, industry and sector exposures generally tend to be similar across client portfolios with similar strategies. However, Adviser faces conflicts of interest when Adviser’s portfolio managers manage accounts with similar investment objectives and strategies. For example, investment opportunities that are potentially appropriate for certain clients can also be appropriate for other groups of clients, and as a result not all client accounts for which the investment opportunity is appropriate may be able to participate, subject to Adviser’s allocation policy requiring fair and equitable treatment of client accounts over time. There is no specific limit on the number of accounts which can be managed by Adviser or its related persons. Once held by a client, certain investments compete with other investments held by other clients of Adviser. See “Contemporaneous Trading” below for further details on this subject.

Contemporaneous Trading Positions taken by one client account could also dilute or otherwise negatively affect the values, prices or investment strategies associated with positions held by a different client account. For example, this could occur when investment decisions for one client are based on research or other information that is also used to support portfolio decisions by Adviser for a different client following different investment strategies or by an affiliate of Adviser in managing its clients’ accounts. When a portfolio decision or strategy is implemented for an account ahead of, or contemporaneously with, similar portfolio decisions or strategies for Adviser’s or an affiliate's other client (whether or not the portfolio decisions emanate from the same research analysis or other information), market impact, liquidity constraints, or other factors could result in one account being disadvantaged or receiving less favorable investment results than the other account, and the costs of implementing such portfolio decisions or strategies could be increased. In addition, it could be perceived as a conflict of interest when activity in one account closely correlates with the activity in a similar account, such as when a purchase by one account increases the value of the same securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. Allocation of Investments and Other Trading Conflicts Adviser’s personnel and affiliated entities and their respective personnel can invest for their own accounts in securities that Adviser recommends to, or purchases or sells for, Adviser’s clients. Adviser also can invest on behalf of its affiliated clients in securities acquired or recommended for its other clients. Adviser can manage numerous accounts with similar or identical investment objectives or can manage accounts with different objectives that can trade in the same securities. Despite such similarities, investment decisions will differ from client to client. Adviser will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible clients. In many instances, it is not possible or feasible to allocate a transaction pro rata to all eligible clients. When deciding to include an account in an order and the amount, the Adviser will consider the following: rounding of lots to avoid creation of less liquid odd-lot holdings; the existence of limit orders that cannot be executed; cash flow considerations such as unexpected cash flows that affect the liquidity of an account; non-meaningful allocations when less than a specified amount of securities has been achieved; material allocations based on investment policy considerations; priority for accounts with specialized or concentrated investment policies; securities designated as “new issues”, which can only be allocated to certain types of accounts, and other relevant factors. Therefore, not all clients will necessarily participate in the same investment opportunities or participate on the same basis. Adviser believes its policies are reasonably designed such that clients receive a fair and equitable opportunity to meet their investment objective over time. These arrangements raise the potential for conflicts of interest, particularly in areas such as allocation of investment and trading opportunities, limited investment opportunities offered solely to our affiliated accounts and personal securities transactions. As discussed above,

Adviser’s Code of Ethics is designed to mitigate conflicts of interest that can arise in the context of personal securities trading. Adviser utilizes trade allocation procedures designed to ensure that the allocation of investment and trading opportunities available to clients is fair and equitable over time. Adviser can, but is not required to in each instance, aggregate or “bunch” orders for accounts for which it has investment discretion in circumstances in which Adviser believes that bunching will be in the best interests of its clients and/or result in a more favorable overall execution. Where appropriate, Adviser will allocate such bunched orders at the average price of the aggregated order. Marketable Securities For marketable or liquid securities, in those instances where aggregated orders are not completely filled, Adviser and its affiliated advisers will generally allocate the order among participating accounts pro rata on the basis of order size. Notwithstanding the Adviser’s general rule to allocate marketable securities pro rata based on order size, certain trades will be placed by an alternative standard allocation or an objective methodology other than order size to help ensure that clients have fair access to trading opportunities over time. Private Fixed Income For private fixed income orders, the Adviser will generally allocate investment opportunities pro rata based on expected target and maximum volume orders. Bespoke Allocations In allocating trades among various clients, Adviser will use its best business judgment and will consider such factors as the criteria set forth above in order to determine whether an exception to the general rule of pro rata allocation is warranted (including in what sequence orders for trades are placed). It is Adviser’s policy to allocate investment opportunities on a basis that Adviser in good faith believes is fair and equitable to each client over time. For certain types of investments, Sun Life Financial will request an overall allocation with the authority to further sub-allocate its overall allocation to its various portfolios managed by Adviser. In general, sub-allocations will be determined in accordance with the allocation policies described above. Regulatory Restrictions The ability of Adviser or its affiliates to effect and/or recommend certain transactions can be restricted by applicable regulatory requirements in the United States and/or other countries or jurisdictions. In particular, activities of Adviser’s affiliates involving financial services can impose limitations on the advice or recommendations Adviser or its affiliates give. For example, when an affiliate of Adviser comes into possession of material non-public information that has not been contained via an ethical wall, a restriction in trading activity is often required. In addition, pension plans subject to ERISA are subject to additional restrictions that can preclude Adviser from entering into transaction with or through affiliates of the pension plans

sponsor absent an applicable exemption. In some situations, offering or similar documents relating to an investment or potential investment made on behalf of a client account contain issuer- imposed restrictions or other limitations on certain types of investors in certain classes or tranches of the offering. For example, some structured product offerings seek to limit or restrict investments by ERISA pension plans in certain tranches of the offered securities. These provisions are often ambiguous and might not be evident in secondary market trading platforms. Adviser evaluates these offerings on a case-by- case basis. Material Non-Public Information, Insider Trading Adviser’s insider trading policy provides generally that no officers, directors, or employees of the Adviser may buy or sell a security either for themselves or others while in possession of material non-public information or communicate material non-public information to others who have no official need to know. The policy also provides guidance about what is material nonpublic information, lists common examples of situations in which Adviser personnel could obtain that information, and describes Adviser’s procedures regarding securities maintained on a restricted list and for establishing information barriers. It also identifies parties to contact with questions in connection with the requirements of the policy statements. Adviser’s officers or employees may from time to time be members of the boards of directors of publicly held companies, which may be permitted to make investments in the various investment strategies that the Adviser offers. In such cases, Adviser takes the steps described in Item 10: Other Financial Industry Activities and Affiliations.

If an ERISA account is involved, Adviser will take all necessary actions to address related obligations. Adviser is generally retained on a discretionary basis and is authorized to determine which securities to buy or sell (including the amount thereof) within the client’s specified investment objective, and to select broker-dealers to execute portfolio transactions, without consultation with the client on a transaction-by-transaction basis. Each business unit makes its own determination as to what broker it uses for a particular transaction without consideration of the brokers used by other business units. Some clients limit Adviser’s discretionary authority in terms of the type or amount of securities to be bought or sold, the maximum concentration in any one company or industry, the minimum credit quality or maximum maturities for fixed income securities, the broker-dealer to be used, and/or the commission rates to be paid. Adviser can, but need not, select broker-dealers for accounts that are non-discretionary in nature. Adviser does not direct client brokerage to SLID, its affiliated broker-dealer. Except where a client limits Adviser’s discretion to select broker-dealers to execute trades, including through a directed brokerage arrangement (as described below), Adviser’s primary objective in the selection of broker-dealers is to seek to obtain the best combination of price and execution under the particular circumstances. Best price, giving effect to brokerage commissions, if any, and other transaction costs, is normally an important factor in this decision, but the selection also takes into account the quality of brokerage services, including such factors as execution capability, willingness to commit capital, financial stability, and clearance and settlement capability. In addition, as discussed further below, the provision of research and related services can also be considered. While Adviser does not maintain formal soft dollar arrangements, we do receive unsolicited or “street” research from broker-dealers from time to time. Where Adviser believes that more than one broker-dealer is capable of providing the best combination of price and execution with respect to a particular portfolio transaction, Adviser can select a broker-dealer that furnishes useful research services. Such research can include (i) advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities (ii) information, analyses and reports concerning issuers, industries, securities, trading markets and methods, economic factors and trends, portfolio strategy (iii) access to research analysts, industry experts and economists, (iv) comparative performance evaluation and technical measurement services and quotation services, (v) products and other services, such as third party reports and analysis, software that processes

or otherwise utilizes information, including the research described above, that assist Adviser in carrying out its responsibilities to clients. Research services furnished by broker-dealers can be used in servicing any or all of Adviser’s clients and can be used in connection with accounts other than those that pay commissions to, or effect portfolio transactions with or through, the broker-dealer providing the research. Investment advisory fees will not be reduced as a result of Adviser’s receipt of research services. Adviser’s view is that the broker should receive a commission that will assure its best effort, compensate it for any research or related services provided, and at the same time result in a favorable rate for the client. Thus, transactions will not always be executed at the lowest available commission, but Adviser seeks to assure that commissions remain within a generally competitive range of what is available from full- service brokers. Transactions in fixed income securities are generally effected on a net basis with no brokerage commission paid by the client; rather the client bears a spread between the price a brokerdealer is willing to pay to purchase a security and the price the broker- dealer is willing to accept to sell a security. Subject to Adviser’s primary objective of seeking to obtain best price and execution under the particular circumstances, Adviser can place fixed income securities transactions with broker- dealers that provide Adviser with proprietary research or related services. Adviser does not make any commitments to allocate transactions among broker- dealers on a prescribed basis or to place a specified volume of transactions with any particular brokerdealer. Adviser periodically determines which brokerage research services, if any, are deemed useful in Adviser’s investment advisory activities. The receipt of research services from broker-dealers raises conflicts of interest for Adviser. The availability of research services provides an incentive for Adviser to place trades with brokers-dealers who provide such services. Adviser also has an incentive to recommend broker-dealers based on the Adviser’s interest in receiving the research or other products or services, rather than on Adviser’s clients’ interest in receiving most favorable execution. As noted above, Adviser’s primary objective in the selection of broker-dealers is to seek to obtain the best combination of price and execution under the particular circumstances. Adviser has a Trading Practices Committee that reviews Adviser’s trading activity quarterly, including brokerage placement to assess whether Adviser’s trading is consistent with this primary objective. In addition, Adviser conducts a review of brokerage policies and practices at least annually. Adviser can, but is not required in each instance to, aggregate or “bunch” orders for accounts for which it has investment discretion in circumstances in which Adviser believes that bunching will result in a more favorable overall execution. Where appropriate, Adviser will allocate such bunched orders at the average price of the aggregated order. Adviser generally does not aggregate orders where aggregation is not appropriate or practicable from Adviser’s

operational or other perspectives or if doing so would not be appropriate in light of applicable regulatory considerations. For example, time zone differences, trading instructions, cash flows, separate trading desks or portfolio management processes, among other factors, necessitate or result in separate, non-aggregated trades in the same security being placed contemporaneously for different clients. Clients can instruct Adviser to use one or more broker-dealers in managing their accounts. Clients who direct Adviser to use a particular broker-dealer should understand that, in so doing, they waive Adviser’s duty to seek best execution and forego the possibility that Adviser could (absent the direction) be able to obtain a more favorable net price and execution from another broker-dealer in particular transactions. Clients who direct the use of a particular broker-dealer for transactions should further understand that such direction can prevent Adviser from effectively negotiating brokerage commissions on their behalf and from aggregating orders with other clients. Thus, those clients that direct brokerage business could lose possible advantages that would potentially be available to clients who do not direct brokerage, such as volume discounts. Further, in instances in which Adviser is bunching a trade for clients who do not direct brokerage, Adviser will normally complete such non-directed discretionary transactions before effecting transactions for the directed brokerage clients. Thus, those clients who direct brokerage do not always obtain prices for their transactions as favorable as those obtained for other clients. Those clients that direct brokerage business should also consider whether the commission expenses, execution, clearance, and settlement capabilities of the brokers to which their brokerage business is directed are comparable to those that Adviser could otherwise attain for them. Similarly, these clients can also receive less favorable execution when they direct the use of broker-dealers that are not participating or eligible to participate in a portion of a "new issue" or other opportunity that is allocated to Adviser. Adviser manages foreign currency (FX) transactions through our approved counterparties or our clients' custodians. Adviser will execute FX transactions through a client’s custodian when directed by a client or when local market rules or settlement practices indicate this to be a more efficient method for settling our trade orders. Adviser will seek to aggregate FX transactions when doing so would be in the clients’ best interests and where permitted by applicable regulation. When Adviser executes through custodians at the direction of its clients, Adviser’s execution is generally subject to the limitations and considerations described above. Master Trading Agreements for Derivatives Certain investment strategies that Adviser manages utilize derivatives, such as swaps, futures, forwards and other forward settling transactions. These types of transactions typically require the negotiation of an agreement with one or more counterparties (for example, ISDAs, customer agreements with futures commission merchants, clearing agreements and master securities forward transaction agreements) (collectively, “Master Agreements”). Certain nonderivative securities, such as to-be-announced transactions, including adjustable-rate mortgage transactions and transactions in collateralized mortgage obligations, also use Master Agreements. These agreements can be executed by clients or, with client authorization, by Adviser on a client’s behalf.

When a client authorizes Adviser to execute Master Agreements on its behalf, Adviser is acting solely as agent on behalf of the client. This means that the client is the named party to the agreement and a party to the underlying transactions. Accordingly, such clients are responsible for any obligations incurred under the agreements. Adviser also can adhere to ISDA protocols on behalf of such clients, which effectively amend ISDAs that are already in place. Master Agreements require each party to make certain representations and warranties. Adviser does not have the information necessary to confirm the accuracy of many of these representations and warranties on behalf of our clients, and therefore it is important for clients to review these agreements and other materials that we provide in order to understand the applicable terms and to confirm the accuracy of any representations and warranties. Inaccurate or incomplete information in a Master Agreement can result in an event of default and allow the counterparty to terminate the agreement and take other adverse actions. Clients should also note that Master Agreements often contain indemnification provisions and, for sovereign or government clients, require the waiver of sovereign immunity. Cross Trades In some instances, a security to be sold by one client account may be considered appropriate for purchase by another client account. For example, a security sold to meet a redemption request may be an attractive investment opportunity for an account with excess cash, particularly securities which trade irregularly. For this reason, Adviser may effect cross-trades whereby one advisory client buys securities or other investments from or sells securities or other investments to another advisory client. Cross trades present conflicts of interest, such as the potential to favor one client over another. Adviser has implemented procedures to establish and evidence that when it crosses securities between clients: 1) the cross trade is in the best of interest of both clients; 2) the cross trade is commission free; 3) Adviser earns no fees on the trade; and 4) the sale and purchase are executed at an independently determined market price. Adviser also engages electronic platforms to sell securities and, when in the client’s best interest, it seeks to repurchase the same securities for the benefit of other clients (the repurchasers). Such repurchases are exposed to other bidders on the electronic platform and consequently do not constitute cross trades. Adviser takes steps to determine the high bid before selling and repurchasing a security. Adviser may not be able to repurchase attractive securities sold for selling accounts (such securities being sold for account specific reasons, e.g., to meet a redemption request) because a third party may outbid Adviser on the electronic platform. This may result in lost investment opportunities for repurchasing accounts.

Errors On occasion, an error may occur in a client account. For example, a security could be erroneously purchased for the account instead of sold or the amount of the transaction might be mistaken. Alternatively, a transaction or investment processing error might occur. In these situations, Adviser generally seeks to rectify the errors by placing the client account in a position equal to its position had no error occurred. Adviser does not consider opportunity cost in the calculation of a gain or loss with respect to an error. Depending on the circumstances and subject to applicable legal and contractual requirements, various corrective steps could be taken, including among others canceling the trade, correcting an allocation, netting amounts of gains and losses, settling an erroneous trade in the Adviser’s account (instead of the client’s account), and reimbursing the client account. Adviser has a Trade Error policy in place pertaining to the correction of trade errors. In the event that a trade error occurs, the Adviser seeks to identify and correct it as soon as possible.

Adviser’s investment teams review account performance and strategy more formally, generally on a monthly or quarterly basis, with the content of the reviews depending on the nature of the account and any needs that have been specified by the client. Additional Ongoing Reviews of Client Accounts Adviser’s Compliance Department, working with the investment staff, monitors client accounts in several different ways. The Compliance team uses automated testing, manual reviews, attestations, and forensic testing. Adviser uses electronic trade order management systems, including automated compliance modules, to monitor compliance with portfolio guidelines on both pre- and post-trade bases. Adviser’s oversight program for subadvised portfolios includes compliance reports, compliance certifications, and periodic due diligence visits to the subadvisers. Reports to Clients Clients generally receive at least quarterly written portfolio reports. The portfolio reports include account summaries and other pertinent information related to the account.

Where Adviser is deemed to have custody of client assets, and except as permitted by the Advisers Act, such cash and securities are maintained in accounts established with qualified custodians, as defined in the Custody Rule (each, a “Qualified Custodian”) and the account’s Qualified Custodians will send quarterly or more frequent account statements directly to Adviser’s clients indicating the amount of funds and each security in their account at the end of the relevant period as well as any transactions in the account during that period. Clients should carefully review such statements and compare them to any account statements they receive from Adviser. If any discrepancies are found, clients should contact Adviser and their Qualified Custodian as soon as possible. Adviser’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. There are instances where Adviser or an affiliate serves as the administrative or servicing agent (in such role, the “Agent”) for one or more loans in which a client invests. Funds related to such loans and attributable to such clients (“Client Funds” related to “Client Loans”) are held in accounts established by the Agent for that purpose (the “Agent Accounts”). Each Agent Account is held with a Qualified Custodian in the name of the Agent for the benefit of the lender (the client). The Agent Account holds only cash and not loans. In its role as administrative agent, the Agent performs a variety of traditional services pursuant to credit agreements in accordance with negotiated guidelines regarding the movement of cash into and out of the Agent Accounts for such purposes as collecting and distributing loan proceeds or payments. As administrative agent, the Agent must apply the terms of the credit agreement in dealing with funds in the Agent Accounts and has no discretion to determine how such funds should be used, allocated or disbursed; however, other than the terms of the credit agreements, nothing prevents an Agent from withdrawing cash from the Agent Accounts for unrelated purposes. Therefore, Adviser considers itself to have custody over the Client Funds in the Agent Accounts for purposes of the Custody Rule. Adviser is deemed to have custody of the assets of certain funds by virtue of its role as general partner or Manager of the fund. Adviser provides investors in these funds with audited financial statements within 120 days from the end of each fiscal year (within 90 days from the end of each fiscal year for funds that are commodity pools). Investors should carefully review those statements. Additionally, Adviser is required to engage an independent public accounting firm to conduct an annual surprise verification of those client accounts over which Adviser is deemed to have

custody (other than those of the private funds for which audited financial statements are provided to investors), including the Agent Accounts.

If it is determined that an actual or potential conflict is not material, Adviser can vote notwithstanding the conflict. Adviser takes responsibility for voting proxies for each client that has provided Adviser with express written authorization to do so, or where such express authority is provided by the advisory agreement. Where the advisory agreement is silent and where the client has not provided Adviser with express proxy voting authority, Adviser does not accept responsibility for voting proxies. A client that has authorized Adviser to vote proxies can also direct Adviser to vote in a manner different from the Guidelines (defined below) from time to time. All proxies received by Adviser will be voted based upon Adviser’s instructions and/or Proxy Voting Policies. As a general matter, Adviser will vote in accordance with the Proxy Voting Guidelines (the “Guidelines”) incorporated into the Proxy Voting Policies. Adviser is not obligated to follow the Guidelines in every case, however, and a proxy proposal receives further review, including a review for potential conflicts of interest, in circumstances where: a) the Guidelines call for caseby-case analysis; b) the Guidelines do not address the specific type of proxy proposal; or c) Adviser’s investment personnel wish to vote differently than the relevant Guidelines. Adviser takes responsibility for identifying material proxy-related conflicts between the interests of Adviser and its clients, and for resolving such conflicts in the best interests of the client. Adviser might be unable to vote or determine not to vote a proxy in certain situations, such as if, in Adviser’s good faith determination, the costs involved in voting the proxy outweigh the benefits to the client of voting. Upon request, Adviser will provide each client with a copy of the Proxy Voting Policies or with information about how Adviser voted proxies for securities held in the client’s account. Please direct requests to Adviser using the contact information that appears on the cover page of this Brochure. Proxies for subadvised portfolios with affiliated advisers will be voted by the subadviser in accordance with its policies and procedures.