Mitsubishi UFJ Trust and Banking Corporation: investment adviser

Our resources allow us to offer a wide range of investment strategies across asset classes on both a pooled and segregated basis, and provide the solution that best fits client requirements. In the U.S., MUTB offers, from time to time, investment advisory services to institutional clients, including SEC-registered investment advisors (“RIAs”). Under some of these arrangements, the RIAs’ institutional clients (“Separate Account Clients”) may select from several investment management programs of MUTB, which maintains full investment management authority subject to the RIA’s oversight. MUTB tailors its services based on investment management agreements, which may impose reasonable restrictions on investing in certain securities or types of securities, depending on their investment objectives, risk tolerance and other various suitability requirements. Asset Under Management As of March 31, 2026, MUTB manages a total of approximately $407 billion of assets, consisting of approximately $401 billion managed on a discretionary basis and approximately $6 billion managed on a non-discretionary basis.

The allocation of fees and expenses is governed by the agreement between MUTB and the RIA or, as applicable, between MUTB and the Separate Account Client. Custodial Fees and Client Responsibilities MUTB does not select custodians on behalf of Separate Account Clients. Separate Account Clients are responsible for selecting their custodians and for paying any charges imposed by those custodians, including custodial fees and out-of-pocket expenses. Additional Costs and Expenses Depending on the scope of the applicable agreement, MUTB may charge additional costs, including investment trust management fees and derivative transaction execution fees. In such cases, total investment management costs may vary. Separate Account Clients may also incur other expenses, such as brokerage fees, custodial fees for foreign currency-denominated securities, and taxes. The amount of taxes may vary depending on the type of client. Audit costs and trust-related expenses may also be incurred in connection with investment trust purchases made pursuant to discretionary investment considerations. These amounts may vary based on investment management status and cannot be determined in advance. Billing Investment management fees are charged to RIAs or clients in accordance with the applicable client agreements.

Furthermore, MUTB provides competitive solutions tailored to the diversifying investment priorities of our clients by taking full advantage of the breadth and depth of our product portfolio as well as our extensive asset management expertise. Investment Principles (1) Client Investment Objective MUTB seeks to be the client's strategic partner. Our investment objective is to achieve solid riskadjusted returns taking into consideration the nature of the client's funds. (2) Research and Analysis Inefficiencies exist in financial markets. In response, MUTB aims to add value through both qualitative and quantitative proprietary research and analysis. (3) Investment Process

Our investment process is disciplined and structured in efforts to ensure consistency, with investment teams following a "Plan-Do-Check-Act" cycle. (4) Risk Management MUTB carries out rigorous risk management in efforts to ensure MUTB takes intended risk but avoid unintended risk, and manage portfolios efficiently. (5) Proper Disclosure of Information Disclosure of information is absolutely crucial to maintaining client trust in the investment process. MUTB strives to increase our clients' understanding of its investment policies by reporting on investment performance regularly. Investment Technology and Research Support MUTB seeks to keep its investment strategies aligned with market developments through the support of Mitsubishi UFJ Trust Technology Institute Co., Ltd., its subsidiary quantitative investment research institute established in 1988. Mitsubishi UFJ Trust Investment Technology Institute Co., Ltd. is Japan’s first private-sector investment theory research institute specializing in financial engineering. Its basic philosophy is to harmonize and integrate theoretical and applied knowledge in financial engineering. Consistent with this philosophy, the institute applies investment theory, mathematics, statistics, operations research, corporate finance, and related disciplines to develop asset management, risk management, and other models used by MUTB. Investment Professionals MUTB has invested significant resources in its investment capabilities. Our position in the industry attracts talented staff and we have around 300 investment professionals with an average of over 10 years of investment experience. At MUTB, we have divisions engaged in the development and management of investment products and a division involved in the development and management of tie-up products with third parties. Each of these divisions strives to upgrade and expand the investment product lineup and enhance quality, by honing their specialized expertise. We also have a dedicated corporate research organization in the field of active investment operations. Material Risks Investing involves substantial risks, including the risk of total loss of capital, and may not be suitable for all Clients. No guarantee or representation is made that MUTB’s investment strategies will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past results of investments made by the investment professionals of MUTB are not necessarily indicative of a Client’s future performance.

MUTB has put in place a comprehensive risk management framework to help monitor, measure and respond to this risk, specifically the exposure to

(1) Market risk, (2) Credit risk (issuer), (3)

Counterparty risk (and Operational risk), (4) Liquidity risk, (5) External Manager risk and (6) Market Capitalization risk. Although MUTB has established a comprehensive risk management framework, the following is a list of the principal risks associated with the MUTB’s investment activities. (1) Equity Securities – The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short term as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. (2) Non-U.S. Investments – Investing in securities of non-U.S. companies, which are generally denominated in non-U.S. currencies, involves certain considerations comprising both risks and opportunities not typically associated with investing in U.S. companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of non-U.S. taxes, less liquid markets and less available and lower quality information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, greater difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. (3) Market Risk - market risk involves the possibility that an investment's current market value will fall because of a general market decline, reducing the investment value regardless of the issuer's operational success or financial condition. The price of a security, option, bond, or mutual fund can drop due to tangible and intangible events and situations. External factors cause this risk, independent of a security's underlying circumstances. The adviser cannot guarantee that it will accurately predict market, price, or interest rate movements or risks. (4) Credit Risk - credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds.

A bond issuing entity can experience a credit event that could

impair or erase the value of an issuer's securities held by a client. (5) Counterparty Risk Arising from Investments in Derivatives – The Adviser may engage in transactions for clients in securities and financial instruments that involve counterparties.

Under

certain conditions, clients could suffer losses if a counterparty to a transaction were to default or if the market for certain securities or financial instruments were to fail.

In addition, clients could

suffer losses in the event of a default or bankruptcy by certain other third parties, including brokerage firms and banks with which the client does business. (6) Currency Risks – Client investments that are denominated in currencies other than the U.S. dollar are subject to the risk that the value of the particular currency will change in relation to one or more other currencies. As a result, Clients could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. (7) Force Majeure and Other Risks - MUTB’s ability to provide continuous advisory services may be adversely affected by force majeure events, which are events beyond the control of the Adviser or third parties upon whom the Adviser relies. Such events may include, without limitation, natural disasters (e.g., fires, floods, earthquakes, severe weather), public health emergencies (including epidemics and pandemics), acts of war or terrorism, civil unrest, labor disruptions, governmental actions, cyber incidents, technological failures, or disruptions to infrastructure or utilities. These events may impair the Adviser’s ability to carry out investment management functions, including but not limited to trade execution, portfolio monitoring, risk management, and client communications. For example, disruptions affecting trading venues, custodians, brokers, administrators, or other critical service providers may result in delays, limitations, or the inability to execute transactions, value assets, or access client account information. In addition, force majeure events may have broader impacts on financial markets and economic conditions, including increased volatility, reduced liquidity, disruptions to pricing mechanisms, and declines in investor confidence. Events such as geopolitical conflicts, pandemics, or significant governmental interventions (including restrictions on capital flows or nationalization of assets) may exacerbate these risks and negatively affect Client portfolios. The Adviser maintains business continuity and disaster recovery plans and conducts due diligence and monitoring of key service providers; however, there can be no assurance that such measures will be effective in preventing or fully mitigating the impact of force majeure events. Accordingly, such events may have a material adverse effect on the Adviser’s ability to provide advisory services and on the value and performance of Client accounts. (8) Cybersecurity Risks – MUTB and/or one or more of their respective service providers may be prone to operational, information security and related risks resulting from failures of or breaches in cybersecurity. A failure of or breach in cybersecurity (“cyber incidents”) refers to both intentional and unintentional events that may cause the relevant party to lose proprietary information, suffer data corruption, or lose operational capacity. In general, cyber incidents can result from deliberate attacks (“cyber-attacks”) or unintentional events. Cyber-attacks include, but

are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). The issuers of securities and/or counterparties to other financial instruments in which Clients may invest may also be prone to cyber incidents. Cyber incidents may cause disruption and impact business operations, potentially resulting in financial losses, such as interference with the ability to calculate an account’s net asset value, impediments to trading, the inability of Clients to make contributions or withdrawals from an account, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. While MUTB and its respective affiliates have established business continuity plans in the event of, and risk management strategies, systems, policies and procedures to seek to prevent, cyber incidents, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, MUTB and its affiliates cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers to Client accounts and/or the issuers in which MUTB recommends investing. (9) Exchange-Traded Funds (ETFs) - ETFs are typically investment companies that are legally classified as open-end mutual funds or Unit Investment Trusts. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly-traded companies. ETF shares may trade at a discount or premium to their net asset value. The difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity, and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. (10) Accuracy of Public Information – MUTB selects investments, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to MUTB by the issuers or through sources other than the issuers. MUTB evaluates all such information and data and ordinarily seeks independent corroboration when MUTB considers it appropriate and when it is reasonably available. MUTB is not in a position to confirm the completeness, genuineness or accuracy of all such information and data, and in some cases, complete and accurate information is not available. (11) Importance of Key Employees of MUTB – The authority to make decisions and to exercise business discretion on behalf of Clients is delegated to MUTB. The success of Clients is expected

to depend on the expertise of certain of MUTB key employees. Therefore, the death incapacity or withdrawal of such employees could materially affect Clients. (12) Lack of Liquidity – Client assets may, at any given time, include securities and other financial instruments or obligations which are thinly-traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. Dispositions of investments may be subject to contractual or other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. The sale of any such investments may be possible only at substantial discounts and it may be difficult to accurately value any such investments. (13) Systems and Operational Risk – MUTB relies on certain financial, accounting, data processing and other operational systems and services that are employed by the Adviser and/or by third party service providers, including brokers, market counterparties and others. Many of these systems and services require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. For example, MUTB and its Clients could be exposed to errors made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or related to other similar disruptions in the Clients’ operations. (14) Artificial Intelligence and Machine Learning - Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to MUTB and its Clients. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the MUTB invests on behalf of its Clients, and any such changes could render MUTB’ underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of MUTB and its Clients make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect MUTB, its Clients and their operations. Additionally, MUTB and its Clients could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to MUTB, use AI Technologies in their business activities. MUTB will not be able to control the use of AI Technologies in third-party products or services, including those provided by MUTB’ and its affiliates’ service providers. Additionally, MUTB and its personnel may use approved AI Technologies for processing research and creating content for human review and validation, but MUTB personnel are prohibited from using AI Technologies to direct investment behaviors and outcomes, and any use of AI must be done under human supervision. MUTB personnel who use AI Technologies to produce work product are responsible for checking the accuracy of the AI’s outputs before finalizing such work product and are responsible for any errors generated by AI Technologies that they include in their work product. Nevertheless, AI Technologies are highly

reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting MUTB’ decisionmaking and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on MUTB and its clients. Clients should be aware that the above list is not intended to be an exhaustive inventory of all the risks to which they may be exposed. It is not possible to identify all of the risks associated with investing and the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities held.

Not all of the risks listed above will pertain to

every account as certain risks may only apply to certain strategies.

any device, scheme or artifice to defraud a client or a prospective client” or to “engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client.” MUTB conducts business with a high level of ethical standards and is committed to complying with all applicable federal and state securities laws. In furtherance of the principles cited in the Code, management has established guidelines specifying that Supervised Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client: (1) To defraud such client in any manner. (2) To mislead such client, including by making a statement that omits material facts. (3) To engage in any manipulative practice with respect to securities, including price manipulation. Conflict of interests MUTB conducts business in an honest, ethical, and fair manner. A conflict of interest occurs when a Supervised Person’s private interest interferes with the interests of or the service to MUTB or any of its clients. The Firm has implemented policies and procedures to address potential and actual conflicts of interest. MUTB does not engage in any conduct or act, directly, indirectly or through any other person that would be unlawful to do under the provisions of any rules and regulations. MUTB does not engage in principal trades with client accounts, unless MUTB receives client consent prior to the completion (upon settlement) of each principal transaction, in accordance with Section 206(3) of the Advisers Act. MUTB offers comprehensive financial services to customers, which include banking services as well as asset management. MUTB’s Banking Division and Trust Division are strictly separated and appropriate information barrier procedures are in place between the two businesses to avoid conflicts. MUTB, with the exception of internal test portfolios, does not engage in proprietary trading. MUTB takes steps to ensure that if pilot fund trades are aggregated with client orders, procedures are implemented to help make certain subsequent trade allocations are equitable and in accordance with the relative regulatory guidelines. A cross trade consists of a transaction between two or more different clients, which are managed by the same advisor.

Occasionally, MUTB may utilize cross trades to address account funding issues

and when it specifically deems the practice to be advantageous for each participant. MUTB may engage in cross-trades only when the closing price is available

In such cases, the cross-trade will

be at an independently determined market price, without incurring brokerage commissions. Customary transfer fees may be incurred with respect to cross trades, but no such fees will be paid to MUTB.

MUTB will not engage in agency cross transactions that involve a broker/dealer and where MUTB has discretion over only one of the client accounts involved in the transaction and it, or an affiliated broker/dealer, executes the transaction for both sides in a brokerage capacity without obtaining a client’s consent before each transaction, or the following conditions are met: (1) The client has executed a written blanket consent after receiving full disclosure of the conflicts involved, which must be renewed each year. (2) MUTB provides a written confirmation to the client before the completion of each transaction providing, among other things, the source and amount of any remuneration it received. (3) The disclosure and confirmation each clearly disclose that consent may be revoked at any time. MUTB seeks to allocate investment opportunities among eligible clients promptly and on a fair and equitable basis.

In some cases, an investment opportunity may be limited and MUTB will allocate

the trade result among its eligible client accounts in accordance with its allocation policies and procedures, which seek to make allocations in a timely, fair and equitable manner in accordance with regulation. Unethical Conduct Any person engaging in an unethical business practice is subject to having his/her license denied, suspended, or revoked and employment terminated. The following activities are examples of unethical business practices: (1) Forgery (2) Embezzlement (3) Theft (4) Exploitation (5) Non-disclosure (6) Incomplete disclosure or misstatement of material facts (7) Manipulative or deceptive practices (8) Aiding or abetting any unethical practices MUTB has established processes allowing it to monitor, discourage and/or prevent its Supervised Persons from engaging in any dishonest or unethical conduct including, but not limited to: (1) Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative contrary to any rules or regulations established by all governing regulatory bodies. (2) Recommending to a client the purchase, sale, or exchange of any security without reasonable grounds for believing that the recommendation is suitable for the client based on the information furnished by the client after reasonable inquiry regarding the client’s age, investment experience,

time horizon, liquidity, risk tolerance, financial history, investment objectives, financial situation and needs, and other information that is known by the investment adviser. (3) Recommending or implementing trades in a client’s account that are excessive in size or frequency with respect to the client’s financial resources, investment objectives, and the character of the account. (4) Borrowing money or securities from or loaning money or securities to a client. (5) Providing advice and guaranteeing the client that a gain or no loss will occur as a result of the advice. (6) Publishing, circulating, or distributing any advertisement that has not been approved and that does not comply with the proper regulatory requirements. (7) Disclosing any confidential information of any client, unless required by law to do so or having received written authorization from the client to do so. (8) Failing to provide the proper disclosure documents (Form ADV Part 2A, 2A Appendix 1 and Part 2B) prior to or at the time of executing a client agreement for advisory services. (9) Creating any condition, stipulation, or provision as part of any advisory client agreement that limits or attempts to limit the liability of the Firm or any of its Supervised Persons for willful misconduct or gross negligence. Insider Trading Material non-public information (“MNPI”) is information which investors would consider important in making a decision and which has not been effectively communicated to the marketplace.

Improper

use of MNPI, including use of insider information, when conducting any securities transaction is a serious violation of securities laws and will not be tolerated. Any person having access to MNPI would violate anti-fraud provisions of the federal securities laws by effecting transactions or communicating such information for the purpose of effecting transactions in such securities without public disclosure of the information. come into possession of MNPI from time to time.

The Firm is aware that employees may

Although possession of MNPI, in and of itself, is

not a breach of any regulatory requirements, the Firm takes seriously our obligation to safeguard access to MNPI, identify instances when employees obtain MNPI and prevent its unlawful use in the execution of trades. Furthermore, the firm has implemented measures to assess the implications of an employee’s receipt of MNPI, to include analysis of whether such information might necessitate prohibiting any further trading in a related security even if the decision to trade in the security was reached prior to receiving the MNPI or the MNPI would not have led to a decision to trade. Supervised Persons may not purchase or sell a security, either personally or on behalf of others, while in the possession of MNPI.

Supervised Persons are also forbidden to communicate MNPI to others in

violation of the law.

Personal Securities Transactions MUTB prohibits personal trading by all personnel, in principle.

Individual exceptions require the

approval of the respective division General Manager, who ensures that any exceptions do not violate restrictions, guidelines, and prohibitions discussed in this Code of Ethics and/or in firm policy.

If an

exception is granted, actual trading results are reported to the division General Manager, and monitored by the Compliance and Legal Division for compliance with internal policy. Reporting Requirements MUTB requires all personal securities transactions and holdings by Access Persons and their immediate families to be disclosed and reported.

Access persons must report trades implemented

for a personal account, an account of any household family member (immediate family members residing in the same household) or any account for which the access person acts as a trustee. Personal securities transactions that need to be reported include stocks, bonds, limited partnerships, options, and other general securities. Transactions involving any of the following do not need to be included on the report: (1)

Open-end mutual fund (unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund)

(2)

Money market instruments

(3)

Bankers’ acceptances

(4)

Bank CDs

(5)

Commercial paper and high quality short-term debt instruments

(6)

Variable annuities funded by insurance company separate accounts organized as unit investment trusts. Such separate accounts typically are divided into subaccounts, each of which invests exclusively in shares of an underlying open-end fund.

(7)

Government securities

(8)

Unit Investment Trusts (UITs) (provided that the UIT is invested exclusively in unaffiliated mutual funds)

Access persons must maintain as part of MUTB books and records their and other household personal accounts trading in: stocks, bonds, limited partnerships, options, and other general securities. Access Persons will ensure that they submit to the Asset Management Chief Compliance Officer (AMCCO) copies of statements and confirmations for all of individuals and related family members living with Access Persons.

Access Persons will make sure the Firm receives the statements no

later than 30 days after the end of the applicable calendar quarter.

The AMCCO monitors all

statements and confirmations received from access persons, and ensures that they are received in a

timely fashion, and do not reveal any improper trading activity. The firm requires attestation that reported holdings/changes to holdings are also reflective of indirect holdings (i.e., accounts held by Access Persons' spouses).

Account statements serve as the annual holding report required by the

Code of Ethics rule under the US Advisers Act. Gifts and Entertainment Receiving or giving any gift of any amount from any person or entity that does business with or on behalf of any client/investor is prohibited, except as otherwise permitted by the Chief Compliance Officer of this business. For purposes of the following policies on receiving and sending gifts any gifts given or received by MUTB or any of its supervised persons are considered in aggregate whether or not they were conferred by the same or different people at MUTB or the other (recipient) firm or party. For purposes of the MUTB’s policies regarding entertainment, an entertainment event includes any conference, meal, or sponsored outing. No Supervised Person or member of a Supervised Person’s immediate family may receive any gift of any amount from any persons or entity including clients and their service providers, vendors, and competitors. No Supervised Person or member of a Supervised Person’s immediate family may send any gift of any amount to any person or entity including clients and their service providers, vendors, and competitors. Supervised persons may invite clients to an event provided that the purpose of the meeting is to discuss the MUTB’s business and the event has been approved by Chief Compliance Officer of this business.

and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of related services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying MUTB’s selection criteria. Accordingly, if MUTB determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, Clients may pay commissions to such broker in an amount greater than the amount another broker might charge for effecting the same

transaction. Research and Other Soft Dollar Benefits MUTB does not have any formal arrangements in place to use Client commission dollars, known as “soft dollars”, to pay for any products or services. However, from time to time and consistent with applicable law and regulatory guidance, MUTB will select brokers that provide it and its Clients or their affiliates or personnel, directly or through thirdparty or correspondent relationships, with research or brokerage services that provide, in MUTB’s view, lawful and appropriate assistance in the investment decision-making or trade execution processes (including such processes with respect to futures, fixed-price offerings, and over-the-counter transactions). MUTB might endeavor, subject to the duty to seek best execution, to execute trades with such brokers to obtain research or brokerage services or in order to help ensure the continued receipt of such research or brokerage services. Research or brokerage services that can be acquired by MUTB with its trade commission include, without limitation and to the extent permitted by applicable law: (i) research reports on companies, industries and securities; (ii) economic, market and financial data; (iii) quantitative analytical software and algorithms; (iv) electronic trading and algorithmic facilities; and (v) market data related software and services. MUTB could pay, or be deemed to have paid, commission rates higher than it could have otherwise paid in order to obtain such research or brokerage services. With respect to its U.S. Clients, such higher commissions would be paid in accordance with Section 28(e) of the Securities Exchange Act of 1934 as interpreted by the SEC and its staff, which requires MUTB to determine in good faith that the trade commissions paid, are reasonable in relation to the value of the research or brokerage services received. MUTB believes that using commission payments to obtain the type of research or brokerage services mentioned above enhances its investment research and trading processes. To the extent that MUTB uses Client commission payments to obtain research or brokerage services, it will not have to pay for those products and services itself. Brokerage for Client Referrals MUTB does not receive client referrals from broker-dealers for brokerage services. Directed Brokerage MUTB may accept instructions from clients with separately managed accounts to execute transactions through specified broker-dealers in accordance with the clients’ requests or

guidelines, provided that

such directed brokerage is subject to approval by a director or executive officer. When instructed to do so, MUTB may have limited capability to negotiate commissions, aggregate orders to receive volume discounts, select brokers to obtain best price or best execution. In addition, MUTB may not be able to aggregate orders for these transactions with orders for other client accounts.

Generally, MUTB encourages each client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker to the client. Trade Aggregation and Allocation MUTB may aggregate orders to reduce transaction costs. As a general principle MUTB will aggregate transactions only when it determines that doing so is lawful, aligned with its obligation to seek best execution for its Clients, and consistent with the relevant Clients’ advisory agreements or any other commitments MUTB has made to each Client whose trades are being aggregated. In these circumstances, each Client will continue to receive individualized investment advice and treatment, and we will not receive any additional compensation or remuneration of any kind because of the aggregation. Each client account receives the same execution price when orders are aggregated. When an aggregated order is partially filled, it is generally allocated among the client accounts on a pro-rata basis in proportion to the intended pre-trade allocation.

routinely reviews account custodian reconciliations and MUTB monitors and oversees the Master Trust Bank of Japan, Ltd.’s account review process based on the agreement between MUTB and The Master Trust Bank of Japan, Ltd.. Trade Errors It is MUTB’s policy to ensure trading errors are handled and corrected in a timely manner in the best interests of the client affected by the error. All trade errors should be corrected within a reasonable period of time following discovery of the error. MUTB does not use commissions from client accounts to correct trade errors. Reports to Clients MUTB issues periodic reports to its direct clients, U.S. RIAs, which include transaction summaries, portfolio valuations, and performance data. Frequency and time horizon of submission is subject to a client agreement.

In addition to the aggregate results, MUTB makes individual disclosure of exercised voting rights (voting for or against each proposal and the reason) to show that voting rights were appropriately exercised. Proxy voting decisions generally depend on the extent to which each proposal contributes to shareholder returns. However, MUTB generally votes against proposals that could erode corporate value or that are problematic from the point of view of corporate governance. MUTB discloses our proxy voting policy on our website. The policy includes both quantitative and qualitative voting criteria to enhance transparency of the proxy voting process. The voting policy and the proxy voting plans are reviewed by the compliance divisions and the Stewardship Committee chaired by an independent director who helps to oversee the process. The Stewardship Committee comprises 3 members, including an external expert and Managing Director of the Compliance division.