A. Firm Description

Nomura Asset Management Singapore Limited (“NAM-Singapore,” “firm,” “we,” “us,” or “our”) is one of several wholly-owned investment advisory subsidiaries of Nomura Asset Management Co., Ltd. (“NAM- Tokyo”). NAM-Tokyo is one of the largest asset management firms in Japan. Each NAM-Tokyo subsidiary is responsible for providing investment management services in local markets and promoting the global fund management expertise of NAM-Tokyo and its subsidiaries. NAM-Tokyo is a wholly-owned subsidiary of Nomura Holdings, Inc. (“NHI”). NHI, together with its affiliates, is known as “Nomura.”

NAM-Singapore is incorporated in Singapore. Its predecessor firm, Nomura Capital Management (Singapore) Pte Ltd., commenced operations in 1988.

In addition to being registered as an investment adviser with the SEC, NAM-Singapore also holds a Capital Market Services License for fund management issued by the Monetary Authority of Singapore. NAM- Singapore is registered as a foreign company with the Australian Securities and Investment Commission.

B. Description of Advisory Services

We provide investment advisory services to a broad range of institutional clients located throughout the world. Although most services are provided on a discretionary basis, NAM-Singapore also provides certain services on a non-discretionary basis.

In North America, we specialize in managing, on a discretionary basis, regional and country-specific Asia Pacific ex-Japan equity and fixed income mandates for institutional clients, including state or municipal government entity (including government pension plans), pension and profit sharing plans, open-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and other pooled investment vehicles. We offer these services through sub-advisory arrangements with our affiliates, Nomura Asset Management U.S.A. Inc. (“NAM-U.S.A.”) and Nomura Corporate Research and Asset Management Inc. (“NCRAM”). NAM-USA and NCRAM are both U.S. SEC-registered investment advisers.

Our advice to North American clients is limited to Pacific Basin equity and fixed income securities. Equity securities include, among other things, common stock, preferred stock, warrants, rights, depository receipts, real estate investment trusts (“REITs”), limited partnership interests, membership interests in a limited liability company, shares of fund vehicles and equity-related instruments and derivatives. Fixed income securities include, among other things, high-yield and investment grade debt issued by government and corporate issuers, as well as hybrid high yield instruments, including preferred stocks, zero coupon bonds, convertible bonds, and units or other securities with hybrid equity characteristics. C. Availability of Customized Services to Individual Clients We tailor our advisory services to the individual needs of our clients. Clients 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. These restrictions must be in writing and must accompany the investment management agreement.

Clients should be aware, however, that certain restrictions can limit our ability to act and as a result, an account’s performance may differ from and may be less successful than other accounts that have not limited our discretion. Where NAM-Singapore is the investment adviser or sub-adviser to a pooled investment vehicle, the investment objectives, guidelines and any investment restrictions followed are those of the vehicle (as described in its prospectus or other relevant offering document) and are not tailored to the needs of individual investors in those vehicles.

D. Wrap Fee Programs

NAM-Singapore does not provide portfolio management services in connection with any wrap fee programs.

E. Assets Under Management As of March 31, 2019 USD Assets Under Management USD Regulatory Assets Under Management Assets Managed on a Discretionary Basis $14,348,846,728 $14,745,884,874 Assets Managed on a Non-Discretionary Basis $155,185,249 $155,185,249 Total Assets $14,504,031,977 $14,901,070,123 please register to get more info

A. Advisory Fees and Compensation

NAM-Singapore’s fee schedule is omitted because this brochure is required to be delivered only to qualified purchasers as defined in the 1940 Act.

B. Payment of Fees

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

The differing levels of basic fees across investment types take into account such factors as the degree of investment management activity and supervision required, the nature of the discretionary or non- discretionary service provided and the types of investment guidelines and restrictions imposed upon the management of the accounts. In addition, there may be specialized investment strategies with individualized fee arrangements in place as well as historical fee schedules with long-standing clients that may differ from those applicable to new client relationships. NAM-Singapore may, in its sole discretion, reduce and/or waive management fees for a client at any time. The specific manner in which advisory fees are charged is established in the client’s written agreement with NAM-USA and NCRAM. NAM-USA and NCRAM generally bills its fees on a quarterly basis, although fees for various fund vehicles are often paid monthly. Clients may elect to be billed in advance or in arrears. NAM-USA and NCRAM do not directly debit fees from client accounts.

Management fees shall be prorated for each capital contribution and withdrawal made during the applicable billing period (with the exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a billing period will be charged a prorated fee. Our services may be terminated pursuant to the provisions of each advisory contract. The termination provisions of any particular contract are subject to negotiation. If a client pays fees in advance, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

NAM-Singapore may also manage accounts that provide for compensation on the basis of a share of the capital gains upon, or the capital appreciation of, the client’s assets (a “performance fee”). Performance fees may be billed quarterly, semi-annually or annually. Please see Item 6 below for further discussion of performance fees. Sub-Advisory Fees NAM-USA and NCRAM charges asset-based management fees (“management fees”) for all its North American clients. NAM-USA and NCRAM pays sub-advisory fees directly or indirectly to NAM-Singapore out of the management fee it receives from those clients sub-advised by NAM-Singapore. To the extent that performance fees are paid to NAM-USA and NCRAM for a particular account, NAM-USA and NCRAM pays NAM- Singapore its portion out of the fees received from those clients sub-advised by NAM-Singapore. U.S. Registered Funds – Management Fees

NAM-Singapore may receive management fees from its U.S. registered fund client as described above and/or as described in the relevant U.S. registered fund prospectus or annual shareholder report.

C. Additional Fees and Expenses

Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. U.S. registered funds also charge internal operational fees, which are disclosed in a fund’s prospectus or shareholder report.

Item 12 describes the factors that NAM-Singapore considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).

D. Prepayment of Fees

North American clients of NAM-Singapore are generally not required to pre-pay fees.

E. Additional Compensation and Conflicts of Interest NAM-Singapore may invest client assets in money market funds, exchange traded funds or other types of fund vehicles managed by our affiliates or by a third party. In addition to the management fee and any performance fee paid, clients will also incur, relative to investments in fund vehicles, normal expenses and advisory fees imposed by the funds held in the account. If you invest in a fund vehicle that we manage under a direct or a sub-advisory arrangement, please refer to the fund’s offering memorandum, subscription agreements and other offering documents for additional/supplementary information on the fund, including its fees and expenses. please register to get more info

As discussed in Item 5 above, NAM-Singapore may manage accounts that pay performance fees. For North American clients, these arrangements are only with “qualified clients” as defined under Rule 205-3(d) under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Such fees are subject to individualized negotiation with each such client.

In measuring clients' assets for the calculation of performance-based fees, we shall include realized and unrealized capital gains and losses. Performance-based fee arrangements may create an incentive for NAM- Singapore to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. These fee arrangements also create an incentive for NAM- Singapore to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. NAM-Singapore has procedures designed and implemented to ensure that all clients are treated fairly and equally and to prevent this conflict from influencing the allocation of investment opportunities among clients. Please see Item 12 for a discussion of NAM-Singapore’s trade allocation policy and procedures. please register to get more info

NAM-Singapore’s clients include pension and profit sharing plans, trusts, U.S. and non-U.S. investment companies, corporations and other business entities, other pooled investment vehicles, foreign government agencies, foreign governments, sovereign wealth funds or foreign official institutions. We generally accept new client accounts with a minimum initial investment of $10 million. In some instances, we may waive or negotiate the minimum based on the complexities of the situation and/or the needs of the client. Pooled investment vehicles managed by us impose their own minimum investment amount and other investor qualifications. please register to get more info

A. Methods of Analysis and Investment Strategies

Through our arrangements with NAM-USA and NCRAM, we offer several Pacific Basin equity and fixed income strategies (including strategies focusing on specific regions and countries).

Equity

We believe active management based on fundamental research can add value and our investment process relies on insights from our strategically-based managers and research analysts. Our investment approach combines bottom-up and top-down strategies, with a bias towards stock selection. Although bottom-up factors are emphasized, portfolios are constructed within guidelines defined by our top-down analysis. Overall, our portfolios are managed on a team basis. The implementation of certain strategies for certain client accounts may involve frequent trading of securities.

The investment process is summarized below:

Our asset allocation process starts with the monthly Investment Environment Assessment Meeting, which is conducted by our economic research team. The team provides an assessment and sets the “house view” on the prevailing global investment environment. The monthly Pacific Basin Investment Meeting (“PBIM”) is the platform for country and sector allocation. Portfolio managers/analysts provide input with regard to each market under their coverage. This includes analyses on macro-economics, corporate earnings, market valuations, political environment, market liquidity and bottom-up insights of each market.

The stock selection process involves the screening and ranking of stocks in the firm’s investment universe, based on certain factors, and stocks are identified for further analysis. The core of our stock selection process focuses on fundamental research and company visits, as the primary source of value-add. The weekly Pacific Basin Stock Selection Committee Meeting (“PBSCC”) is the platform for discussing stock ideas. The stock analysis presented by portfolio managers/analysts would include factors such as short-term earnings outlooks; medium- to long-term growth potential of the industry and individual company; the company’s competitiveness within the industry; management quality and changes in business and financial strategies; and valuations and potential risks. The PBSSC assigns a final stock rating of 1 to 4 for each stock discussed. The master list generated is then used by each country specialist to construct a model portfolio using 1- and 2-rated stocks for his/her respective country/market. Fixed Income We believe bottom-up credit selection will be the key source of value add to the long-term performance in fixed income, especially in the Asia High Yield credit markets. Our investment approach involves top-down analysis complementing our bottom-up strategies which enables us to better evaluate risk optimization at portfolio level. Overall, our portfolios are managed on a team basis. The implementation of certain strategies for certain client accounts may involve customization to specific guidelines and frequent trading of securities. The investment process is summarized below:

Our top-down process starts with the monthly Investment Environment Assessment Meeting and Global Fixed Income Meeting which provide an assessment and sets the “house view” on the prevailing global investment environment. The Monthly Emerging Market Fixed Income Meeting provides duration and yield curve and currency/country allocation strategies for global emerging markets. Our top-down macroeconomic analysis incorporates global economic outlook, direction of monetary policy, US treasury market view and views on specific Emerging and Asian countries. Duration and yield curve strategy, currency/country allocation, sector allocation, credit rating allocation and securities selection including off-benchmark investment ideas for Asian fixed income markets are established during the weekly (or ad hoc) Asian Fixed Income Strategy Meeting. The portfolio managers/analysts engage in extensive discussion about the fundamentals of the selected sector/bond issuers and review specific credits.

Our bottom up process combines fundamentals with market forces. Our credit evaluation focuses on identifying major drivers of future credit quality. Market forces parameters considered include Valuation – absolute yield/spread valuation, relative valuation to peers, historical trends; Market technical – sponsorship from local market participants, index eligibility and potential supply/market liquidity; Structure risk – bond structure, covenants and corporate structure subordination.

Fundamental research and company visits are the primary source of value-added. The analysis would include Business fundamentals – industry trends, issuer’s position within the industry and global/regional macroeconomic factors; Corporate strategy – capex, organic growth/M&A, treasury policy and dividend/capital management policy; Financial profile – revenue/profitability, EBITDA/cash flow generation, leverage and liquidity; Management and shareholders – management capabilities/track record, shareholder strength/potential support, and corporate governance.

Based on the inputs from the top-down strategies and credit selection discussions, a model portfolio is constructed. Each client account is constructed to reflect the profiles and risk parameters of the model portfolio as possible, taking into considerations specific client’s risk profile, investment guidelines, portfolio size, etc.

For both our equity and fixed income strategies, we have a number of forums that provide oversight of our front and back office systems and operations, including a Guideline Monitoring and Performance Review Meeting which reviews guidelines compliance, performance, tracking errors, turnover of portfolios and attribution. We utilize the Charles River System for trading and compliance monitoring purposes, as well as external risk management tools. Security Analysis Our security analysis methods include: charting, fundamental analysis, technical analysis, quantitative analysis and qualitative analysis. Quantitative analysis considers factors including, but not limited to, valuation, historic price movements, changes in earnings estimates, balance sheet and financial statements. We also consider factors relevant to the specific stock, such as Revalued Net Asset Value (“RNAV”) for property, revenue and margins trends for technology companies etc., the management (i.e. focused, not reckless, clear understanding of strategy), and trends, consistency and track record of the management over time, i.e., how management reacts through different parts of cycle respectively. Sources of Information In conducting security analysis, we utilize a broad spectrum of information, including financial publications, third-party research materials, annual reports, prospectuses, regulatory filings, company press releases, corporate rating services, inspections of corporate activities and meetings with management of various companies.

Please Note: Investing in securities involves risk of loss that clients should be prepared to bear. Clients should understand that due to the volatile nature and risks involved when investing in these types of securities, the actual return and value of a client’s account may fluctuate and at any point in time be worth more or less than the amount originally invested.

B. Material Risks Associated with NAM-Singapore’s Investment Strategies

The following is a summary of some of the material risks associated with the strategies expected to account for a significant portion of the investments of the North American clients sub-advised by NAM-Singapore. This summary does not attempt to describe all of the risks associated with any investment.

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

Risks Generally Associated with all Investment Strategies

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

Cyber Security Risk With the increased use of technologies such as the Internet to conduct business, a portfolio is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to, gaining unauthorized access to digital systems, and misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of-service attacks on websites. Cyber security failures or breaches by a third party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. Key Personnel Risk The success of a client account may rely on certain key personnel of NAM-Singapore or its affiliates, including NAM-Singapore’s investment team. The departure of any of such key personnel or their inability to fulfill certain duties may adversely affect the ability of NAM-Singapore to effectively implement the investment programs of client accounts. Liquidity Risk Liquidity risk exists when particular investments are difficult to purchase or sell. A client’s account may, at any given time, include securities and other financial instruments or obligations which are very thinly traded or for which no market exists or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and such investments may be extremely difficult to value with any degree of certainty. Further, due to potential limitations on investments on illiquid securities and the difficulty in purchasing and selling such securities or instruments, an account may be unable to achieve its desired level of exposure to a certain sector.

Market Risk The profitability of a significant portion of a client’s account depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that we will be able to predict accurately these price movements. Although NAM-Singapore may attempt to mitigate market risk through the use of long and short positions or other methods, there is always some, and occasionally a significant, degree of market risk.

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

Risks Generally Associated with Equity Investments

Equity Securities Risk The value of a company’s equity securities may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the company’s products or services. The value of an equity security may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s equity securities may also be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates or adverse circumstances involving the credit markets. In addition, because a company’s equity securities rank junior in priority to the interests of bond holders and other creditors, a company’s equity securities will usually react more strongly than its bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. To the extent a client account invests in equity related instruments it will also be subject to these risks. Growth and Value Investing Risk We invest in equity securities of companies that our portfolio managers believe will experience relatively rapid earnings growth (growth securities) or that their portfolio managers believe are selling at a price lower than their true value (value securities). Growth securities typically trade at higher multiples of current earnings than other securities. Therefore, the value of growth securities may be more sensitive to changes in current or expected earnings than the value of other securities. Companies that issue value securities may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. If a portfolio manager’s assessment of a company’s prospects is wrong, or if the market does not recognize the value of the company, the price of its securities may decline or may not approach the value that the portfolio manager anticipates.

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

Risks Generally Associated with Foreign Investments

Currency Risk Foreign equity mandates invest directly in foreign (non-U.S.) currencies, and in securities that trade in, or receive revenues in, foreign currencies. These investments are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or non-U.S. governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, a client’s exposure to foreign currencies, including investments in foreign currency-denominated securities, may reduce the returns of the client account.

Emerging Markets Risk Foreign Investment Risk as discussed below may be particularly high to the extent that a client invests in emerging market securities, that is, securities of issuers tied economically to countries with developing economies. These securities may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly-defined geographic area are generally more pronounced with respect to investments in emerging market countries. For example, to the extent a client invests in companies incorporated or doing significant business in China, which may be considered an emerging market, the risks associated with China-related investments may be more pronounced for such a client. Foreign Investment Risk A client account that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than accounts that invest exclusively in securities of U.S. issuers or securities that trade exclusively in U.S. markets. The securities markets of many non-U.S. countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of non-U.S. securities are often not subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of non- U.S. countries differ, in some cases significantly, from U.S. standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage, market disruption, political changes, security suspensions or diplomatic developments could adversely affect a client’s investments in a non-U.S. country. In the event of nationalization, expropriation or other confiscation, a client could lose its entire investment in non-U.S. securities. To the extent that a client invests a significant portion of its assets in a particular currency or geographic area, the client will generally have more exposure to regional economic risks, including weather emergencies and natural disasters, associated with non-U.S. investments. For example, because certain of our client accounts may invest more than 25% of their assets in particular countries, these accounts may be subject to increased risks due to political, economic, social or regulatory events in those countries. Adverse developments in certain regions can also adversely affect securities of other countries whose economies appear to be unrelated. In addition, a client’s investments in non-U.S. securities may be subject to withholding and other taxes imposed by countries outside the U.S., which could reduce the return on the investment.

Issuer Concentration, Geographic Concentration and Country Risk Because certain client accounts may invest a higher percentage of their assets in a relatively small number of issuers, the accounts may be more susceptible to any singular event affecting those issuers than is a more broadly diversified account.

A small number of companies and industries may represent a large portion of the market in a particular country or region, and these companies and industries can be sensitive to adverse social, political, economic or regulatory developments in that country or region. Because certain client accounts concentrate their investments in individual countries or regions, their performance is expected to be closely tied to economic and political conditions in those countries and/or regions. In addition, natural disasters might have substantial economic impacts on affected regions, at least temporarily. Because certain client accounts will have concentrated investments in Asia, the performance of those accounts may be closely tied to the economic, political and geopolitical conditions in Asia.

Market Exchange and Frequent Trading Risk Foreign markets may differ widely in trading and execution capabilities, liquidity and expenses, including brokerage and transaction costs. In addition, active and frequent trading of securities involves higher expenses which could affect the account’s performance over time. Higher rates of portfolio turnover could also affect the tax efficiency of the account by accelerating the realization of taxable income.

Risks Generally Associated with Fixed Income Investments Credit Risk Credit risk is the risk of an issuer’s inability to meet principal and interest payments on the obligation. Any such failure or refusal whether due to insolvency, bankruptcy or other causes, could subject a client to substantial losses. Securities rated below investment grade (also referred to as “high yield” or “junk” bonds)are subject to heighted credit risk, which can result in a portfolio being more sensitive to adverse developments in the U.S. and abroad. Lower rated securities generally involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. Distressed Securities Risk We may invest in "distressed” securities, claims and obligations of entities which are experiencing significant financial or business difficulties. Investments may include, but not limited to, loans, commercial paper, loan participations, trade claims held by trade or other creditors, stocks, partnership interests and similar financial instruments, executory contracts and options or participations therein not publicly traded.

Distressed securities may result in significant returns to a client, but also involve a substantial degree of risk. A client may lose a substantial portion or all of its investment in a distressed environment or may be required to accept cash or securities with a value less than the client’s investment. Among the risks inherent in investments in entities experiencing significant financial or business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court's discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of such instruments are also subject to abrupt and erratic market movements and above average price volatility and the spread between the bid and asked prices of such instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required. Such litigation can be time-consuming and expensive, and can frequently lead to unpredicted delays or losses. The market for distressed securities and instruments is generally thinner and less active than other markets, which can adversely affect the prices at which distressed securities can be sold.

High Yield Risk We generally invest in high yield bonds which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. In a recessionary environment it is likely to be significantly more challenging for “high yield” issuers than for “investment grade issuers.” Recessionary pressures are likely to reduce cash flow and make it more difficult for a highly leveraged issuer to meet its obligations under indentures and other credit agreements. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Lower rated and unrated securities in which NAM-Singapore may invest on behalf of client accounts may have large uncertainties or major risk exposure to adverse economic conditions and are considered predominantly speculative. Generally, such securities offer a higher return potential than higher rated-rated securities but involve greater volatility of price and greater risk of loss of income and principal, including the possibility of default or bankruptcy of the issuers of such securities. The market values of these securities also tend to be more sensitive to changes in economic conditions than higher rated securities. Credit ratings reflect a rating agency’s evaluation of the safety of the principal and interest payments of a particular security, not the market value risk of lower-rated securities. Rating agencies may fail to make timely changes to credit ratings to reflect an event occurring since a security was rated, so that outstanding ratings may not reflect the issuer’s current credit standing.

High Risk Investments NAM-Singapore may invest in debt securities, accounts and notes payable, loans, private claims and other financial instruments and obligations of troubled companies which may result in significant returns to a client account, but which involve a substantial degree of risk. A client account may lose its entire investment in a troubled company, may be required to accept cash or securities with a value less than the account’s investment, and may be prohibited from exercising certain rights with respect to such investment. Troubled company investments may not show any returns for a considerable period of time. Funding a plan of reorganization involves additional risks, including risks associated with equity ownership in the reorganized entity. Troubled company investments may be adversely affected by state and federal laws whether in U.S. or under any law in any jurisdiction relating to, among other things, fraudulent conveyances, voidable preferences, lender liability, and the bankruptcy court's discretionary power to disallow, subordinate or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation.

A client account may have significant investments in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, take considerable time or result in a distribution of cash or a new security, the value of which will be less than the purchase price to the client of the security, or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, NAM- Singapore may be required to sell a client’s investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a client may invest, there is a potential risk of loss by the client of its entire investment in such companies.

Interest Rate Risk Interest rate risk is the risk that fixed income instruments will decline in value because of changes in interest rates. During periods of declining interest rates, the market price of fixed income instruments generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income instruments is generally greater for securities with longer durations. The values of equity and other non-fixed income securities may also decline due to fluctuations in interest rates. Small Companies Risk At any given time, a client account may have significant investments in smaller-to-medium sized companies of a less seasoned nature whose securities are traded in the over-the-counter market. These "secondary" securities often involve significantly greater risks than the securities of larger, better-known companies. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities, and their values may fluctuate more sharply than other securities. They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity. Companies with medium-sized market capitalizations also have substantial exposure to these risks. Risks Generally Associated with Particular Activities or Types of Securities

Asset-Backed Securities and Mortgage-Backed Securities Holders of asset-backed and mortgage-backed securities bear various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks and legal risks. Credit risk is an important issue in such securities because of the significant credit risks inherent in the underlying collateral and because issuers may be private entities. All of these factors increase the risk involved with commercial real estate lending and commercial real estate mortgage-backed securities.

Bank Loans NAM-Singapore may invest client assets in bank loans through participations or assignments. In connection with purchasing participations, the client assets generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the client assets may not benefit directly from any collateral supporting the loan in which they have purchased the participation. As a result, the client assets will assume the credit risk of both the borrower and the lender that is selling the participation. When NAM-Singapore on behalf of its clients purchases assignments from lenders, the client assets will acquire direct rights against the borrower on the loan.

Below Investment Grade and Unrated Securities Client assets may be invested in fixed income securities that are rated below investment grade by one or more rating agencies or are unrated. The low rating or lack of a rating of such fixed income securities reflects the possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or both, may significantly decrease the value of such securities or impair the ability of the issuer to make payments of principal or interest. Such securities may be subject to significant financial and business risks and have historically experienced greater rates of default. Lower or unrated securities are more likely to react to developments affecting market and credit risk than are more highly rated securities, and therefore the market value of securities in lower-rated or unrated categories is generally more volatile than that of higher quality securities. In addition, NAM-Singapore may have difficulty disposing of certain such fixed income securities because there may be a thin trading market for such securities. Issuers of below investment grade or unrated fixed income securities may be highly leveraged and may not have more traditional methods of financing available to them. During an economic downturn or a sustained period of rising interest rates, issuers of such securities may be more likely to experience financial stress, especially if such issuers are highly leveraged. During such periods, timely service of debt obligations may also be adversely affected by specific issuer developments, or the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is generally significantly greater for the holders of below investment grade or unrated fixed income securities because such securities may be unsecured and may be subordinated to obligations owed to other creditors of the issuer. Investments in unsecured bank loans are subject to a greater risk of loss than investments in bank loans secured by collateral. Convertible and Preferred Securities Convertible and preferred securities have many of the same characteristics as stocks, including many of the same risks. In addition, convertible bonds may be more sensitive to changes in interest rates than stocks. Convertible bonds may also have credit ratings below investment grade, meaning that they carry a higher risk of failure by the issuer to pay principal and/or interest when due.

Credit Default Swaps We may use credit default swaps in certain trading strategies. Credit default swaps involve different risks from investing in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and counterparty credit risk. The volume of trading in credit default swaps has grown rapidly in recent years, and the size of the market may expose a client to large and unexpected risks. Given the increases in volume of credit default swaps in the market over recent years, and the fact that credit default swap contracts are bilaterally settled rather than centrally cleared, settlement of such contracts may also be delayed beyond the time frame originally anticipated by counterparties, and disputes may be more likely to arise as settlement is delayed. Such delays may adversely affect a client’s ability to otherwise productively deploy any capital that is committed with respect to such contracts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) includes provisions that comprehensively regulate the OTC derivatives markets, including the credit default swap market, for the first time. While the Dodd-Frank Act is intended in part to reduce certain of the risks described above with respect to credit default swaps and other OTC derivatives, its success in this respect may not be evident for some time after the Dodd-Frank Act is fully implemented, a process that may take several years.

Credit Derivatives Certain clients purchase and sell credit derivatives. Credit derivatives trading is subject not only to the credit risk of the issuer of the underlying obligations to which such derivatives are referenced, but also to the credit risk of the counterparty to the credit derivative transaction itself. In certain cases, the credit derivatives market is significantly less liquid than the market in the underlying debt obligations, particularly if the derivative is highly customized and individually negotiated.

Default Risk There is a risk that NAM-Singapore may invest in, or hold, a security of an issuer that is in default with respect to principal or interest payments. In general, the default risk of emerging market bonds in which NAM- Singapore invests is higher due to the risk that litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on the issuer’s ability to make payments of principal and/or interest. If the issuer of a security is in default, a client may lose its entire investment. Derivatives Derivative instruments are securities or contracts that provide for payments based on or “derived” from the performance of an underlying asset, index, or other economic benchmark. Essentially, a derivative instrument is a financial arrangement or a contract between two parties (and not like a stock or a bond). Transactions in derivative instruments can be riskier than investments in conventional stocks, bonds and money market instruments. Derivative contracts include options, futures contracts, forward contracts, forward commitment and when-issued securities transactions, forward foreign currency exchange contracts and interest rate, mortgage and swaps.

A variety of derivatives may be available to an account, depending on the type of the account and the account’s investment guidelines. NAM-Singapore may use derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks. Derivatives are subject to a number of risks described elsewhere in this section, including market risk, leverage risk, credit risk, counterparty risk, and/or liquidity risk.

Clients should understand that due to the volatile nature and risks involved when investing in these types of securities, the actual return and value of a client’s account may fluctuate and at any point in time be worth more or less than the amount originally invested.

Futures Contracts and Options on Futures Contracts We may purchase and sell futures and options on futures contracts for certain investment strategies. Futures contracts are traded on a futures exchange and call for the future delivery of a specified “commodity” at a specified time and place. Futures prices are highly volatile. The profitability of purchases and sales of futures contracts by a client depends on our ability to analyze price movements in those markets. Because low margin deposits are normally required, an extremely high degree of leverage is obtainable in futures and options trading. A relatively small price movement in a futures contract, consequently, may result in large losses. Thus, like other highly leveraged investments, any purchase or sale of a futures contract may result in losses which exceed the amount invested.

Leverage Risk If an account utilizes leverage, the account will be subject to heightened risk. Leverage may take the form of borrowing funds, trading on margin, derivative instruments that are inherently leveraged, and investment transactions that give rise to leveraging such as the use of when-issued, forward settlement or delayed delivery transactions. Leveraging may cause an account to set aside or liquidate portfolio assets to satisfy its obligations. Further, leveraging may cause an account to be more volatile than if the account had not been leveraged. This is because leveraging tends to exaggerate the effect of any increase or decrease in the value of an account’s portfolio securities and may lead to a loss in the account in excess of the capital commitment. Restricted Securities Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the “1933 Act”) or an exemption from registration. This generally includes securities that are unregistered that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act or securities that are exempt from registration under the 1933 Act, such as commercial paper. Institutional markets for restricted securities have developed as a result of the promulgation of Rule 144A under the 1933 Act, which provides a “safe harbor” from 1933 Act registration requirements for qualifying sales to institutional investors. When Rule 144A restricted securities present an attractive investment opportunity and meet other selection criteria, NAM-Singapore may make such investments whether or not such securities are “illiquid” depending on the market that exists for the particular security. Short Sale Risk NAM-Singapore may engage in short selling for certain accounts. A short sale involves the sale by an account of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. An account may also enter into a short position through a swap agreement or other derivative instrument. If the price of the security or derivative has increased during this time, then the account will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the account. please register to get more info

A. Criminal or Civil Proceedings None B. Administrative Proceedings Before Regulatory Authorities None C. Self-Regulatory Organization (SRO) Proceedings None please register to get more info

A. Broker-Dealer Registration

NAM-Singapore is not registered and does not have an application pending as a securities broker-dealer.
B. Futures Commission Merchant, Commodity Pool Operator (“CPO”), or Commodity Trading Advisor
(“CTA”) Registration Status

NAM-Singapore is not registered and does not have an application pending as a futures commission merchant, commodity pool operator or commodity trading advisor.

C. Material Relationships or Arrangements With Our Investment Adviser Affiliates

As discussed above, we manage assets for North American clients through sub-advisory arrangements that we have with NAM-USA and NCRAM, our U.S. domiciled investment advisory affiliates. In certain circumstances, the execution of portfolio transactions for client accounts we sub-advise may be made by affiliated sub-advisers.

We may also provide investment services to clients outside of North America through arrangements that we have with NAM-Tokyo and our other investment advisory affiliates, which include Nomura Asset Management U.K. Limited, Nomura Asset Management Hong Kong Limited, Nomura Asset Management Europe KVG mbH, Nomura Asset Management Malaysia Sdn. Bhd. and Nomura Islamic Asset Management Sdn. Bhd. (“Affiliated Advisers”). Some of our personnel may serve on the boards of directors of our Affiliated Advisers. Our investment personnel also have access to the investment research produced by each of our Affiliated Advisers.

Although NAM-Singapore does not expect such conflict to arise, in certain circumstances the investment activities of the Affiliated Advisers could adversely affect the prices and/or availability of securities or instruments held by or potentially considered for one or more of the North American clients sub-advised by NAM-Singapore. NAM-Singapore has adopted policies designed to ensure that no client is treated unfairly, over time, in relation to any other client in the allocation of securities or investment opportunities.

Our Investment Company Affiliates We serve as a sub-adviser to a U.S. registered open- end fund managed. Affiliated Custodians We have relationships with two affiliated custodians: (1) Nomura Trust & Banking Co., Ltd. (“NTB”) acts as custodian and trustee for many of the Japanese investment trusts that we manage; and (2) Nomura Bank (Luxembourg) S.A. (“NBL”) acts a custodian for several offshore funds that we manage or serve as sub-adviser. NBL may also provide administrative services to these funds. NTB and NBL also act, at times, as the counterparty for foreign exchange transactions that we execute. Please note that NTB and NBL do not serve as custodians nor provide any other services to the North American client accounts that we manage. Our Management Personnel

Certain of our management persons may also hold positions with NAM-Tokyo or other advisory affiliates. In these positions, those management persons may have some responsibility with respect to the business of these affiliates and the compensation of these management persons may be based, in part, upon the profitability of other parts of NHI.

Consequently, in carrying out their roles at NAM-Singapore and these other entities, the management persons of NAM-Singapore may be subject to the same or similar potential conflicts of interest that exist between NAM- Singapore and these Affiliated Advisors.

In addition to trade allocation procedures, NAM-Singapore has established a variety of restrictions, policies and procedures designed to address these potential conflicts, such as information barrier procedures and restrictions on personal trading.

Other Affiliated Arrangements

NAM-Singapore receives certain services from affiliates, which may include, auditing, electronic data processing and maintenance of a global order management system. In addition, Nomura may have ownership interests in trading venues and exchanges which may provide financial incentives to recommend brokers to clients who use these venues or exchanges for the execution of client trades. D. Material Conflicts of Interest Relating to Other Investment Advisers See Item 10.C above for a discussion of relationships that NAM-Singapore has with other affiliated investment advisers. NAM-Singapore does not recommend or select non-affiliated investment advisers for its North American clients. please register to get more info

AND PERSONAL TRADING
A. Code of Ethics

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

Standards of Conduct

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


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

All of our employees must acknowledge the terms of the Code upon joining NAM-Singapore or as the Code is amended. Clients, or prospective clients, may, upon request, receive a copy of our Code by contacting their client service representative or by calling the NAM-USA Compliance Department at (212) 667-1414 or via postal request addressed to: Attention: Chief Compliance Officer Nomura Asset Management U.S.A. Inc. World Wide Plaza, 309 West 49th Street New York, New York 10019 B. Securities that NAM-Singapore or a Related Person Has a Material Financial Interest Proprietary and Personal Trading

NAM-Singapore anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, we will cause accounts over which we have management authority to effect, and will recommend to investment advisory clients, the purchase or sale of securities in which NAM-Singapore, its affiliates and/or other clients, directly or indirectly, have a position of interest.

NAM-Singapore’s employees are required to follow NAM-Singapore’s Code. Subject to satisfying this policy and applicable laws, officers, affiliated directors and employees of NAM-Singapore (“NAM-Singapore personnel”) may trade for their own accounts in securities, including fund vehicles, which are recommended to and/or purchased for NAM-Singapore’s clients.

The Code is designed to assure that the personal securities transactions, activities and interests of NAM- Singapore personnel will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing NAM-Singapore personnel to invest for their own accounts.

The Code requires pre-clearance of many transactions, and for certain NAM-Singapore personnel, restricts trading in close proximity to client trading activity. In addition, holding period requirements apply to certain types of investments. Restrictions also exist on the ability of NAM-Singapore personnel to acquire securities in an initial public offering and to participate in private placements. Nonetheless, because the Code in some circumstances would permit NAM-Singapore personnel to invest in the same securities as clients, there is a possibility that such personnel might benefit from certain client market activity.

Personal trading is continually monitored under the Code, and procedures are in place to reasonably prevent conflicts of interest between NAM-Singapore and its clients. For example, to assist NAM-Singapore in ensuring NAM-Singapore personnel comply with its personal trading policies and restrictions, NAM- Singapore personnel are required to report personal securities transactions on a quarterly basis and provide NAM-Singapore with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) in which they have a direct or indirect beneficial interest.

NAM-Singapore manages pooled investment vehicles in which its employees and/or affiliates may invest. NAM- Singapore, its affiliates and its employees will benefit from the investment performance of these pooled investment vehicles (“affiliated accounts”). These affiliated accounts will often invest in the same securities, at or around the same time, as other client accounts. To address this conflict, we have implemented trade allocation and aggregation procedures to ensure clients are treated fairly over time. Material, Non-Public Information and Insider Trading From time to time, NAM-Singapore personnel may come into possession of material, non-public information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, NAM-Singapore personnel are prohibited from improperly disclosing such information, or using such information, for their personal benefit or for the benefit of a client, which could limit the ability of clients to buy, sell or hold certain investments. NAM-Singapore shall have no obligation or responsibility to disclose such information, or use such information for the benefit of any person, including clients. NAM-Singapore has established “Information Barrier” procedures and other policies that prohibit the misuse of such information. Information barriers exist between different businesses within NHI. As a result of such information barriers, NAM-Singapore will generally not have access, or will have limited access, to information and personnel in other areas of NHI, and generally will not be able to manage the client accounts with the benefit of information held by these other areas. Nomura may make decisions or take (or refrain from taking) actions with respect to investments of the kind held by NAM-Singapore clients that may be adverse to NAM-Singapore clients. Information barriers may also exist between businesses within NAM- Singapore.

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

C. Conflicts of Interests in Trading and Management

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

Affiliated Accounts NAM-Singapore employees and affiliates may invest in certain fund vehicles that are offered to clients. NAM– Singapore, its affiliates and its employees will benefit from the investment performance of these accounts and funds (“affiliated accounts”).

Incentives to Favor Certain Accounts As discussed in Item 6 above, the management of accounts with different management fee rates and/or fee structures, including accounts with performance fees, may raise potential conflicts of interest by creating an incentive to favor higher-fee or performance fee accounts. In addition, we have an incentive to favor the affiliated accounts we manage. NAM-Singapore attempts to address these potential conflicts of interest through various compliance policies generally intended to treat all clients fairly and equitably over time. Allocation of Investment Opportunities Other potential conflicts of interest may arise in purchasing and selling securities for multiple client accounts. NAM-Singapore will use its best judgment to act in a manner it considers fair and reasonable in allocating investment opportunities among its clients (whether North American clients or other clients), particularly when there is limited availability of an investment. In buying or selling the same securities for multiple client accounts contemporaneously, trade aggregation may create the potential for unfairness to client accounts if one account is favored over one another, particularly where there is a limited availability or limited liquidity for an investment. Please see the discussion in Item 12 on “Trade Allocation and Aggregation Practices.” Because client accounts have different mandates or investment restrictions, NAM-Singapore may make different investment decisions for different accounts. As a result, we may buy or sell a security for some accounts even though it could have been bought or sold for other accounts. In addition we may purchase a security for one or more clients while selling and/or taking a short position in the same security for other clients. Such trading activity may disadvantage some clients, while benefitting others, including affiliated accounts.

NAM-Singapore has implemented trade oversight and review procedures to avoid systematically advantaging certain clients over others. For example, trade allocations are sampled on a regular basis as part of our trade oversight procedures.

Participation or Interests in Client Transactions

Nomura is a global, full-service financial service firm. As such, Nomura provides a broad range of services to a diversified client base and is a major participant in global financial markets. Nomura has direct and indirect interests in equities and other markets, including possibly in securities and issuers in which NAM- Singapore client accounts may invest. As a result, Nomura’s activities and dealings may affect NAM- Singapore client accounts in ways that may disadvantage or restrict those client accounts and/or benefit Nomura. The following describes some of the existing and potential conflicts of interest.

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

Cross Transactions It is generally our policy not to engage in buying or selling of securities from one client account to another (typically referred to as a “cross trade”). Principal Transactions and Agency Cross Transactions It is our policy not to engage in principal transactions or agency cross transactions for North American clients, however we may engage in principal transactions and agency cross transactions for our non-North American clients. Principal transactions occur where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. An agency cross transaction occurs if an affiliate acts as broker for, and receives a commission from, a client account on one side of the transaction and a brokerage account on the other side of the transaction in connection with the purchase or sale of securities by the client account. Other Conflicts of Interests Related to Nomura’s Activities Nomura’s global financial activities may have potential adverse effects on NAM-Singapore’s client accounts. For example, Nomura and its personnel may have interests in and/or advise accounts and funds that have investment objectives or portfolios similar to or opposed to those of a NAM-Singapore client account and which engage in and compete for transactions in the same types of securities or instruments as those in which the client account invests. These interests may involve the same or differing investment strategies, which could have a negative impact on a client account. A client account and Nomura may also vote differently on or take different actions on proxies or corporate actions, which may disadvantage the client account.

NAM-Singapore might not engage in transactions for a client account in consideration of Nomura’s activities outside the client account. For example, NAM-Singapore may determine to restrict or limit the amount of a client account’s investment where exceeding a certain aggregate amount could require a filing, a license or other regulatory or corporate consent, which could, among other things, result in additional costs and disclosure obligation for Nomura, including NAM-Singapore. We may also limit our activities, transactions and our exercise of rights on behalf of clients where Nomura is providing, or may provide, advice or services to the issuer, or is providing or may provide advice or services to another client that is or may be engaged in a transaction related to such issuer. Gifts and Entertainment Employees of the firm may receive customary gifts and/or entertainment from service providers of the firm and from counterparties that are selected to execute transactions on behalf of client accounts. The firm has controls in place to monitor gifts and entertainment activity for conflicts of interest and violations of law. Political Contributions NAM-Singapore has a strict policy against making political contributions for the purpose of obtaining or retaining business with U.S. government entities. To help ensure compliance with SEC rules and state and local pay-to-play rules, all employees are required to follow the firm’s policy and procedures. please register to get more info

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

Broker-Dealer Selection

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


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

For this purpose, NAM-Singapore Broker Evaluation Committee (the “Committee”) maintains a voting process in which certain NAM-Singapore personnel provide ratings of broker-dealer services. The result of voting is reported to the NAM-Tokyo Broker Evaluation Committee. NAM-Singapore may execute transactions through affiliated broker-dealers to the extent consistent with applicable law, client instruction and its duty to seek best execution. NAM-Singapore’s traders may only place orders with broker-dealers that are on its Approved Broker-Dealer List as provided and maintained by the Committee. Our traders are responsible for continually monitoring and evaluating the performance and execution capabilities of broker-dealers that transact orders for our client accounts to ensure consistent quality executions. Research and Soft Dollar Benefits In a bid to align itself with the latest MIFID II regulations, research services received from the broker-dealer by NAM-Singapore (except for some exceptions in certain countries) will no longer be bundled together with the execution service as NAM-Singapore has entered into separate agreements with the broker-dealers to pay for their research services rendered with effect from January 2018. However, this does not affect NAM-Singapore’s internal procedure for allocating transactions as any allocation done is in a manner consistent with NAM- Singapore’s pre-set procedures.

Brokerage for Client Referrals

We do not consider referrals when we select broker dealers. Client Directed Brokerage We do permit clients to direct us to execute transactions through specified broker-dealers. Clients who direct us to use particular broker-dealers should be aware that we may be unable to negotiate commissions, block or batch client orders or otherwise achieve the benefits described above, including best execution, if you limit our brokerage discretion. Directed brokerage commission rates may be higher than the rates we might pay for transactions in non-directed accounts. Also, clients that restrict our brokerage discretion may be disadvantaged in obtaining allocations of new issues of securities that we purchase or recommend for purchase in other clients’ accounts. As a general rule, we encourage each client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker to the client. B. Trade Allocation and Aggregation Practices When we trade the same security in more than one client account, we generally attempt to batch or “bunch” the trades in order to create a “block transaction.” Generally, buying and selling in blocks helps create trading efficiencies, prompt attention and desired price execution. We will determine in advance a trade’s proposed allocation among our clients. When we fill a block order in its entirety, each participating client account generally will receive the average share price for all such purchase or sales executed during the trading day. When we partially fill a block order, we will generally allocate pro rata on the basis of the client’s participation in the transaction. Each client account generally will receive the average price obtained on all such purchases or sales made during such trading day. Orders may be aggregated when permitted in accordance with applicable law.

In certain cases, we may determine that pro rata allocation is not appropriate and will base the allocation upon relevant factors such as investment needs, portfolio styles, and existing holdings of clients. NAM- Singapore may decide not to aggregate trades with the same broker-dealer if we feel that the decision is in the best interests of our clients. In addition, we may or may not purchase or sell the same security for each client that could transact in the security under the account’s investment objectives, depending on various factors, including the size of the accounts, cash availability in each account and each account’s investment restrictions and investment strategies. The securities acquired through an initial public offering (“IPO”) will generally be allocated to participating clients in accordance with the processes described in the preceding paragraphs.

Instructions received by our trading department will generally be executed on a “first in first out” basis, unless the intended transaction fails pre-trading checks such as cash availability, stock availability or client restrictions. Orders may also be delayed where similar orders for the purchase or sale of the same security are expected and it is felt that aggregating the orders may be more efficient.

Note that time zone differences, separate trading desks or portfolio management processes in a global organization, among other factors, may result in separate, non-aggregated executions, with trades in the same stock being entered for client accounts managed in one region before trades in the same instruments for client accounts managed in other regions. Although allocating orders among clients may create potential conflicts of interests because we may receive greater fees or compensation from some client accounts than other clients, or because we may be affiliated or have other relationships with certain clients, we will not make allocation decisions based on such interests, greater fees or compensation. Trade allocations are sampled on a regular basis as part of the Compliance Department’s trade oversight and review procedures in an attempt to ensure fairness over time. please register to get more info

Each individual advisory account is reviewed on a regular basis by our portfolio team primarily responsible for the day-to-day management of the account. The number of reviewers varies depending on the number of members in the team. A monthly Performance Review meeting is attended by the management, Chief Investment Officer, all Portfolio Managers including research analysts, and compliance to review the portfolios it manages. Our Compliance Department reviews daily client trading activity and performs a daily automated check of select investment guidelines. Exceptions are identified and investigated. Depending on the nature of the client’s portfolio, the Compliance Department also performs a detailed review on a monthly or quarterly basis to ensure compliance with investment guidelines and limitations. NAM-USA furnishes monthly accounting reports to our North American Institutional clients detailing, among other things: portfolio positions, security cost basis and market value, and cash and security transaction activity. In addition, we provide clients with a summary performance analysis report, which contains a portfolio analysis and the portfolio’s current and historical performance. These reports are provided monthly and/or quarterly. In general, meetings with clients are held semi-annually or less frequently, according to the stated desires of each client. All reports are in addition to custodial statements and transaction confirmations received from the client’s custodian. please register to get more info

A. Economic Benefits for Providing Services to Clients

Neither NAM-Singapore nor any of our employees receives any economic benefit, sales awards or other prizes from any outside parties for providing investment advice to our clients. B. Compensation to Financial Intermediaries, Consultants and Other Third Parties From time to time, we pay industry consultants for consulting and/or educational services. Our employees also periodically participate in and/or attend conferences sponsored by industry consultants. For some engagements, NAM-Singapore and/or its affiliates may pay compensation to the consultant. These industry consultants may at times evaluate and/or recommend NAM-Singapore to their other clients. In the event that we obtain a client through a consultant to which we have provided compensation for such services or conferences, or for which our employee has participated in such conferences, we will disclose the relationship to the client upon request. please register to get more info

NAM-Singapore does not have custody of its U.S. client assets. please register to get more info

We usually receive discretionary authority from our clients to select the identity and amount of securities to be bought or sold, although we do have non-discretionary authority for certain client accounts.

Prior to assuming discretionary or non-discretionary authority, North American clients are provided an investment advisory agreement and a copy of our current Form ADV Part 2A and Part 2B. By signing the agreement, clients grant NAM-Singapore discretionary or non-discretionary investment authority over their accounts. When selecting securities and determining amounts, we observe the investment objectives, policies, limitations and restrictions of our clients. For registered investment companies, our authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Investment guidelines and restrictions must be provided to us in writing. please register to get more info

A. Policies and Procedures Relating to Voting Client Securities

General

NAM-Singapore and its Affiliated Advisers have adopted a Nomura Asset Management Group (Proxy Voting Policy (the “Proxy Policy”) which contains a set of voting guidelines (the “Guidelines”). The Proxy Policy requires that client proxies be voted solely in the client’s long-term interests. When we are authorized to vote proxies for securities held in client accounts, we do not assume the role of an active shareholder.

Nevertheless, our goal and intent is to vote all proxies in our clients’ best interests. To avoid conflicts, NAM- Singapore will vote proxies in accordance with the Guidelines or vote in accordance with recommendations from a third party service provider. The firm utilizes Institutional Shareholder Services Inc. (“ISS”), to assist in proxy voting activities. ISS also prepares a written analysis and recommendations for each proxy vote that reflects the Guidelines for a particular proxy issue.

Note that we may vote in a manner that could diminish the value of clients’ positions in the short-term if we believe it will increase this value in the long-term and we expect to hold those securities for the long-term.

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

We invest significantly in foreign markets. Note that protection for clients may vary significantly from jurisdiction to jurisdiction, and in some cases may be substantially less than in the U.S. or developed countries. Proxy voting in certain countries requires “share blocking.” That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one week) with a designated depository. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients’ custodian banks. We may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. In such cases, we may not vote the affected shares. We may also not vote proxies for securities for other reasons, such as the administrative burden of retrieving securities that are on loan. Some of our institutional clients may choose to vote their own proxies. If clients do not grant us proxy voting authority, then they may receive proxies and other solicitations directly from their custodians or a transfer agent. Client Directed Votes Clients who have delegated proxy voting responsibilities to NAM-Singapore may direct us as how to vote certain proxies on behalf of their accounts by contacting their client service representative.

Client Voting Records and Proxy Policy

Clients can request information about how NAM-Singapore voted any proxy in their accounts, or can obtain a copy of our Proxy Policy by contacting the Compliance Department of NAM-USA, Telephone: (212) 667 – 1414, or by writing to Attn: Chief Compliance Officer, Nomura Asset Management U.S.A. Inc. Worldwide Plaza, 309 West 49th Street New York, New York 10019. Class Action Settlements From time to time, we may receive notices regarding class action lawsuits involving investments that are or were held a client’s portfolio. As a matter of policy, the client, not NAM-Singapore, retains the authority to file claims related to class action settlements with respect to investments held in a client’s portfolio. We specifically disclaim any legal responsibility to act in class actions for our clients, including separately managed accounts and discontinued or liquidated accounts. please register to get more info

We are required in this Item to provide certain financial information or disclosures about our financial condition. We have no financial condition that impairs our ability to meet contractual and fiduciary commitments to clients and have not been the subject of a bankruptcy proceeding.

A. Balance Sheet

NAM-Singapore does not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients NAM-Singapore is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. C. Bankruptcy Filings NAM-Singapore has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info