AXA IM is a wholly owned, indirect subsidiary of AXA Group, the diversified, global financial services company. Our chain of ownership to our ultimate parent holding company, AXA SA, is as follows:  AXA SA directly and indirectly owns substantially all of AXA Investment Managers SA’s equity ownership interests  AXA Investment Managers SA indirectly owns 100% of AXA IM AXA IM is a Delaware corporation registered with the Securities and Exchange Commission and an indirect subsidiary of AXA Group, a Société Anonyme organized under the laws of France (“AXA Group”). AXA IM’s investment management business originated in 2001 when the high yield bond group of Cardinal Capital Management, based in Greenwich, CT, joined AXA IM. We offer discretionary portfolio management services under the following investment strategies: (i) core and dynamic high yield, (ii) short duration high yield, (iii) U.S. corporate investment grade (iv) structured finance and structured products (which are strategies in respect of which AXA IM relies on the resources and capabilities, including certain personnel, of AXA Investment Managers Paris to supply services pursuant to a PAA as defined and described in Item 10 below), (v) long-short credit, (vi) long-short equity strategies, which is a strategy in respect of which AXA IM relies on the resources and capabilities, including certain personnel, of AXA Investment Managers UK and AXA Investment Managers Paris to supply services pursuant to a PAA, and (vii) sub-advisory services to US based mutual funds. In addition to the above referenced strategies, in the future, AXA IM may provide portfolio management services utilizing additional investment strategies provided by certain AXA IM foreign affiliates pursuant to PAAs with such AXA IM foreign affiliates. See Item 10. In addition, we manage multiple high yield and U.S. corporate investment grade strategies against several applicable benchmarks, which can be both industry standard benchmarks and/or customized benchmarks as agreed with clients. In addition to any investment guidelines that are applicable on a client by client basis, AXA IM’s portfolio management services across all of its clients are subject to select investment guidelines of AXA IM Group, as applicable. We manage and/or sub-advise separate accounts for international and domestic institutional clients. Our separately managed account clients are permitted to impose restrictions or limitations on how we manage their accounts according to our investment strategies. These restrictions or limitations generally appear either in the client’s investment management agreement or in the investment guidelines adopted for the account. We also manage negative basis portfolios for insurance company affiliates within AXA Group. In addition, we are the investment manager for the St. Bernard Opportunity Fund I, Ltd. (the “St. Bernard Fund”), an offshore private investment fund domiciled in the Cayman Islands. The St. Bernard Fund pursues a long-short credit strategy with a focus on “credit-sensitive” U.S. residential mortgage-backed securities (“RMBS”), asset-backed securities (“ABS”), Collateralized Loan Obligations (“CLO”) and derivatives thereon. In addition, we are the investment manager for the AXA IM U.S. High Yield Fund, LLC (the “U.S. High Yield Fund”), an on-shore private investment fund domiciled in Delaware. The U.S. High Yield Fund pursues a core high yield strategy. The U.S. High Yield Fund seeks to achieve its investment objective through investing primarily in a diversified portfolio of U.S. dollar- denominated high yield corporate debt securities in order to seek high income and total return and outperform the BofA Merrill Lynch U.S. High Yield Master II Index over a full market cycle. In addition, we are the investment manager for the AXA IM U.S. Short Duration High Yield Fund, LLC (the “U.S. SDHY Fund”), an on-shore private investment fund domiciled in Delaware. The U.S. SDHY Fund pursues a short-duration, sub-investment grade high yield strategy. The U.S. SDHY Fund seeks to achieve its investment objective through investing primarily in a diversified portfolio of U.S. dollar-denominated high yield fixed income transferable debt securities issued by public or private companies in order to seek income and long-term total return. We also serve as the managing member of the AXA IM Global Emerging Markets Small Cap Fund, LLC, an onshore private investment fund domiciled in Delaware (the “Global Emerging Markets Small Cap Fund”). AXA IM retains certain powers and responsibilities as managing member of the Global Emerging Markets Small Cap Fund, such as general administrative and support services and sales and distribution services. However, the Global Emerging Markets Small Cap Fund has delegated all investment management authority and responsibility to an affiliate of AXA IM, AXA Rosenberg Investment Management LLC (“AXA Rosenberg”), and, as such, the Global Emerging Markets Small Cap Fund is not an advisory client of AXA IM. In addition to its responsibility for the investment activities of the Global Emerging Markets Small Cap Fund, AXA Rosenberg is also responsible for certain reporting, filing and regulatory disclosure obligations (e.g., Form ADV, Form PF and client notice requirements), for which AXA IM provides general assistance from time to time. As compensation for services to the Global Emerging Markets Small Cap Fund, a management fee is charged to the Global Emerging Markets Small Cap Fund equal to a percentage of assets under management, which is shared with AXA Rosenberg for the services noted herein to the Global Emerging Markets Small Cap Fund. As referenced above, as of the date on this brochure we also serve as a sub-adviser to five U.S. investment companies registered under the Investment Company Act of 1940, as amended (the “U.S. Investment Companies”) that are managed by AXA Equitable Funds Management Group, LLC, a domestic affiliate of AXA IM or Wilmington Funds Management Corporation. The portion of the U.S. Investment Companies we manage pursues high yield and equity investment strategies either through direct sub-advisory relationship or through the aforementioned PAAs. In addition, we serve as investment adviser to several of our non-U.S. affiliated investment advisers (the “Affiliated Adviser Clients”) that provide investment advice to various institutional (i) non-U.S. investment companies marketed to non-U.S. retail and institutional investors (and which are not marketed to, nor available for investment by, U.S. investors), (ii) offshore private investment vehicle accounts, and (iii) other non-U.S. accounts (collectively, the “Underlying Portfolios”). We pursue the following investment strategies for the Affiliated Adviser Clients on behalf of the Underlying Portfolios: (i) core high yield, (ii) short duration high yield, (iii) structured finance, private debt and whole loan markets, (iv) various equity strategies, and (v) U.S. corporate investment grade. For more information concerning the Affiliated Adviser Clients, see Item 5 and Item 10 below. We pursue a structured finance strategy focused on foreign and domestic private debt, whole loans, and collateralized loan obligations on behalf of (i) thirteen CLOs and (ii) certain Affiliated Adviser Clients that manage certain offshore private investment vehicles. AXA IM also trades and/or oversees certain swaps, futures and derivatives under the jurisdiction of the Commodity Futures Trading Commission. AXA IM relies on an annually filed exemptions from commodity pool operator and commodity trading advisor registration in respect of such trading. In 2018, we established a branch office in Key West, Florida which provides non-discretionary advisory services to one of our affiliates, AXA Investment Management UK Ltd., for the Global Talents strategy that it offers to its non-U.S. clients and investors through various legal and / or account structures. The aforementioned non-discretionary advice we provide is in addition to the discretionary client relationship we have with the single AXA IM client account that is managed according to the Global Talents strategy pursuant to a PAA as described in Items 6, 8 and 10 below. For information about our Global Talents strategy see Item 8 below. In addition, in accordance with applicable law and/or regulations, our Florida branch office may provide advisory support services to the sales teams that are permitted to engage in promoting and soliciting the Global Talents strategy. The office currently has one employee dedicated to providing such services to a single Affiliated Adviser Client, and we maintain specific books and records related to such services at this location. In addition to the foregoing activities, AXA IM also provides support services to other AXA IM regional affiliates in the Americas. Some of the support services that AXA IM provides to such AXA IM affiliates includes 1) compliance support; 2) sales and distribution support; 3) finance support including tax, accounting and CFO assistance; 4) client services; 5) legal support; and 6) select operational, audit and organizational support (“Support Services”). AXA IM may be reimbursed for a portion of these services either under the Master Fee Services Agreement or the Expense Allocation Recharges Procedure described in Item 5 below. As of December 31, 2018, our regulatory assets under management calculated on a gross basis and managed on a discretionary basis were $65,438,500,132. AXA IM does manage or advise $811,260,744 of either separately managed account assets or Affiliated Adviser Clients assets on a non-discretionary basis. please register to get more info

Terms used but not defined in this Item 5 have the meanings given to them in the offering documents of the referenced fund or investment vehicle, copies of which are available to investors in such fund or vehicle upon request. Fee Schedule for the St. Bernard Fund: The St. Bernard Fund has the following compensation structure: The annual management fee charged to investors is 2.0% (50 basis points per quarter) of the net asset value of each share series (before deduction of the Management Fee and before deduction of any accrued Incentive Fee), except that no management fee is charged in respect of assets invested in Manager Investments (as defined below) that exceed 20% of the St. Bernard Fund’s gross asset value. Manager Investments include securities issued by investment vehicles the investment portfolios of which are managed by AXA IM or certain affiliates of AXA IM, and for which AXA IM or its affiliates receive separate compensation. The incentive fee charged to investors is:  50% of the amount of any net realized and unrealized appreciation in the net asset value of each share series over a specified calculation period that is in excess of LIBOR but less than or equal to 166.67% of LIBOR.

 20% of the amount of any net realized and unrealized appreciation in the net asset value of each share series over a specified calculation period that is in excess of 166.67% of LIBOR. Notwithstanding the foregoing, no incentive fee will be payable to AXA IM unless the St. Bernard Fund has recouped any net losses allocated to such series of shares (as adjusted for subscriptions, redemptions and distributions) from the immediately preceding fiscal year. Investment management and incentive fees for the St. Bernard Fund generally are negotiable, depending on the size of the account and the nature of the contemplated investments. Therefore, management fees sometimes vary from the applicable fees in the schedule above due to the particular circumstances of an investor or as otherwise negotiated with a particular investor, which result in certain investors paying fees that are actually higher or lower than the fees represented in the schedule above. Management fees are payable quarterly, in arrears, within 30 days after the end of the quarter and any incentive fees shall be payable annually within 30 days following each specified calculation period as described in the St. Bernard Fund’s offering memorandum. Fees are invoiced separately by AXA IM and are paid through the St. Bernard Fund’s administrator and are therefore not deducted directly from the fund’s account. Fee Schedule for the U.S. High Yield Fund: The U.S. High Yield Fund has the following compensation structure: A monthly Management Fee, payable in arrears, with respect to each investor is assessed as compensation. The monthly Management Fee is allocated to, and charged against, such investor’s Capital Account, and is the amount equal to one-twelfth (1/12) of: (i) 0.55% of first $25 million of the Capital Account balance of each investor; (ii) 0.50% of the Capital Account balance of each investor in excess of $25 million up to and including $50 million; and (iii) 0.45% of the Capital Account balance of each investor in excess of $50 million up to and including $100 million

The Management Fee payable with respect to each investor whose total Capital Account balance is in excess of $100 million shall be negotiated on a case-by-case basis. There is no incentive or performance fee charged to investors. Fees are invoiced separately to the U.S. High Yield Fund’s administrator and are not deducted directly from the fund’s account. Fee Schedule for the U.S. SDHY Fund: The U.S. SDHY Fund has the following compensation structure: A monthly Management Fee, payable in arrears, with respect to each investor is assessed as compensation. The monthly Management Fee is allocated to, and charged against, such investor’s Capital Account, and is the amount equal to one-twelfth (1/12) of 0.45% of the Capital Account balance of each Member. Fee Schedule for Allegro CLO I, Ltd.: AXA IM, as the Collateral Manager, will be entitled on each CLO payment date to receive the Collateral Management Fee which will consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date. The Subordinated Collateral Management Fee is equal to 0.35% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Payment Date). The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are each payable quarterly in arrears. Fees are invoiced separately to the CLO’s trustee and are not deducted directly from the CLO’s account. The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are subject to the Priority of Payments and the limitations described under the Collateral Management Agreement and Indenture for the CLO. Fee Schedule for Allegro CLO II-S, Ltd.: AXA IM, as the Collateral Manager, will be entitled on each CLO payment date and on any consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.25% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to the applicable Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Fee are each payable quarterly in arrears. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are subject to the Priority of Payments and the limitations described under the Collateral Management Agreement and Indenture for the CLO. Fee Schedule for Allegro CLO III, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each Subordinated Notes Redemption Date to receive the Collateral Management Fee which will consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. The Senior Collateral Management Fee is equal to 0.15% per annum (calculated on the basis of a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to the applicable Payment Date or Subordinated Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.285% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Fee Schedule for Allegro CLO IV, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. The Senior Collateral Management Fee is equal to 0.15% per annum (calculated on the basis of a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to the applicable Payment Date or Subordinated Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.15% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Payment Date or Subordinated Notes Redemption Date). The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are each payable quarterly in arrears. Fees are calculated and disbursed by the CLO’s Fee Schedule for Allegro CLO V, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.225% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Payment Date or Subordinated Notes Redemption Date). The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are each payable quarterly in arrears. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are subject to the Priority of Payments and the limitations described under the Collateral Management Agreement and Indenture for the CLO. Fee Schedule for Allegro CLO VI, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each Subordinated Notes Redemption Date to receive the Collateral Management Fee which will consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. The Senior Collateral Management Fee is equal to 0.15% per annum (calculated on the basis of a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.225% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Fee Schedule for Allegro CLO VII, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each Subordinated Notes Redemption Date to receive the Collateral Management Fee which will consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee, the Additional Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. The Senior Collateral Management Fee is equal to 0.15% per annum (calculated on the basis of a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to the applicable Payment Date or Subordinated Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.14% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Additional Subordinated Collateral Management Fee is equal to 0.04% per annum (calculated on the basis of a 360-day year consisting of twelve 30- day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date; provided any portion of the Additional Subordinated Collateral Management Fee that is unpaid on any Payment Date due to the failure to satisfy the Cash Hurdle Condition shall not be due or payable on such Payment Date, but shall be deferred until the next Payment Date, provided that amount of Additional Subordinated Collateral Management Fee that is deferred and unpaid due to the failure to satisfy the Cash Hurdle Condition may not exceed an amount equal to four quarters of Additional Subordinated Collateral Management Fee (calculated on the basis of the Fee Basis Amount applicable to each Payment Date in such quarters) and any amount in excess thereof shall not be payable on any Payment Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such The Senior Collateral Management Fee, the Subordinated Collateral Management Fee, the Additional Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are subject to the Priority of Payments and the limitations described under the Collateral Management Agreement and Indenture for the CLO. Fee Schedule for Allegro CLO VIII, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each Subordinated Notes Redemption Date to receive the Collateral Management Fee which will consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. The Senior Collateral Management Fee is equal to 0.125% per annum (calculated on the basis of a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to the applicable Payment Date or Subordinated Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.25% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Fee Schedule for Allegro CLO IX, Ltd.: AXA IM, as the Collateral Manager will be entitled on each CLO payment date and each consist of the Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee. a 360- day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of Notes Redemption Date. The Subordinated Collateral Management Fee is equal to 0.25% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date or Subordinated Notes Redemption Date. The Incentive Collateral Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after the Payment Date or Subordinated Notes Redemption Date on which the Subordinated Notes issued on the Closing Date have realized an Internal Rate of Return of at least 12.0% (calculated from the Closing Date to and including such Payment Date or Subordinated Notes Redemption Date). The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are each payable quarterly in arrears. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Collateral Management Fee, the Subordinated Collateral Management Fee and the Incentive Collateral Management Fee are subject to the Priority of Payments and the limitations described under the Collateral Management Agreement and Indenture for the CLO. Fee Schedule for Adagio CLO IV, Ltd.: As compensation for the performance of its investment management services under the Investment Management and Collateral Administration Agreement, AXA IM, as the Investment Manager, will receive from the Issuer, in arrears on each Payment Date, the Senior Investment Investment Management Fee. The Senior Investment Management Fee is equal to 0.15% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Subordinated Investment Management Fee is equal to 0.35% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Incentive Investment Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after a Payment Date on which the Subordinated Notes Outstanding have received an internal rate of return of at least 12% on the Principal Amount Outstanding of the Subordinated Notes as of the first day of the Due Period preceding such Payment Date (after giving effect to all payments in respect of the Subordinated Notes to be made on such Payment Date). The Senior Investment Investment Management Fee are each payable quarterly in arrears unless a Frequency Switch Event has occurred in which case, those fees would be payable semi-annually. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee are subject to the Priority of Payments and the limitations described under the Investment Management Agreement and Indenture for the CLO. Fee Schedule for Adagio CLO V Designated Activity Company: As compensation for the performance of its investment management services under the Investment Management and Collateral Administration Agreement, AXA IM, as the Investment Manager, will receive from the Issuer, in arrears on each Payment Date, the Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee. The Senior Investment Management Fee is equal to 0.10% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Subordinated Investment Management Fee is equal to 0.35% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Incentive Investment Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after a Payment Date on which the Subordinated Notes Outstanding have received an internal rate of return of at least 12% on the Principal Amount Outstanding of the Subordinated Notes as of the first day of the Due Period preceding such Payment Date (after giving effect to all payments in respect of the Subordinated Notes to be made on such Payment Date). The Senior Investment Investment Management Fee are each payable quarterly in arrears unless a Frequency Switch Event has occurred in which case, those fees would be payable semi-annually. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee are subject to the Priority of Payments and the limitations described under the Investment Management Agreement and Indenture for the CLO. Fee Schedule for Adagio CLO VI, Ltd.: As compensation for the performance of its investment management services under the Investment Management and Collateral Administration Agreement, AXA IM, as the Investment Manager, will receive from the Issuer, in arrears on each Payment Date, the Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee. The Senior Investment Management Fee is equal to 0.10% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Subordinated Investment Management Fee is equal to 0.40% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Incentive Investment Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after a Payment Date on which the Subordinated Notes Outstanding have received an internal rate of return of at least 12% on the Principal Amount Outstanding of the Subordinated Notes as of the first day of the Due Period preceding such Payment Date (after giving effect to all payments in respect of the Subordinated Notes to be made on such Payment Date). The Senior Investment Investment Management Fee are each payable quarterly in arrears unless a Frequency Switch Event has occurred in which case, those fees would be payable semi-annually. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee are subject to the Priority of Payments and the limitations described under the Investment Management Agreement and Indenture for the CLO. Fee Schedule for Adagio CLO VII, Ltd.: As compensation for the performance of its investment management services under the Investment Management and Collateral Administration Agreement, AXA IM, as the Investment Manager, will receive from the Issuer, in arrears on each Payment Date, the Senior Investment Management Fee and the Incentive Investment Management Fee. The Senior Investment Management Fee is equal to 0.10% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed in such Due Period) of the Aggregate Collateral Balance at the beginning of the Due Period relating to such Payment Date. The Incentive Investment Management Fee is equal to 20.0% of the Interest Proceeds and Principal Proceeds available for distribution under the Priority of Payments on and after a Payment Date on which the Subordinated Notes Outstanding have received an internal rate of return of at least 12% on the Principal Amount Outstanding of the Subordinated Notes as of the first day of the Due Period preceding such Payment Date (after giving effect to all payments in respect of the Subordinated Notes to be made on such Payment Date). The Senior Investment Management Fee and the Incentive Investment Management Fee are each payable quarterly in arrears unless a Frequency Switch Event has occurred in which case, those fees would be payable semi-annually. Fees are calculated and disbursed by the CLO’s trustee in accordance with the Collateral Management Agreement and Indenture and are not deducted directly by the Collateral Manager from the CLO’s account. The Senior Investment Management Fee and the Incentive Investment Management Fee are subject to the Priority of Payments and the limitations described under the Investment Management Agreement and Indenture for the CLO. Fee Schedule for the U.S. Investment Companies: We provide portfolio management services in our capacity as sub-adviser to the U.S. Investment Companies. In accordance with our sub-advisory assignments, AXA IM receives negotiated management fees based on assets under management for each of the U.S. Investment Companies, which is calculated and accrued on a daily basis and paid monthly in arrears. For those sub-advisory assignments that involve other AXA affiliates, pursuant to a fee sharing agreement with such AXA affiliates that serve as manager of select U.S. Investment Companies, we receive negotiated management fees based on assets under management for each of the U.S. Investment Companies that is calculated and accrued on a daily basis and paid monthly in arrears. Fees are invoiced separately to the affiliated manager and are not deducted directly from the U.S. Investment Companies’ accounts. Pursuant to PAAs, AXA IM shares with such entities a portion of the of the fees it receives from such U.S. clients. See also “Fee and Expense Sharing between AXA Affiliates” at the end of this Item 5. Fee Schedule for the Affiliated Adviser Clients: We provide investment advisory services in our capacity as investment adviser to the Affiliated Adviser Clients on behalf of the Underlying Portfolios. The payment for our services from the Affiliated Adviser Clients is pursuant to annually reviewed fee-sharing schedules appended to master fee sharing agreements among AXA IM and each Affiliated Adviser Client. Fees are invoiced separately to the Affiliated Adviser Clients and are not deducted directly from an Underlying Portfolio’s account.

Fee Schedule for Remaining Client Accounts: Clients, other than those specified elsewhere in this Item 5, will be charged annual management fees based upon the investment strategy selected by the client. The current fee schedule for each strategy is set forth below. U.S. Core High Yield  48 basis points on assets up to and including $75 million  47 basis points on assets greater than $75 million up to and including $100 million  46 basis points on assets greater than $100 million up to and including $150 million  44 basis points on assets greater than $150 million up to and including $200 million  43 basis points on assets greater than $200 million U.S. Dynamic High Yield  60 basis points U.S. Short Duration High Yield  75 basis points on assets up to and including $50 million  45 basis points on assets greater than $50 million U.S. Corporate Investment Grade  26 basis points on assets up to and including $75 million  25.5 basis points on assets greater than $75 million up to and including $100 million  23.5 basis points on assets greater than $100 million up to and including $150 million  22 basis points on assets greater than $150 million up to and including $200 million  21 basis points on assets greater than $200 million

European Small Cap Equity  60 basis points on assets greater than $50 million up to and including $75 million  58.8 basis points on assets greater than $75 million up to and including $100 million  54 basis points on assets greater than $100 million up to and including $150 million  49.8 basis points on assets greater than $150 million up to and including $200 million  45 basis points on assets greater than $200 million

Global Talents Equity  60 basis points on assets greater than $50 million up to and including $75 million  58.8 basis points on assets greater than $75 million up to and including $100 million  54 basis points on assets greater than $100 million up to and including $150 million  50 basis points on assets greater than $150 million up to and including $200 million  45 basis points on assets greater than $200 million

Managed Volatility Asset Allocation Strategy  26 basis points on assets up to and including $50 million  24 basis points on assets greater than $50 million up to and including $150 million  22 basis points on assets greater than $150 million up to and including $300 million 20 basis points on assets greater than $300 million Clients that may request services for accounts that are less than the stated minimum asset levels, then the fee terms and any other financial impacts to such accounts shall be negotiated on a case-by-case basis. While the investment management fees generally are not negotiable for the above referenced strategies, AXA IM, in its sole discretion, is permitted to enter into advisory agreements with certain clients (including both affiliated and unaffiliated) that deviate from the above fee schedule depending on the size of the account and the nature of the contemplated investments. Therefore, management fees sometimes vary from the applicable fees in the schedule above due to the particular circumstances of an investor or as otherwise negotiated with a particular investor, which result in certain investors paying fees that are actually higher or lower than the fees represented in the schedule above. Except as otherwise noted, the management fees are payable quarterly, in arrears, based on the net asset value of the account as of the last day of the preceding quarter. For clients whose investments reside in managed accounts, we will utilize our own valuation of each portfolio for fee calculation purposes as outlined in detail in each client’s investment management agreement. Such values sometimes do not agree with valuations issued by a client’s custodian. Valuations generally will be the sum of the cash and net market value of the securities in the account. Fees are invoiced separately to managed account clients in the above four strategies and are not deducted directly from such client account. Additional Fees and Expenses: In addition to the foregoing fees, client accounts or Underlying Portfolios, pay, as applicable, custodian fees, account expenses and fund expenses. Fund expenses include, without limitation, organizational, operating and other expenses, including, as applicable, transaction, administrative, custody, legal (including blue sky compliance), tax preparation, investor reporting, valuation agent and appraisal fees and expenses, insurance, accounting and audit expenses, broker-dealers, custodians, administrators, and transfer agent expenses, as well as any other fees or expenses that are documented in the applicable offering materials and/or client investment management agreement(s) or, in our determination, are reasonably incurred in connection with the business or maintenance of the relevant fund. In addition, applicable fixed income account clients incur the cost of the bid-ask spread charged by broker-dealers on fixed income transactions. The “bid-ask spread” is the difference between the ask price and the bid price for a particular security. This is essentially the difference in price between the highest price that a buyer is willing to pay for a security and the lowest price at which a seller is willing to sell the security. Applicable equities account clients incur brokerage commissions and other transaction costs. Please see Item 12 below for more information regarding brokerage. Allocations of Shared Expenses Between Clients: Generally, client expenses are billed directly to the applicable client, however, if more than one client incurs a shared expense, AXA IM allocates such shared expense among the applicable clients (i) in proportion to the size of the investment made by each client to which the expense relates (as generally expenses, such as brokerage expenses, are automatically included) or (ii) in such other manner as AXA IM considers fair and reasonable. Marketing and Product Specialist Services of Employees: None of AXA IM’s employees receive compensation based upon sales of securities or other investment products and there is no commission based compensation program. Nevertheless, AXA IM has properly FINRA licensed employees who market the U.S. High Yield Fund, the U.S. SDHY Fund, the St. Bernard Fund and the Global Emerging Markets Small Cap Fund, along with managed account services and other related investment advisory services. In addition to the foregoing marketing activities, certain of these AXA IM employees also market the investment management services and products of AXA Rosenberg, as well as strategies that are primarily managed by affiliates that have a PAA (as defined below in Item 6) with AXA IM. AXA Rosenberg may reimburse AXA IM for the time and efforts spent by AXA IM employees marketing the AXA Rosenberg management services and products, and other affiliates that have a PAA with AXA IM may reimburse AXA IM for the time and efforts spent by AXA IM employees marketing strategies that are primarily managed by such affiliates. Such reimbursements will be based on either the Master Fee Services Agreement together with its solicitation sub-agreement between AXA IM and the applicable affiliates and/or the Expense Allocation Recharges Procedure described in this Item 5 below. However, such compensation is not tied to the amount of assets invested in any of the aforementioned investment products and / or services or any commission schedule. AXA IM has under its supervision properly licensed employees who build relationships with U.S. and non U.S. / foreign institutional distribution channels for the purposes of adding offshore funds and managed accounts that are offered by foreign based advisory affiliates of AXA IM to such institutions’ preferred manager lists. In addition, such employees market such offshore funds and managed accounts to non-US institutional and high net worth investors in accordance with the policies and procedures of not only AXA IM, but also the applicable policies, procedures, and regulations of both the Affiliated Adviser Clients and the domicile of such Affiliated Adviser Clients. Such employees’ compensation is not tied to the amount of assets invested in any of the aforementioned investment services. The applicable foreign based advisory affiliates reimburse AXA IM for any compensation paid by AXA IM to such employee that is attributable to such employee’s time and efforts spent conducting the foregoing activities based on either the Master Fee Services Agreement and/or the Expense Allocation Recharges Procedure described in this Item 5 below. Clients are not charged any additional fees due to the fees paid by AXA IM to employees as described in this section. Fee and Expense Sharing between AXA Affiliates Master Fee Services Agreement AXA IM and certain of its affiliates, including, without limitation, the UK Participating Affiliate, the Paris Participating Affiliate (as defined below) and AXA Rosenberg, are parties to a master fee service agreement that allocates fee revenue (as a percentage of the net fees generated by the applicable client account) among these various entities for various services rendered within AXA Group including: Portfolio Management, select Distribution/Marketing/Client Services and select Operations services provided by the various entities for such client account. AXA IM and AXA Rosenberg have also executed solicitation agreement that is a sub-agreement to the master fee service agreement whereby AXA Rosenberg pays AXA IM a fee in accordance with such master fee service agreement for time and efforts spent marketing the AXA Rosenberg management services and products, as well as providing operational, administrative and client servicing tasks on a per fund or account basis. Expense Allocation Recharges Procedure AXA IM and certain of its affiliates also allocate expenses (including the cost of certain employees) between the various entities according to metrics intended to reflect the respective proportion of services provided by each entity (or its employees or department(s)). The proportion of services provided by each entity (or its employees or department(s)) is measured by the percentage of time dedicated by a given employee, by the assets under management of the various entities or by the headcount of the various entities. please register to get more info

From time to time, AXA IM enters into arrangements with clients that provide for performance- based compensation based on, for example, a share of net realized gains and income in lieu of, or in addition to, our usual compensation. Such arrangements will be negotiated and will in all cases be in compliance with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As noted above in Item 5, AXA IM receives a performance-based fee for the portfolio management services it provides to (i) the St. Bernard Fund, (ii) the CLOs, (iii) a certain Affiliated Adviser Client with respect to a portion of select Underlying Portfolios, and (iv) a single Underlying Portfolio in the Investment Grade Bond strategy. Except as otherwise disclosed herein, AXA IM does not receive performance-based fees from the U.S. High Yield Fund, the U.S. SDHY Fund, the Global Emerging Markets Small Cap Fund or any other clients. One of AXA IM’s UK affiliates with which it has a PAA receives a performance-based fee for a single client account of AXA IM that is managed under the Global Talents strategy. Clients should be aware that a performance-based fee creates a conflict of interest for an adviser, as there is an incentive for the adviser to make investments that are riskier or more speculative than would be the case in the absence of a performance fee. An additional conflict of interest arises for AXA IM regarding clients that do not pay a performance-based fee and clients that do pay a performance-based fee, as well as between clients that pay different levels of asset or performance-based fees. For example, AXA IM has an incentive to favor those accounts for which we receive a performance-based fee because we will receive a higher fee if their performance exceeds the applicable benchmark. Similarly, AXA IM has an incentive to favor those accounts that pay a greater management fee or performance fees over those accounts that pay us a lesser management fee or performance fee because we will receive greater compensation by doing so. In addition, AXA IM has an incentive to favor those accounts where a performance-based fee is likely to be paid sooner. For example, if an account’s performance makes it unlikely that the account will pay performance-based compensation in the near future, we have an incentive to allocate desirable investment opportunities to accounts that are likely to pay performance-based compensation in the near future. To address these conflicts of interest, we seek to treat all clients in a fair and equitable manner at all times, without regard to the level of compensation we receive from such clients. To that end, we have established a variety of policies, procedures and other controls regarding allocation of investment opportunities that are designed to treat all clients fairly regardless of the level of compensation that we receive from such clients. Please see Item 12 below for more information about our allocation policies. To reduce the incentive to favor one account over another, aspects of our systematic processes are designed to mitigate conflicts. For example, all AXA IM employees receive a salary and are eligible to participate in AXA IM’s success through discretionary bonus awards that are tied to both individual and AXA IM’s overall performance against objectives. Compensation for employees are not directly derived from an individual client account’s performance or revenue. Side-by-side Management by Participating Affiliates: In addition to the foregoing conflicts of interest, our affiliates that assist in managing our client accounts through PAAs also manage other client accounts. Such other accounts sometimes pay higher amounts of fees and/or performance fees than the Participating Affiliates (as defined in please register to get more info

cases, the Participating Affiliates have an incentive to allocate desirable investment opportunities to accounts that pay such higher fees. AXA IM addresses this conflict of interest by reviewing the allocation policies of such Participating Affiliates to determine that they are designed to treat all of their clients fairly including the accounts they assist in managing under the PAAs. In addition, AXA IM receives periodic reports of any allocations that such Participating Affiliates make that are not consistent with applicable pro rata allocation policies and procedures. AXA IM follows-up with the Participating Affiliate to the extent it appears that there may have been anomalies in terms of such allocation procedures. Please see Items 10’s discussion of “AXA Group Investments” and Item 11’s discussion of “Participation or Interest in Client Transactions” for more information about certain conflicts of interest that arise from side-by-side management of accounts. Item 7: Types of Clients AXA IM provides investment advisory services to institutions (such as public pension plans, trusts and foreign corporations), CLOs, domestic private investment funds and a U.S. investment company registered under the Investment Company Act of 1940, as amended. We also manage negative basis portfolios and/or premium run-off portfolios for insurance companies and insurance company affiliates within AXA Group. In addition, we provide investment advisory services to the Underlying Portfolios managed by Affiliated Adviser Clients. See Items 4 and 5 above, and Item 10 below, for more information regarding the advisory services that we provide to our clients. We may require prospective clients, as well as our existing clients, to provide certain information and/or records necessary to meet any suitability or investor qualification standards, or customer identification requirements set forth by our program for anti-money laundering and combating terrorist financing. Conditions for Managing Separate Accounts: In most strategies, we require a minimum initial investment of $50 million to open an individually managed account. In our sole discretion when we deem appropriate, we are permitted to accept accounts of less than $50 million. Conditions for Subscription to the St. Bernard Fund, the U.S. High Yield Fund and the Global Emerging Markets Small Cap Fund: We generally require a minimum investment of $100,000 for the St. Bernard Fund, $5 million for the U.S. High Yield Fund and $1,000,000 for the Global Emerging Markets Small Cap Fund, but we reserve the right to waive this minimum requirement. In addition, we require that each investor in each of the St. Bernard Fund, the U.S. High Yield Fund or the Global Emerging Markets Small Cap Fund either be a non-United States Person as defined in the applicable offering memorandum or be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Terms used but not defined in this Item 8 have the meanings given to them in the offering documents of the referenced fund or investment vehicle, copies of which are available to investors in such fund or vehicle upon request. AXA IM has built a stringent multi-layered risk management framework. Risk Management is embedded throughout the organization. Internal Audit:  Controls performed on ad hoc basis by a function independent from the rest of the organization altogether Control functions:  Permanent controls performed by dedicated and independent functions  Setting of policies and limits Identification and analysis of risks and remedies  Control of operator’s activities on an exception basis  Control of the relevance and efficiency of 1st level control procedures in place Support functions:  Permanent controls performed by an operational function  On a regular and systematic basis  Based on standards or quantitative KPIs monitoring Front office:  Controls performed by the operators on the perimeter of their activities  Auto control done by the operator  Supervision control done by the operator’s hierarchy The monitoring performed by investment and operations teams is complemented by an independent risk management team
Level 1 - Methods of Analysis
Our investment philosophy is predicated upon the idea that long term returns are built through the compounding of income earned over time and the avoidance of principal losses. Our investment process consists of three major components centered on assessing, valuing and managing risk. We begin with an evaluation of the economic context and market outlook. This evaluation underlies our assessment, valuation and management of risk. Step 1: Assessing risk through fundamental credit analysis: This first step involves identifying the micro and macroeconomic risks through in-depth financial analysis to assess the credit profile of each issuer. This credit research process is designed to uncover the key drivers of a company's business, its sensitivity to various internal and external factors, and its long-term ability to operate within its existing capital structure under realistic assumptions. Step 2: Valuing risk through market segmentation: This second step identifies relative and absolute value opportunities by assessing the fundamental characteristics and risk/return profile of each issuer against those of the market. Market segmentation is sought using a proprietary quantitative evaluation tool that relies upon data from FactSet, a third party analytics platform, or other proprietary quantitative evaluation tools. These tools consider criteria such as internal credit assessment, external credit rating, industry classification, credit curve position and issuer capital structure to compare credit risks and market yields in order to segment the market into “buckets” or pools of securities with similar return and risk characteristics. Step 3: Managing risk through portfolio positioning: This third step aims to balance bottom-up (idiosyncratic) and top-down (systemic and market-related) risks against return opportunities. Our integrated investment process utilizes both quantitative and qualitative processes to construct portfolios.
Level 2 - Methods of Analysis
Monitoring of performance, risk and exposures of client portfolios to monitor that portfolios are managed within the strategy’s stated objectives and constraints. Such level of review also includes oversight of market, counterparty and credit risks, which enables us to monitor and assess exposure to systemic and market structure risks.

Investment Strategies U.S. Core High Yield The investment objective of this strategy is to achieve a long-term total return in excess of a high yield index selected by our clients. A typical high yield index tracks the performance of U.S. dollar-denominated below investment grade corporate debt publicly issued in the U.S. domestic market. We seek to achieve the investment objective for this strategy through investing primarily in U.S. dollar-denominated debt securities, rated below investment grade, of U.S. corporations. Available investment vehicles include separate accounts, Luxembourg-domiciled mutual fund (for those eligible non-US Persons), and AXA US High Yield Fund L.L.C. Dynamic U.S. High Yield The investment objective of this strategy is to invest primarily in US dollar-denominated debt securities rated below investment grade of US corporations and credit default swaps referencing such bonds. The net market exposure of the account will be between 75% and 150% of its net assets. The volatility of the strategy is targeted to be equal to or less than the high yield market. Available investment vehicles include separate accounts and Luxembourg-domiciled mutual fund (for those eligible non-US Persons). U.S. Short Duration High Yield The investment objective of this strategy is to generate current income while experiencing lower volatility than the broader high yield market. This strategy does not follow a benchmark. We seek to achieve the investment objective for this strategy by investing primarily in U.S. dollar-denominated debt securities, rated below investment grade, of U.S. corporations. The expected take out of these debt securities is expected to be three years or less. Available investment vehicles include separate accounts, UK-domiciled mutual fund, and Luxembourg-domiciled mutual funds (for those eligible non-US Persons). U.S. Corporate Investment Grade The investment objective of this strategy is to achieve a return over a full market cycle in excess of a U.S. corporate investment grade index selected by our clients. A typical U.S. corporate investment grade index tracks the performance of U.S. dollar-denominated investment grade corporate debt publicly issued in the U.S. domestic market. Available investment vehicles include separate accounts and Luxembourg-domiciled mutual fund (for those eligible non-US Persons). U.S. Structured Finance The investment objective of this strategy is to seek to achieve consistent rates of returns through credit cycles by investing mainly in a diversified portfolio of US senior secured loans. AXA IM’s structured finance team seeks to achieve this investment objective primarily through the use of both a “top-down” and a “bottom-up” approach to asset allocation. The team’s “top- down” approach involves an initial allocation of assets on a sector and risk profile basis. This allocation is based on macroeconomic research and AXA IM’s long-term views on the performance of a particular asset class. Once the “top-down” asset allocation approach has been determined, AXA IM uses a “bottom-up” approach to build a portfolio based on a relative value basis. Resources are then focused on the individual positions contained in each portfolio. New investment opportunities are reviewed by a research analyst who focuses on a particular sector and assesses the general quality, relative value, fit and needs of each portfolio. Assets that are viewed favorably are then processed through a formal credit committee (the “Credit Committee”) that will approve the inclusion of the asset in the eligible universe on a majority basis. The Credit Committee meets as often as necessary to discuss potential new investments and existing positions. The investments may range from unrated (first-loss) securities (“Equity”) to AAA senior securities and may include unsecuritized whole loan residential mortgages. Global Talents Strategy The objective of this strategy is to achieve long-term capital growth. Typical investors would seek long term capital growth from an actively managed portfolio of listed equity and equity related securities and related instruments. AXA IM offers this strategy through the aforementioned PAA. The portfolio managers seek to achieve the objectives of the Global Talents strategy through an exposure to all cap international equities. The strategy will be selecting stocks using an entrepreneur investment philosophy. The portfolio managers developed this investment philosophy as they believe financial markets are not efficient and too many companies are badly managed or depend on economic cycles. Therefore, the portfolio managers prefer to trust entrepreneurs who have a strong track record in developing business and creating value. This strategy also focuses on situations where the entrepreneurs (and/or executives) hold a significant stake in their company. The investment rationale is that such executives are willing to create value and success in the long-term and are ready to assume heavy short-term investments to generate long term growth for the Company due to the primary fact that the value of their own personal wealth depends on long-term value creation. Such managers also typically have a strong capacity for action and fast reactivity as they are usually less dependent on analysts, minority Shareholders and financiers.  The strategy typically will invest not more than 10% of its net assets in units of UCITS, mutual funds and/or other similar structures.  For hedging and efficient portfolio management purposes, this strategy may expose itself to equities, equity-related securities, bonds and other fixed income instruments, indexes and currencies, and other similar investment products and/or actions.  Under no circumstances shall these operations cause the strategy to materially diverge from its investment objective. European Small Cap Equity Strategy The objective of this strategy seeks to achieve long-term capital growth by investing in small and medium capitalized companies domiciled or listed in the European geographical area. AXA IM offers this strategy through the aforementioned PAA.

The strategy is actively managed in order to capture opportunities in the European equity markets. Investment decisions are based on a combination of macroeconomic, sector and company specific analysis. The share selection process relies on a rigorous analysis of the companies’ business model, quality of management, growth prospects and overall risk return profile. The strategy invests approximately two thirds of its total assets in small cap equities and the remaining one third of its total assets in medium sized companies listed on the European markets. Managed Volatility Asset Allocation Strategy The strategy’s objective is to seek long-term capital appreciation through a blended investment portfolio consisting of U.S. and international equities, as well as high quality U.S. corporate bonds, while aiming to provide a buffer against adverse market movements and drawdown. The drawdown’s mitigation is reached through a volatility management strategy. Under normal market conditions, the strategy’s assets will be allocated to achieve targeted exposures among equity investments and fixed income investments. The strategy’s current target allocation for long-term investments is approximately 55% of its net assets in equity investments and approximately 45% of its net assets in fixed income investments. On a periodic basis, the strategy investment may be rebalanced in response to changes in market value or other factors to maintain these target allocations. During periods before or after such rebalancing, the strategy may deviate from its target allocations. The strategy’s equity allocation will be invested in the following equity asset categories: U.S. Large Cap Equity, U.S. Mid Cap Equity, U.S. Small Cap Equity, and International Equity. Substantially all the strategy’s fixed income allocation will be invested in ETFs and in instruments that provide exposure to the corporate debt asset category. The strategy’s fixed income allocation will be invested primarily (either directly or indirectly through other investments) in U.S. dollar-denominated corporate debt securities that are rated investment grade at the time of purchase (i.e., at least Baa by Moody’s Investors Service, Inc. (“Moody’s”) or BBB by Standard & Poor’s Global Ratings(“S&P”) or Fitch Ratings Ltd. (“Fitch”)), or if unrated, determined by the adviser to be of comparable quality. AXA IM will also implement a volatility management strategy that seeks to reduce the strategy’s market risk exposure and overall volatility during periods of expected heightened market volatility. Volatility is a statistical measure of the magnitude of changes in the strategy’s returns. A higher volatility level generally indicates higher risk and often results in more frequent and sometimes significant changes in the applicable returns. In pursuing its investment objectives, the strategy may also invest in derivatives to implement the volatility management strategy or for the hedging of certain market risks. The strategy’s investments in derivatives may be deemed to involve the use of leverage because the strategy is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the strategy’s gain or loss. It is not generally expected, however, that the strategy will be leveraged by borrowing money for investment purposes. From time to time or potentially for extended periods of time in periods of continued market distress, the strategy may maintain a considerable percentage of its total assets in cash and cash equivalent instruments, including money market funds, as margin or collateral for the strategy’s obligations under derivative transactions, to implement the volatility management strategy, and for other portfolio management purposes. The strategy may engage in active and frequent trading of portfolio securities in pursuing its principal investment strategies. The strategy also may lend its portfolio securities to earn additional income. St. Bernard Fund The St. Bernard Fund seeks to achieve attractive rate of returns through investments in a wide range of securities and derivatives, with a focus on “credit-sensitive” MBS and ABS (i.e., the analysis of which involves assessment of credit risk) and derivatives thereon. The St. Bernard Fund may also invest in non-credit-sensitive MBS and ABS, as well as other instruments, including without limitation, collateralized debt obligation transactions (“CDOs”) (in particular, through secondary purchases of CDOs of MBS and ABS), CLOs, single name and index credit default swaps (“CDS”) referencing MBS/ABS, corporate issuers or other reference obligations, long and short equity positions, and distressed securities. The investments may range from unrated (first-loss) securities (“Equity”) to AAA senior securities and may include unsecuritized whole loan residential mortgages. The St. Bernard Fund can invest in an extremely wide range of securities, derivatives and other financial instruments, including, without limitations: RMBS, CMBS, CDO, CLO, in vehicles that hold, manage, trade or originate mortgages; US treasuries and securities issued by non-US governments and governmental agencies; federal agency and government sponsored debt securities; interest rate derivatives (such as swap, caps and floors); exchange traded and over- the-counter futures contracts on securities, currencies, or commodities; currencies; U.S. and non-U.S. public and private debt instruments; indices of debt instruments and tranches of indices of debt instruments (both US dollar and non-US dollar denominated and representing obligations of governments, agencies, or corporations of varying degrees of creditworthiness); long or short positions in public and private equities of U.S. and foreign issuers, including, without limitation, real estate investment trusts (“REITs”), financial companies, mortgage companies, real estate companies and home builders and which may include equity securities purchased or received as part of an issuer’s corporate or financial reorganization or restructuring; real estate; warrants; exchange traded funds (“ETFs”) and other commingled investment vehicles and instruments or vehicles representing indices of equity securities or equity related instruments or other indices; corporate bonds (including convertible bonds); interests in other pooled investment vehicles (including, without limitation, hedge funds, private or public investment funds and other commingled vehicles) that invest in, without limitation, ABS, MBS, CDO, CLO securities, other credit risk assets such as loans or corporate bonds or any other investment in which the Fund may invest (“Credit Funds”); corporate loans; limited partnership interests, limited liability company interests and other similar interests; large and small balance whole loan residential mortgages (including second lien loans and home equity lines of credit); large and small balance commercial mortgage loans; consumer loans; auto loans; mixed use loans; leveraged loans; and other unsecuritised loans; foreign exchange (“FX”) spot, forward and swap contracts and other FX or FX related instruments; commercial, residential or mixed-use real property and other real assets; other investment vehicles investing in any of the foregoing; options, swaps (including, without limitation, credit default swaps (“CDS”) and total return swaps (“TRS”), forwards and other contracts, derivatives or other synthetic instruments on or related to any of the foregoing; and other financial assets and financial derivatives. Investments are acquired in both the primary and secondary markets, in US Dollar and Euro denominated transactions and at varying levels of the capital structure in those transactions, including both rated and unrated tranches, and in cash, hybrid, funded, synthetic, private and public form and in static and managed transactions. AXA IM has, in its discretion, leveraged investments in the St. Bernard Fund to obtain financing, including through the use of repurchase transactions; provided that AXA IM may not engage in financing transactions resulting in a net increase in the aggregate amount borrowed while the leverage ratio exceeds 200%. AXA IM uses trading expertise and proprietary trading models in an effort to identify and purchase assets for the St. Bernard Fund that it believes to be attractive for the fund, The Fund may also utilize derivative instruments as standalone investments (representing long or short positions) or as hedges for other investments. U.S. High Yield Fund

The U.S. High Yield Fund seeks to achieve its investment objective through investing primarily in a diversified portfolio of U.S. dollar-denominated high yield corporate debt securities and a long-term total return in excess of the BofA Merrill Lynch U.S. High Yield Master II Index over a full market cycle. The investments will consist of: (i) not less than 67% of the total assets of the U.S. High Yield Fund in a broadly diversified portfolio of U.S. dollar-denominated fixed income transferable debt securities issued by public or private companies and rated sub-investment grade; (ii) not more than 33% of its total assets in money market instruments; (iii) not more than 33% of its total assets in bank loans or leveraged loans; (iv) not more than 25% of its assets in convertible securities; (v) not more than 10% of its assets in equity securities. The U.S. High Yield Fund will not be required to take any action in the event that an investment guideline is exceeded (or otherwise not complied with) subsequently from the time of investment, whether in the event of changes in the market value of the U.S. High Yield Fund’s investments, or otherwise. Accordingly, market or other conditions at any time, or from time to time, may result in one or more investment guidelines becoming exceeded, including for extended periods of time. In addition, we do consider cash and cash equivalents in the U.S. High Yield Fund’s portfolio, in applying the investment guidelines above. In addition, investors should be aware that, the above investment guidelines are indicative targets only, and are not mandatory investment restrictions. Accordingly, the U.S. High Yield Fund is not limited in its investment and trading activities. U.S. SDHY Fund The investment objective of the Fund is to seek attractive income and long-term total return through exposure to short-duration, sub-investment grade fixed income debt securities denominated in U.S. dollars. The Managing Member will generally invest: (i) not less than 67% of the total assets of the Fund in a broadly diversified portfolio of U.S. dollar-denominated fixed income transferable debt securities issued by public or private companies and (a) rated sub-investment grade (i.e. rated lower than BBB- by Standard & Poor’s or lower than Baa3 by Moody’s or, (b) if unrated, then deemed to be sub-investment grade by the Managing Member in its sole discretion; (ii) not more than 33% of the total assets of the Fund in money market instruments; (iii) not more than 10% of the total assets of the Fund in bank loans or leveraged loans; (iv) not more than 10% of the total assets of the Fund in convertible securities; and (v) not more than 10% of the total assets of the Fund in equity securities. For the avoidance of doubt, (i) each of the above investment guidelines will be measured at the time of investment and (ii) each of the above investment guidelines is determined in U.S. Dollar terms. Interpretations of the day-to-day application of these investment guidelines described above will be made by the Managing Member, in its sole discretion and the limits of such guidelines will generally be measured, if applicable, based upon good faith estimates using data known to the Managing Member at such time. In addition, pursuant to the sole discretion of the Managing Member, the investment policies, limitations, or practices described herein may not apply during periods of purchase or redemption activity or during periods of unusual or adverse market, economic, political or other conditions. Such market, economic or political conditions may include periods of abnormal or heightened market volatility, strained credit and/or liquidity conditions, or increased governmental intervention in the markets or industries. During such periods, the Fund may not invest according to its principal investment strategies and may be subject to different and/or heightened risks. It is possible that such unusual or adverse conditions may continue for extended periods of time. The Fund will not be required to take any action in the event that an investment guideline is exceeded (or otherwise not complied with) subsequently from the time of investment, whether in the event of changes in the market value of the Fund’s investments, or otherwise. Accordingly, market or other conditions at any time, or from time to time, may result in one or more investment guidelines becoming exceeded, including for extended periods of time. In addition, the Managing Member may consider cash and cash equivalents in the Fund’s portfolio, in applying the investment guidelines above. In addition, Members should be aware that, the above investment guidelines are indicative targets only, and are not mandatory investment restrictions. Accordingly, the Fund is not limited in its investment and trading activities. Trading Restrictions with Respect to Controversial Weapons:

Subject to applicable law, including fiduciary duties under the Advisers Act and ERISA, AXA IM intends to abide by the AXA Group’s policy not to trade in certain issuers related to the manufacturing, dealing and/or distribution of controversial weapons. Trading Restrictions with Respect to Climate Impact Subject to applicable law, including fiduciary duties under the Advisers Act and ERISA, AXA IM intends to abide by the AXA Group’s policy not to trade in certain issuers significantly exposed to coal and tar sands-related activities, specifically mining companies that derive significant amount of their revenue from thermal coal and utilities with a significant amount of coal in their energy mix. Material Risks: There can be no assurances that any client will achieve its investment objective or that the strategies pursued, and methods utilized by AXA IM, will be successful under all or any market conditions. Past performance is no guarantee of future performance. Investing in financial instruments involves the risk of loss of principal that clients should be prepared to bear. A brief explanation of the material risks associated with AXA IM’s principal investment strategies and methods of analysis follows. Additional risk factors are set forth in the offering documents of the applicable client. The risks generally applicable to all of the client accounts managed by AXA IM are as follows:  General Economic and Market Conditions. The success of the investment strategy is often affected by general economic and market conditions, such as interest rates, mortgage prepayment rates, availability of credit, inflation rates, economic uncertainty and changes in laws. These factors often affect the level and volatility of prices of financial instruments and the liquidity of the investments made for the client accounts. Volatility or illiquidity could impair the client accounts’ profitability or result in losses. The liquidity environment may deteriorate and affect other markets and financial institutions before market conditions improve. In a period of broad de-leveraging by all market participants, as happened following 2008, the values of all asset classes may be adversely affected.

 Allocation Risk. An investment strategy’s investment performance depends upon how its assets are allocated across broad asset categories and applicable sub-classes within such categories. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. The allocation strategies used, and the allocation decisions made, may not produce the desired results.  Reliance on Management. All decisions regarding the management and affairs of the funds and/or accounts will be made exclusively by us. Accordingly, no person should purchase interests or open an account unless such person is willing to entrust all aspects of management of the funds or accounts to AXA IM.  Market Risk. Financial institutions may be adversely affected by global and local market and economic conditions that may cause fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads. Many financial institutions have large proprietary trading and investment positions, including positions in fixed income (including RMBS and CDOs), currency, commodities and equity securities, as well as in real estate (including mortgages and subprime related assets), private equity, hedge funds, derivatives and other investments. As a result, financial institutions may incur losses as a result of increased market volatility, as these fluctuations may adversely impact the valuation of their trading and investment positions. Conversely, a decline in volatility may adversely affect the results of their trading business, which depend on market volatility to create client and proprietary trading opportunities.  Systemic Risk. Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by other institutions.  Brokerage Firms and Custodians May Fail. The institutions with which AXA IM does business for the client accounts, or to which the assets of the client accounts have been entrusted for custodial purposes, may encounter financial difficulties that impair the operational capabilities or the capital positions of the client accounts. Recent events in the credit market have challenged the financial stability of a number of established financial institutions, including brokerage firms. In the event that one of the brokerage firms used by AXA IM becomes bankrupt and fails to segregate the assets on deposit of one or more of the client accounts as required, there is a risk of loss for any deficiency. Even if the client accounts do not lose their assets on deposit with the brokerage firms (or other financial institutions with which AXA IM deals for the client accounts from time to time), the client accounts could incur market losses as a result of financial difficulties at such brokerage firms (including, but not limited to, situations where the client accounts may be unable to access their assets and/or execute transactions through their brokers or other financial institutions in a timely manner). In addition, non-U.S. institutions, including non-U.S. brokerage firms, are subject to different bankruptcy or other regulatory regimes than those applicable to U.S. institutions, and in doing business with such non-U.S. institutions through AXA IM, the client accounts may not be afforded certain of the protective measures provided by the SEC and FINRA. Although AXA IM will attempt to minimize the client accounts’ risk in this area, there is no action that AXA IM can take which is completely risk-free.  Idiosyncratic Investment Risk. This is the risk that deterioration in an issuer’s credit trends causes investors to demand a higher level of income to support investment in the credit relative to the initial investment level.  Systemic Investment Risk. This is the risk of a market wide shock that causes risk premiums to increase, creating falling market values not necessarily driven by the fundamentals of the investments in the portfolio.  Sector Risk. This is the risk that all of the securities in an entire sector will be affected by economic or other factors which pertain to that sector more specifically than other sectors.  Reliance on Fundamental Analysis. Fundamental analysis considers factors such as inflation, trade balances, inventories and interest rates, which do not have an impact on traditional technical trading systems, in an attempt to identify investment opportunities. To the extent that such factors provide mixed or conflicting signals, fundamental analysis may not be able to detect and/or accurately predict price trends. There can be no guarantee that the fundamental analysis undertaken by AXA IM will enable it to accurately value the financial instruments in which AXA IM will invest for the client accounts or that any anticipated price trends will materialize with respect to such investments.  Investment Strategy Risks. Strategy success depends on our ability to implement the specific investment strategy. Any factor that would make it more difficult to execute more timely transactions, such as a significant reduction in liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategy to be used will be successful under all or any market conditions. Past performance is no guarantee of future results.

 Lack of Diversification. Certain client accounts generally are not diversified among a wide range of financial instruments, industries or asset classes and have no restrictions on either the amount of assets that can be invested in a certain industry or the percentage of assets invested in a single security. Such client accounts will likely be exposed to wider fluctuations in value than otherwise would be the case if the client accounts were required to maintain a high degree of diversification among their investments.  General Risks of Investments. A potential investor should note that the prices of the securities and other instruments in which our funds and/or accounts under management invest may be volatile. Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace. In addition, regulators from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. Such intervention (as well as other factors) may cause these markets and related investments to move rapidly.  Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, our funds and/or accounts under management invest may be required to post collateral for the contract, the amount of which may vary. In addition, the funds and/or accounts under management invest may maintain cash and cash equivalent positions as part of the applicable strategy in order to take advantage of investment opportunities as they arise, to manage overall market exposure and for other asset management purposes. As such, the funds and/or accounts may maintain cash balances, including foreign currency balances, which may be significant, with counterparties. Maintaining larger cash and cash equivalent positions could negatively affect performance due to missed investment opportunities and may also subject the funds and/or accounts to additional risks, such as increased credit risk with respect to the custodian bank holding the assets and the risk that a counterparty maybe unable or unwilling to honor its obligations.

 Credit Default Swaps. The “buyer” in a credit default swap contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or modified structuring. A client may either be the buyer or the seller in the transaction. As a seller, the client receives a fixed rate of income throughout the term of the contract, which typically is between one month and five years, provided that no credit event occurs. If a credit event occurs, the client typically must pay the contingent payment to the buyer, which typically is the “par value” (full notional value) of the reference obligation. The contingent payment may be a cash settlement or by physical delivery of the reference obligation in return for payment of the face amount of the obligation. If the client is a buyer and no credit event occurs, the client may lose its investment and recover nothing. However, if a credit event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value. Credit default swap agreements may involve greater risks than if the client had invested in the reference obligation directly. Credit default swap agreements are subject to general market risk, liquidity risk, counterparty risk and credit risk. As noted above, if the client is a buyer and no credit event occurs, it will lose its investment. In addition, the value of the reference obligation received by the client as a seller if a credit event occurs, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the client.  Use of Swap Agreements. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary investment transactions. Interest rate swaps, for example, do not typically involve the delivery of financial instruments, other underlying assets or principal. Accordingly, the market risk of loss with respect to an interest rate swap is often limited to the amount of interest payments that the client is contractually obligated to make on a net basis. If the other party to an interest rate swap defaults, the client’s risk of credit loss may be the amount of interest payments that it is contractually entitled to receive on a net basis. However, where swap agreements require one party’s payments to be “up-front” and timed differently than the other party’s payments (such as is often the case with currency swaps), the entire principal value of the swap may be subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the client may have contractual remedies pursuant to the agreements related to the transaction. The investment performance of the Manager, however, may be adversely affected by the use of swaps if the client’s forecasts of market values, interest rates or currency exchange rates are inaccurate.

 Commodities and Futures Trading. Substantially all trading in commodities and futures has as its basis a contract to purchase or sell a specified quantity of a particular asset for delivery at a specified time, although certain financial instruments, such as market index futures contracts, may be settled only in cash based on the value of the underlying composite index. Futures trading involves trading in contracts for future delivery of standardized, rather than specific, lots of particular assets. A principal risk in trading futures contracts is the traditional volatility (rapid fluctuation) in market prices. Because of the low margin deposits typically required in futures contract trading, a relatively small movement in the market price of a futures contract may result in a disproportionately large profit or loss. Commodity futures trading may also be illiquid. Certain commodity exchanges do not permit trading in particular futures beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits – which conditions have in the past sometimes lasted for several days in certain contracts – the Manager could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses.  Trading in Currencies. A client may be exposed in the interbank market to risks associated with any government or market action that might suspend or restrict trading or otherwise render illiquid, in whole or in part, the client’s position. For certain clients, AXA IM is permitted to trade currencies and financial instruments in interbank and forward contract markets that AXA IM believes to be well-established and of recognized standing. AXA IM is permitted to affect such trades with brokers and other market participants that it believes to be creditworthy.  Disaster Recovery and Data Security. AXA IM relies heavily on information technology and data management systems, which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, break- ins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption, or destruction of AXA IM’s information technology systems or data could have a material adverse impact on AXA IM’s operations and client accounts. In addition, a breach in the security of AXA IM’s systems could result in the theft, disclosure, or loss of client, proprietary, and other sensitive information.

 Brexit Risk. The UK held a referendum on June 23, 2016, at which the electorate voted to leave the EU. The Prime Minister of the UK invoked Article 50 of the Treaty of Lisbon (the “Treaty”) in March of 2017. The Treaty provides for a two-year negotiation period which may be shortened or extended by agreement of the parties. During, and possibly after, this period there is likely to be considerable uncertainty as to the position of the UK and the arrangements that will apply to its relationships with the EU and other countries following its withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events. AXA IM, and certain of the strategies’ investments that are managed through the PAA, may be affected by the events described above. The impact of such events on AXA IM and its strategies is difficult to predict, but there may be detrimental implications for the value of certain of the strategies’ investments, or the ability to enter into transactions or to value or realize such investments. AXA IM has in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate, or remedy the breach. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as third-party acts, computer error, malicious code, employee error, or malfeasance often are not known until used against a potential target. Therefore, AXA IM may be unable to anticipate the destructive or invasive methods and technologies that could be used against its systems or to implement adequate protections. The relative importance of some of the above described risk factors varies amongst our different strategies. In addition to the risks applicable to all client accounts that are outlined above, there are several risks that are specific to certain of AXA IM’s investment strategies as described below. General Risks Applicable to Fixed-Income Strategies  Fixed-Income Investments and Interest Rate Risk. This is the risk that the value of fixed- income financial instruments will change as the general levels of volatility fluctuate and as there are changes in the absolute level of interest rates, in the spread between two rates, in the shape of the yield curve or in any other interest rate relationship. When interest rates decline, the value of fixed-income financial instruments can be expected to rise. Conversely, when interest rates rise, the value of such financial instruments can be expected to decline. To the extent that interest rates move in a direction contrary to the direction anticipated by AXA IM, the overall investment performance of the client accounts may be affected. The market value of fixed-income financial instruments also varies according to the relative financial condition of the issuer. Investments in lower rated or unrated fixed-income financial instruments, while generally providing greater opportunity for gain and income than investments in higher rated financial instruments, usually entail greater risk (including the possibility of default or bankruptcy of the issuers of such financial instruments).  Credit Risk. This is the risk that issuers of debt instruments may face significant ongoing uncertainties and exposure to adverse conditions that will undermine their ability to make timely payments of interest and principal. In addition, major economic downturns and financial market swings have adversely affected, and could in the future adversely affect, the ability of some of the issuers of such instruments to repay principal and pay interest thereon and may increase the incidence of default for such instruments. Lower- quality debt securities (e.g., those below investment grade) involve greater risk of default or price changes due to change in the credit quality of the issuer. This is the principal risk of investing in high yield bonds.  Credit Ratings. Credit ratings of debt securities are not a guarantee of quality. A credit rating represents only the applicable rating agency’s opinion regarding credit quality based on the rating agency’s evaluation of the safety of the principal and interest payments. In determining a credit rating, rating agencies do not evaluate the risks of fluctuations in market value. As a result, a credit rating likely does not fully reflect the risks inherent in the relevant security. Rating agencies may fail to make timely changes to credit ratings in response to subsequent events. In addition, to the extent that a rating agency rates a security at the request of an issuer, the rating agency has a conflict of interest in providing such rating.  Competition and Supply for Fixed-Income Securities. The potential for capital appreciation and interest will depend, in large part, on AXA IM’s ability to acquire investments for the client accounts on advantageous terms. In acquiring fixed-income securities for the client accounts, AXA IM will compete with a broad spectrum of institutional investors, many of which have greater financial resources than the client accounts. Increased competition for, or a reduction in the available supply of, qualifying investments could result in higher prices for, and thus lower yields on, such investments, which could further narrow the yield spread over borrowing costs. The relative importance of some of the above described risk factors varies amongst our different fixed-income strategies. Risks Applicable to the Core High Yield, Dynamic High Yield, Short Duration High Yield, and/or U.S. Corporate Investment Grade Strategies:  Risks of Relying on Target Returns/Benchmark Objectives: As discussed above, the core high yield and the U.S. corporate investment grade strategies are measured against benchmarks. There can be no assurance that these strategies will meet their target returns. Target returns are goals based on AXA IM’s research and are not guarantees or predictions of performance. If applicable, target returns will be periodically re- evaluated in light of actual returns and may be revised.  High Yield Securities: The core high yield and the short duration high yield strategies seek to invest in “high yield” bonds and possibly preferred securities that are rated in the lower rating categories by the various credit rating agencies (or in comparable non- rated securities). In addition to the fact that they are, as noted above, generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal, financial instruments in the lower rating categories are generally considered to be subject to greater risk than financial instruments with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated financial instruments, the yields and prices of such financial instruments tend to fluctuate more than those of higher-rated financial instruments. The market for lower-rated financial instruments is thinner and less active than that for higher-rated financial instruments, which can adversely affect the prices at which these financial instruments can be sold. In addition, adverse publicity and negative investor perceptions about lower-rated financial instruments, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated financial instruments.  U.S. Government Securities: U.S. government securities include direct obligations of the U.S. Treasury and obligations issued by U.S. government agencies and instrumentalities, including securities that are supported by: (1) the full faith and credit of the United States (e.g., certificates of the Government National Mortgage Association); (2) the right of the issuer to borrow from the U.S. Treasury (e.g., Federal Home Loan Bank securities); (3) the discretionary authority of the U.S. Treasury to lend to the issuer (e.g., Fannie Mae securities); and (4) solely the creditworthiness of the issuer (e.g., Freddie Mac securities). Neither the U.S. government nor any of its agencies or instrumentalities guarantees the market value of the securities they issue. Therefore, the market value of such securities can be expected to fluctuate in response to changes in interest rates.  Money Market Securities: The value and liquidity of the securities held by the funds and/or accounts may be affected by changing interest rates, changes in the credit quality of the issuers, changes in credit ratings of the securities and general market conditions. For example, the values of these securities may decline when interest rates rise and increase when interest rates fall.  Rating Agency Risk: The funds and/or accounts may purchase securities rated by a rating agency. The funds and/or accounts may use these ratings to determine whether to purchase, sell or hold a security. Ratings are general and are not absolute standards of quality. Securities with the same maturity, interest rate and rating may have different market prices. Credit ratings attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. In addition, ratings are only the opinions of the agencies issuing them, may change less quickly than relevant circumstances and are not absolute guarantees of the quality of the securities. Furthermore, credit ratings and ratings agencies have recently been criticized for credit ratings which did not fully reflect the risks of certain securities or which did not reflect such risks in a timely manner. In the event that such ratings are inaccurate, otherwise misleading or untimely, the value of fund’s and/or account’s portfolio(s) may be adversely affected.  Investments with Limited Liquidity: The funds and/or accounts may invest in, or receive, securities, loans or other assets for which no (or only a limited) liquid market exists or that are subject to legal or other restrictions on transfer. The market prices, if any, for such assets tend to be volatile, and fluctuate due to a variety of factors that are inherently difficult to predict including, but not limited to, changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic or international economic or political events, developments or trends in any particular industry, and the financing condition of obligors on the fund’s and/or account’s assets. The fund and/or accounts may not be able to sell assets when we desire to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of illiquid assets and restricted securities often requires more time and results in higher selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The funds and/or accounts may be required to hold illiquid securities before any disposition can be affected.  Restricted Securities: If and when they become eligible, the funds and/or accounts are permitted to invest in certain restricted securities that are subject to substantial holding periods or that are not traded in public markets. Generally, only QIBs will be eligible to participate in transactions involving such restricted securities pursuant to Rule 144A under the 1933 Act. Such restricted securities generally are less liquid than publicly traded securities. No assurance can be given that any such restricted securities will be eligible to be traded on a public market even if a public market for securities of the same class were to develop. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets.  Reinvestment Risk: Reinvestment risk is the risk that income from the U.S. High Yield portfolios will decline if and when the U.S. High Yield strategy invests the proceeds from matured, traded or called debt obligations at market interest rates that are below the portfolio’s current earnings rate.  Call/Extension Risk: Call risk involves the risk that an issuer will exercise its right to pay principal on an obligation held by the funds and/or accounts earlier than expected. This may happen when there is a decline in interest rates. Under these circumstances, the funds and/or accounts may be unable to recoup all of its initial investment and will also suffer from having to reinvest in lower yielding securities. Extension risk involves the risk that an issuer will exercise its right to pay principal on an obligation held by the funds and/or accounts later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation will decrease, and the funds and/or accounts will also suffer from the inability to invest in higher yielding securities.  Risks Linked to Investments In Specific Sectors Or Asset Classes: Certain funds and/or accounts concentrate their investments in certain asset classes (commodities, real estate) or in companies of certain sectors of the economy and are therefore subject to the risks associated with concentrating investments in such classes and sectors. This type of strategy will likely have adverse consequences if such asset classes or sectors become less valued or less liquid.  Risk Linked to Investments In Emerging Markets: Emerging markets securities may be substantially less liquid and more volatile than those of mature markets. Securities of companies located in emerging markets may be held by a limited number of persons. This may adversely affect the timing and pricing of the acquisition or disposal of securities. Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the funds or accounts will need to use brokers and counterparties, which are less well capitalized, and custody and registration of assets in some countries may be unreliable. AXA-IM will seek, where possible, to use counterparties, whose financial status is such that this risk is reduced. However, there can be no certainty that it will be successful in eliminating this risk, particularly as counterparties operating in emerging markets frequently lack the substance or financial resources of those in developed countries. The legal infrastructure, in certain countries in which investments may be made, may not provide with the same degree of investors' protection or information to investors, as would generally apply to major securities markets. Generally accepted accounting, auditing and financial reporting practices in emerging markets may be significantly different from those in developed markets. Compared to mature markets, some emerging markets may have a low level of regulations, enforcement of regulations and monitoring of investors' activities. Those activities may include practices such as trading on material non-public information. Some governments exercise substantial influence over the private economic sector and investments may be affected by political and economic instability. In adverse social and political circumstances, governments have been involved in policies of expropriation, confiscatory taxation, nationalization, intervention in the securities market and trade settlement and imposition of foreign investment restrictions and exchange controls, and these could be repeated in the future. In addition to withholding taxes on investment income, some emerging markets may impose differential capital gain taxes on foreign investors.  Convertible Securities Risk: Certain funds and/or accounts invest in convertible securities which are securities generally offering fixed interest or dividend yields which may be converted either at a stated price or stated rate for common or preferred stock. Although to a lesser extent than with fixed income securities generally, the market value of convertible securities tends to decline as interest rates rise. Because of the conversion feature, the market value of con please register to get more info

Code of Ethics: AXA IM has adopted a Code of Ethics (the “Code”) that applies to all of our employees. This Code describes the standard of conduct which we require of all of our employees and describes certain restrictions on activities such as personal trading, receipt of material, non-public information, and engaging in outside business activities. The Code is designed to:  Protect our clients by deterring misconduct  Educate employees regarding our expectations and the laws governing their conduct  Remind employees that they are in a position of trust and must act in accordance with this position of trust and responsibility Establish pre-clearance for “covered” securities through our automated Compliance tool  Review and resolve trade alerts or exceptions within an automated compliance tool  Require quarterly/annual certification of accounts, transactions, holdings and acknowledgment of understanding the Code as well as other ethical policies  Block employees from purchasing restricted or watch list securities via the automated compliance tool and other processes  Establish procedures for employees to follow so that we may determine whether persons covered by the Code are complying with our ethical principals  Protect our reputation  Guard against violation of the securities laws and violations of ERISA  Summarize the values, principals, and business practices that guide our business conduct

Compliance with the Code is a condition of employment for all of our employees, and a serious violation of the Code or its related policies may result in serious reprimand, up to and including dismissal. Certain key provisions of the Code are summarized below. We will provide a copy of the Code to any client or prospective client upon request. Personal Trading: Employees considered “access persons” within the meaning of Rule 204A-1 under the Advisers Act are permitted to purchase and sell for their own accounts the same securities purchased or sold on behalf of our clients. Because the Code permits employees to invest in the same securities as our clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee or that employees might compete with clients for some investment opportunities. To mitigate these possible conflicts of interest and others that may arise, we have established policies requiring “access persons” to obtain pre-clearance before investing in certain reportable securities such as stocks, bonds and private placements (“Covered Securities”). Employees are required to report personal securities transactions in all Covered Securities, which excludes the following:  Direct investments in obligations of the U.S. Government  Shares of open-end mutual funds for which we are not the investment adviser or sub- adviser  Bankers’ acceptances, bank certificates of deposit, commercial paper, certificates of deposit, and high quality short-term investments  Shares issued by money market funds  Unit investment trusts that are invested exclusively in one or more open-end funds, none of which we advise or sub-advise  Commodities and commodity futures  Direct investment in real estate (excluding securities investing in real estate)  Securities held in managed accounts over which the employee has no direct or indirect control (to be reported annually).  Currencies and cryptocurrency tokens In addition, we monitor for conflicts of interest and will not allow any of our “access persons” to buy or sell securities for their own accounts at or about the same time that we buy or sell securities for client accounts if we feel that there is a possibility that the personal trade would benefit from, or compete with, our investment activities. AXA IM and each of its Participating Affiliates have taken measures to restrict the use of material non-public information. To that end, each entity has established a restricted list (“Restricted List”) that controls which transactions are available for trading for client portfolios and for personal trading. The Restricted List is a list of securities and security types subject to trading restrictions for all client and employee accounts and the accounts of their immediate family members. Securities that will be placed on the Restricted List include securities of an issuer about which AXA IM receives non-public information. The placement of a security type on the Restricted List restricts client and personal trading in the specified issuer until the Chief Compliance Officer removes the issuer from the Restricted List. In addition, AXA IM and certain of its Participating Affiliates maintain a watch list (the “Watch List”). The placement of a security on the Watch List may restrict personal and/or client trading in the specified issuer unless the trade is determined permissible by the Chief Compliance Officer or until the Chief Compliance Officer removes the issues from the Watch List. All of our employees are required to annually certify that they have complied with the Code, and our access persons are required to make annual reports regarding their personal securities account holdings and quarterly reports regarding their personal securities trading activity other than certain exempted accounts and securities. PAAs: With respect to each PAA, the relevant Participating Affiliate will adopt policies and procedures to meet its compliance obligations under the PAA with respect to the services it provides to AXA IM’s U.S. clients. Each applicable Participating Affiliate adopted amendments to its own code of ethics applicable to its personnel that makes explicit reference to PAAs. The amendments will subject certain personnel of Participating Affiliates to personal transactions reporting requirements equivalent to those of AXA IM’s access persons. The applicable Participating Affiliates forward information to AXA IM about compliance with these reporting requirements no less frequently than on a quarterly basis. Participation or Interest in Client Transactions: Our employees are allowed to invest in the St. Bernard Fund, the U.S. High Yield Fund and the Global Emerging Markets Small Cap Fund only upon the prior written notification to the AXA IM CCO. Institutional affiliates within AXA Group are allowed to invest in the St. Bernard Fund, the U.S. High Yield Fund, the Global Emerging Markets Small Cap Fund, and other products managed by AXA IM. Clients should be aware that such investments create a conflict of interest, as there is an incentive for us to allocate investment opportunities to funds or accounts in which our employees our institutional affiliates are invested at the expense of other advisory clients. At all times, we seek to treat all of our clients in a fair and equitable manner and will act in a manner that we believe to be in our clients’ best interests. While it is not expected that in the normal course investments for the St. Bernard Fund or the U.S. High Yield Fund will overlap with investments for AXA IM’s other strategies, to the extent there is such overlap, we have established a variety of policies and procedures whose goals are to facilitate and oversee the fair allocation of investment opportunities. Please see Item 6 for more information about our side-by-side management of accounts and Item 12 for more information about our allocation policy. Brokered Cross-Trades: From time to time, AXA IM may deem that it is in the best interests of clients to transfer a security from one account under management to another such account. All such trades must be executed through a broker-dealer or other properly qualified third party, unaffiliated with Adviser. AXA IM periodically reviews the fee schedule of such unaffiliated broker-dealers to monitor that they are in line with other broker-dealers used by AXA IM. The price of the transferred security should be a mid-market price, calculated by taking either the average of bid and ask prices or the pre-populated mid-market price directly from our pricing service feed(s). If the pricing service only provides bid prices, our policies and procedures set forth guidelines concerning how the asset valuations are to be determined and recorded. In addition, charges from the broker-dealer shall be evenly shared between the buyer and seller by adding half of the charge to the buyer’s price and subtracting half of the charge from the seller’s price. Cross-Trades Involving ERISA Accounts: The prohibited transaction rules under ERISA bar investment managers from engaging in cross- trades or brokered cross-trades absent an exemption. AXA IM shall not execute any cross- trades or brokered cross-trades between two of its accounts if at least one of such accounts is subject to ERISA. Certain AXA IM funds may from time to time accept contributions from clients subject to ERISA. Under ERISA’s plan asset regulations, generally, if 25% of any class of equity of either fund is held by plans subject to ERISA, 100% of such fund’s assets will be considered “plan assets” for purposes of ERISA. Accordingly, if the entirety of the assets of either fund are deemed to be “plan assets”, Adviser will not execute any cross-trades or brokered cross-trades involving such fund. AXA IM maintains a log of accounts subject to ERISA, which shall be available to the traders and portfolio managers at all times. Principal Trades: Rule §206(3) of the Advisers Act prohibits an investment adviser from, directly or indirectly, acting as a principal in transactions with its advisory clients without (i) disclosing to such client in writing before the completion of any settlement of such transaction the capacity in which AXA IM is acting, and (ii) obtaining the written consent of such client prior to the settlement if to such transaction. AXA IM does not invest in securities for its own account, although AXA IM does retain certain assets from CLO issuances in compliance with (and solely to the extent required by) applicable law. Nevertheless, accounts managed by AXA IM may contain sufficient assets attributable to its parents or affiliates to render such accounts “principal accounts” for purposes of this section of the Advisers Act. Generally, AXA IM deems any account that is 25% or greater beneficially owned by any of its affiliates a principal account. AXA IM does not cause accounts it manages to enter into principal trades without the prior written approval of the applicable clients and the compliance department. We monitor and report on a monthly basis to the local control committee, which consists of our co-heads of trading as well as our chief risk officer, chief operations officer and chief compliance officer (the “LCC”) on a post-execution basis, any and all cross trades and/or principal trades. AXA IM maintains a log of all portfolios classified as principal accounts, which shall be available to the traders and portfolio managers at all times. Gifts and Entertainment: We have policies in place governing the types and value of gifts and forms of entertainment that our employees are permitted to accept from broker-dealers, vendors, current or prospective clients. All receipt of gifts and entertainment must be reported to Compliance. Employees are prohibited from receiving extravagant gifts or entertainment through our business relationships. A conflict of interest occurs when personal interests of employees interfere or could potentially interfere with their responsibilities to AXA IM and our clients. Employees should never encourage a quid pro quo (i.e., “favor for favor”) business transaction or feel beholden to a person or firm. On a quarterly basis, all AXA IM employees are required to certify that any gifts or entertainment, either given or received, was properly disclosed and compliant with documented AXA IM policy. Political Contributions: Subject to permitted exceptions, AXA IM and our employees may not make any payment of any kind, directly or indirectly, to any official of any government or government instrumentality, any political party, political official or any candidate for any political office (domestic or foreign), for the purpose of influencing any act or decision in order to help AXA IM obtain or retain business for or with, or direct business to, any person, as outlined in our Political Contributions Policy, unless reviewed and approved by the CCO. On an annual basis, or more frequently if required for such disclosures to remain current, AXA IM employees are required to certify that any and all political contributions were properly disclosed and compliant with documented AXA IM policy. Conflicts of Interest - Outside Activities: AXA IM generally prohibits its employees from engaging in outside activities (whether business, investment or otherwise) that interfere or could potentially interfere with their duties at AXA IM, AXA IM’s interests or the interests of AXA IM’s clients, as outlined in our Conflicts of Interest Policy. Regardless of whether an outside activity is specifically addressed in the Code, employees must disclose to their manager and obtain written approval from both their manager and Compliance prior to engaging in any outside business activity at least on an annual basis or more frequently as needed if required for such disclosures to remain accurate. As part of our compliance oversight program specific to addressing conflicts of interests, AXA IM, at least on an annual basis, requires all staff to complete a comprehensive conflicts of interest questionnaire, which not only addresses such topics as outside activities, but also requires that all staff disclose any relationships that they may have with any of our clients, investors, vendors and other service providers that may be considered to be a conflict. In the event there are conflicts disclosed, AXA IM has designed a series of forensic tests and periodic assessments that are performed both annually and quarterly, depending on the underlying conflicts to seek to manage such conflicts in in a manner that properly fulfills AXA IM‘s fiduciary obligations to its clients. Insider Trading Policy: AXA IM policy prohibits employees from trading on material non-public information as outlined in our Insider Trading Policy. Employees are required to escalate receipt of non-public information to Compliance for further evaluation and monitoring. Information is deemed non- public if it has not been disseminated in a manner making it available to investors or the market generally. Information is “material” if there is a “substantial likelihood that a reasonable investor would consider it important in making an investment decision. We have taken measures to establish inside information controls that serve to restrict firm and employee trading when AXA IM and /or certain affiliates have material non-public information on an issuer. Therefore, if we or certain affiliates possess such information, our ability to buy or sell securities of such issuers for our clients may be restricted. Policy on Anti-Bribery and Corruption in International Business Transactions: AXA IM policy prohibits the paying, offering, giving, authorizing, or promising, either directly or indirectly, of money or “anything of value” to any government official in order to secure an improper benefit, obtain or retain business, or direct business to any person or entity, as outlined in our Anti-Bribery and Corruption in International Business Transactions Policy. Information Security and Data Protection: AXA IM’s Information Security and Data Security Policies address employee obligations in connection with administrative, technological and physical safeguards for customer information and other sensitive personal data. This includes the use of third party software, virus and spyware protections and internet use. please register to get more info

Allocation Policy: AXA IM has adopted an allocation policy that applies to investment opportunities which have limited capacity and/or time availability. This policy directs us to allocate investment opportunities amongst our clients fairly and provides consistent treatment of clients with similar investment objectives and guidelines to the extent practicable. Although we attempt to obtain capacity in the market for all of our clients that may participate, capacity is not always available. Under such circumstances, we have an incentive to allocate, aggregate or sequence trades in favor of, or to otherwise favor, (i) those accounts for which we receive a performance-based fee because we will receive a higher fee if their performance exceeds the applicable benchmark or (ii) related accounts of our affiliates. To address this and other potential conflicts of interest, generally, we will allocate investment opportunities between participating accounts on a pro rata basis based on account size. Allocations may be subject to rounding to ensure that resulting lot sizes are economic and tradable. Situations may arise, however, where we believe in good faith that an allocation to a particular account may not be appropriate because, amongst other reason, (i) client guidelines and restrictions, (ii) insufficient cash in an account for such investment, or (iii) where the resulting allocation will result in a de minimis allocation which is neither tradable nor scalable. All trade allocations are documented at the time of placing an order in the market without client favoritism. Under no circumstances will we allocate trades based upon subsequent market movements. Although AXA IM’s goal is to be fundamentally fair on an overall basis with respect to all accounts, there can be no assurance that on a trade-by-trade basis that one account will not be treated differently from another. The allocation procedures will sometimes cause an account to recieve a different price or amount of assets than it would have othewise received. For example, if AXA IM did not manage multiple client accounts, each client individually would be able to receive or sell a greater percentage of limited opportunity securities. Consequently, when multiple clients participate in limited opportunity trades, each participating account reduces the opportunity available to other participating accounts. Furthermore, since certain accounts include assets of AXA IM or affiliated subsidiaries of the AXA Group, the allocation of limited opportunity trades to such accounts will reduce the opportunity available to unrelated client accounts. We monitor and report on a monthly basis to the LCC any and all allocation exceptions, along with any specific information that may be necessary for complete reporting. Block Trades: We will block or aggregate trades where possible and when advantageous to clients. This blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts so long as transaction costs are shared equally and on a pro-rated basis between all accounts included in any such block. Block trading allows us to execute trades in a more timely and equitable manner and to reduce overall transaction costs clients. As described below under “Directed Brokerage,” we may not block trades where a client directs brokerage. Clients may pay more when we do not aggregate trades, as seeking to place separate, non-simultaneous transactions in the same security for multiple clients may have a negative effect on market price, transaction commissions and/or trade execution. Directed Brokerage: Clients have the right direct us to use a particular broker or dealer to execute transactions, but such instructions are rare. Clients seeking to utilized directed brokerage should be aware of certain risks that directed brokerage raises. First, clients that direct brokerage may not participate in block trades. Second and relatedly, clients that direct brokerage may trade after clients that do not direct brokerage. Because of these issues, clients seeking to direct brokerage should understand that (i) they may pay higher commissions on some transactions, (ii) they may lose opportunities to purchase securities, especially securities of limited availability, and (iii) they may receive less favorable execution of some transactions. Transition Managers: From time to time, a new client will utilize a transition manager for purposes of transitioning authority to us over an account previously managed by a different investment manager or according to a different benchmark or strategy. We may provide the transition manager with a target portfolio which is to be implemented by the transition manager in advance of our acceptance of discretionary authority over the account. During this transition period, the transition manager assumes trading authority for the new account including investment in the target portfolio provided by us. As a result of possible limitations on liquidity in the fixed income markets, the implementation by the transition manager of the target portfolio may adversely affect the liquidity or pricing of securities which we actively trade for accounts under management. Broker-Dealer Selection: AXA IM has adopted a global procedure governing how counterparties and brokers with whom AXA IM will enter into transactions are authorized. When selecting and approving these counterparties, AXA IM entities will perform a thorough due diligence to monitor that the counterparty, at a minimum, is financially sound, including sufficient capital requirements, and effective supervision, is not subject to material disciplinary or legal action(s) and has the necessary organizational structure and resources for performing the services which are to be provided. In selecting a broker-dealer for trade execution, we seek those broker-dealers who can provide best execution of transactions under the circumstances. By “best execution” we mean that we seek the transaction that will provide the most favorable total cost or proceeds reasonably attainable in the circumstances. The principal factors determining this selection include, but are not limited to: (1) a broker’s capital depth; (2) a broker’s market access; (3) a broker’s transaction confirmation and account statement practices; (4) our knowledge of bid-ask spreads currently available; (5) our valuation of the security to be bought or sold; (6) the nature and character of the markets for the security to be purchased or sold; (7) the desired timing of the transaction; (8) the execution; (9) clearance and settlement capabilities of the broker selected and others considered; (10) our knowledge of any actual or apparent operational problems of a broker; and (11) the reasonableness of the mark-up or its equivalent for the specific transaction. In light of the factors described above, “best execution” is not synonymous with lowest brokerage mark-up or lowest bid-ask spread. Consequently, in a particular transaction a client may pay a brokerage mark-up or a bid-ask spread in excess of that which another broker might have charged for executing the same transaction. The performance of broker-dealers is periodically evaluated by AXA IM and the result are periodically reported to the LCC. Certain AXA IM employees, including a senior portfolio manager, have family members employed by broker-dealers used by AXA IM for client transactions. AXA IM employees have a conflict in selecting broker-dealers where their family members are employed because using such broker-dealers may benefit the AXA IM employees and/or their family members. AXA IM has put in place heightened policies and procedures to monitor that such broker-dealers are providing AXA IM clients with best execution and to monitor for any red flags that would indicate improper use of such broker-dealers. See Item 11, Conflicts of Interest - Outside Activities, for additional information. Soft Dollar Benefits: While it is AXA IM policy to engage only in soft commission arrangements that are compliant with the “safe harbor” provision of Section 28(e) of the Securities Exchange Act of 1934, we have discontinued our soft dollar program to align with AXA IM’s company-wide approach to pay for all relevant externally produced investment research directly from its own resources. AXA IM has amended its policies and procedures in terms of both how third-party research is solicited, and also how such research providers are compensated. Globally, AXA IM will only accept research from third parties that have executed a formal agreement to provide such services. Furthermore, AXA IM has elected to compensate such providers from its own internal source and will not assess its clients for such costs. please register to get more info

Client accounts are generally reviewed on a daily basis by AXA IM operations staff or Affiliated Adviser Clients, as applicable, to monitor that such accounts are adhering to their applicable investment objectives, guidelines and limitations. In addition, the net asset value of each client account managed pursuant to the core high yield, short duration high yield and U.S. corporate investment grade strategies is monitored on a daily basis by our portfolio managers and portfolio controllers. The net asset value of the St. Bernard Fund is calculated by US Bank as the independent, third party administrator of the St. Bernard Fund and reviewed by both Ellington and AXA IM on a daily basis. The net asset value of the U.S. High Yield Fund is calculated by State Street Bank as the independent, third party administrator of the U.S. High Yield Fund and reviewed by AXA IM on a daily basis. Senior portfolio managers will, in addition, review monthly performance reports for all accounts. AXA IM makes available commentary regarding our high yield, short duration high yield and structured finance strategies to investors in those strategies. With respect to individually managed accounts, we send reports directly to individually managed clients or, in the case of Underlying Portfolios that are separate accounts, to the applicable Affiliated Adviser Client, on at least a quarterly basis, or more frequently, upon request. These reports are often in the form of letter and may include a portfolio summary including performance. We also provide each investor that has invested in the St. Bernard Fund with a quarterly letter generally discussing the results of the prior quarter, and we provide investors in the U.S. High Yield Fund and the Global Emerging Markets Small Cap Fund access to their monthly account statement via an online portal managed by the Fund’s administrator. In addition, an unaffiliated trustee of the CLO provides investors in the CLO with reports in accordance with the CLO offering memorandum. With respect to our insurance company affiliates for which we manage certain portfolios, we share with such insurance companies internally produced investment grade research reports as a result of such insurance companies’ local insurance regulations. Such research reports are shared only after we make investment recommendations based on such research for all applicable clients, and do not include the recommendations. please register to get more info

We do not receive compensation from sources other than our clients for providing investment advice or other advisory services to our clients. Nonetheless, we are reimbursed for providing Support Services to our affiliates as described in Item 4 above and for providing marketing and product specialist services for our affiliates as described in Item 5 above pursuant to the Master Fee Services Agreement (together with its solicitation sub-agreement between AXA IM and AXA Rosenberg if applicable) and/or the Expense Allocation Recharges Procedure described in Item 5 above. We have established relationships with consultants to institutional investors and pension plans. In addition, we have executed third party marketing agreements with select entities to assist us with raising assets for the St. Bernard Fund. In addition, on a voluntary basis, for the U.S. Investment Companies that we currently sub-advise, we may elect to pay for marketing support to assist with raising assets for the underlying applicable U.S. Investment Company. We have made such payments to an affiliate that manages an U.S. Investment Company for which we are a sub-advisor. The fact that we may share a portion or percentage of the compensation we receive for investment advisory services will not result in charging any client fees at a rate in excess of, or less than, the rate or level of advisory fees we customarily charge to our investment advisory clients for similar services to comparable accounts. please register to get more info

With respect to AXA IM’s separate accounts clients, we are not deemed to have custody of client assets. Separate account clients receive periodic statements from their qualified custodians. Although we do not have physical custody, as manager of the U.S. High Yield Fund, the St. Bernard Fund and the Global Emerging Markets Small Cap Fund, we are authorized to act with respect to the assets of such funds in a manner that causes us to be deemed to have custody of each such fund’s assets under the SEC’s custody rule applicable to registered investment advisers. Accordingly, to meet the requirements of the custody rule, such funds are subject to an annual audit in accordance with generally accepted accounting principles conducted by an independent public accountant registered with the Public Company Accounting Oversight Board and the audited financial statements are distributed to investors in each such fund within 120 days of the end of such fund’s fiscal year, as applicable. Clients should carefully review account statements. In addition, we urge each of our clients to compare the account statements that they receive from their qualified custodians with those that we provide to clients either on a monthly or quarterly basis, if applicable. Our statements may vary from custodial statements based upon pricing methodologies, accrued interest in bonds, or timing of the settlement dates of trades. We discuss these variations in our reports and are happy to discuss them further with our clients upon request. please register to get more info

Generally, clients will grant discretionary authority to us to manage their securities accounts by executing an investment management agreement or other similar document with us that includes a limited power of attorney. Pursuant to the terms of the investment management agreements entered into with our clients, we generally have complete discretion in managing the portfolio with respect to buying and selling securities and choosing the brokers with which to transact, as well as the transaction price and commission rates, subject to the investment guidelines and applicable law. The client’s investment management agreement and guidelines specify the types of investments permitted for the account and may place limits on the amount of securities of issuers or industries that we can purchase for the account. Clients generally establish their own custodial arrangements and provide the custodian with a letter granting us the authority to manage their accounts. In limited circumstances, AXA IM has been hired to manage client and/or Affiliated Adviser Client portfolios on a non-discretionary basis. Parent Company Investment Discretion: In making investment decisions, AXA IM will abide by the security selection policies or restrictions agreed to between AXA IM and/or its direct or indirect parent companies with regard to the impacted portfolios holding of either individual securities or various categories or classes of securities for specific AXA accounts. The security selection universe for all client accounts may also be modified as a result of any local regulatory limitations or material non- public information known by certain AXA IM employees. The non-U.S. based subsidiaries of AXA Group operate in compliance with applicable laws and regulations of the various jurisdictions where they operate, including applicable international (United Nations and European Union) laws and regulations. While AXA Group companies based and operating outside the United States generally are not subject to U.S. law, as an international group, AXA Group has in place policies and standards (including the AXA Group International Sanctions Policy) that apply to all AXA Group companies worldwide and often impose requirements that go beyond local law. please register to get more info

AXA IM invests primarily in debt securities and private debt / whole loans of U.S. corporations on behalf of its advisory clients. AXA IM infrequently invests in common equity securities, except for the strategies managed in accordance with the PAAs. Accordingly, AXA IM rarely receives voting proxy proposals, amendments, consents or resolutions (collectively, “proxies”). On rare occasions, AXA IM may receive proxies for corporate restructurings of debt issuers or other exceptional circumstances. Unless a client specifically reserves the right, in writing, to vote its own proxies, AXA IM will vote all proxies in a timely manner as part of its discretionary authority over client assets in accordance with its proxy voting policy. To the extent that AXA IM exercises or is deemed to be exercising voting authority over client securities, our general policy is to vote proxies in a manner that serves the best interest of the client, as determined by us in our discretion, taking into account factors described in our proxy policy. When conflicts of interest between us in our capacity as investment adviser and any client arise, we will disclose the conflict to the client and obtain the consent of the client before voting the securities on the client’s behalf or, if that is not possible for any reason, we may instead delegate the voting authority to an independent third party. The foregoing summary of our proxy policy is qualified in its entirety by the complete text of such policy. With respect to the Global Talents and European Small Cap Equity strategy, the UK and Paris Participating Affiliates votes proxies for our clients managed according to that strategy. We have established a Proxy Policy and Procedures as well as adopted AXA IM’s Global Corporate Governance and Voting Policy (“AXA IM Voting Policy”). Under the terms of the PAAs, AXA IM has delegated certain administrative responsibilities for voting proxies of its clients to the select Participating Affiliates, as applicable. AXA IM and the Participating Affiliates have developed customized guidelines to assist in performing their duties on behalf of AXA IM. The policy of the Participating Affiliates is to vote proxies in the best interests of clients taking into account factors described in the Participating Affiliates’ proxy policy. When conflicts of interest between the Participating Affiliates and any of our clients arise, the Participating Affiliates will document and report such conflicts to AXA IM either directly and/or through periodic reporting, where AXA IM will advise such Participating Affiliate on (i) what actions to be taken to vote in the best interests of the AXA IM client and/or (ii) the required remedial actions to be taken in accordance with applicable law and/or regulation. The foregoing summary of the Participating Affiliates’ proxy policy is qualified in its entirety by the complete text of such policy. Clients who wish to obtain either a copy of the Participating Affiliates’ proxy voting policies and procedures or information as to how we or the Participating Affiliates voted securities in their account should contact our Chief Compliance Officer, AXA Investment Managers, Inc., 100 West Putnam Avenue, 4th Floor, Greenwich, CT 06830. please register to get more info

This item requires disclosure of any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Currently, there is no financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. please register to get more info