The Company Insight North America LLC (“INA”) was established in 2004 and is a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”). INA registered as an investment adviser with the United States Securities and Exchange Commission (“SEC”) on March 10, 2009. INA is part of the group of affiliated companies that individually or collectively provide investment advisory services under the brand ‘Insight’ or ‘Insight Investment’ (“Insight”). Insight includes, without limitation, the following affiliated entities: INA, Insight Investment International Limited (“IIIL”) (formerly known as Pareto Investment Management Limited until January 2018), Insight Investment Management Limited (“IIML”), Insight Investment Funds Management Limited (“IIFM”) and Insight Investment Management Global Limited (“IIMG”) (each an “Insight Affiliate” and collectively, “Insight Affiliates”). In providing asset management services to clients, INA receives services from other Insight Affiliates located in offices around the world. Investment management services are offered directly by INA to clients and may also be provided indirectly through a sub-advisory or delegation arrangement with another Insight Affiliate. INA, however, retains responsibility for the client relationship and oversees those services performed by Insight Affiliates with respect to each client’s account. Each Insight Affiliate may market the services and strategies of other Insight entities and may provide client services for its own clients or clients of other Insight Affiliates. Please see Item 10 for more information on the arrangements at Insight. INA is registered with the SEC as an investment adviser, is a member of the National Futures Association (“NFA”) and is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”). Assets under Management As of December 31, 2018, INA managed approximately $32 billion of regulatory assets under management (“AUM”) on a discretionary basis and $3 billion on a non-discretionary basis. INA AUM is generally aggregated with the AUM of its Insight Affiliates in advertisements, marketing and other promotional materials (“Marketing Materials”). The AUM used in the Marketing Materials is calculated differently than the regulatory AUM listed herein and is represented by the market value of cash, securities and derivatives held in client accounts. Where a client mandate requires INA to manage some or all of a client’s liabilities and INA is to be paid an investment management fee based upon the value of such liabilities, the AUM for the account will be based on the value of the liabilities plus the gross notional value of any derivatives used in the management thereof. A substantial amount of the Insight AUM is represented by IIMG and IIFM and its use of derivatives it manages in client accounts. IIMG and IIFM are investment managers registered with the Financial Conduct Authority and are domiciled in the United Kingdom. IIMG and IIFM are not currently registered with the SEC. 6 INSIGHT INVESTMENT INA Services INA provides discretionary and non-discretionary investment advisory services to institutional investors in the form of separate account and pooled vehicles across a wide variety of fixed income, risk management strategies including currency risk management and liability driven investing, absolute return and multi-asset capabilities (“Investment Advisory Services”). Additional information regarding INA strategies, including the methods of analysis, fees, and certain material risks, is included under Item 8, ‘Methods of Analysis, Investment Strategies and Risk of Loss.’ Investment Advisory Services INA provides tailored investment management services. Discretionary separate account clients may impose investment restrictions and other guidelines on the management of the account; however, doing so may limit INA’s ability to act for the account and, therefore, the performance of the account may differ and be lower than the performance of discretionary accounts managed in the same or similar strategy. Under certain circumstances, INA may decline to accept certain client-imposed guidelines or restrictions. Please see Item 16 for additional information about investment guidelines and restrictions. INA also offers investment advisory services to pooled vehicles (“Funds”), including private investment vehicles and structured products (each, a “Private Fund”) and registered investment companies (each a “Mutual Fund”). Each Fund has an investment objective and set of investment policies and/or guidelines. 7 INSIGHT INVESTMENT please register to get more info

The specific manner in which fees are charged by INA is established in a client’s written agreement with Insight. Fees for client accounts are generally based on the average or ending market value of the assets under management (“AUM”) in client accounts on either a monthly or quarterly basis. The AUM includes securities, cash and cash equivalents, which are valued using third-party pricing services or by INA when it reasonably believes third-party prices are incorrect. Fees are billed in arrears; although some clients may pay fees in advance at their own discretion. However, INA does not require prepayment of advisory fees. If a client has paid fees in advance, and the client terminates its account prior to the end of the accounting period, upon termination, INA will remit to the client the remaining prorated portion of any prepaid fees. INA reserves the right to negotiate minimum account sizes, which may be dependent upon various factors, including, but not limited to, the scope of the advisory services provided, economies of scale, a client’s total AUM across all strategies and across all accounts managed by Insight, the expectation of future assets and any historic relationship with Insight. INA reserves the right to negotiate different fees with clients, which may be higher or lower than those reflected herein. Certain clients, including employees of an Insight entity, may negotiate lower fees or be entitled to different terms and conditions than those of other clients. A minimum fee may also apply regardless of account size. INA may also offer separate accounts which are subject to incentive fees or performance fees, which are generally based on a share of capital gains on or capital appreciation of, the assets of a client. These performance fees are generally subject to a High Water Mark. Some performance fee arrangements are also subject to a Hurdle Rate. Any such performance fees will comply with the applicable requirements of the Investment Advisers Act of 1940, as amended (“Advisers Act”) and specifically Section 205-3 thereof (otherwise referred to as the ‘Performance Fee Rule’). Although fees may be negotiated, INA’s standard separate account fee schedule can be found on the following page. 8 INSIGHT INVESTMENT Strategy Annual Fees Investment Minimum
Fixed Income strategies
US Buy and Maintain 0.20% on the first $100 million 0.10% thereafter $100 million Enhanced Cash 0.15% on the first $100 million 0.10% thereafter $100 million Short Duration 0.20% on the first $100 million 0.15% thereafter $100 million US Core Fixed Income 0.22% on the first $100 million 0.15% thereafter $100 million US Core-Plus Fixed Income 0.30% on the first $100 million 0.20% thereafter $100 million US Corporate 0.25% on the first $100 million 0.17% thereafter $100 million US Intermediate Fixed Income 0.25% on the first $100 million 0.20% thereafter $100 million US Long Duration 0.25% on the first $100 million 0.20% thereafter $100 million US Select Income 0.35 the first $100 million 0.25% thereafter $100 million
Structured strategies
Asset-backed Securities (Secured Finance) 0.50% on the first $100 million 0.40% thereafter $100 million
Liability Driven Investing strategies
US Government Bonds

Derivative Overlay Completion Overlay 0.125 % on the first $100 million .10% thereafter .06% on gross notional exposure .06% on liability value hedged $100 million

$100 million $100 million Separate Accounts Investing in Insight Investment Funds If INA invests a portion of a client’s account assets in US SEC-registered investment companies (“Mutual Funds”) or Private Funds offered by an Insight Affiliate, the client’s account generally will not be charged an investment management fee by Insight on the portion of their account invested in such Fund(s). However, accounts that hold such Fund(s) will incur the costs related to being a shareholder or investor in such Funds, including management fees, administrative fees, and other similar fees as described in the prospectus and/or offering memorandum. The annual total net expense ratio for a particular Fund may be higher or lower than the management fee INA charges for that client’s separate account. Mutual Fund Fees INA provides discretionary investment management services to Mutual Funds. Each Mutual Fund’s prospectus will include information about the fees and expenses paid by investors in each Mutual Fund, as well as the management fees received by IIIL for investment management services provided to each Mutual Fund. 9 INSIGHT INVESTMENT Where INA has been appointed as a Sub-Adviser to a Mutual Fund, INA receives compensation for investment management services from the Mutual Fund. This compensation is agreed with the adviser to the Mutual Fund who may be an affiliate of Insight. Please see Item 10 for details of Insight’s affiliates. Private Fund Fees The applicable fees and expenses are set forth in each Private Fund’s investment advisory agreement, subscription agreement and/or other governing documents, or the offering memorandum, if applicable. Fees may consist of a management fee and, as applicable, an incentive fee or performance-based fee. Management fees are generally based on a per annum percentage of underlying assets. Performance fees are generally based on a share of capital gains on or capital appreciation of, and the income generated by, the assets of a client. These performance fees are generally subject to a High Water Mark. Private Funds may also be subject to additional charges such as custody, brokerage and other transaction costs, administrative and other expenses. Fees are generally not negotiable, though they may be waived or deferred at the discretion of the Private Fund in accordance with the Private Fund’s offering materials. Such waivers and deferrals will cause some clients or groups of clients to pay fees that are different from the basic fee schedules disclosed in Private Fund offering materials. Please see the applicable Private Fund’s offering materials for further information regarding fees. Some Private Fund investors, including employees of Insight, may negotiate or be entitled to terms and conditions that differ from those of other Private Fund investors, with respect to fees and other provisions. Private Funds are not appropriate for all investors. Eligible prospective investors and current investors may refer to each Private Fund’s confidential Private Placement Memorandum for a complete list of risks, expenses, investment minimums and other important information. Where INA has been appointed as an Adviser or a Sub-Adviser to a Private Fund, INA receives compensation for investment management services from the Private Fund. Additional Fees and Expenses In addition to investment advisory fees, clients may incur fees or expenses charged by, and paid directly to, third parties including broker-dealers and/or custodian banks, whether or not securities are being purchased, sold or held in client accounts, including, but not limited to, custody, brokerage and other transaction costs, and administrative and other expenses. Custodial fees are negotiated between the client and the respective custodian. INA does not generally recommend custodians to its clients, nor is the INA involved in the negotiation of custodian relationships. Examples of other costs and expenses may include, but are not limited to, mark- ups, mark-downs, spreads and other amounts included in the price of a security, odd-lot differentials, exchange fees, SEC fees, advisory and administrative fees charged by mutual fund companies and exchange- traded funds (ETFs), transfer taxes, and wire transfer and electronic fund processing fees. Please see Item 12 for a discussion of INA’s brokerage practices. 10 INSIGHT INVESTMENT please register to get more info

Management Advisers are subject to certain fiduciary standards under federal law and owe clients an affirmative duty of utmost good faith to act solely in the best interests of the client and to make full and fair disclosure of all material facts, particularly where the adviser’s interests may conflict with the client’s best interest. In this section, INA describes its performance based fee arrangements and its side-by-side management activities and the inherent conflicts in such arrangements. INA manages accounts and Private Funds that may pay a performance fee. These arrangements provide for a management fee, based on the market value of the portfolio at specified month/quarter ends, plus a performance fee based on the portfolio’s return in excess of a specified benchmark during a designated period of time. For more detailed information on how performance fees are calculated, please see the relevant offering documents. ‘Side-by-side management’ refers to INA’s simultaneous management of multiple types of client accounts or investment products with both performance and non-performance based fee structures. Side-by-side management gives rise to a variety of potential and actual conflicts of interest for Insight, its employees and supervised persons. Insight Affiliates likewise manage a variety of separate accounts and Funds. Personnel who provide services to clients on behalf of INA are supervised persons of INA when providing those services and may work for other Insight Affiliates as dual officers. Please see Item 10 for a description of these arrangements. When INA and Insight Affiliates concurrently manage client accounts/investment products, and particularly when employees are acting for more than one Insight entity, this presents the same conflicts as described below. With respect to INA’s investment advisory services, performance-based or incentive fee arrangements may create an incentive for INA to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements may also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Conflicts of Interest Relating to Performance Based Fees When Engaging in Side-by-Side Management INA manages accounts that are charged a performance-based fee and other accounts that are charged a different type of fee, such as an asset-based fee. INA may have a financial incentive to favor accounts with performance-based fees because INA (and INA employees and supervised persons) may have an opportunity to earn greater fees on such accounts as compared to accounts without performance-based fees. Thus, INA may have an incentive to direct its best investment ideas to accounts that pay performance-based fees, and to allocate, aggregate or sequence trades in favor of such accounts. INA may also have an incentive to give accounts with performance-based fees better execution. Portfolio managers’ compensation is not based on the performance of individual accounts and the compensation structure provides no incentive for portfolio managers to favor performance-based fee accounts. INA has implemented procedures that are designed to treat all of INA clients fairly over time and seeks to prevent any client or group of clients from being systematically favored or disadvantaged. For example, INA has trading policies and procedures which are designed and implemented so that all clients are treated fairly and equitably over time, and to prevent different fee arrangements from influencing the allocation of investment opportunities among clients or the trading we undertake. 11 INSIGHT INVESTMENT INA monitors these conflicts and potential conflicts. To mitigate such conflicts of interest or potential conflicts of interest, INA has established policies and procedures, including, among others, a Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12, Brokerage Practices. Each Insight entity is responsible for implementing these policies and procedures, which are reasonably designed to monitor, detect and prevent such conflicts of interest. 12 INSIGHT INVESTMENT please register to get more info

Insight provides investment advice to a wide variety of institutional clients, including but not limited to: US and non-US corporations, corporate pension plans, Taft-Hartley plans, public plans, charitable institutions and foundations, municipalities, insurance companies, reinsurance companies and other US and non-US institutions. Insight may also act as adviser and/or sub-adviser to Mutual Funds and Private Funds. Separate Account Requirements INA requires clients to execute a written agreement with INA granting it authority to manage their assets or exposures. There is also a minimum account size for separate accounts which varies depending on the strategy of the account and accounts may also be subject to a minimum account fee. INA may consider accepting smaller accounts depending on the nature of the client and prospective incremental funding rates or when a relationship currently exists with the client. INA may also elect to waive the minimum and negotiate fee rates at its sole discretion. Mutual Funds and Private Funds Investors in Mutual Funds or Private Funds that are managed or advised by INA will be subject to different minimum investments and other requirements dependent upon the particular vehicle in which they are invested. Investors should consult the relevant offering documents for each Mutual Fund or Private Fund for a full discussion of the requirements of that vehicle. Requirements for the Establishment of an Account with INA As a subsidiary of BNY Mellon, Insight has adopted policies and procedures aimed at establishing consistent standards and processes throughout BNY Mellon and its subsidiaries with respect to identifying, investigating and reporting fraud, money laundering and other illegal, suspicious or unusual activity. These policies and procedures implement minimum standards for identifying, accepting, documenting, and approving customers. Therefore, in order to establish a relationship with a separate account client, Insight requires certain identifying information and documentation that will allow us to identify and verify the client. Each Fund investor will be required to provide information as required by the transfer agent and/or Fund administrator to each specific Fund. 13 INSIGHT INVESTMENT please register to get more info

of Loss Insight offers a variety of investment strategies to clients through both separate accounts and Funds. Below is a description of Insight strategies and the risks inherent in the strategies. Clients should also be aware that Insight and its affiliates perform investment advisory services for various clients. Insight may give advice and take action in the performance of its duties with respect to any of Insight’s other clients which may differ from the advice given, or the timing or nature of action taken, with respect to another client. Insight has no obligation to purchase or sell for a client any security or other property which Insight purchases or sells for its own account or for the account of any other client, if it is undesirable or impractical to take such action. Insight may give advice or take action in the performance of its duties with respect to any of its clients which may differ from the advice given, or the timing or nature of action taken by its affiliates on behalf of their clients. Methods of Analysis Investment Philosophy and Process Insight’s fixed income investment philosophy focuses on the delivery of consistent performance by virtue of two key investment principles: precision and diversification. While neither concept, if looked at individually, is necessarily unique, it is the way Insight investment managers combine and apply them that Insight believes is a unique approach to investment management:  Precision: in assessing investment opportunities, Insight seeks to include only those elements of market risk that it considers attractive and it aims to eliminate unintended risks of which it is aware.  Diversification: Insight seeks to add value through active management of risk and return across a broad range of investment opportunities using proprietary management techniques. Insight believes that understanding and managing the allocation of risk within a portfolio is a key factor in achieving the goal of consistent performance. Insight uses the concept of units of risk. This allows Insight to apply uniform amounts of risk in the portfolio via different investment decisions with the size of positions being appropriate to each client’s risk appetite as specified in the investment guidelines. Insight’s ‘units of risk’ approach is an asset allocation approach that enables its portfolio managers to express its active fixed income and currency views within a consistent framework. The portfolio manager’s role is to apply the units of risk allocation, together with individual security views in the context of the investment restrictions, return objective and underlying approach of the particular strategy. For strategies with limited or single sources of risk/return, the units of risk will be less relevant; however, all portfolios will reflect its overarching investment views. There are five broad investment areas which Insight identifies as the main sources of risk and potentially of added value within fixed income: market allocation, duration and yield curve, credit and sector strategy, security selection and currency selection. Insight believes that all these areas are equally important and can have an equally significant impact on portfolio performance. However, emphasis on each of the sources can vary at different points in time according to its views of prevailing market conditions. 14 INSIGHT INVESTMENT 1. Market Allocation Insight’s assessments are based on macro-economic fundamentals. For sovereign analysis, Insight leverages the expertise of its Global Rates and Macro Research and Insight’s Strategy Teams. Macroeconomic analysis is undertaken by portfolio managers within its government bond teams as part of their portfolio management duties and augmented by bespoke economic research. 2. Duration and Yield Curve When managing portfolio duration, Insight is taking a view on the direction of bond yields and interest rates. To achieve a level of consistency across markets in this area Insight focuses upon three key factors: strategic forecast for bond yields over the next twelve months, tactical view of markets over a much shorter period, and the output of its proprietary momentum model. 3. Credit and Sector Strategy  value assessment to construct a fair value spread based on forecast five-year losses and fair- value risk premia;  a strategic forecast for the market over the next twelve months; and  a tactical view of markets over a much shorter period, typically up to three months. Insight’s sector allocation within credit: Insight’s sector allocation recommendations are based on the collective views of the analysis team on fundamentals, technical score and valuations for each of its predefined sectors. These views are then each assigned a rating of under/over/neutral-weight. 4. Security Selection The selection of individual securities is based on an evaluation of proprietary measures of yield and price movements for securities relative to others of similar maturity. Within government bonds, Insight assesses potential global opportunities within different countries’ government bond markets. Within municipal bonds, Insight is making an assessment of opportunities within different states, local governments, and other taxing and/ or revenue authorities that generally provide a public service. Part of the analysis includes an assessment of the economic, political, and demographic risks of various political subdivisions that could give rise to deterioration in credit quality. Within corporate bonds, each analyst is assigned a sector and within that a list of issuers based on Insight’s pre-defined coverage universe. The analysts assess a narrowed list of investable credits for credit fundamentals and other risks that could give rise to a sharp deterioration in credit quality and assign an independent internal credit rating to each issuer. As part of this process, the analysts identify, score and document specific factors that could negatively impact a company’s credit profile in Insight’s ‘landmine checklist.’ Additionally, and after undertaking relative value analysis with a defined sector universe, for a subset of liquid tradable names, the analyst will assign a performance rating ranging from 1 to 4. Within emerging market debt, analysts filter the investible emerging market countries, with the aim of identifying country/company risks and investment opportunities. As Insight’s top-down views and bottom-up credit assessments are formulated, Insight expresses these views, (its ‘best ideas’) through asset allocations on an active and dynamic basis. The team takes into account further detailed analysis focusing on both quantitative and qualitative factors which help to identify country risks and investment opportunities including: 15 INSIGHT INVESTMENT  Quantitative factors: balance of payment positions, relative currency strength, growth prospects, market technicals, political cycles and structural reforms.  Qualitative views are formulated as Insight plans different scenario models. In its scenarios, Insight considers a broad range of factors including local and international behavior to policy decisions and changing market conditions, liquidity, credit quality and the potential changes to investor behavior. Having considered the factors, views are then transformed into the construction of the overall shape of the portfolio. Insight’s investment team has developed a framework which allows them to compare valuations across countries, market sectors and investment instruments, enabling them to target the most attractive risk/return investment opportunities. As trades are selected, they are assessed for their specific volatility characteristics so that position concentration is appropriate for the portfolio. A risk/reward assessment is completed prior to investment execution, on a position basis and on a portfolio level. 5. Currency selection Where investment guidelines permit, the Currency Team takes positions across the full range of G10 and emerging currencies which provides scope for building diversified currency exposures. Investment Strategies Insight offers management of a wide range of fixed income strategies across the full range of bond markets including corporate, government and inflation linked bonds globally, emerging market debt, currency strategies and a broad range of derivatives including interest rate swaps, inflation swaps, credit default swaps, currency swaps, futures, options and foreign exchange contracts. All of Insight’s strategies can be managed on an absolute return basis or versus a comparative index. Insights’ absolute return strategies have no specific restrictions with regards to strategic allocation ranges and the portfolio managers take both long and short positions so investors can aim to profit in falling markets and should experience lower volatility than by investing in long-only strategies. Fixed Income Strategies Fixed income strategies may be available through Funds or on a separate account basis. Described below are the principal investment strategies Insight uses in formulating investment advice and managing assets for fixed income strategies. 16 INSIGHT INVESTMENT Enhanced Cash Management Strategy Enhanced Cash Management strategy seeks to provide the liquidity of traditional money market funds but with a desire to migrate away from the restrictions of SEC rule 2A-7 in search of higher yield. The benchmark is the Bank of America Merrill Lynch US 3-Month Treasury Bill Index. The strategy normally will invest its assets in a diversified portfolio of fixed income securities. The strategy purchases securities based on their yield or potential capital appreciation, or both. This strategy will primarily purchase investment grade securities rated ‘Baa3’ by Moody’s or ‘BBB-’ by S&P or Fitch or higher, but may invest up to 10% of the strategy in non- benchmark securities. The strategy uses top-down economic and market forecasting (such as interest rate trends and yield curve shifts) with elements of bottom-up sector allocation and security selection to construct a portfolio of fixed income securities with varying maturities but with an average duration of less than 1 year. Results from sector specialist research, model inputs and relative value assessments determine appropriate sector allocations. The strategy then focuses on security selection, analyzing credit risk based on, among other things, management depth and experience, competitive advantage, market position and overall financial strength. Principal risks include, but are not limited to, interest rate risk, credit risk, liquidity risk and management risk. Global Alternative Credit strategy The Global Alternative Credit strategy’s investment objective is to maximize total return from income and capital appreciation. The strategy seeks to achieve its investment objective mainly through investment in a portfolio of debt and debt-related securities, loan investments, structured credit instruments such as asset- backed securities and derivative instruments and applies Insight’s top-down credit strategy for sector and strategy rotation and from a bottom-up perspective its credit analysis, valuation, modeling and structuring expertise. The investment style is opportunistic, long and short, and the portfolio managers actively manage risk for investment and hedging purposes. The strategy is unconstrained and may invest across developed and emerging market investment grade, below investment grade, public and private credit instruments including asset-backed securities, corporate bonds, bank loans, private loan instruments and derivatives. Currently, the strategy is only available in a pooled vehicle and is not available as a separate account. Short Duration Strategy The Short Duration strategy seeks high total return consistent with preservation of capital. The benchmark is the Bank of America Merrill Lynch 1-3 Year US Treasury Index. The strategy purchases fixed income securities based on their yield or potential capital appreciation, or both. This strategy will primarily purchase investment grade securities rated Baa3 by Moody’s or BBB- by S&P or Fitch or higher, but may invest in non- benchmark securities. The strategy uses top-down economic and market forecasting (such as interest rate trends and yield curve shifts) with elements of bottom-up sector allocation and security selection to construct a portfolio of fixed income securities with varying maturities but with an average duration of between 1.5 and 2.5 years. Results from sector specialist research, model inputs and relative value assessments determine appropriate sector allocations. The strategy then focuses on security selection, analyzing credit risk based on, among other things, management depth and experience, competitive advantage, market position and overall financial strength. Principal risks include, but are not limited to, interest rate risk, credit risk, liquidity risk and management risk. 17 INSIGHT INVESTMENT US Buy and Maintain Strategy Insight’s US Buy and Maintain strategy seeks to deliver credit market returns by investing in a selection of preferred issuers and sectors from the broadest possible opportunity set, which pass its rigorous investment screening process. The buy and maintain approach aims to avoid the flaws of a passive index-tracking approach, such as issuer and sector concentration. Insight’s credit research process focuses on selecting companies with, in Insight’s opinion, the best long-term fundamentals. Insight also insists on ready access to management and sound financial reporting that Insight feels is necessary for its analysis. Insight’s approach aims to: diversify issuer exposure, limit sector concentration, and avoid unsuitable issuers and unsuitable instruments (such as hybrid debt). Lastly, Insight typically avoids forced selling simply due to a downgrade from a credit rating agency. Importantly, for buy and maintain mandates Insight invests for the long term; Insight is not constrained by tracking error or short-term performance targets and can therefore focus on long- term structural relative value that may take time to play out. While there is minimal turnover, Insight actively manages credit quality. US Core Fixed Income Strategy The US Core Fixed Income strategy seeks to maximize risk-adjusted total return, combining income and capital appreciation. The benchmark is the Bloomberg Barclays US Aggregate Index. The strategy invests its assets in a diversified portfolio of investment grade fixed income securities but the strategy may invest up to 10% in out- of-benchmark securities which may include high yield, emerging market debt, collateralized loan obligations, esoteric asset-backed securities, TIPs, and tax exempt securities. The strategy purchases securities based on their yield or potential capital appreciation, or both. The strategy uses top-down economic and market forecasting (such as interest rate trends and yield curve shifts) with elements of bottom-up sector allocation and security selection to construct a portfolio of fixed income securities with varying maturities but with an average duration within a +/- 20% range of the benchmark duration. Results from sector specialist research, model inputs and relative value assessments determine appropriate sector allocations. The strategy then focuses on security selection, analyzing credit risk based on, among other things, management depth and experience, competitive advantage, market position and overall financial strength. US Core Plus Fixed Income Strategy The investment objective of the US Core Plus Fixed Income (Core Plus) strategy is to maximize risk-adjusted total return from a combination of income and capital appreciation. The strategy seeks to achieve its objective by investing primarily in a diversified portfolio of fixed income securities. Active management of interest rate positioning, sector allocations and security selection are the key drivers of total return. Interest rate exposure is managed within a +/- 20% range of benchmark duration. The strategy has the ability to invest up to 25% in out- of-benchmark securities, including high yield, emerging market debt, collateralized loan obligations, esoteric asset-backed securities, TIPs and non-dollar securities. The benchmark for the strategy is the Bloomberg Barclays US Aggregate Bond Index. The investment universe is broadly comprised of the fixed income sectors and includes government bonds, corporate bonds, high yield bonds, global bonds, emerging market bonds, municipal bonds, and asset-backed and mortgage-backed bonds. The strategy seeks to generate alpha over a full economic cycle through varying sector allocations, security selection, duration/curve positioning and risk positioning. Through a full cycle, the strategy seeks superior risk- adjusted returns (Sharpe ratio, Information ratio) versus the index and versus peers. On an absolute basis, and versus an index, the strategy will undertake credit risk, interest rate risk and liquidity risk. 18 INSIGHT INVESTMENT US Corporate Strategy The investment objective of the US Corporate strategy is to maximize risk-adjusted total return from a combination of income and capital appreciation. The strategy seeks to achieve its objective by investing primarily in a diversified portfolio of investment grade credit securities but the strategy may invest in out-of- benchmark securities. Dynamic sub-sector allocations and security selection are the key drivers of total return. Interest rate exposure is managed within a +/- 10% range of benchmark duration. The benchmark for the strategy is the Bloomberg Barclays US Credit Index. The strategy seeks to generate alpha over a full economic cycle through varying sub- sector allocations, security selection, duration/curve positioning and risk positioning. Through a full cycle, the strategy seeks superior risk-adjusted returns (Sharpe ratio, Information ratio) versus the index and versus peers. On an absolute basis, and versus an index, the strategy will undertake credit risk, interest rate risk and liquidity risk. US Intermediate Fixed Income Strategy The US Intermediate Fixed Income strategy seeks to maximize risk-adjusted total return, combining income and capital appreciation. The benchmark is the Bloomberg Barclays Intermediate US Government/Credit Index. This strategy will primarily purchase investment grade securities rated Baa3 by Moody’s or BBB- by S&P or Fitch or higher. The strategy uses top-down economic and market forecasting (such as interest rate trends and yield curve shifts) with elements of bottom-up sector allocation and security selection to construct a portfolio of fixed income securities with varying maturities but with an average duration within a +/- 20% range of the benchmark duration and maximum maturities generally limited to 10 years. Results from sector specialist research, model inputs and relative value assessments determine appropriate sector allocations. The strategy then focuses on security selection, analyzing credit risk based on, among other things, management depth and experience, competitive advantage, market position and overall financial strength. Risks include, but are not limited to, interest rate risk, credit risk, liquidity risk and management risk. US Select Income Strategy The US Select Income strategy is a credit intensive strategy that is designed to seek sustainable income and high total return over a full economic cycle. It is a strategy focused on capturing ‘smart yield’. The strategy adds value through global diversification by finding bonds issued by world class companies regardless of where they are domiciled, including the emerging markets, primarily through sector or industry positions in the quasi- sovereign or corporate space. Relative value is emphasized across a full breadth of asset classes and throughout the capital structure including typically up to 25% is allowed in below investment grade securities to add incremental yield and return to the strategy. The benchmark is the Bloomberg Barclays US Credit Index. A minimum of 80% of the strategy’s assets are allocated to debt securities. The fixed income investment universe includes government bonds, corporate bonds, global bonds, emerging market bonds, municipal bonds, and asset-backed and mortgage-backed bonds. The strategy seeks to generate alpha over a full economic cycle through varying sector allocations, security selection, duration/curve positioning and risk positioning. Through a full cycle, the strategy seeks superior risk-adjusted returns (Sharpe ratio, Information ratio) versus the index and versus peers. On an absolute basis, and versus an index, the strategy will undertake credit risk, interest rate risk and liquidity risk. 19 INSIGHT INVESTMENT US Long Duration Strategy The investment objective of the US Long Duration strategy is to maximize risk-adjusted total return from a combination of income and capital appreciation. The strategy seeks to achieve its objective by investing primarily in a diversified portfolio of investment grade fixed income securities, but may also invest in out-of- benchmark sectors. Dynamic sector allocations and security selection are the key drivers of total return. Interest rate exposure is generally managed within a +/- 10% range of benchmark duration. The benchmark for the strategy is the Bloomberg Barclays US Long/Government Credit Index. The investment universe is broadly comprised of the US fixed income sectors and includes government bonds, corporate bonds, high yield bonds, global bonds, emerging market bonds, municipal bonds, and asset-backed and mortgage- backed bonds. The strategy seeks to generate alpha over a full economic cycle through varying sector allocations, security selection, duration/curve positioning and risk positioning. Through a full cycle, the strategy seeks superior risk- adjusted returns (Sharpe ratio, Information ratio) versus the index and versus peers. On an absolute basis, and versus an index, the strategy will undertake credit risk, interest rate risk and liquidity risk. Structured Strategies Structured strategies are available through pooled vehicles and may be incorporated as a partial allocation within Insight’s fixed income strategies. Described below are the principal investment strategies INA uses in formulating investment advice and managing assets for structured strategies. Asset-backed Securities (ABS) Strategy (Secured Finance) The Secured Finance strategy invests in structured asset-backed securities (ABS), collateralized loan obligations (CLOs), commercial real estate (CRE) loans and other syndicated bank loans. The strategy seeks to generate excess returns while preserving credit quality, and remaining relatively liquid and unlevered. Secured finance markets are complex, inefficient and often mis-priced; a premium is available from secured finance that is associated with the complexity and sometimes, illiquidity, of underlying assets; rather than credit risks. Insight seeks to maximize yield from a diversified portfolio of high quality secured finance investments. Insight relies on an asset allocation model to help identify relative value across markets, countries, sectors and credit risk. The output of this process is a qualitative and quantitative framework comparing value across security and lending markets. The portfolio managers have discretion to construct portfolios using this framework as a guide, subject to key philosophical tenets and fund level constraints. The philosophical principles informing portfolio construction include not layering credit and illiquidity risks (they will be higher in the capital structure in less liquid loans), ensuring an adequate illiquidity premium is received for making a less liquid investment; and focusing on negotiating transaction structures and security packages for less liquid investments. Investment Universe Adopting a flexible approach to allocation means the strategy can protect investors from deterioration in valuations of any one specific sector through compressing margins or through increasing credit risk. The ability to tactically rotate between public secured finance markets (e.g. ABS, CLOs) and private lending markets (e.g. CRE loans) is designed to maximize credit spread premia available across credit markets at any point in time. 1. Consumer and residential: underlying collateral is consumer or residential in nature i.e. owner-occupier, buy-to-let (BTL), bridge mortgages, consumer credit card and auto loans etc. Transactions can occur globally but have historically been domiciled in the UK and continental Europe. They can be public or private in nature and exposure is to the performance of a pool of consumer loans or residential mortgages, 20 INSIGHT INVESTMENT not performance of original lenders as these instruments are designed to be bankruptcy remote from originators. 2. CRE: underlying collateral is commercial in nature i.e. loans backed by office assets, retail malls, hotels, light industrial etc. These transactions can occur globally. They can take two forms; public CRE securities (typically listed and AAA-B rated) and private CRE loans (3-5yr in nature, typically A-BBB rated). 3. Secured corporate: underlying collateral is corporate in nature i.e. large corporate or SME investments, in public or private securities, or corporate exposure secured against assets or real estate. Underlying risk exposure can also be against a pool of trade finance receivables – effectively short dated corporate risk. They can take two forms: Public securities; CLOs (structured into different levels of seniority ranging from AAA-B); Private loans: warehouse facilities or term loans where either the facility serves to provide a bridge to securitization or where facility is held to term. Insight takes security over underlying pool of corporate/SME loans (typically rated AAA to A with high ratings achieved through security over loans and seniority in the capital structure). Leveraged Loan Strategy The Leveraged Loan strategy, generally, seeks attractive risk-adjusted total returns while focusing on capital preservation. The team’s investments may be made through securitized vehicles, such as collateralized loan obligations, or in comingled funds or separately managed accounts. Generally CLO vehicles are subject to various constraints and the underlying leveraged loan portfolios are not managed versus a specific market benchmark, but rather to achieve a high stable return for subordinated noteholders. Generally, comingled funds or separately managed accounts would be managed against the Credit Suisse US Leveraged Loan Index or, when appropriate, the Western European Leveraged Loan Index. The strategies primarily invest in US and non- US leveraged loans but portfolios may also include emerging markets loans, US and non-US high yield bonds and secured finance assets such as CLO liabilities and asset-backed loans. Portfolios may also employ various fixed income derivatives (interest rate, foreign exchange, basis, total return) including futures, options, swaps and forward contracts. For some portfolios the investment universe is narrowed. The strategy seeks to generate alpha through sector allocation, security selection, and credit risk management. Liability Driven Investing Liability Driven Investment (LDI) Strategy Insight’s LDI solution seeks to address relevant investment risks associated with managing a pension plan’s or other institutional investor’s solvency, including, for example, interest rate and, where appropriate, inflation risk. The primary objective for Insight’s LDI mandates is to build and manage a portfolio of assets that delivers an effective risk management solution. Solutions typically aim to contribute to a reduction of risk or facilitate efficient portfolio management. LDI solutions are client specific and typically use a combination of cash, fixed income assets and derivative instruments. Insight tailors solutions to the client’s individual requirements. The solution for some clients incorporates the exposure of physical bonds managed by Insight and other third party managers. Mandates are managed by a dedicated team of LDI portfolio managers. Multi-Asset (Broad Opportunities Strategy) The Insight broad opportunities strategy is a diversified growth solution which dynamically invests across a wide range of asset classes with the aim of delivering attractive, positive long-term returns. 21 INSIGHT INVESTMENT Insight’s investment philosophy for the strategy is based on the premise that a focus on less volatile returns, in combination with an integrated, multi-faceted approach to risk management, can deliver better investment outcomes. Insight aims to use the broadest possible opportunity set to generate returns and diversify risk. Insight seeks to benefit from directional trends across asset classes when the investment environment is conducive to good performance and to avoid asset classes when the opposite is true. Insight’s directional holdings are blended with less-directional sources of return that both serve to reduce overall portfolio volatility and also to limit the extent of potential drawdowns. Risk Analysis Insights’ strategies are implemented through transactions in physical securities and in derivative instruments in the currency, credit and interest rate markets. Although these markets are generally highly liquid, transaction costs do have an impact on performance and there is a risk that volatile market conditions will require a higher level of activity than normal. This would negatively impact performance through higher transaction costs. Each investment strategy Insight offers invests in a variety of securities and other assets and employs a number of investment techniques that involve certain risks. The following is a summary of the material risks for Insight, its investment strategies, security types and investment techniques. The information contained in this brochure cannot disclose every potential risk associated with an investment strategy. Rather, it is a general description of the nature and risks of the strategies and securities that clients may include in their investment guidelines. Investors in Funds should review the prospectuses, offering memorandums and statements of additional information or the Sub-Advisers’ and/or Fund disclosure documents for additional information about risks associated with those products. Asset-backed and Mortgage-backed Securities Risks Traditional debt securities typically pay a fixed rate of interest until maturity, when the entire principal amount is due. By contrast, payments on mortgage-backed securities (“MBS”) typically include both interest and partial payment of principal. Principal may also be prepaid voluntarily, or as a result of refinancing or foreclosure. The strategy may have to invest the proceeds from prepaid investments under less attractive terms and yields. Compared to other debt, MBS are less likely to increase in value during periods of declining interest rates and have a higher risk of decline in value during periods of rising interest rates. They can increase the volatility of the strategy. Some MBS receive only portions of payments of either interest or principal of the underlying mortgages. The yields and values of these investments are extremely sensitive to changes in interest rates and in the rate of principal payments on the underlying mortgages. The market for these investments may be volatile and limited, which may make it difficult to buy or sell them. Asset-backed securities (“ABS”) are structured like MBS, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle instalment sales or instalment loan contracts, leases of various types of real estate and personal property and receivables from credit card agreements. 22 INSIGHT INVESTMENT Because ABS generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, ABS present certain additional risks that are not present with MBS. For example, the ability of an issuer of ABS to enforce its security interest in the underlying assets may be limited. MBS and ABS are generally issued in multiple classes, each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages or other assets allocated among the several classes in various ways. Payment of interest or principal on some classes may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages or other assets. In some cases, the complexity of the payment, credit quality and other terms of such securities may create a risk that terms of the security are not fully transparent. In addition, the complexity of MBS and ABS may make accurate valuation of such securities more difficult, particularly where the security is customized. In determining the average maturity or duration of an MBS or ABS, Insight must apply certain assumptions and projections about the maturity and prepayment of such security; actual prepayment rates may differ. If the life of a security is inaccurately predicted, the strategy may not be able to realize the expected rate of return. In addition, many MBS and ABS are subject to heightened liquidity risk. The number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. Bank Loans and Participations Bank loans and derivatives of bank loans and participations are subject to unique risks, including (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations and (iv) limitations on the ability of the strategy to directly enforce its rights with respect to participations. In analyzing each bank loan assignment or swap, Insight must compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the investors. Call Risk Some bonds / mezzanine debt instruments (collectively, ‘bonds’) give the issuer the option to call, or redeem, the bonds before their maturity date. If an issuer ‘calls’ its bond during a time of declining interest rates, the strategy might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of ‘callable’ issues are subject to increased price fluctuation. Commercial Mortgage Backed Securities Risk Risks include the effects of general and local economic conditions on real estate values, the conditions of specific industry segments, the ability of tenants to make lease payments and the ability of a property to attract and retain tenants, which in turn may be affected by local conditions such as oversupply of space or a reduction of available space, the ability of the owner to provide adequate maintenance and insurance, changes in management of the underlying commercial property, energy costs, government regulations with respect to environmental, zoning, rent control, bankruptcy and other matters, real estate and other taxes, and prepayments of the underlying commercial mortgage loans (although such prepayments generally occur less frequently than prepayments on residential mortgage loans). 23 INSIGHT INVESTMENT Commercial Real Estate Loans Risk Insight may invest in loans secured by various types of commercial real estate, including but not limited to multifamily, hotel, retail, office, industrial, and mixed-use properties (collectively “CRE Loans”). Such Loans are subject to normal credit risks as well as those generally not associated with traditional debt instruments. The ability of the borrowers to repay the Loans will typically depend upon the successful renovation or rehabilitation and operation of the related real estate projects and the availability of financing. Any factors that affect the ability of the projects to generate sufficient cash flow could have a material effect on the value of the Loans. Such factors include, but are not limited to (a) the uncertainty of cash flow to meet fixed obligations, (b) adverse changes in general and local economic conditions, including interest rates and local market conditions, (c) tenant credit risks, (d) the unavailability of financing, which may make the operation, sale, or refinancing of a property difficult or unattractive, (e) vacancy and occupancy rates, (f) construction and operating costs, (g) regulatory requirements, including zoning, rent control and real and personal property tax laws, rates and assessments, (h) environmental concerns, (i) project and borrower diversification, (j) vandalism (with attendant security costs), (k) uninsured losses, (l) restrictions and compliance costs imposed by the Americans with Disabilities Act and similar federal, state, or local laws, and (m) general nonrecourse status. In addition, commercial properties often involve a single user or tenant, or relatively few tenants, which can increase risk of loss. Commercial property specifications may be tailored to the requirements of particular users or tenants and, accordingly, it may be difficult, costly and time consuming to liquidate such properties or attract new tenants. Commodity Sector Risk Exposure to the commodities markets may subject the client to greater volatility than investments in traditional securities. The values of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and bonds. Investments linked to the prices of commodities are considered speculative. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of factors, including: changes in supply and demand relationships, weather, agriculture, trade, fiscal, monetary and exchange control programs, disease, pestilence, acts of terrorism, embargoes, tariffs and international economic, political, military and regulatory developments. The commodity markets are subject to temporary distortions or other disruptions due to a variety of factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. US futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices, which may occur during a single business day. These limits are generally referred to as ‘daily price fluctuation limits’ and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a ‘limit price.’ Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the commodity- linked investments. Common Stock Risk The marketplace for publicly trade equity securities is volatile, and the price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic circumstances. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by a client. 24 INSIGHT INVESTMENT A common stock may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive circumstances within an industry. The value of a particular common stock held by a client may decline for a number of other reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical and prospective earnings, the value of its assets and reduced demand for its goods and services. Also, the price of common stocks is sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which a client has exposure. Common stock prices fluctuate for several reasons including changes in investor perceptions of the financial condition of an issuer or the general condition of the relevant stock market or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Common stock in which a client may invest is structurally subordinated to preferred stock, bonds and other debt instruments in a company’s capital structure and is therefore inherently more risky than preferred stock or debt instruments of such issuers. Concentration Risk If Insight concentrates its investments in issuers within the same country, state, industry or economic sector, an adverse economic, business or political development may affect the value of a client’s investments more than if such client’s investments were not so concentrated. Also, the extent Insight invests a larger percentage of a client’s account in a relatively small number of issuers; it may be subject to greater risks than a more diversified account. That is, a change in the value of any single investment held by a client account may affect the overall value of any single investment held by a client may affect the overall value of the account more than it would affect an account that holds more investments. Correlation Risk Strategies allocate investments among different asset classes and so are subject to correlation risk. Although the prices of equity securities and fixed income securities, as well as other asset classes, often rise and fall at different times so that a fall in the price of one may be offset by a rise in the price of the other, in down markets the prices of these securities and asset classes can also fall in tandem. Counter-party and Settlement Risk There is a risk that the counter-party may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counter-party, there may be delays in liquidating the position and significant losses may be incurred. If a counter-party was unable to meet its contractual obligations under certain derivative contracts, the client account in relation to which Insight had entered into that derivative could incur a loss and this would have an adverse effect on the value of the client account. A client account may concentrate any or all of its derivatives with one counter-party and the fact that derivatives may be entered into over-the-counter, rather than on a regulated market may increase this risk. This risk may be mitigated by receiving collateral. Credit Risk Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a bond, can cause a bond’s price to fall, potentially lowering the value of the client account. 25 INSIGHT INVESTMENT Current Market Conditions and Governmental Actions Beginning in the fourth quarter of 2008, world financial markets experienced extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. These events have largely been attributed to the combination of a real estate bubble in the US and the securitization and deregulation of real estate mortgages in a way that made the risks of mortgage- backed securities difficult to assess. In reaction to these events, regulators in the US and several other countries undertook unprecedented regulatory actions. Today, such regulators continue to consider and implement additional measures to stabilize and encourage growth in US and global financial markets including the Eurozone which is experiencing a period of instability and reduced liquidity. It is uncertain whether the regulatory actions taken by regulators will be able to prevent further losses and volatility in securities markets, or stimulate the credit markets. Insight’s strategies may be materially adversely affected by the foregoing events, or by similar or other events in the future. In the long-term, there may be significant new regulations that could limit Insight’s, activities and investment opportunities or change the functioning of capital markets, and there is the possibility that the severe worldwide economic downturn could continue for a period of years. Consequently, Insight may not be capable of, or successful at, preserving the value of assets, generating positive investment returns or effectively managing risks. Legal, tax and regulatory developments that may adversely affect clients’ accounts could occur. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges. These authorities are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions is an evolving area of law and is subject to change by government and judicial actions. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. It’s impossible to predict the effect of the changes in law and regulation. Cybersecurity Risk In addition to the risks described above that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to ‘cybersecurity’ risk. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems to obtain client and financial information, compromising the integrity of systems and client data (e.g., misappropriation of assets or sensitive information), or causing operational disruption through taking systems off-line (e.g., denial of service attacks). As the use of technology has become more prevalent, Insight and the client accounts Insight manages have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause Insight and client accounts (including funds) it manages to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which Insight invests, counterparties with which Insight engages in transactions, third-party service providers (e.g., a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and are designed to reduce the risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed, especially since Insight does not directly control the cybersecurity systems of issuers or third-party service providers. 26 INSIGHT INVESTMENT Dependence on Insight The success of the strategies depends in large part upon the skill and expertise of Insight to develop and effectively implement the strategies’ investment objectives. Investors will be relying entirely on Insight to manage the strategies. Subjective decisions made by Insight may cause client accounts to incur losses or to miss profit opportunities on which they would otherwise have capitalized. Derivatives Risk Derivatives are highly specialized instruments that require investment techniques and risk analysis different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of the strategy. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of Insight, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. There can be no assurance that a liquid secondary market will exist at any specified time for any particular derivative. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. The use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the relevant investment objective. Strategies may use both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps, options and contracts for differences. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount actually placed as initial margin or paid as premium and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. There is also the possibility that derivatives do not completely correlate with their underlying assets, interest rates or indices. Inappropriate valuations can result in higher demands for cash by counterparties or in a loss in value. There is not always a direct or parallel relationship between a derivative and the value of the assets, interest rates or indices from which it is derived. For these reasons, the use of derivatives by a strategy is not always an effective means of attaining the strategy’s investment objective and can at times even have the opposite effect. Distressed Securities Risk An investment in the securities of financially distressed issuers can involve substantial risks. These securities may present a substantial risk of default or may be in default at the time of investment. Among the risks inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial condition of such issuer and an adviser’s judgement about the credit quality of the issuer and the relative value and liquidity of its securities may prove to be wrong. 27 INSIGHT INVESTMENT Emerging Market Risk Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. In particular, emerging markets may have relatively unstable governments, present the risk of sudden adverse government or regulatory action and even nationalization of businesses, restrictions on foreign ownership on prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of emerging market countries may be based predominantly on only a few industries and may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Environmental Risk Assets may be subject to numerous laws, rules and regulations relating to environmental protection. Under various environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring removal or remediation of hazardous materials. These laws often impose liability, whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person. A client may be exposed to substantial risk of loss from environmental claims arising in respect of its investments and such loss may exceed the value of such investments. Furthermore, changes in environmental laws or in the environmental condition of a portfolio investment may create liabilities that did not exist at the time of acquisition of an investment and that could not have been foreseen. Exchange-traded Fund (ETF) Risk ETFs in which the strategy may invest involve certain inherent risks generally associated with investments in a portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. 28 INSIGHT INVESTMENT Foreign Currency Risk Changes in exchange rates between currencies or the conversion from one currency to another may also cause the value of investments to diminish or increase. Performance may be strongly influenced by movements in FX rates because currency positions held by the client account may not correspond with the securities positions held. Foreign currency exchange rates are determined by forces of supply and demand in foreign exchange markets. These forces are, in turn, affected by international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. Foreign currency exchange rates may also be affected by government policies or intervention in the foreign exchange markets and certain currencies may be affirmatively supported generally or relative to specific currencies (such as US dollar) by their or other governments. Changes in government policy, including a cessation of currency support intervention, may result in abrupt changes in the valuation of such currencies. Foreign Investment Risk The strategy’s performance will be influenced by political, social and economic factors affecting investments in foreign companies and issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the US dollar and affect the value of these investments held by the strategy. To the extent the investments are focused in a limited number of foreign countries, performance could be more volatile than that of more geographically diversified strategy. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will be strongly influenced by the obligor’s balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. A governmental obligor may default on its obligations. The securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. Forward Commitment Risk When a portfolio engages in when-issued, delayed delivery or forward commitment transactions (e.g., “to be announced” securities or TBAs), the portfolio relies on the counter-party to consummate the sale. Failure to do so may result in the strategy missing the opportunity to obtain a price or yield considered to be advantageous. Such transactions may also have the effect of leverage on the strategy and may cause it to be more volatile. Additionally, these transactions may create a higher portfolio turnover rate. Forward Contracts Risk Client accounts may enter into forward contracts that are not traded on exchanges and are generally not regulated. There are no limitations on daily price moves of forward contracts. Banks may require clients to deposit margin with respect to such trading. Counter-parties are not required to continue to make markets in such contracts. There have been periods during which certain counter-parties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counter-party is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counter-parties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counter-parties. The imposition of credit controls by governmental authorities might limit such forward trading to less than the amount that Insight would otherwise recommend, to the possible detriment of the client account. 29 INSIGHT INVESTMENT Futures Risk Futures contracts generally provide a high degree of liquidity and a low level of counter-party performance and settlement risk. While the use of futures contracts by a portfolio can amplify a gain, it can also amplify a loss. This loss can be substantially more money than the initial margin posted by the portfolio pursuant to the contracts. There is no assurance of market liquidity for futures contracts, whether traded on an exchange or in the over-the-counter market and, as a result, there may be times where a portfolio would not be able to close a future investment position when it wanted to do so. Upon entering into a futures transaction, a portfolio will generally be required to deposit an initial margin payment with the futures commission merchant (the “futures broker”). The initial margin payment will be deposited with a portfolio’s custodian in an account registered in the futures broker’s name; however, the futures broker can gain access to that account only under specified conditions. As the future is marked-to-market to reflect changes in its market value, subsequent margin payments, called variation margin, will be paid to or by the futures broker on a daily basis. Prior to expiration of the future, if a portfolio elects to close out its position by taking an opposite position, a final determination of variation margin is made, additional cash is required to be paid by or released to the portfolio, and any loss or gain is realized for tax purposes. Position limits also apply to futures traded on an exchange. An exchange may order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions. Initial margin is posted to a collateral pool which may be used to cover third-party liabilities in an event of default by a clearing broker or a major clearing broker’s client. General Economic Conditions and Market Conditions The success of the strategies will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of financial instrument prices and the liquidity of the positions. Volatility or illiquidity could impair profitability or result in losses. Strategies may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets – the larger the positions, the greater the potential for loss. The economies of non-US countries may differ favorably or unfavorably from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self- sufficiency and balance of payments position. Further, certain non-US economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-US countries may be based, predominantly, on only a few industries and may be vulnerable to changes affecting those industries and may have higher levels of debt or inflation. Government Securities Risk Not all government and governmental agency obligations are backed by the full faith and credit of the relevant government. Some obligations are backed only by the credit of the issuing agency, and in some cases there may be some risk of default by the issuer. Any guarantee by the relevant government or its agencies of a security held by the strategy does not apply to the market value of such security. A security backed by the full faith and credit of the relevant government is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of government securities trade actively outside the relevant country, their prices may rise and fall as changes in global economic conditions affect the demand for these securitie please register to get more info

From time to time, INA, its affiliates and/or BNY Mellon may be involved in regulatory examinations or litigation that may arise in the ordinary course of its business. At this time INA is not aware of any regulatory matters or litigation that it believes would be material to an evaluation of its advisory business or integrity of its management. 37 INSIGHT INVESTMENT please register to get more info

As a part of the BNY Mellon group, INA is affiliated with a number of entities that are subsidiaries of BNY Mellon. Where permitted by applicable law and in accordance with client guidelines, INA may use its discretionary authority to invest client accounts in affiliated Funds. This may give rise to a conflict of interest; each Insight entity, including INA, has procedures in place to address such conflicts of interest. INA has relationships with the following affiliates which are material to its advisory business: Insight Investment INA is part of the group of affiliated companies that individually or collectively provide investment advisory services under the brand ‘Insight’ or ‘Insight Investment’. Insight and Insight Investment include, without limitation, the following affiliated entities: INA, Insight Investment International Limited (formerly known as Pareto Investment Management Limited until January 2018) (“IIIL”), Insight Investment Management Limited (“IIML”), Insight Investment Funds Management Limited (“IIFM”) and Insight Investment Management Global Limited (“IIMG”) (each an “Insight Affiliate” and collectively, “Insight Affiliates”). Investment advisory services are offered under the Insight brand to US clients and prospects are provided by two different SEC-registered investment advisers: INA and IIIL. Each Insight entity, including INA, may provide investment advisory and other services to other Insight entities under a sub-advisory or delegation agreement, or may provide non-investment advisory activities under a contract for services agreement. Subject to regulatory restrictions, each of the Insight entities may market the services and strategies of other Insight entities, and may provide client services for its own clients or clients of other Insight entities. Personnel and Information Sharing All entities at Insight share the BNY Mellon as the ultimate parent company. Insight Affiliates also share senior management teams and have similar operating policies and procedures. Insight Affiliates provide various services to each other that help each other deliver and enhance the investment advice and other services offered to their clients. The services provided by Insight Affiliates include, for example, marketing, client servicing, credit analysis, IT systems and support and administrative and accounting services. In order to better serve their clients, employees of Insight Affiliates may share research and investment ideas, as well as office space and IT systems, except where prohibited by applicable law or regulation. As part of these arrangements confidential information is shared among Insight Affiliates including those that are not SEC registrants. Accordingly, INA’s personnel will have access to non-public information of other entities within Insight Investment relating to their clients and their accounts, including for example information on portfolio holdings and investment transactions and personnel of other Insight Affiliates will have access to confidential information in the possession of INA, relating to its clients and their accounts. Insight has established procedures that are designed to ensure that any such information is handled securely and in a manner consistent with the fiduciary duties of each investment adviser to its clients and the fiduciary duties of INA to its clients. For example, these procedures prohibit Insight from using research and investment ideas and other information shared by another Insight Affiliate in a manner that improperly disadvantages other clients. However, INA and other Insight Affiliates will exchange research and investment ideas in providing advisory services to their clients, and in some cases, one Insight Affiliate may take action for its clients based on these ideas, independently and without reliance on another entity and always subject to the particular Insight adviser’s discretion, at the same time as, or before, actions based on these ideas are taken for other Insight clients. 38 INSIGHT INVESTMENT All Insight entities use research and investment ideas shared by Insight in order to provide advisory services to their clients and observe procedures designed to assure that each entity uses any such ideas in a manner that complies with applicable law and regulation and does not improperly disadvantage Insight clients. These procedures may limit actions that INA takes on behalf of its clients based on research and investment ideas provided to INA by Insight Affiliates. Trading Arrangements INA engages in business activities with some or all of the Insight Affiliates, subject to INA’s policies and procedures governing how INA handles conflicts of interest. INA may use its affiliates to provide other services to INA clients to the extent permitted under applicable law. INA is committed to providing clients with service of the highest quality and INA is guided by the principle that INA acts in the best interests of its clients. Nevertheless, there are circumstances where client interests conflict with INA interests or the interests of other INA or clients of its affiliates. Some of these conflicts of interest are inherent to INA’s business. INA has policies and procedures that are designed to help ensure that INA is consistently acting fairly in the interests of its clients. INA may advise some clients or take actions for them that differ from recommendations or actions taken for other clients, or clients of its affiliates. INA is not obliged to recommend to clients any investments that INA may recommend to or purchase or sell for other Insight clients. INA employees regularly share information, perceptions, advice and recommendations about market trends, the valuations of individual securities, and investment strategies, except where prohibited by applicable law or regulation. Persons associated with INA, or its affiliates, may have investments in securities that are recommended to clients or held in client accounts, subject to compliance with policies regarding personal securities trading. Insight operates coordinated trading desks between London and New York, whereby the execution of investment decisions made by one Insight entity may be delegated to another Insight entity (“execution” in this context refers to placing the order in the market, rather than executing the trade as a counter-party or broker- dealer). This arrangement allows Insight’s trading desk to operate across time zones, thereby extending the daily trading hours for Insight and facilitating access to multiple markets. In executing trades on behalf of INA clients, INA may delegate the trade execution responsibility to IIIL or IIMGL, both of which are based in London. In most circumstances, trades executed in London for INA clients will be executed by IIMG, which is regulated by the FCA, but is not registered with the SEC, CFTC or FINRA. In addition, where client mandates permit the use of derivatives, INA may execute transactions for its clients under the terms of master derivatives documentation executed by one of INA’s affiliates. Similarly, an INA affiliate may delegate trade execution responsibility to INA or may enter into derivatives trades for one or more of its clients under master derivatives agreements entered into by INA. Trades executed by INA on behalf of clients of an INA affiliate are generally entered into by US-based personnel of INA. The use of affiliates to execute trades does not alter or change the entity that is responsible for making investment decisions for the client accounts. Trades may be aggregated across Insight Investment’s clients’ accounts throughout each trading day, consistent with each adviser’s duty to seek best execution for its clients. INA may coordinate portfolio management or trading activities among its clients and clients of Insight Affiliates that utilize the Insight Investment trading desks. This arrangement allows Insight to operate across two time zones, thereby extending the daily trading hours for the firm and facilitating access to a greater number of markets. 39 INSIGHT INVESTMENT These activities are executed through the appropriate Insight Investment trading desk in accordance with Insight Investment’s trading policies and procedures. These procedures include best execution, aggregation of orders, trade allocations, new issues, cross trading, directed brokerage and soft dollar activities. Where possible, trades, including indications of interest for new issues, will be aggregated for clients of INA and other clients of Insight Investment, and will be allocated in a manner that is intended to be fair and equitable in accordance with the Insight Allocation Policy. As a result, INA’s clients may receive a smaller allotment of securities, including fewer shares of a new issue, where there is participation by clients of other Insight affiliated investment advisers in such securities. Commodity Futures Trading Commission (CFTC) INA is registered as a Commodity Pool operator and Commodity Trading Advisor with the CFTC and is a member of the National Futures Association. Some of INA’s officers and employees are registered as Principals and Associated Persons as required. Northern Trust Insight outsources the provisions of its investment operations function to Northern Trust. The operations outsourced include trade matching and confirmation, investment record keeping, asset set-up, reconciliation, client reporting production, valuations and performance analysis. Insight retains the investment management and trade execution function. Insight’s Operations Department monitors Northern Trust’s activities and supports interactions between Northern Trust and Insight’s front office and client servicing teams, as appropriate. Other material affiliations BNY Mellon is a Global Financial Services Company BNY Mellon is a global financial services group providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a world-wide client focused team that enables institutions and individuals to manage and service their financial assets. BNY Mellon Investment Management is the umbrella designation for BNY Mellon’s affiliated investment management firms, wealth management business and global distribution companies and is responsible, through various subsidiaries, for US and non-US retail, intermediary and institutional distribution of investment management and related services. Insight may enter into transactions with unaffiliated counterparties or third party service providers who then use affiliates of Insight to execute such transactions. Additionally, Insight may effect transactions in American Depositary Receipts (ADRs) or other securities and the involved issuers or their service providers may use affiliates for support services. Services provided by Insight affiliates to such unaffiliated counterparties, third party service providers and/or issuers may include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by us. Although one of Insight’s affiliates may receive compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of Insight’s is made by the unaffiliated counter-party, third party service provider or issuer. Further, Insight will likely be unaware that the affiliate is being used to enter into such transaction or service. 40 INSIGHT INVESTMENT BNY Mellon and/or its other affiliates may gather data from Insight about Insight’s business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by Insight or BNY Mellon or other affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of Insight, BNY Mellon or other affiliates. This data is deemed confidential and procedures are followed to ensure that any information is utilized solely for the purposes intended. See Appendix A for additional information regarding INA privacy policies. To the extent permissible under applicable law, Insight may decide to invest in money market accounts advised or managed by a BNY Mellon affiliate. In addition, Insight may invest client accounts in affiliated Funds. Such affiliated Funds are further described in their offering documents such as the prospectus or offering memorandum and, in the case of collective investment trusts, Schedule A(s) of the applicable collective investment trust documents, which are available on request. INA has an incentive to allocate investments to these types of affiliated accounts in order to generate additional fees for Indoor its affiliates. Insight has agreements with BNY Mellon Investment Management who may also solicit clients for Insight. BNY Mellon’s Status as a Bank Holding Company BNY Mellon and its direct and indirect subsidiaries, including Insight, are subject to certain US banking laws, including the Bank Holding Company Act of 1956, as amended (BHCA), and to regulation and supervision by the Board of Governors of the Federal Reserve System (Federal Reserve), and to the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act). The BHCA and Dodd Frank Act (and other applicable banking laws, and their interpretation and administration by the appropriate regulatory agencies, including but not limited to the Federal Reserve) may restrict the transactions and relationships among BNY Mellon, its affiliates (including Insight) and Insight’s clients, and may restrict Insight’s investments, transactions and operations. For example, the BHCA regulations applicable to BNY Mellon and Insight may, among other things, restrict Insight’s ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of Insight’s investments, and restrict Insight’s ability to participate in the management and operations of the companies in which Insight invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY Mellon and its affiliates (including Insight) for client and proprietary accounts may need to be aggregated and may be subject to a limitation on the size position which may be held. These foregoing limits may have an adverse effect on Insight’s ability to manage client investment portfolios. for example, depending on the percentage of a company Insight and its affiliates (in the aggregate) control at any given time, the limits may (1) restrict Insight’s ability to invest in a that company for certain clients and/or (2) require Insight to sell certain client holdings of that company at a time when it may be undesirable to take such action. Additionally, BNY Mellon may in the future, in its sole discretion and without notice, engage in activities impacting Insight in order to comply with the BHCA, Dodd Frank or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) Insight and accounts managed by Insight and its affiliates. The Volcker Rule The Dodd-Frank Act includes provisions that have become known as the “Volcker Rule,” which restrict bank holding companies, such as BNY Mellon and its subsidiaries (including Insight) from (i) sponsoring or investing in a private equity fund, hedge fund or otherwise “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions involving conflicts of interest (e.g., extensions of credit). The final Volcker Rule was jointly adopted by a group of U.S. federal financial regulators in December 2013 and generally must be implemented by BNY Mellon no later than July 21, 2017. 41 INSIGHT INVESTMENT The Volcker Rule generally prohibits certain transactions involving an extension of credit between BNY Mellon and its affiliates, on the one hand, and “covered funds” managed by BNY Mellon and/or its affiliates (including us), on the other hand. BNY Mellon affiliates provide securities clearance and settlement services to broker- dealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, Insight may be restricted in executing transactions for certain funds through broker-dealers that utilize a BNY Mellon affiliate as their securities clearance firm. Such restriction could prevent Insight from executing transactions through broker-dealers Insight would otherwise use in fulfilling Insight’s duty to seek best execution. BNY Mellon Incentive Referral Program Insight follows the principles of BNY Mellon’s Incentive Compensation Plan (the “Plan”). The Plan is designed to (i) reward internal referrals of business and opportunities; (ii) help clients understand and gain access to the full range of products and services offered by BNY Mellon and its subsidiaries; and (iii) expand and develop client relationships. The program promotes BNY Mellon’s corporate values of client focus, trust, teamwork and outperformance by encouraging the cross-selling of BNY Mellon’s broad array of services and products throughout the organization to better meet a current or prospective client’s full range of needs for financial products and services, and to expand customer relationships. The program seeks to financially reward (via bonus or referral fee) eligible employees who offer a business lead that results in a sale of certain affiliated products or services to existing clients and prospects. These bonuses and referral fees may be paid to Insight and its employees for referring business (services or products) to Insight affiliates, and its affiliates and their employees may receive bonuses and referral fees for referring business to Insight. Insight employees may participate in the program which may create a conflict of interest when marketing investment strategies to existing or potential clients of Insight. Employees participating in the program are financially compensated for successful introductions which may mean that advice on such strategies is not independent. Affiliated Placement Agents Insight has affiliated ‘placement agents,’ including MBSC Securities Corporation (“MBSC”) which solicits clients to invest in various strategies, including Funds and separate account products. Insight and certain Funds have entered into agreements with these placement agents to pay commissions or fees for such solicitations. Insight is solely responsible for the payment of these commissions and fees; they are not be borne by the pooled funds, their investors or segregated account clients. Insight pays these commissions and fees, and these payments do not increase the fees paid by the clients or Fund’s investors. These incentives may cause the placement agents and their employees and/or salespersons to steer investors toward those Funds and products that may generate higher commissions and fees. Please see item 14 for more information on the compensation arrangements related to client referrals. Certain of Insight sales and client service employees are registered representatives of its affiliate MBSC, a registered broker-dealer under the Securities Exchange Act of 1934, as amended (Exchange Act), and a member of FINRA. In their capacity as registered representatives of MBSC, these employees sell and provide services regarding securities managed by Insight. There is a financial arrangement in place between Insight and MBSC for these activities. 42 INSIGHT INVESTMENT Affiliated Service Providers In addition, to the extent permitted by law, placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to INA, its affiliates or related Funds and segregated accounts under Insight’s management. Such services, if any, will be provided at competitive rates and would be executed consistent with Insight’s duty to obtain best execution. BNY Mellon is also affiliated with service providers, distributors and consultants that may provide services and may receive fees from BNY Mellon in connection with such services, which may incentivize such persons to distribute interests in a Fund or other BNY Mellon products. Other Relationships In addition, BNY Mellon personnel, including certain of Insight employees, may have board, advisory, or other relationships with issuers, distributors, consultants and others that may have investments in a Fund and/or related Fund or that may recommend investments in a Fund or distribute interests in a Fund. To the extent permitted by applicable law, BNY Mellon and its affiliates may make charitable contributions to institutions, including those that have relationships with investors or personnel of investors. To the extent permitted by applicable law, Insight personnel may make political and/or charitable contributions to institutions, including those that have relationships with investors or personnel of investors. As a result of the relationships and arrangements described in this paragraph, placement agents, consultants, distributors and other parties may have conflicts associated with their promotion of a Fund or product, or other dealings with a Fund, that create incentives for them to promote a Fund or product. Some of INA clients may retain consulting firms to assist them in selecting investment managers. Some consulting firms provide services to both those who hire investment managers and to investment management firms and INA may provide separate advisory services directly or indirectly to employees of such consulting firms. INA may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where INA believes those services will be useful to INA in operating its investment management business. INA does not pay referral fees to consultants. However, its clients and prospective clients should be aware that consulting firms might have business relationships with investment management firms that they recommend to their clients. BNY Mellon maintains, and INA has adopted, a Code of Conduct that addresses these types of relationships and the potential conflicts of interest they may present, including the provision and receipt of gifts and entertainment. BNY Mellon, among several other leading investment management firms, has a minority equity interest in Luminex trading and analytics, LLC (Luminex), a registered broker-dealer under the Exchange Act, which was formed for the purpose of establishing and operating a ‘buy-side’ owned and controlled electronic execution utility for trading securities (Alternative Trading System). Transactions for clients for which INA serves as adviser or sub-adviser may be executed through the alternative trading system. INA and BNY Mellon disclaim that either is an affiliate of Luminex. 43 INSIGHT INVESTMENT Affiliated Broker-Dealers and Investment Advisers Insight is affiliated with a significant number of investment advisers and broker-dealers. Please see INA’s Form ADV Part 1A, Schedule D, Section 7.a. for a list of its affiliated advisers and broker-dealers. Several of INA’s investment adviser affiliates have, collectively, a significant number of investment-related private funds and structured products for which a Related Person serves as sponsor, general partner or managing member (or equivalent), respectively. Please refer to the Form ADV Part 1A, Schedule D, Section 7.b. for each of INA’s affiliated investment advisers for information regarding such firm’s private funds and structured products (if applicable) and refer to such firm’s Form ADV Part 1A, Schedule D, Section 7.a. for information regarding related persons that serve in a sponsor, general partner or managing member capacity (if applicable). Where Insight selects the broker to effect purchases or sales of securities for client accounts, Insight may use either an affiliated or unaffiliated broker (unless otherwise restricted by an agreement, law or regulation). Insight may have an incentive to enter into transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to the affiliate. Insight has broker selection policies in place that require its selection of a broker-dealer to be consistent with its duty of best execution, and subject to any client and regulatory proscriptions. Please see Item 12 for more information on Insight’s broker selection process. Insight may be prohibited or limited from effecting transactions for you because of rules in the marketplace, foreign laws or Insight’s own policies and procedures. In certain cases, Insight may face further limitations because of aggregation issues due to its relationship with affiliated investment management firms. Please also refer to Item 12 for a discussion of Insight’s Aggregation and Allocation Policy. INA serves as investment adviser and/or sub-adviser to one or more Private Funds. INA does not believe these relationships create any material conflicts of interest with any of Insight’s other clients. Affiliated Underwriters BNYM’s affiliated broker-dealer entities occasionally act as underwriter or as a member of the underwriting syndicate for certain new issue securities, which may create an incentive for us to purchase these new issue securities, in an effort to provide additional fees to the broker-dealer affiliate. BNY Mellon has established a policy regarding purchases of securities in an offering in which an affiliate acts as an underwriter or as a member of the underwriting syndicate. In compliance with applicable banking, securities and regulations under the Employee Retirement Income Security Act of 1974 (ERISA) regulations, INA may purchase on behalf of its clients securities in an offering in which an affiliate is acting as an underwriter or as a member of the underwriting syndicate during the syndication period, so long as requirements of the policy, including written approval and compliance with certain investment criteria are met. The policy prohibits direct purchases from an affiliate for any fiduciary account under any circumstances. As a result, Insight’s affiliations could prevent Insight from entering into certain transactions it would otherwise enter into in fulfilling its fiduciary duties. Affiliated Underwritings and Services BNY Mellon engages in trust and investment business through various banking institutions, including the Bank and BNY Mellon, NA. These affiliated banking institutions may provide certain services to us, such as record keeping, accounting, marketing services, and referrals of clients. Insight may provide the affiliated banking institutions with sales and marketing materials regarding its investment management services that may be distributed under the name of certain marketing ‘umbrella designations’ such as BNY Mellon, BNY Mellon Wealth Management, BNY Mellon IM and BNY Mellon EMEA. 44 INSIGHT INVESTMENT Insight may provide certain investment advice and/or security valuation services to the Bank. Insight also provides certain investment advisory and trading services to certain bank clients and separately managed accounts (including separately managed accounts for which the Bank acts as trustee, custodian, or investment manager). Certain clients may have established custodial or sub-custodial arrangements with the Bank and other financial institutions that are affiliated with Insight. Furthermore, the bank and other financial institutions that are affiliated with Insight may provide services (such as trustee, custodial or administrative services) to issuers of securities. Because of their affiliation with Insight, its ability to purchase securities of such issuers and to take advantage of certain market opportunities may be subject to certain restrictions and in some cases, prohibited. As a result, Insight’s affiliations could prevent Insight from entering into certain transactions Insight would otherwise enter into in fulfilling its fiduciary duties. 45 INSIGHT INVESTMENT please register to get more info

Transactions, and Personal Trading Code of Ethics Insight has adopted a Code of Ethics that is made up of two parts – the BNY Mellon Code of Conduct and Interpretive Guidance (the ‘Code’) and the BNY Mellon Personal Securities Trading Policy (the ‘PSTP’) – and is available to any client, or prospective client, on request. The Code provides employees with the framework and sets the expectations for business conduct. In addition, it clarifies Insight’s responsibilities to clients, suppliers, government officials, competitors and the communities Insight serves and outlines important legal and ethical issues: Conflicts of Interest Gifts, entertainment and other payments; personal conflicts of interest; fiduciary appointments and bequests; outside affiliations, outside employment and certain outside compensation issues; and disclosure of relationships and transactions. Proper Use and Care of Information and Proper Record Keeping Proprietary information and intellectual property; data integrity and corporate information; use of e-mail and internet; accurate accounting and internal controls; use of non-public or “inside” information; talking to the media; and document retention. Dealing with Customers, Prospects, Suppliers and Competitors Business relationships with customers, prospects, suppliers, and competitors; business decisions; exploitation of relationships and use of the company’s name, letterhead or facilities; knowing your customer; and recognizing and reporting illegal, suspicious, or unusual activities. Doing business with the Government Complying with government contracts, government contracting laws and regulations; integrity in the sales and marketing process; truthful, accurate statements and record keeping; safeguarding government information and property; cooperating with government audits and investigations; and meeting employment and labor obligations. Personal Finances Personal investments; personal brokerage accounts; political campaign contributions; contributions to not-for- profit entities and individual employees’ regulatory requirements. Compliance with the Law Among other matters illegal or criminal activities; investigations; and protection of company assets. 46 INSIGHT INVESTMENT The Personal Securities Trading Policy (PSTP) The PSTP is designed to reinforce Insight’s reputation for integrity by avoiding even the appearance of impropriety and to ensure compliance with applicable laws in the conduct of Insight’s business. The PSTP sets forth procedures and limitations that govern the personal securities transactions of Insight’s employees in accounts held in their own names as well as accounts in which they have indirect ownership. Insight, and its related persons and employees, may, under certain circumstances and consistent with the PSTP, purchase or sell for their own accounts securities that Insight also recommends to clients. The PSTP imposes different requirements and limitations on employees based on the nature of their business activities for the Firm. Each of its employees is classified as one of the following: Investment Employee (IE) IEs are employees who, as part of their responsibilities, have access (or are likely to be perceived to have access) to non-public information regarding any advisory client’s purchase or sale of securities or non-public information regarding the portfolio holdings of any Proprietary Fund or Account, or are involved in making securities recommendations to advisory clients or have access to such recommendations before they are public. Access Decision Maker (ADM) ADMs (generally portfolio managers or research analysts who make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or other accounts/funds) are subject to the most extensive procedures under the PSTP. PSTP Overview 1. IEs and ADMs are subject to preclearance and personal securities reporting requirements, with respect to discretionary accounts in which they have direct or indirect ownership; 2. Transaction reporting is not required for non-discretionary accounts, transactions in exempt securities or certain other transactions that are not deemed to present any potential conflicts of interest; 3. Preclearance is not required for transactions involving certain exempt securities (such as open-end investment company securities that are not proprietary funds or money market funds and short-term instruments, non-financial commodities; transactions in non-discretionary accounts (approved accounts over which the employee has no direct or indirect influence or control over the investment decision- making process); transactions done pursuant to automatic investment plans; and certain other transactions detailed in the PSTP which are either involuntary or deemed not to present any potential conflict of interest; 4. Insight has a “Preclearance Compliance Officer” who maintains a “restricted list” of companies whose securities are subject to trading restrictions. This list is used by the Preclearance Compliance Officer to determine whether or not to grant trading authorization; 5. The acquisition of any securities in a private placement requires prior written approvals; 6. With respect to transactions involving BNY Mellon securities, all employees are also prohibited from engaging in short sales, purchases on margin, option transactions (other than employee option plans), and short-term trading (i.e., purchasing and selling, or selling and purchasing BNY Mellon securities within any 60 calendar day period); 47 INSIGHT INVESTMENT 7. With respect to securities other than those of BNY Mellon purchasing and selling, or selling and purchasing the same or equivalent security within 60 calendar days is discouraged, and any profits must be disgorged; 8. No covered employee should knowingly participate in or facilitate late trading, market timing or any other activity with respect to any fund in violation of applicable law or the provisions of such fund’s disclosure documents; and 9. A copy of Insight’s Code is available upon request. The PSTP also includes a general restriction on ‘spread betting’ and considers that such transactions constitute transactions in securities for the purposes of the Policy and are subject to all of the provisions applicable to other non-exempted transactions. Potential Conflicts of Interests In the course of Insight’s normal business, Insight and its personnel may encounter situations where it faces a conflict of interest or could be perceived to be in a conflict of interest situation. A conflict of interest occurs whenever the interests of Insight or its personnel diverge from those of a client or when Insight or its personnel have obligations to more than one party whose interests are different. In order to preserve its reputation and comply with applicable legal and regulatory requirements, Insight believes managing perceived conflicts is as important as managing actual conflicts. Outside Business Activities Insight personnel may engage in certain outside business activities that may conflict with its performance of services to its clients. Insight has implemented controls to mitigate any potential conflict of interest that may arise between Insight, its personnel and clients. Board Affiliations Insight personnel may serve on the board of publicly traded, private, charitable or not-for-profit organization. Insight has implemented controls to mitigate any potential conflicts of interest that may arise between Insight, its personnel and clients. Personal Relationships Insight personnel may have family members or close relationships that may be employed in the securities industry that could potentially create a conflict of interest. Insight has implemented controls to mitigate any potential conflict of interest that may arise between Insight, its personnel and clients. Material Non-Public Information From time to time, Insight Investment and its personnel may acquire, intentionally or unintentionally, material non-public information (“MNPI”). Insight has implemented policies and procedures that it believes are reasonably designed to detect and mitigate or prevent potential conflicts of interest and prevent the misuse and inappropriate dissemination of MNPI by Insight or its personnel in compliance with applicable securities laws. In general, whenever Insight is in possession of MNPI regarding a security or its issuer, Insight’s personnel will be restricted from trading in or rendering advice with respect to such security, or securities of the issuer, until such time as Insight believes the information is no longer deemed to be MNPI. Insight maintains a “restricted list” of securities that cannot be purchased or sold. Insight shares a common 48 INSIGHT INVESTMENT “restricted list” that encompasses that of its parent company, BNY Mellon, as well as those securities restricted by other affiliates of BNY Mellon. As a result, Insight may restrict the trading in client and employee accounts of certain securities for a period of time consistent with its compliance policies and procedures. These restrictions may adversely affect Insight’s ability to implement its investment strategy for certain accounts. For instance, certain accounts may be delayed in purchasing a security at a lower price during a period when such security is on the restricted list (referred to as a “black-out period”) and may not be able to sell a security as quickly as it might otherwise have wanted to if such restriction were not in effect -- even when Insight believes it is in the client’s interest to do so. Certain areas of Insight may seek access to MNPI as part of the management of their accounts. For example, loan and distressed debt teams within Insight may seek to lawfully utilize MNPI in the management of their accounts. Insight’s MNPI procedures set forth the steps that must be taken before MNPI may be acquired intentionally by Insight. In determining whether to acquire MNPI, Insight will seek to balance the interest of its clients and may consider factors including, but not limited to, whether the issuer also issues public securities, the size of the existing position in such public securities across Insight-managed accounts, and whether other areas of the Insight anticipate buying or selling public securities of the same issuer in the foreseeable future. Additional potential conflicts of interest arise whenever Insight intentionally acquires MNPI because doing may restrict Insight from providing advice with respect to the other securities of such issuer and thereby limiting the universe of securities Insight may purchase or sell. Conversely, where Insight declines to accept MNPI which it would otherwise be entitled to receive, Insight may be at a disadvantage because it will only have access to public information when evaluating the purchase or sale of such private investments. Interest in Client Transactions While each of the following types of transactions present conflicts of interest for Insight, as described below, Insight seeks to manage its accounts in a manner consistent with applicable law, and Insight follows procedures that are reasonably designed to treat Insight clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. Principal Transactions “Principal transactions” are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys any security from or sells any security to any client, Insight does not effect such principal transactions. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated fund and another client account. When an investment adviser engages in a principal transaction, it may have an incentive to favor its own interests over the interests of its client. It is Insight’s policy that neither Insight nor any of its officers or directors shall, as principal, buy securities for itself from or sell securities it owns to any client. However, Insight is part of a large diversified financial organization, which includes banks and broker-dealers. As a result, it is possible that a related person other than its officers and directors, may, as principal, purchase securities from, or sell securities to its clients. Insight does not engage in principal transactions. 49 INSIGHT INVESTMENT Cross Transactions From time to time securities to be sold on behalf of a client may be suitable for purchase by another client. In such instances, if Insight determines in good faith that the transaction is in the best interest of each client, then Insight may arrange for the securities to be transferred between the client accounts at an independently determined fair market value (a “cross trade”). Cross trades present conflicts of interest, as there may be an incentive for us to favor one client to the cross trade over the other. For example, if one client account pays performance fees to Insight, while the other client pays only asset-based fees, Insight would have a financial incentive to favor the performance fee paying account in the cross-trade. Insight does not receive fees or commissions when making these trades. The counter-party who facilitates the transaction will usually charge a nominal fee to ensure there is a change of beneficial owner. Internal transfers should be (where possible) executed with a counter-party that has a flat or long position in the security to help facilitate settlement. Cross trades may be subject to certain regulatory requirements, client specific restrictions and will only be undertaken by Insight as permitted under applicable law and regulation. Transactions in the Same Securities INA and its affiliates may invest in the same securities that INA or its affiliates recommend to clients. When INA or an affiliate currently holds for INA’s own benefit the same securities as a client, INA could be viewed as having a potential conflict of interest. For example, INA or its affiliates could be seen as harming the performance of the client’s account for its own benefit if INA short-sell the securities in its own account while holding the same securities long in the client account, causing the market value of the securities to move lower. Interested in Recommended Securities / Products Insight or its affiliates may recommend securities to clients, or buy or sell securities for clients, at or about the same time that Insight or one of its affiliates buys or sells the same securities for Insight’s (or the affiliate’s) own account. This practice may give rise to a variety of potential conflicts of interest, particularly with respect to aggregating, allocating and sequencing securities being purchased on both Insight’s(or its affiliate’s) behalf and its clients’ behalf. For example, Insight could have an incentive to cause a client or clients to participate in an offering because Insight desires to participate in the offering on its own behalf, and would otherwise be unable to meet the minimum purchase requirements. Likewise, Insight could have an incentive to cause its clients to participate in an offering to increase Insight’s overall allocation of securities in that offering, or to increase Insight’s ability to participate in future offerings by the same underwriter or issuer. On the other hand, Insight could have an incentive to cause its clients to minimize their participation in an offering that has limited availability so that Insight does not have to share a proportionately greater amount of the offering to the client. Allocations of aggregated trades might likewise raise a potential conflict of interest as Insight may have an incentive to allocate securities that are expected to increase in value to Insight. See Item 12 for a discussion of its brokerage practices and Aggregation and Allocation policy. 50 INSIGHT INVESTMENT On occasion, Insight may recommend the purchase or sale, or purchase or sell, securities that are issued by Insight’s parent company, BNY Mellon, or underwritten by an affiliate, for client accounts if such recommendation or purchase or sale is in accordance with the client’s guidelines and applicable law. In addition, Insight or a related person may recommend the purchase of securities in certain private funds and structured products which Insight manages and for which Insight may serve as sole director or managing member. Insight, its employees, and related persons currently invest in certain private funds or and structured products that may also include client assets managed by Insight, and Insight, and such related persons, will receive proportional returns associated with its investment. Additionally, Insight may receive an investment management fee in its capacity as investment adviser or sub-adviser and related persons (including affiliated broker-dealers) may receive certain amounts associated with placement agent fees, custodial fees, administrative fees, loads, or sales charges. Investments by Related Persons and Employees Insight and its existing and future employees, board members, and affiliates and their employees may from time to time invest in products managed by Insight. Insight has developed policies and procedures to address conflicts of interest created by such investments. Insight is part of a large diversified financial organization that includes banks and broker-dealers. As a result, it is possible that a related person may, as principal, purchase securities or sell securities for itself that Insight also recommends to clients. Insight does permit its employees to invest for their own account within the guidelines and restrictions of the Code, as described above. For more information, please see “Interests in Recommended Securities/Products” in this Item 11. Agency Transactions Involving Affiliated Brokers Neither Insight nor any of its officers or directors, acting as broker or agent, effects securities transactions for compensation for any client. Insight is part of a large diversified financial organization that includes broker- dealers. As a result, it is possible that a related person, other than Insight’s officers and directors, may, as agent, effect securities transactions for clients for compensation. Please also see Items 10 and 12 for additional information relating to affiliate arrangements and with regard to purchases of securities in an offering where an affiliate acts as underwriter or a member of the underwriting. Please also see Schedule D, Section 7A of INA’s Form ADV Part 1A for a list of broker-dealers which are its affiliates. Insight has a fiduciary duty to manage all clients in a fair and equitable manner. Insight strives to provide the best execution of all securities transactions, aggregate orders and then allocate securities to clients in a fair and timely manner. To accomplish this, Insight has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise. Please see Item 6 for further information on conflicts specifically relating to side-by-side management. Conflicts of Interest Relating to Proprietary Accounts Insight, its affiliates, and its employees from time to time manage and/or invest in, propriety accounts or pooled investment vehicles for its own benefit, including “seeded” funds or accounts for the purpose of developing new investment strategies and products (collectively Proprietary Accounts). Investment by Insight, its affiliates, or its employees in Proprietary Accounts may create conflicts of interest. 51 INSIGHT INVESTMENT Insight may have an incentive to favor these Proprietary Accounts by, for example, directing its best investment ideas to these Proprietary Accounts or allocating, aggregating or sequencing trades in favor of such Proprietary Accounts, to the disadvantage of other clients. Insight also has an incentive to dedicate more time and attention to its Proprietary Accounts and to give them better execution than its other clients. Insight does not have a proprietary trading account and does not engage in speculative trading for its own account but may trade instruments for hedging FX and other exposures relating to its own revenue and expenses. When Insight executes these hedging trades for its account, compliance controls are in place intended to manage any potential conflict of interest that could arise. Conflicts of Interest Relating to Performance-Based Fees when Engaging in Side-By-Side Management INA manages clients that are charged a performance-based fee and other accounts that are charged a different type of fee, such as a flat asset-based fee. INA has a financial incentive to favor clients with performance-based fees because INA (and its employees and supervised persons) may have an opportunity to earn greater fees on such accounts as compared to clients without performance- based fees. Thus, INA may have an incentive to direct its best investment ideas to clients that pay performance- based fees, and to allocate, aggregate or sequence trades in favor of such accounts. INA also has an incentive to give accounts with performance-based fees better execution and better brokerage commissions. Please see Item 6 for more information on performance fees and side-by-side management. Conflicts of Interest Relating to Accounts with Different Strategies INA and its affiliates manage numerous accounts with a variety of strategies, which may present conflicts of interest. For example, a long/ short position in two client accounts simultaneously can result in a loss to one client based on a decision to take a gain in the other. Taking concurrent conflicting positions in certain derivative instruments can likewise cause a loss to one client and a gain to another. INA also may face conflicts of interest when INA has uncovered option strategies and significant positions in illiquid securities in side-by-side accounts. Conflicts of Interest Relating to the Management of Multiple Client Accounts INA and its affiliates perform investment advisory services for various clients. INA may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from the advice given, or the timing or nature of action taken, with respect to another client. INA has no obligation to purchase or sell for a client any security or other property which INA purchases or sells for its own account or for the account of any other client, if it is undesirable or impractical to take such action. INA may give advice or take action in the performance of its duties with respect to any of its clients which may differ from the advice given, or the timing or nature of action taken by its affiliates on behalf of their clients. 52 INSIGHT INVESTMENT Conflicts of Interest Relating to Investments in Affiliated Accounts and Securities To the extent permissible under applicable law, INA may decide to invest some or all of its investments in money market accounts advised or managed by a BNY Mellon affiliate. In addition, INA may invest clients in affiliated Funds or in securities affiliated with a BNY Mellon affiliate unless prohibited by law, client or internal guideline or some other reason. INA has an incentive to allocate investments to these types of affiliated accounts or securities in order to generate additional fees for INA or its affiliates. Clients will not be entitled to compensation as a result of this allocation. Other Conflicts of Interest As noted previously, INA and its affiliates manage numerous accounts with a variety of interests. This necessarily creates potential conflicts of interest for INA. For example, INA or an affiliate may cause multiple clients to invest in the same investment. Such clients may have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts may also arise in cases where multiple clients and/or affiliate clients are invested in different parts of an issuer’s capital structure. 53 INSIGHT INVESTMENT please register to get more info

Broker Selection In most cases INA has the authority to direct transactions on behalf of a client to broker-dealers it selects from an Approved Counter-party (broker) List which is reviewed regularly by the Counter-party Credit Committee ("CCC"). Insight normally trades through counterparties from the ACL and counterparties are subject to an approval process. The full approval process includes sponsorship from the relevant Investment Division and a cross-functional due diligence review before being presented to the CCC for consideration and formal authorization where appropriate. The CCC considers whether there are any conflicts of interest before authorization. For certain other types of trades there is also a fast track process in place to allow for trades where limited broker coverage is in place but Insight does not intend to use the counter-party on a regular basis. Insight checks the credit ratings of counterparties at initial approval and monitors the credit rating regularly after approval. In executing trades, INA seeks best execution of such transactions. When seeking best execution, INA considers the full range and quality of a broker-dealer’s services including the price, cost, speed, likelihood of execution and settlement and the size and nature of the order. In addition when choosing brokers INA considers the broker’s trading expertise, reputation and integrity, facilities, financial services offered, reliability both in executing trades and keeping records, fairness in resolving disputes, value provided, execution capability, financial responsibility and responsiveness to Insight. As described in Item 10, Insight operates coordinated trading desks between London and New York, whereby investment decisions made by one Insight entity may be delegated to another Insight entity for execution. This arrangement allows the firm to operate across two time zones, thereby extending the daily trading hours for the firm and facilitating access to a greater number of markets. The use of an affiliate to execute trades under this delegation arrangement does not alter or change the entity that makes, and is accountable for, the investment decisions for the account. Soft Dollars Transactions in fixed income securities recommended by Insight do not involve brokerage commissions. INA may receive research or other products or services other than execution from a broker-dealer or third party in connection with client securities transactions but does not pay higher commissions or spreads thereafter for fixed income securities. Reasonableness of compensation for a particular transaction is determined by reference to competitive bid and ask quotations on particular transactions being executed. Insight has a fiduciary obligation to seek best execution for each client trade. Other Brokerage Practices Conflicts of Interest The following brokerage practices may lead to an actual or potential conflict of interest when selecting broker- dealers to execute client trades. These conflicts are described below. Compensation for Client Referrals INA does not provide compensation to any broker-dealer in exchange for referral of investment management clients. 54 INSIGHT INVESTMENT Brokerage for Client Referrals INA does not direct securities transactions to any broker-dealer in exchange for referral of investment management clients. Affiliated Broker-dealers Where INA selects the broker to effect purchases or sales of securities for client accounts, INA may use either an affiliated or unaffiliated broker (unless otherwise restricted by an agreement, law or regulation). INA may have an incentive to enter into transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to an affiliate. INA has broker selection policies in place that require its selection of a broker- dealer to be consistent with its duty of best execution, and subject to any client and regulatory proscriptions. Please see Item 10, Other Financial Industry Activities and Affiliations for more information regarding INA’s practices with respect to affiliated broker-dealers. Directed Brokerage INA may accept direction from a client to place trades for a client’s account with a particular broker-dealer. At times, a client will instruct INA to execute certain trades in their portfolio with a specified broker-dealer. In the event that such direction occurs, INA may have limited capability to negotiate prices or obtain volume discounts. In addition, in meeting the client’s brokerage directive, INA may not be able to aggregate these transactions with transactions INA effects for other accounts INA manages and INA may delay placing the orders for directed accounts until its orders for other accounts have been completed. As a result, the net price paid or received by the directed account may be different from the price paid or received by its other accounts, as INA may be unable to achieve the most favorable execution. Therefore, directing brokerage may cost clients more money. Aggregation of Orders/Allocation of Trades Aggregation INA may execute transactions, including new issues, on an aggregated basis with trades for other clients and clients of other Insight Affiliates, subject to best execution, and only to the extent that it believes aggregation will result, overall, in more favorable execution. Although such concurrent aggregations potentially could be either advantageous or disadvantageous to any one or more particular clients, clients will be effected only when Insight believes that to do so will be in the best interest of the affected clients. All executions of aggregated orders will be pre-allocated in accordance with the original intended allocation at the time of the trade. In the event of an order being scaled back, the executed order will generally be allocated on a pro-rata basis. However, there may be circumstances where a pro-rata allocation may be inappropriate, for instance, where the total allocation is significantly scaled back, which could leave certain clients with holdings that are either uneconomic or below the normal market size for subsequent trading. Where the initial application is significantly scaled back resulting in the circumstances described above, the order will be reverted back to the portfolio manager who will then re-allocate and re-approve the order based on the scaled back allocation. This will constitute a new investment management decision and as a result it may not include all of the clients who were included in the initial allocation. INA is not obligated to include any client in an aggregated trade. Transactions for any client may not be aggregated for execution if the practice is prohibited or inconsistent with that client’s investment advisory agreement. 55 INSIGHT INVESTMENT The aggregation of orders could lead to a conflict of interest in the event an order cannot be entirely fulfilled and Insight is required to determine which clients should receive executed shares and in what order. INA will generally endeavor to aggregate and allocate orders in a manner designed to ensure that no particular client is favored and that participating clients are treated in a fair and equitable manner over time. INA will act in manner it believes is fair and equitable for its clients as a group when bunching and price averaging. Allocation of Investment Opportunities

INA serves as an investment adviser for a number of clients and may face conflicts of interest when allocating investment opportunities among its various clients as described in Item 11 herein. The majority of clients pursue specific investment strategies, many of which are similar. INA expects that, over long periods of time, most clients pursuing similar investment strategies may experience similar, but not identical, investment performance. Many factors affect investment performance, including: (i) the timing of cash deposits and withdrawals to and from an account; (ii) the fact that Insight may not purchase or sell a given security on behalf of all clients pursuing similar strategies; (iii) price and timing differences when buying or selling securities; and (iv) the client’s own different investment restrictions. Insight’s trading policies are designed to minimize possible conflicts of interest in trading for its clients.

INA considers many factors when allocating investment opportunities among clients, including the client’s investment objectives, applicable restrictions, the type of investment, the number of shares purchased or sold, the size of the account, and the amount of available cash or the size of an existing position in an account. clients are not assured of participating equally or at all in particular investment opportunity. The nature of a client’s investment style may exclude it from participating in many investment opportunities, even if the client is not strictly precluded form participation based on written investment restrictions.

INA may sequence or rotate investment opportunities in a manner that is fair and equitable when viewed over a period of time and involving multiple allocations. INA maintains an investment allocation policy and procedures that are used to determine the order in which a client is to be provided with an investment opportunity. Under these procedures, each portfolio management team may determine the length of its investment opportunity rotation period and the sequencing schedule for different categories of clients within this period, provided that the investment opportunity periods and these sequencing schedules are reasonably designed to ensure that no particular client is favored and that the participating clients are treated in a fair and equitable manner over time. Within a given investment opportunity period, the sequencing schedule establishes when and how frequently a given client category will be first in the order of rotation. INA may deviate from the predetermined sequencing schedule under certain circumstances, including, for example, where it is not practical for a client to participate in certain types of trades due to a client’s investment objectives, applicable restrictions, the type of investment, the number of shares or issues purchased or sold, the size of the account, and the amount of available cash or the size of an existing position in an account. Allocation of New Issues When allocating shares in a new issue, INA may allocate a different percentage or amount of shares for clients, depending on each client’s strategy, investment objectives, aggressiveness and risk tolerance. All else being equal, INA generally allocates new issue shares pro rata among all accounts. However, INA may also take into account client specific factors, including, but not limited to, the appropriateness of the new issue in light of a specific client’s risk tolerance, available cash, investment objectives, restrictions and strategy. Consequently, some clients may (i) be allocated more or less new issue shares than others depending upon the circumstances; or (ii) not participate in one, multiple or any new issue transactions. 56 INSIGHT INVESTMENT Management of Discretionary and Non-Discretionary Accounts INA may provide investment advice to clients on either a discretionary or a non-discretionary basis. Where INA advises clients on a non-discretionary basis, INA will make a trade recommendation to a client and, if the client accepts such recommendation, the client may either effect the transaction on its own behalf or direct INA to enter into the trade on the client’s behalf. When a recommendation is formulated, the INA portfolio manager will generally attempt to contact a non-discretionary client and then wait to receive confirmation back from the client before entering into a transaction for the client’s account, therefore, non-discretionary advisory clients may not be able to implement INA’s recommendations as quickly as INA implements such recommendations on behalf of discretionary advisory clients. In certain cases, due to maturities, availability of cash, redemption notice deadlines or other reasons, this may result in non-discretionary advisory clients being unable to act on INA’s recommendations at the same time INA acts on behalf of the discretionary advisory clients. In addition, as time passes between when the portfolio manager makes the recommendation and when the portfolio manager is ultimately able to make contact with the client, certain investment opportunities may no longer be available or the market may have changed and the transaction is no longer being recommended by INA. For all of these reasons significant differences in the performance between non-discretionary and discretionary advisory clients with the same or similar investment objectives are likely to occur. Trade Errors INA has adopted a policy with respect to the identification, escalation and resolution of trade errors (the “Trade Error Policy”). The Trade Error Policy seeks to assure that appropriate care is taken in implementing investment decisions on behalf of clients, any potential trade errors are identified and reported promptly, and each identified error is corrected in a timely basis. Errors may result in gains as well as losses. In calculating any reimbursement amount, INA generally will not consider lost opportunity cost or the tax implications for, or the tax status of, any affected client. Subject to INA’s discretion, losses may be netted with a client’s gains arising from a single incident or a series of related incidents (including, for the avoidance of doubt, incidents stemming from the same root cause) and will not exceed amounts in relation to an appropriate replacement investment, benchmark or other relevant product returns. Additional information about resolution of and compensation for incidents is available upon request. INA may at any time, in its sole discretion and without notice to clients, amend or supplement its policies with respect to account errors and error resolution. Please refer to Item 10 for information on INA’s trading arrangements. 57 INSIGHT INVESTMENT please register to get more info

The investment teams are responsible for implementing the strategy, portfolio construction and on-going management and monitoring of the portfolio. As part of this function, the investment teams, including the respective portfolio managers, review each client account frequently. In the course of review the performance of an account is compared with the mandate objectives and stated risk tolerances. Responsibility for the portfolio ultimately lies with the investment teams at all times, and is monitored by other areas of INA on a regular basis. Investment teams review all positions formally regularly, seeking to ensure that all portfolios comply with Insight’s investment policy and individual client guidelines. INA would typically expect to meet with clients formally on a semi-annual basis and informally on an ad-hoc basis, as required. INA provides written investment reports on either a monthly or quarterly basis as required by its clients. These reports are highly tailored and typically include strategy ideas as well as regular progress reports on performance and risk analysis. 58 INSIGHT INVESTMENT please register to get more info

INA does not currently utilize unaffiliated solicitors for the referral of prospective clients to INA. In the event that INA enters into a solicitation arrangement in the future with one or more third parties for the referral of prospective clients to INA, INA would memorialize each of these arrangements in a written contract describing the terms of the engagement, including provisions for the supervision of the solicitor by Insight and a description of the fees to be paid to the solicitor. Each solicitor retained by INA must provide all persons solicited with a written statement disclosing the solicitor’s capacity, compensation arrangements and other required information and must also furnish INA’s Form ADV, Part 2A. In addition, the solicitor must obtain from each successfully referred client a written acknowledgement of receipt by the client of INA’s Form ADV, Part 2A and of the solicitor’s disclosure statement. Unaffiliated Solicitors and Placement Agents INA may hire third parties to solicit new investment advisory clients. The commissions or fees, if any, payable to such solicitors (also referred to as placement agents) with respect to solicitation of investments with INA will be paid solely by INA. Clients will not pay fees for these solicitations. These solicitors have an incentive for the client to hire INA because INA will pay the solicitor for the referral. The prospect of receiving solicitation/placement fees may provide such placement agents and/or their salespersons with an incentive to favor these sales over the sale of interests of other investments with respect to which the placement agent does not receive such compensation, or receives lower levels of compensation. In addition, to the extent permitted by law, certain placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to INA or its affiliates. Such services, if any, will be provided at competitive rates. Some clients may retain consulting firms to assist them in selecting investment managers. Insight and/or its affiliates might have business relationships with consulting firms that recommend Insight to their clients. Some consulting firms provide services to both those who hire investment managers and to investment management firms. Insight and/or its affiliates may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where Insight believes those services will be useful to INA in operating its investment management business. Neither Insight nor its affiliates pay referral fees to consultants unless Insight has appointed them as placing agent or, subject to law and regulation, pursuant to an arrangement between the consulting firm and the client or prospective client. Affiliated Solicitors and Placement Agents INA may pay referral fees to its affiliates (and/or their employees) for referrals that result in additional investment management business. Please see the discussion of affiliated placement agents in Item 10, above. Insight’s ultimate parent, BNY Mellon, has organized its lines of business into two groups: Investment Management and Investment Services (collectively “Groups”). Insight is part of the Investment Management Group. A sales force has been created to focus on developing new customer relationships and developing and coordinating large complex existing customer relationships within those Groups. 59 INSIGHT INVESTMENT In certain circumstances, Investment Management sales representatives are paid fees for sales. The fees may be based on revenues and may be a one-time payment or paid out over a number of years. In addition, Insights’ sales representatives and sales representatives of its affiliates within the Investment Management Group are paid for intra-Group referrals to Group counterparts. Those fees are based on the first year’s revenue for the Group counterpart. Sales of any alternative investment products (such as Private Funds and structured products) may be made through a broker-dealer affiliate. Only registered representatives of such broker-dealer receive compensation for sales of alternative investments. Some of the employees of INA are registered representatives of its affiliated broker-dealer, MBSC, for the purposes of soliciting clients for Funds that are advised or sub-advised by INA and/or its affiliates. INA may pay a fee to an affiliate (or directly to employees of the affiliate) that has a pre-existing relationship with a new client of an Insight Affiliate introduced by the Investment Services Group. The fees may be based on revenues and may provide for a one-time payment or payments over a number of years. INA and its affiliates also participate in the BNY Mellon Incentive Compensation Plan, which presents certain conflicts of interest; these are described in Item 10, above. Gifts and Entertainment In the ordinary course of business, INA may send corporate gifts or pay for meals and entertainment for individuals at firms that do business with INA or its affiliates. INA employees also may be the recipients of reasonable corporate gifts, meals and entertainment. The giving and receipt of gifts and other benefits are subject to limitations under INA’s Code of Ethics and Gift and Entertainment Policy. 60 INSIGHT INVESTMENT please register to get more info

Rule 206(4)-2 under the Advisers Act (the “Custody rule”) defines “custody” to include a situation in which an adviser or a related person holds, directly or indirectly, client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by the adviser. For purposes of the Custody Rule, INA is deemed to have ‘custody’ of certain client assets because certain client funds or securities are held by qualified custodians owned and controlled by The Bank of New York Mellon who are Related Persons of INA. Generally, an adviser that is deemed to have custody of a client’s funds or securities, among other things, is required to arrange for an annual independent verification of such funds or securities in accordance with the Custody Rule (the “Surprise Exam Requirement”). However, the Custody Rule contains an exception from the Surprise Exam Requirement provided the adviser and the Related Person are ‘operationally independent’ INA has determined that its operations are independent from those of the qualified custodians holding Insight client funds and securities. Furthermore, under the terms of the agreements between its clients and the qualified custodians, INA does not have any authority over the assets and funds within the account beyond discretionary trading authority. Discretionary investment advisory clients who contract directly with INA should regularly receive from their appointed bank, broker-dealer or other qualified custodian an account statement, identifying the amount of funds and each security in the account at the end of the period and setting forth all transactions in the account during that period. Please review these statements carefully. Clients will also receive account statements separately from INA. Clients are strongly urged to compare the account statements received from INA with those received from your qualified custodian. Physical Custody INA does not maintain physical possession of client assets held in separately managed accounts. Typically each of its clients independently selects a custodian with whom it contracts directly. INA’s authority to instruct the client’s custodian is limited to that granted by the client to us in the investment management agreement. 61 INSIGHT INVESTMENT please register to get more info

INA typically accepts discretionary investment authority over client assets and exposures for separate accounts. Clients must grant this discretionary authority to INA in writing via a contract, usually an Investment management Agreement ("IMA"). In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives and guidelines for the particular client account. When making investment decisions INA will adhere to investment guidelines and restrictions set out in client agreements. INA may also have full discretionary investment authority over Funds, each of which has an investment objective and set of investment policies and/or guidelines. Therefore INA cannot tailor the investment advisory services or impose individual investment restrictions for underlying investors in these Funds. Cluster Munitions or Landmines Insight has adopted a global policy which commits it to avoiding direct investments in companies that:  design, produce, sell or maintain cluster munitions and/or landmines;  undertake research and development to develop cluster munitions and/or landmines; and  breach the requirements of the Convention on Customer Munitions1 or the Anti-Personal Landmines Convention2. This policy:  applies across all asset classes;  excludes affiliated companies: that is, companies with affiliations or commercial relationships with screened companies will not be excluded from investments; and  does not apply to passive holdings in index-tracking instruments. 1 The Convention on Cluster Munitions (2008): This Convention restricts the manufacture, use and stockpiling of cluster munitions and the components of these weapons. 2 The Convention on the Prohibition of the Use, Stockpiling, Production and Transfer of Anti-Personnel Mines and on Their Destruction (1997): This Convention, often referred to as the Anti-Personnel Landmines Convention, aims to eliminate anti-personnel landmines around the world. 62 INSIGHT INVESTMENT please register to get more info

Given the nature of INA’s strategies and the type of financial instruments that INA typically invests in, INA does not vote proxies for the majority of client portfolio holdings. This is because INA generally deals in derivatives and fixed income securities rather than physical equity. A description of the voting process for the small portion of portfolio holdings that would require proxy voting, and where its clients have requested that service, is set forth below under “Voting Process”. For clients whose assets are allocated to Funds, each Fund’s proxy voting procedures may differ. Please refer to the disclosure documents for each Fund regarding specific proxy voting procedures. Voting Process For clients in which INA provide securities voting services, INA retains the services of Minerva Analytics (“Minerva”), which provides proxy voting services and votes at all meetings where it is deemed appropriate and responsible to do so. Minerva analyses any resolution against INA’s specific voting policy templates which will determine the direction of the vote. Where Manifest identifies potentially contentious issues, they are escalated to Insight for further review and direction. With regard to voting, INA’s Conflict of Interest policy provides that INA will always seek to act in the best interests of its clients when casting proxy votes on their behalf. Where BNY Mellon, Insight or the clients themselves have business relationships with investee companies, any such relationships will be disregarded by Insight in making its proxy voting decisions. INA’s Proxy Voting Policies and Procedures are subject to change as necessary to remain current with applicable rules and regulations and Insight’s in internal procedures. On an annual basis Insight publishes a report titled ‘Putting Principles into Practice’, available on its website, which includes a description on how INA has exercised voting powers. INA’s Voting Policy is also available on its website. 63 INSIGHT INVESTMENT please register to get more info

INA has no financial commitment that it believes would impair its ability to meet contractual and fiduciary commitments to clients and has never been the subject of a bankruptcy proceeding. 64 INSIGHT INVESTMENT Appendix A: Privacy Notice INA, on its own behalf of the funds managed by INA and Insight Affiliates, recognizes and appreciates the importance of respecting the privacy of its clients and shareholders. INA’s relationships are based on integrity and trust and INA maintains high standards to safeguard your non-public personal information (“Personal Information”) at all times. This privacy notice (“Notice”) describes the types of Personal Information INA collects about you, the steps INA takes to safeguard that information and the circumstances in which it may be disclosed. If you hold shares of a pooled fund through a financial intermediary, such as a broker, investment adviser, bank or trust company, the privacy policy of your financial intermediary will also govern how your Personal Information will be shared with other parties. What information does INA collect? INA may collect the following Personal Information about you:  Information INA receives from you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth.  Information about transactions with INA, Insight Affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information.  Information INA may receive from its due diligence, such as your creditworthiness and your credit history. What is INA’s privacy policy? INA may share your Personal Information with Insight affiliates in order to provide products or services to you or to support its business needs. INA will not disclose your Personal Information to non-affiliated third parties unless 1) INA has received proper consent from you; 2) INA is legally permitted to do so; or 3) INA reasonably believes, in good faith, that INA is legally required to do so. For example, INA may disclose your Personal Information with the following in order to assist INA with various aspects of conducting its business, to comply with laws or industry regulations, and/or to effect any transaction on your behalf:  Unaffiliated service providers (e.g., transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist INA in maintaining and supporting financial products and services provided to you);  Government agencies, other regulatory bodies and law enforcement officials (e.g., for reporting suspicious transactions);  Other organizations, with your consent or as directed by you; and  Other organizations, as permitted or required by law (e.g., for fraud protection). When INA shares your Personal Information, the information is made available for limited purposes and under controlled circumstances designed to protect your privacy. INA requires third parties to comply with INA’s standards for security and confidentiality. 65 INSIGHT INVESTMENT How does INA protect client information? INA restricts access to your Personal Information to those persons who require such information to assist INA with providing products or services to you. It is INA’s practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client non-public Personal Information. INA regularly trains its employees on privacy and information security and on their obligations to protect client information. Contact page For questions concerning the INA Privacy Notice, please contact INA’s client services representative at 212- 527-1800. please register to get more info