MIC FORM ADV PART 2A

, Mellon Investments Corporation BNY Mellon Center 500 Ross Street Pittsburgh, PA 15258 Form ADV Part 2A Brochure (as of September 18, 2026) This brochure (“Brochure”) provides information about the qualifications and business practices of Mellon Investments Corporation “MIC”, (the “Firm”, or “we” or “us”). The Firm is registered as an investment adviser with the United States Securities and Exchange Commission (“SEC”). If you have any questions about the contents of this Brochure, please contact us at (617) 248-3682.The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. Registration by an investment adviser with the SEC does not imply that the investment adviser has any particular level of skill or training. Additional information about the Firm is also available on the SEC’s website at: www.adviserinfo.sec.gov and the Firm’s website at: www.Mellon.com. Item 1: Cover Page 1  Item 2: Summary of Material Changes This Brochure dated September 18, 2026, represents an other than annual update to the Brochure dated March 31, 2026. The following is a summary of material changes since the last annual update of the Brochure dated March 31, 2026: • • • Item 6 – We updated our disclosure regarding proprietary accounts to address seeded funds/accounts and related conflicts of interest. Item 8 – We added disclosure regarding the Firm’s 130/30 equity strategy and related material risks. Item 11 – We updated our disclosure regarding investments by related persons and employees to address seeded strategies/accounts and related conflicts of interest. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................... 1 Item 2: Summary of Material Changes .................................................................................................. 2 Item 3: Table of Contents ......................................................................................................................... 3 Item 4: Advisory Business ........................................................................................................................ 4 Item 5: Fees and Compensation ............................................................................................................... 8 Item 6: Performance Fees and Side-by-Side Management ................................................................. 13 Item 7: Types of Clients .......................................................................................................................... 17 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss............................................. 18 Item 9: Disciplinary Information ............................................................................................................ 41 Item 10: Other Financial Industry Activities and Affiliations ........................................................... 42 Item 11: Code of Ethics, Participation or Interest in Client Transactions, Personal Trading ........ 49 Item 12: Brokerage Practices .................................................................................................................. 55 Item 13: Review of Accounts ................................................................................................................. 62 Item 14: Client Referrals and Other Compensation ............................................................................. 63 Item 15: Custody ...................................................................................................................................... 65 Item 16: Investment Discretion .............................................................................................................. 67 Item 17: Voting Client Securities ........................................................................................................... 68 Item 18: Financial Information ..................................................................................................... 70 3  Item 4: Advisory Business Background Mellon Investments Corporation (“MIC”, the “Firm”, “we” or “us”) is a corporation organized under the laws of the State of Delaware and is an indirect subsidiary of The Bank of New York Mellon Corporation (“BNY”). MIC’s direct parent entity is MBC Investments Corporation, which owns 100% of MIC. The Bank of New York Mellon Corporation, a publicly traded company, is the ultimate controlling owner of MIC through intermediate subsidiaries. The following control persons are associated with MIC’s governance: Stephanie Miller Pierce and Kimberly Mackenzie- Perman, who are directors exercising executive responsibilities. MIC does not have any other person or entity that directly or indirectly owns 25% or more of MIC other than BNY and its designated intermediate holding companies. If any changes to principal ownership or control occur, MIC will update this brochure accordingly. BNY Investments is the marketing brand name for the investment management business of BNY and its investment firm affiliates. Advisory Business The Firm is an investment adviser registered as such with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Firm provides discretionary advice to institutional clients, including U.S. and global pension funds, sovereign wealth funds, central banks, endowments, trusts, foundations, insurance companies, registered mutual funds, other pooled investment vehicles and other institutions. The Firm operates through two separate “Divisions”: BNY Investments Mellon or Mellon, which specializes in index management; and BNY Investments Dreyfus or Dreyfus, which specializes in cash management and short duration strategies. The Divisions operate semi-autonomously under the umbrella of the Firm, subject to the global policies and procedures of the Firm and BNY, as applicable. Clients typically obtain our investment advisory services pursuant to (i) an investment management or sub-advisory agreement with us or (ii) through participation in a wrap fee program (as described further below). Investors also access our investment advisory services by investing in commingled vehicles which are sponsored or established by the Firm, our affiliates, or unaffiliated third parties. Certain employees of the Firm, including investment professionals, also act as dual officers. In this capacity, dual officers are shared with and provide services to the Firm and also provide services to one or more affiliated entities. See Item 6 “Dual Officers” for more information about our dual officer arrangements. Additional relationship-based services are provided for existing clients and prospective clients. Such relationship-based services are negotiated individually with each client and in most instances include account monitoring or trading or strategic allocation services. We provide advice through consultations or the provision of research reports. The exact nature of the consultation depends upon the requirements of the client. Topics include, but are not limited to, asset allocation, evaluation of new investment services relative to the client’s needs and product 4  development. On select occasions or as part of a consultation, we prepare special reports or analyses for existing and prospective clients relating to securities, such as a study of security transactions costs (which typically include charts or graphs). Wrap Fee Programs A client in a wrap fee program (“Wrap Fee Program”) typically receives investment management of account assets through one or more investment managers (including the Firm) participating in the Wrap Fee Program, together with trade execution, custodial, performance monitoring and reporting services (or some combination of these or other services) for a single, all-inclusive fee (a “Wrap Fee”) charged by the program sponsor (“Sponsor”) based on the value of the client’s account assets. The Firm serves as discretionary investment manager to one or more Wrap Fee Programs. The Firm currently serves as manager for a Sponsor. The Sponsor (or another financial intermediary that has the primary relationship with the client) typically assists the client in defining the client’s investment objectives based on information provided by the client, aids in the selection of one or more investment managers to manage the client’s account and periodically contacts the client to ascertain whether there have been any changes in the client’s financial circumstances or objectives that warrant a change in the arrangement or the manner in which the client’s assets are managed. Clients participating in Wrap Fee Programs receive a disclosure brochure from the Sponsor detailing the Wrap Fee Program prior to their selection of the Firm as a manager. This disclosure brochure includes a description of the services provided by the Sponsor and the applicable fee schedule. The fees and features of each Wrap Fee Program vary and, therefore, clients in Wrap Fee Programs should consult the Sponsor’s brochure for the fees and features applicable to their account. We do not act as a Sponsor of any Wrap Fee Program. Sponsors, however, are able to obtain brokerage, clearing and other wrap program services from our affiliates. The Firm provides portfolio management services to other investment advisers, broker-dealers, and financial services firms through an affiliate’s managed account platform (the “Platform”). The Services, generally referred to as Precision Tax Management Solutions, include Direct Indexing and Tax Overlay. These services generally afford an investor the ability to migrate a portfolio from one exposure to another through tax transition management, which considers time horizon, tax budget, desired tracking error and composite assets. Additionally, ongoing tax overlay management can be applied around a customized set of assets, including models and customized portfolios. The Firm provides other portfolio management services to clients who elect to utilize proprietary direct indexing technology. Clients of the Firm who elect this service choose an index strategy which the client modifies by providing specific investment management guidelines. As described more fully in an investment management agreement with a client, we monitor the portfolio and rebalance investments periodically as appropriate. Please refer to Item 8 of this Brochure for a description of the strategies in which we invest client assets. 5  Investment Guidelines The Firm offers a variety of carefully developed investment strategies (“Strategies” and each, a “Strategy”). We tailor our services to meet clients’ investment goals, and we work with clients to create investment guidelines that are mutually acceptable to the client and to us. When creating investment guidelines, clients can impose investment restrictions on certain individual securities or types of securities. Clients who impose investment restrictions are advised that the imposition of such restrictions can limit our ability to employ the strategy on that client’s behalf and can potentially result in investment performance that differs from that of the model and other client accounts. The Firm also offers investment advisory services in the form of pooled investment vehicles or “Funds.” Each pooled investment vehicle has an investment objective and a set of investment policies and/or guidelines that we must follow. For these reasons, we cannot tailor the investment guidelines of these vehicles to meet individual investor needs. In addition, we cannot impose individual investment restrictions on our investment strategies for underlying investors in the pooled investment vehicles. Assets Under Management As of December 31, 2025, the assets under management of the two divisions under the Firm taken together were $ 1,010,430,534,932. This amount includes: $ 136,563,931,583 managed by certain of our officers in their capacity as dual officers of BNY affiliates, which are not reported as regulatory assets under management in Form ADV Part 1A. The assets under management figures referenced above differ from the regulatory assets under management required to be reported in Form ADV Part 1A. In addition, regulatory assets under management are calculated gross of any fees, unpaid liabilities or outstanding indebtedness. Class Actions: Litigation It is our policy that we do not advise, initiate or take any other action on behalf of clients relating to securities held in the client’s account managed by us in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). The Firm does not file proofs of claims relating to securities held in the client’s account and does not notify the client or the client’s custodian of class action settlements or bankruptcies relating in any way to such account. Typically, custodians submit filings in connection with class action settlements and may also handle bankruptcy filings. Each client should consult with its custodian and other service providers to ensure such coverage. Privacy Policy Our privacy policy applies to entities and individuals who obtain investment management services from us for personal, family or household purposes, or have done so in the past. The policy may be amended at any time. We will notify customers of changes as required by law. Additionally, our customers may request a copy of our privacy policy at any time. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard non-public information. We are careful to limit access to nonpublic information. Our employees have access 6  to customer information based on their responsibilities. This access enables them to assist in completing transactions and resolving any customer service issues that may arise. We collect nonpublic personal information about customers from account opening documentation and transactions with us. We do not share information subject to the privacy policy with anyone, except as authorized by the customer or permitted by law. Personal information is collected and held by the Firm and its affiliates and is used for the purpose(s) of processing transactions, maintaining account(s), carrying out “know-your-customer checks”, responding to court orders and legal investigations, or report to credit bureaus. This also includes potential use for marketing purposes, to offer our products and services to you. Personal information is shared within BNY and its affiliates. Personal information will not be shared with external third parties unless such disclosure is required by law and/or to meet our regulatory obligations. The Firm will transfer or store personal information in other countries, including those outside Europe, under the protection of appropriate safeguards. For more information about how we collect, use and share personal information and your legal rights, please select the link below to view the full privacy notice. The Firm’s Privacy Notices for each division can be found here: Mellon Privacy Notice and Dreyfus Privacy Notice 7  Item 5: Fees and Compensation Separate Accounts We provide investment advisory separate account services for a fee. This fee is typically charged as a percentage of your assets under our management. Although this fee is typically expressed as an annual percentage, it is calculated based on the market value of the account at month end, quarter end or based on an average and generally invoiced on a monthly or quarterly basis in arrears. The Firm adjusts management fees for significant cash flows during the billing period on a pro-rata basis. Your investment advisory agreement in most instances provides that you will incur fees and expenses, in addition to our advisory fees, such as custody, brokerage and other transaction costs, administrative and other expenses. Examples of other costs and expenses include, among others, markups, mark-downs and other amounts included in the price of a security, odd-lot differentials, transfer taxes, wire transfer fees, electronic fund fees, index licensing and data fees. Please review your investment advisory agreement for further information on how we charge and collect fees. Please see Item 12 of this Brochure for more information on our brokerage practices. Pooled Investment Vehicles Collective Investment Funds Where suitable and appropriate and if otherwise consistent with a client’s investment objective and subject to direction from the client, the Firm invests client assets in the collective investment funds established by the Firm’s affiliate, The Bank of New York Mellon (the “Bank”). Such accounts indirectly bear the fees and expenses imposed by the Bank collective investment funds as an investor in such funds and, as a result, bear higher expenses than if the account had invested directly in the securities held by the collective investment fund. In addition, for certain index- and model-driven collective investment funds, transaction costs associated with client specific contributions to and/or withdrawals from the collective investment fund are borne solely by the client and can reduce a client’s returns. Certain collective investment funds engage in securities lending. Fees are generally negotiable with each investor in the gross of fee unit classes offered. As a result, some clients invested in the Bank’s collective investment funds pay fees that differ from the fees paid by other invested clients. Please refer to the respective fund’s Schedule A disclosure document for more information on such costs and expenses. Sub-Advisory Fees The Firm also serves as adviser or sub-adviser to investment companies, managed accounts, pooled investment vehicles or other entities that are unaffiliated with the Firm. For these investment advisory and/or sub-advisory services, the Firm receives compensation based upon a percentage of assets under management. We also act as a sub-adviser to certain funds advised by certain affiliates of the Firm, including in our capacity as dual officers of such affiliates. Please see Item 6 of this Brochure for more information on our dual officer arrangements. 8  Wrap Fee Programs As described above, in a Wrap Fee Program, the Sponsor charges the client an inclusive wrap fee that covers various costs relating to the management of the client’s account. Accordingly, clients do not pay a fee directly to the Firm and instead, the Sponsor pays the Firm a portion of the wrap fee for our services. Tax Overlay The Firm receives a maximum annual fee of 0.10% for the Tax Overlay services described more fully in Item 4, “Programs Sponsored by Third Parties”. This fee is separate from, and in addition to, any program fee for a Wrap Fee program to which Tax Overlay added. The Firm’s fee for Tax Overlay services does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and exchange-traded funds) held by the respective vehicles. Such fees include management fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. When selecting the share class of a mutual fund used in the Products, the Firm has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to the Firm’s affiliates. The Firm addresses this conflict through a combination of disclosure to Clients and through policies or procedures designed to prevent the Firm from considering the fees received by affiliates when selecting a fund or share class. Minimum Fees The Firm in some instances charges a minimum annual fee for our investment advisory services. Additionally, in some cases, separate accounts are subject to minimum account sizes. The minimum annual fees typically range from $50,000 to $200,000 for separately managed accounts and vary depending upon the strategy. We reserve the right to waive any minimum account size or minimum fee requirements. Minimum annual fees are negotiated with clients and, therefore, can vary from client to client. Terminations Agreements relating to the provision of services provided by the Firm generally are terminable at any time by either the client or us subject to a mutually acceptable period of notice, which is usually approximately 30 days. For a withdrawal or termination, the Firm considers the actual date of withdrawal of funds to be a fee-earning day. The Firm does not consider the date of receipt of funds to be a fee-earning day except in the case of an initial funding on a new account. Market values are sourced from the Firm’s internal accounting systems unless specifically directed otherwise by the client. Investments in collective investment funds that we manage (as dual officers of the Bank) are also subject to minimum investment and/or redemption requirements. 9  Please refer to your investment management agreement or the collective investment fund’s Schedule A, as applicable, for more information. Fee Schedule The fees charged by the Firm are provided below. These fees as described below reflect the highest tier of fees per annum on the standard fee schedule and are not charged on the basis of a share of capital gains upon or capital appreciation of the assets, or any portion of, the assets of the client. Accounts are generally billed quarterly in arrears; however, some separate account clients pay fees quarterly in advance, based upon their form of contract. The fees associated with the investment strategies discussed in Item 8 of this Brochure are reflected below. Mellon Strategies Investment Strategy U.S. Equity Index International Equity Index Global Equity Index Emerging Markets Equity Index Green Beta Equity Fixed Income Index Direct Indexing* Tax Overlay Fee Range per Annum 0.01 - 0.10% 0.02 – 0.25% 0.02 - 0.09% 0.06 – 0.14% 0.05 – 0.15% 0.01 – 0.22% 0.16 - 0.30% 0.10% *The Direct Indexing solution described in this material is not currently available for clients which are any Client Accounts established on behalf of: (i) an employee benefit plan subject to the provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); or (ii) a plan subject to any federal, state, local or non-U.S. statute, regulation, procedure or restriction that is materially similar to section 406 of ERISA (any such employee benefit or other plan, an “ERISA Plan”). Dreyfus Cash Strategies Investment Strategy Overnight Short-Term Investment (Overnight STIF) Short-Term Investment (STIF): Fee Range per Annum 0.10% of assets on the first $100 million, 0.08% of assets on the next $100 million, and negotiable thereafter 0.10% of assets on the first $100 million, 0.08% of assets on the next $100 million, and negotiable thereafter Treasury Short-Term Investment (Treasury STIF) 0.10% of assets on the first $100 million, 0.08% of assets on the next $100 million, and negotiable thereafter 10  Short-Term Investment Investment Strategy Government (Government STIF): Fee Range per Annum 0.10% of assets on the first $100 million, 0.08% of assets on the next $100 million, and negotiable thereafter Enhanced Cash Short-Term Investment 0.12% of assets on the first $50 million, 0.10% of assets on the next $50 million, and negotiable thereafter Ultra-Short Government/Credit US 1-3 Year Government Credit 0.12% of assets on the first $50 million, 0.10% of assets on the next $50 million, and negotiable thereafter 0.15% of assets on the first $50 million, 0.12% of assets on the next $50 million, and 0.10% of assets thereafter The Firm reserves the right, in our sole discretion, to negotiate or modify (either up or down) the basic fee schedules set forth above for any client due to a variety of factors, including but not limited to a client’s special circumstances, asset levels, the level of reporting and administrative operations required to service an account, the investment strategy or style, the number of portfolios or accounts involved and/or the number and types of services provided to the client. Because our fees are negotiable, the actual fee paid by any client or group of clients can differ from the fees reflected in our basic fee schedules set forth above. For this same reason, the Firm in some instances agrees to offer certain clients a fee schedule that is lower than that of comparable clients in the same investment strategy. Additionally, for certain clients the Firm agrees to aggregate the assets of related client accounts and such accounts receive the benefit of a lower effective fee rate due to such aggregation. In some instances, the Firm waives all or a portion of the negotiated fee for a given period. Clients generally incur fees and expenses in addition to our advisory fees including, but not limited to, custodial, brokerage and other transaction costs. Examples of other costs and expenses charged by custodians and/or brokers include, among others, odd-lot differentials, transfer taxes, wire transfer fees, electronic fund fees, index licensing and data fees. Where suitable and appropriate and if otherwise consistent with a client’s investment objective and if allowed by investment guidelines, the Firm invests a client’s account in pooled investment vehicles, including mutual funds (and including those advised or sub-advised by the Firm or an affiliate) that themselves bear advisory fees and operational expenses such as transfer agent, custody, audit, tax, brokerage and other transaction costs, administrative and other expenses. Such accounts indirectly bear these fees and expenses as investors in such pooled investment vehicles and, as a result, bear higher expenses than if a client invested directly in the securities held by the pooled investment vehicle. Please review your investment advisory agreement for further information on how we charge and collect fees. A complete explanation of expenses charged by 11  mutual funds is contained in each mutual fund’s prospectus. Please see Item 12 of this Brochure for more information on our brokerage practices. For portfolios subject to ERISA, the value of any client account holdings invested in affiliated mutual funds is excluded from the amount on which our separate account fees are computed. In cases where a client account is not subject to ERISA, and/or where client account holdings are invested in an affiliated vehicle not constituting a mutual fund, subject to client contractual requirements and applicable law, we calculate our separate account fee on the aggregate amount of the client’s account. In certain instances where we have agreed to charge a flat fee for all assets under management, an adjustment may be made to the fee to take into account the holdings in affiliated mutual funds. The Firm does not require clients to pay in advance; rather, clients are billed in arrears for fees incurred. In the event a client has paid fees in advance and terminates prior to the end of the billing period, we will refund the client the portion of the fee paid attributable to the period, from the date of termination to the end of such billing period. Our clients select whether they would like the fees to be deducted automatically by their custodian from their custodial accounts or billed separately. We do not currently participate in performance-based fee arrangements in accordance with the conditions and requirements of Section 205-3 of the Advisers Act. Sales Commissions The Firm does not charge or receive compensation in connection with the sale of securities, mutual funds or other investment products. However, certain of our affiliates receive discretionary compensation for the sale of securities, private funds, mutual funds or other investment products. Accepting discretionary compensation for the sale of securities, mutual funds or other investment products gives rise to a conflict of interest in that it gives our employees or employees of our affiliates an incentive to recommend investment products based on the compensation they will receive, rather than solely on a client’s needs. For all investment products, we assess the suitability of a product for each client prior to the sale. Clients may be able to purchase these securities or investment products from a broker that is not affiliated with the Firm. The Firm addresses this conflict of interest by structuring products it manages so that fees are based on assets under management, rather than transaction-based, and by applying the same criteria in deciding whether to offer a Product regardless without regard to related compensation that our affiliates receive. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Firm affiliates receive will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. When selecting the share class of a mutual fund used in the Products, the Firm has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to the Firm’s affiliates. The Firm addresses this conflict through a combination of disclosure to clients and through policies or procedures designed to prevent the Firm from considering the fees received by affiliates when selecting a fund or share class. Please see Item 6 below for a discussion of these conflicts of interest. 12  Item 6: Performance Fees and Side-by-Side Management The Firm does not currently participate in performance-based fee arrangements. We and our affiliates manage numerous accounts at the same time, including separate accounts and pooled investment vehicles. Our clients and investors have a variety of investment objectives, policies, strategies, limitations and restrictions. The side-by-side management of these accounts can raise potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of trades. Moreover, although the portfolio managers generally only manage accounts with similar investment strategies, it is possible, due to varying investment restrictions among accounts, or for other reasons, that certain investments could be made for some accounts and not others, and that conflicting investment positions could be taken among accounts. Please see Item 12 for an explanation of our policies on trade allocation. Certain of the Firm’s clients give us discretion to allocate client assets to, and/or redeem client assets from, certain pooled investment vehicles we manage or sub-advise. When a client grants us that discretion a conflict can arise with respect to such client and the other investors in such pooled investment vehicle. For example, we have an incentive to maintain a larger percentage of a client’s assets in a fund in order for such assets to act as seed capital, to increase the fund’s assets under management and, thus, to make investment by other investors more attractive, or to maintain the continuity of a performance record if the client is the sole remaining investor. Likewise, as the manager or sub-adviser, we will have information that investors will not have about the investments held by a fund and about other investors’ intentions to invest or redeem. Such information could potentially be used to favor one investor over another. The Firm addresses the conflicts associated with side-by-side management by managing our accounts consistent with applicable laws and following procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged, including but not limited to policies relating to trading operations, best execution, trade order aggregation and allocation, cross-trading, personal securities trading, and purchases of securities from affiliated underwriters. Conflicts of Interest Relating to Dual Officer Arrangements and Employee Location The Firm is part of a group of affiliated companies and uses employees and services of a separate service affiliate to support its advisory business, including investment-related services (such as investment advice, trading and portfolio execution), client servicing and reporting, operational and back-office support, systems support, and other corporate services, including human resources, legal, marketing and finance. Additionally, the Firm may also share certain officers with its affiliates. Some officers hold positions at both the Firm and one or more affiliated entities (“dual officers”) for the purpose of performing administrative, operational or investment management and other functions. These arrangements are designed to provide access to specialized expertise and consistent, efficient service across the organization. At the same time, they can create actual or potential conflicts of interest—for example, competing demands on personnel who serve multiple affiliates, or side-by-side management considerations that could lead personnel to favor one client or affiliate over another. The Firm addresses these risks through governance and supervision that clearly assign responsibilities for activities; intercompany service agreements with 13  defined service levels and segregation of duties; and compliance policies and procedures reasonably designed to identify, monitor, and mitigate conflicts. When a conflict cannot be eliminated, the Firm provides full and fair disclosure and implements controls intended to reduce potential impacts on clients, consistent with its fiduciary duty under applicable law. The Firm remains legally and contractually responsible for its advisory services and client accounts, regardless of whether services are performed by dual officers or service affiliate personnel. These arrangements do not change your advisory agreement, our fiduciary duty, or the nature of our client relationship. Fees and billing for advisory services remain as disclosed in your applicable agreement, and clients are not charged any fees other than those specified therein. The Firm reviews and updates its disclosures as needed to reflect material changes to dual officer roles, shared locations, or the use of service affiliate personnel. Clients with questions about these arrangements, our conflicts management, or our privacy practices may contact their relationship team, and we will provide additional information upon request. The Firm may share office space and facilities with affiliated entities, including the service affiliate whose employees support one or more affiliated investment advisers. Sharing locations can raise concerns about access to systems, books and records, and material non-public information (MNPI), or inadvertent exposure to confidential client information. The Firm applies physical, administrative, and technological safeguards to protect client information and MNPI, including need-to-know access, information barriers, secure storage, clean-desk practices, visitor protocols, and role-based system entitlements. All personnel—whether employed directly by the Firm or by a service affiliate—must comply with the Firm’s compliance policies and procedures. The Firm safeguards client information in accordance with applicable privacy requirements, including SEC Regulation S-P, and its applicable Privacy Policies. Access to client information is limited to personnel who need it to provide services, and information is shared with affiliates only as permitted by law, applicable policies, and client agreements. Conflicts of Interest Relating to the Management of Multiple Client Accounts We and our affiliates perform investment advisory services for various clients. In many instances, we give advice and take action in the performance of our duties with respect to certain of our clients which can differ from the advice given, or the timing or nature of action taken, with respect to another client or by our affiliates on behalf of their clients. We have no obligation to purchase or sell for a client any security or other property which we purchase or sell for our own account or for the account of any other client, if it is undesirable or impracticable to take such action. Conflicts of Interest Relating to “Proprietary Accounts” We and our affiliates and employees, from time to time manage and/or invest in products managed by the Firm and we or our related persons from time to time establish “seeded” funds or accounts for the purpose of developing new investment strategies and products (collectively, “Proprietary Accounts”). Investment by the Firm, our affiliates or our employees in Proprietary Accounts creates conflicts of interest because we have an incentive to favor these Proprietary Accounts by, for example, directing our best investment ideas to these accounts or allocating, aggregating or sequencing trades in favor of such accounts, to the disadvantage of other accounts. We also have an incentive to dedicate more time and attention to our Proprietary Accounts and to give them better execution and brokerage commissions than our other client accounts. We also periodically 14  waive fees for Proprietary Accounts or for certain affiliated persons who invest in such Proprietary Accounts. These conflicts are heightened where employee-related, affiliated, or other proprietary accounts invest in the same strategies as client accounts, particularly where investment opportunities are limited, securities are less liquid, or trades are aggregated. Although the Firm applies policies and procedures designed to treat clients fairly, no policy or procedure can eliminate all conflicts of interest. Please see Item 11 of this Brochure for a description of the Firm’s Code of Ethics and Item 12 of this Brochure for more information on our brokerage practices and trade allocation policies and procedures. Conflicts of Interest Relating to Investment in Affiliated Accounts To the extent permissible under applicable law (including compliance with any applicable ERISA prohibited transaction exemptions), we, from time to time, invest some or all of our temporary investments in mutual funds (including money market funds) or similar accounts advised or managed by affiliates of the Firm. In addition, we occasionally invest client accounts in affiliated pooled vehicles. We have an incentive to allocate investments to these types of affiliated accounts in order to generate additional fees for us or our affiliates. In certain instances, we enter into revenue sharing arrangements with affiliates where we receive a portion of the fee, or bill the full fee to the client and reimburse the affiliate. Specifically, the Firm will suggest participation in a collective fund managed by the Bank, which commingled funds are managed by the Firm’s personnel in their capacity as dual officers. We also enter into wholesale arrangements with affiliates where we receive only a portion of the client fee. For certain accounts with affiliates, some of the fees, such as custodial fees, are waived or rebated. Please refer to Item 10 of this Brochure for an explanation of the conflicts associated with the businesses of our affiliates. Please see Item 12 of this Brochure for more information on our brokerage practices. Other Conflicts of Interest As noted previously, we and our affiliates manage numerous accounts with a variety of interests. This necessarily creates conflicts of interest for us. For example, we or an affiliate may cause multiple accounts to invest in the same investment. Such accounts can 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. Some of our accounts have gain/loss restrictions requiring them to hold certain securities while they are sold in other accounts. Conflicts also arise in cases where multiple Firm and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of our client accounts could acquire debt obligations of a company while another client account acquires an equity investment. In negotiating the terms and conditions of any such investments, we could conclude that the interests of the debt-holding client accounts and the equity holding client accounts conflict. If that issuer encounters financial problems, decisions over the terms of any workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt holding accounts may be better served by a liquidation of an issuer in which they could be paid in full, whereas equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s 15  senior securities could potentially direct cash flows away from junior security holders, and both the junior and senior security holders could be client accounts of the Firm. As we become aware of any of the foregoing conflicts of interest they will be discussed and resolved on a case-by-case basis. Any such discussions will factor in the interests of the relevant parties and applicable laws. Please see Item 6 of this Brochure for more information on our dual officer arrangements, Item 10 for more information on our industry affiliations, Item 11 for more information on participation or interest in client transactions and Item 12 for an explanation of our brokerage practices and trade allocation policies and procedures. 16  Item 7: Types of Clients We provide investment advisory services to individuals, proprietary accounts, banks or thrift institutions and other institutional clients, including, without limitation, corporate pension (Defined Benefit and Defined Contribution) and profit sharing plans, Taft-Hartley plans, trusts, estates, sovereign wealth funds, Voluntary Employee Beneficiary Associations, supranational organizations, central banks, charitable institutions, foundations, endowments, financial intermediaries, broker-dealers, other financial institutions, hedge funds, municipalities, insurance companies, variable annuities, state and local governments, religious organizations, Wrap Fee programs, U.S. registered investment companies, collective investment vehicles, exchange-traded funds, other non-U.S. regulated funds, separate accounts and other U.S. and international institutional accounts. Account Requirements: The Firm generally requires clients to execute a written investment management agreement with us, granting us authority to manage their assets. However, as discussed in Item 4 of this Brochure, retention of our investment advisory services is obtained through various vehicles and arrangements. Please see Item 5 of this Brochure for more information on how we charge fees. 17  Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Mellon Index Strategies Mellon’s Index strategies provide exposure to a set of equity and fixed income benchmarks with low tracking error. We believe index strategies offer a cost-effective method to obtain market exposure. We seek to replicate the performance and characteristics of index benchmarks through a variety of portfolio construction methods. Several of these strategies may include customization to achieve specific client outcomes such as: decommissioning commercial nuclear plants, client specific restrictions, tax managed approaches, ESG screens. Index strategies are typically fully invested. U.S. Equity Index strategies seek to match the performance and characteristics of their respective U.S. equity index benchmarks. International Equity Index strategies seek to match the performance and characteristics of their respective international equity index benchmarks. Global Equity Index strategies seek to match the performance and characteristics of their respective global equity index benchmarks. Emerging Market Equity Index strategies seek to match the performance and characteristics of their respective emerging and frontier index equity benchmarks. Green Beta Equity strategies seek to target specific ESG outcomes given a specified risk target acceptable to clients. Fixed Income Index strategies seek to match the performance and characteristics of their respective U.S. and/or international fixed income index benchmarks. Direct Indexing We manage customized equity portfolios for individuals and institutions. We use quantitative models and tools to incorporate client specifications for benchmarks, client-specific screens, and tax management. Clients also are able to customize their portfolios to meet specific requirements, such as holding restrictions, industry/country limitations, and individual tax requirements. Client portfolios can include securities representing US or ex-US equity market indexes. We construct customized client portfolios by selecting equity stocks that track a target benchmark. The team employs software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. For taxable clients, any savings realized by the reduction in taxes paid or postponed can improve returns when measured on an after-tax basis. This after-tax return benefit presumes that participating clients have capital gains generated from other sources suitable for offset. Changes in tax law and/or the treatment of capital gains could impact the after-tax returns from this strategy. 18  Our Direct Indexing strategy is not currently available for ERISA clients, which are any Client Accounts established on behalf of: (i) an employee benefit plan subject to the provisions of Title I of ERISA; or (ii) a plan subject to any federal, state, local or non-U.S. statute, regulation, procedure or restriction that is materially similar to section 406 of ERISA. Tax Overlay The Firm provides tax overlay services, including tax transition management. The goal of customized tax solutions is to improve an investor’s after-tax performance while generally maintaining risk and return characteristics that are similar to a selected Model. The performance of tax-managed accounts can differ meaningfully from accounts that are not tax- managed due to certain techniques used to generate losses or to minimize gains; client requests to limit realized gains; and/or client requests to apply an annual capital gains budget. This could result in actions including, but not limited to, client account(s) holding position(s) longer to potentially achieve a more beneficial tax treatment, selling position(s) with loss(es), buying securities that are not held in the chosen Product/Model and/or selling securities that are held in the chosen Product/Model; collectively, these actions could potentially result in meaningful differences in holding(s), positioning(s) and investment allocation(s) relative to the chosen Product/Model. 130/30 Equity Strategy less attractive. Under normal circumstances, we generally seek Mellon’s 130/30 equity strategy is an actively managed equity strategy that combines long positions in securities we believe are attractive with short positions in securities the firm believes are to maintain approximately 130% long exposure and 30% short exposure, resulting in net exposure of approximately 100%, although actual exposures may vary over time. The firm uses fundamental analysis, quantitative analysis, or a combination of both in managing the strategy. Depending on the security and the market environment, we may consider factors such as valuation, earnings trends, profitability, financial condition, management quality, industry dynamics, price behavior, and other relevant data in selecting securities and constructing the portfolio. The firm may buy securities it believes are undervalued or otherwise well-positioned and may sell short securities it believes are overvalued, deteriorating, or otherwise less attractive. Because the strategy uses the proceeds from short sales to purchase additional long positions, it creates exposure beyond the amount of the portfolio’s net assets. As a result, the strategy differs from a traditional long-only equity approach and may be more volatile. Dreyfus Cash Strategies Our Dreyfus Cash strategies include a broad range of approaches to managing key client goals across operating, core and strategic cash buckets. These buckets differ in terms of purpose, liquidity, time horizon and yield characteristics. Our Separately Managed Accounts (SMAs) provide institutional investors with customized, separate account strategies with average durations ranging from overnight to 3 years & across government, credit, securitized, sovereign and Treasury instruments. 19  Most of our strategies will be fully invested the majority of the time but will use cash for tactical or strategic purposes. We may hold some cash balances due to cash flows or limited availability of securities due to market conditions rather than tactical judgments. We will also from time to time hold cash balances as a means of reducing risk in portfolios. We manage cash with a focus on principle preservation and liquidity. Our short duration strategies specifically offered as SMAs include: Overnight Short-Term Investment (Overnight STIF) strategy seeks to provide 100 percent daily liquidity by investing in next day maturity securities. Portfolios generally invest in time deposits, repurchase agreements, commercial paper, and instruments issued or fully guaranteed by the U.S. Government, such as U.S. Treasury and agency securities. Individual security quality ranges from AAA to A and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). Short-Term Investment (STIF) strategy seeks to outperform the 3-Month Treasury Bill Index by investing in securities that emphasize principal protection, diversification and liquidity through a low-risk short-term strategy. Portfolios generally invest in time deposits, repurchase agreements, commercial paper, certificates of deposit, floating rate notes, corporate bonds, bank deposits, asset- backed securities, and instruments issued or fully guaranteed by the U.S. Government, such as U.S. Treasury and agency securities. Individual security quality ranges from AAA to A and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). Treasury Short-Term Investment (Treasury STIF) strategy seeks to outperform the 3-Month Treasury Bill Index by investing in securities that emphasize principal protection and liquidity through a low-risk short-term strategy. Portfolios generally invest in instruments issued or fully guaranteed by the U.S. Treasury and repurchase agreements collateralized only by U.S. Treasury securities. Individual security quality ranges from AAA to AA and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). Government Short-Term Investment (Government STIF) strategy seeks to outperform the 3- month Treasury Bill Index by investing in securities that emphasize principal protection and liquidity through a low-risk short-term strategy. Portfolios generally invest in instruments issued or fully guaranteed by the U.S. Government, such as U.S. Treasury and agency securities, and repurchase agreements collateralized only by U.S. Treasury and agency securities. Individual security quality ranges from AAA to AA and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). Enhanced Cash Short-Term Investment strategy seeks to outperform the 3-Month Treasury Bill Index or traditional cash portfolios through a low-risk short-term strategy. Portfolios invest in securities with longer maturities than traditional money markets while still emphasizing liquidity and diversity. The portfolios generally invest in repurchase agreements, commercial paper, certificates of deposit, bank deposits, asset-backed securities, corporate notes, and instruments issued or fully guaranteed by the U.S. Government, such as U.S. Treasury and agency securities. Individual security quality ranges from AAA to A (or BBB) and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). 20  Ultra Short Government/Credit strategy seeks to outperform a benchmark consisting of 50% of the 3-Month Treasury Bill Index and 50% of the 1-3 Year Government/Credit Index through sector, structure, and security selection. Portfolios invest in a diversified mix of money markets and longer-term securities to emphasize total return while still maintaining a moderate degree of liquidity. The portfolios generally invest in time deposits, corporate bonds, mortgage-backed securities, asset-backed securities, money market instruments, and instruments issued or fully guaranteed by the U.S. Government, such as U.S. Treasury and agency securities. Individual security quality ranges from AAA to BBB and A1/P1/F1 (and to A2/P2/F2 for repurchase agreement counterparties). US 1-3 Year Government Credit strategy seeks to balance principal preservation and high liquidity with income generation by seeking to outperform the Bloomberg Barclays 1-3 Year US Government/Credit Index, over a full market cycle, on both an absolute and risk-adjusted basis. Investment Risks Summary of Material Risks Each investment strategy offered by the Firm invests in a variety of securities, derivatives and/or other assets and employs a number of investment techniques that involve certain risks. Investing in securities and derivatives involves risk of loss that you should be prepared to bear. The risks set forth below represent a general summary of the material risks involved in the investment strategies we offer. We define material risks as risks associated with any type of investment that would account for 5% or more of the overall investment strategy. If applicable, please refer to the “risk factors” section in the offering documents or prospectus for a more detailed discussion of the risks involved in an investment in a fund. Not all material risks will be applicable to each strategy. American Depository Receipts and Global Depository Receipts risk. American depository receipts ("ADRs") are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global depository receipts ("GDRs") are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company's publicly traded securities that are traded on non-U.S. stock exchanges or non- U.S. over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depository receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sales or disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non- U.S. companies may not be subject to accounting, auditing and financial reporting standards and 21  requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Allocation risk. The asset classes in which a strategy seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so the strategy will be affected by its allocation among the various asset classes. If the strategy favors exposure to an asset class during a period when that class underperforms, performance may be hurt. In addition, there can be no assurance that the allocation of a strategy’s assets among investment strategies and underlying funds will be effective in achieving the strategy’s investment goal. Alternative asset classes and investment strategies risk. These strategies may invest in asset classes and employ investments that involve greater risks than the asset class investments and strategies used by traditional strategies, including increased use of short sales, leverage, derivative transactions and hedging strategies. Accordingly, investors should consider investing in these strategies only as part of an overall diversified portfolio. Artificial intelligence (“AI”) and machine learning risk. The Firm uses generative AI, large language models, machine learning, or related automated technologies, (collectively, “AI Tools”) to support research, operational efficiency and employee productivity. Our approach is to use AI prudently, in ways aligned with our fiduciary obligations, regulatory and compliance requirements, and client interests. Some examples of how we use AI Tools include summarizing public information and analyzing large data sets to support business and investment decisions. Investment decisions remain the responsibility of our professionals and are subject to human judgment, established processes, and risk controls. We do not rely on output from AI Tools alone to make investment decisions for clients. While AI Tools can improve speed and scale, they also carry risks, including biased or incomplete data, errors or “hallucinations,” reduced transparency into how models work, cybersecurity and data privacy considerations, and limits to third‑party visibility or control. To manage these risks, the Firm maintains a robust governance, oversight and control framework designed to promote appropriate use of AI Tools, including controls on data sources, testing and monitoring, guardrails for third‑party tools, and human oversight. However, risks cannot be fully eliminated. AI Tools used or developed by the Firm, third-party vendors, counterparties, and other market participants in business processes, models, services, or products increases potential exposure to risks and potential liabilities. Clients should consider these risks and assume that the usage of AI Tools is an inherent part of any engagement with the Firm. Asian emerging market risk. Many Asian economies are characterized by over-extension of credit, frequent currency fluctuations, devaluations and restrictions, rising unemployment, rapid fluctuations in inflation, reliance on exports and less efficient markets. Currency devaluation in one Asian country can have a significant effect on the entire region. The legal systems in many Asian countries are still developing, making it more difficult to obtain and/or enforce judgments. Furthermore, increased political and social unrest in some Asian countries could cause economic and market uncertainty throughout the region. The auditing and reporting standards in some Asian emerging market countries may not provide the same degree of shareholder/investor protection or information to investors as those in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liability and consolidation may be treated differently than under the auditing and reporting standards of developed countries. 22  Asset-backed securities risk. General downturns in the economy could cause the value of asset- backed securities to fall. In addition, asset-backed securities present certain risks that are not presented by mortgage-backed securities. Primarily, these securities may provide a strategy with a less effective security interest in the related collateral than do mortgage-backed securities. Therefore, there is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities. Banking industry risk. The risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking industry. Borrowing and Financing Risk. Short selling depends on the availability of securities to borrow. Borrowing costs may increase, and securities available for borrowing at one time may later become unavailable. If a borrowed security is recalled or becomes difficult to borrow, the firm may be required to close a short position at an unfavorable time or price. Call risk. Some 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. Clearance and settlement risk. Many emerging market countries have different clearance and settlement procedures from developed countries. There may be no central clearing mechanism for settling trades and no central depository or custodian for the safe keeping of securities. The registration, record-keeping and transfer of instruments may be carried out manually, which may cause delays in the recording of ownership. Increased settlement risk may increase counterparty and other risks. Certain markets have experienced periods when settlement dates are extended, and during the interim, the market value of an instrument may change. Moreover, certain markets have experienced periods when settlements did not keep pace with the volume of transactions resulting in settlement difficulties. Because of the lack of standardized settlement procedures, settlement risk in emerging markets is more prominent than in more mature markets. Commodity sector risk. Exposure to the commodities markets may subject a strategy to greater volatility than investments in traditional securities. 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. Convertible securities risk. Convertible securities may be converted at either a stated price or stated rate into underlying shares of common stock. Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer. Although to a lesser extent than with fixed-income securities, the market values of convertible securities tend to decline as interest rates increase. In addition, because of the conversion feature, the market values of 23  convertible securities tend to vary with fluctuations in the market value of the underlying common stock. Although convertible securities are designed to provide for a stable stream of income, they are subject to the risk that their issuers may default on their obligations. Convertible securities also offer the potential for capital appreciation through the conversion feature, although there can be no assurance of capital appreciation because securities prices fluctuate. Convertible securities generally offer lower interest, or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible securities’ governing instrument. If a convertible security held by an account is called for redemption, the account will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the ability to achieve an account’s investment objective. 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. Additionally, where a strategy seeks to deliver returns that are not typically representative of the broad market by allocating its assets among satellite asset categories or investment strategies, there can be no guarantee that the performance of the underlying funds or the fund will have a low correlation to that of traditional asset classes under all market conditions. Counterparty risk. Under certain conditions, a counterparty to a transaction, including repurchase agreements and derivative instruments, could fail to honor the terms of the agreement, default and the market for certain securities or financial instruments in which the counterparty deals may become illiquid. Country, industry and market sector allocation risk. A strategy may be overweighted or underweighted, relative to the benchmark index, in companies in certain countries, industries or market sectors, which may cause the strategy’s performance to be more or less sensitive to positive or negative developments affecting these countries, industries or sectors. In addition, a strategy may, from time to time, invest a significant portion (more than 25%) of its total assets in securities of companies located countries, such as the United Kingdom and Japan, depending on such country’s representation within the benchmark index. Credit Default Swaps (“CDS”). The "buyer" in a credit default contract is obligated to pay the "seller" a periodic stream of payments over the term of the contract provided that no event of default on an underlying obligation has occurred. If a "credit event" occurs, the seller must pay the buyer the full notional value, or "par value," of the obligation. CDS transactions are either "physical-settled" or "cash-settled." Physical settlement entails the actual delivery by the buyer of the reference asset to the seller in exchange for the payment of the full par value of the reference asset. Cash settled entails a net cash payment from the seller to the buyer based on the difference of the par value of the reference asset and the current market value of the reference asset. The portfolio may be either the buyer or seller in a CDS transaction. CDS can be used to address the perception of the client that a particular credit, or group of credits, may experience credit improvement or deterioration. In the case of expected credit improvement, the portfolio may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the 24  obligation of the portfolio to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The portfolio may also buy credit default protection with respect to a reference entity if there is a high likelihood of perceived credit deterioration or for risk management purposes. In such instance, the portfolio will pay a premium regardless of whether there is a credit event. If the portfolio is a buyer and no credit event occurs, the portfolio will have made a series of periodic payments and recover nothing of monetary value. However, if a credit event occurs, the portfolio (if the buyer) will receive the full notional value of the reference obligation either through a cash or physical settlement. As a seller, the portfolio receives a fixed rate of income throughout the term of the contract, which typically is between six months and five years (but may be longer), provided that there is no credit event. CDS transactions may involve greater risks than if the portfolio had invested in the reference obligation directly. The CDS market in high yield securities is comparatively new and rapidly evolving compared to the CDS market for more seasoned and liquid investment-grade securities, creating the risk that the newer markets will be less liquid, and it may be difficult to exit or enter into a particular transaction. Credit Linked Note (“CLN”). We may purchase CLNs from time to time when we are unable to access certain markets. CLNs are created through a Special Purpose Vehicle (SPV) which owns the reference obligation and issues a security with the same attributes as the underlying security. CLNs are over the counter securities negotiated with a dealer. In the event the counterparty defaults, the security could become illiquid or suffer significant price depreciation or loss of principal as the CLN is a fully funded privately negotiated transaction. In the transaction, the dealer becomes the issuer and determines whether a risk event has occurred. Risk events can vary by dealer but are generally focused on credit events or settlement events. A credit event is generally triggered when the reference entity fails to pay or restructures its debt. Settlement events are generally triggered when changes in local laws or local market events prohibit the issuer from transacting in the reference security or currency. Following the determination of a risk event, the maturity date could be accelerated, and the issuer will return value that is obtained from the highest bid in the payment currency. Under these circumstances, the value returned to holders could be zero. 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, lowering the value of a strategy’s investment in such security. The lower a security’s credit rating, the greater the chance that the security issuer will default or fail to meet its payment obligation. See also “High yield bond risk.” 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”. In general, cybersecurity incidents can result from deliberate attacks or unintentional events. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems (e.g., through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cybersecurity attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial of service attacks on websites (i.e., efforts to make services unavailable to intended users). As the use of technology has become more prevalent, we and the client accounts 25  we manage have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause us and client accounts (including funds) we manage 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 we invest, counterparties with which we engage 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 we do not directly control the cybersecurity systems of issuers or third-party service providers. Recent technological advances in generative artificial intelligence and machine learning technologies and systems create opportunities for, and present risks to, the Firm and its clients. The Firm has taken a limited approach to artificial intelligence technology given reliability, cybersecurity, and other concerns. However, it is likely that the Firm and its clients will be exposed to risks related to artificial intelligence through third parties, such as service providers and counterparties. Derivatives risk. A small investment in derivatives could have a potentially large impact on a strategy’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets. Derivatives can be highly volatile, illiquid and difficult to value and there is the risk that changes in the value of a derivative held by the strategy will not correlate with the underlying instruments or the strategy’s other investments. Derivative instruments also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments’ terms. Certain types of derivatives involve greater risks than the underlying obligations because, in addition to general market risks, they are subject to illiquidity risk, counterparty risk and credit risk. Additionally, some derivatives involve economic leverage, which could increase the volatility of these investments as they may fluctuate in value more than the underlying instrument. See also “Leverage risk.” 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, have restrictions on foreign ownership or prohibitions on repatriation of assets and impose 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 26  procedures also may be less reliable in emerging markets than in developed markets. The fixed income securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. In addition, such securities often are considered to be below investment grade credit quality and predominantly speculative. Equity securities risk. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, an account may suffer losses if it invests in equity instruments of issuers whose performance diverges from expectations or if equity markets generally move in a single direction. Accounts may also be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Exchange-traded fund (“ETF”) risk. Exchange Traded Funds ("ETFs") are shares of publicly traded unit investment trusts, open-ended funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying financial instruments they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying financial instruments they are designed to track and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. ETFs in which the strategy may invest involve certain inherent risks generally associated with investments in a portfolio of common stocks and/or bonds, 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 securities held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. Fixed income market risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. An unexpected increase in strategy redemption requests, which may be triggered by market turmoil or an increase in interest rates, could cause the strategy to sell its holdings at a loss or at undesirable prices and adversely affect the strategy’s performance and increase the strategy’s liquidity risk, expenses and/or taxable distributions. 27  Foreign Currency Options. We may take positions in options on foreign currencies for investment purposes or to hedge against the risk that foreign exchange rate fluctuations will affect the value of foreign securities such portfolios hold or intend to purchase. Transaction costs may be higher because the quantities of currencies underlying option contracts that such portfolios may enter represent odd lots in a market dominated by transactions between banks. There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information is generally representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the- clock interbank currency markets are open, and this can create price and rate discrepancies. Forward Foreign Currency Exchange Transactions. We may engage in spot transactions and use forward contracts for investment purposes and to protect against uncertainty in the level of future exchange rates. For example, these portfolios may use forward contracts in connection with existing portfolio positions to lock in the U.S. dollar value of those positions, to increase a portfolio’s exposure to foreign currencies that may rise in value relative to the U.S. dollar or to shift the portfolio’s exposure to foreign currency fluctuations from one country to another. The precise matching of the forward contract amounts, and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for a portfolio to purchase additional foreign currency on the spot (that is, cash) market and bear the expense of such purchase if the market value of the security is less than the amount of foreign currency the portfolio is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the portfolio is obligated to deliver. Foreign currency risk. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency exchange rates may fluctuate significantly over short periods of time. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the strategy and denominated in those currencies. Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Foreign government obligations and securities of supranational entities risk. Investing in foreign government obligations and the sovereign debt of emerging market countries creates exposure to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Factors which may influence the ability or willingness of a foreign government or country to service debt include a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its government’s policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international agencies. Other factors include the obligor’s balance of payments, including export performance, its access to international credit and investments, 28  fluctuations in interest rates and the extent of its foreign reserves. A governmental obligor may default on its obligations. These risks are heightened with respect to emerging market countries. Foreign investment risk. Special risks associated with investments in foreign companies include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political or economic instability, seizure or nationalization of assets, imposition of taxes or repatriation restrictions and differing auditing and legal standards. The securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. The imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments, or problems in share registration, settlement or custody, may also result in losses. Frontier market risk. The risks associated with investments in frontier market countries include all the risks described for investments in foreign securities and emerging markets, although the risks are magnified for frontier market countries. Because frontier markets are among the smallest, least mature and least liquid of the emerging markets, investments in frontier markets generally are subject to a greater risk of loss than investments in developed markets or traditional emerging markets. Frontier market countries have smaller economies, less developed capital markets, greater market volatility, lower trading volume, more political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments than typically found in more developed markets. Futures contracts risk. Futures contracts generally provide a high degree of liquidity and a low level of counterparty 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 when a portfolio would not be able to close a future investment position when it wanted to do so. Upon entering 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, national or international political circumstances, and other unforeseen 29  circumstances. 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. The Firm’s strategies may be materially or adversely affected by existing macroeconomic events, or by similar or other events in the future. Consequently, the Firm may not be capable of, or successful at, preserving the value of assets, generating positive investment returns or effectively managing risks. 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 products, 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. Both domestic and foreign investments may be impacted by changes in the global economy. Government securities risk. Not all obligations of the U.S. government’s agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality and in some cases, there may be some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the strategy does not apply to the market value of such security. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities, since it is not obligated to do so by law. Growth and value stock risk. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend yield that can cushion stock prices in market downturns. Value stocks involve the risk that they may never reach their expected full market value, either because the market fails to recognize the stock’s intrinsic worth, or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued. Growth stock risk. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks may lack the dividend yield that may cushion stock prices in market downturns. Healthcare sector risk. When a strategy’s investments are concentrated in the health care and related sectors, the value of your investment will be affected by factors particular to those sectors and may fluctuate more widely than that of a strategy which invests in a broad range of industries. Health care companies are subject to government regulation and approval of their products and 30  services, which can have a significant effect on their market price. The types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial and may have a significant impact on the health care company’s market value and/or share price. Biotechnology and related companies are affected by patent considerations, intense competition, rapid technology change and obsolescence and regulatory requirements of various federal and state agencies. In addition, some of these companies are relatively small and have thinly traded securities, may not yet offer products or may offer a single product and may have persistent losses during a new product’s transition from development to production, or erratic revenue patterns. The stock prices of these companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. Securities of companies within specific health care sectors can perform differently than the overall market. This may be due to changes in such things as the regulatory or competitive environment, or to changes in investor perceptions regarding a sector. Because the strategy may allocate relatively more assets to certain health care sectors than others, the strategy’s performance may be more sensitive to developments which affect those sectors emphasized by the strategy. Higher Turnover and Transaction Cost Risk. Certain strategies may involve more frequent trading than a traditional long-only strategy. Increased trading may result in higher brokerage commissions, borrowing expenses, financing costs, bid-ask spreads, and other transaction-related costs, which may reduce returns. High yield bond risk. High yield (“junk”) bonds involve greater credit risk, including the risk of default, than investment grade bonds and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments. The prices of high yield bonds can fall dramatically in response to bad news about the issuer or its industry, or the economy in general. Indexing strategy risk. Indexing strategies do not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor index performance. The correlation between strategy and index performance may be affected by the strategy’s expenses and use of sampling techniques, changes in securities markets, changes in the composition of the index and the timing of purchases and sales. Legal, tax and regulatory changes, such as certain sanctions imposed by governments, may occur, which may restrict the strategy’s ability to purchase, hold or sell certain constituents of the relevant index in their appropriate proportions or otherwise adversely affect the ability of the strategy to pursue its indexing strategy. Inflation-indexed security risk. Interest payments on inflation-indexed securities can be unpredictable and will vary as the principal and/or interest is periodically adjusted based on the rate of inflation. If the index measuring inflation falls, the interest payable on these securities will be reduced. The U.S. Treasury has guaranteed that in the event of a drop in prices, it would repay the par amount of its inflation-indexed securities. Inflation-indexed securities issued by corporations generally do not guarantee repayment of principal. Any increase in the principal amount of an inflation-indexed security will be considered taxable ordinary income, even though investors do not receive their principal until maturity. As a result, the strategy may be required to make annual distributions that exceed the cash the strategy received, which may cause the strategy to liquidate certain investments when it is not advantageous to do so. Also, if the principal value 31  of an inflation-indexed security is adjusted downward due to deflation, amounts previously distributed may be characterized in some circumstances as a return of capital. Interest rate risk. Prices of debt securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect the prices of these securities and, accordingly, the value of your investment. The longer the effective maturity and duration of the strategy’s portfolio, the more the value of your investment is likely to react to interest rates. Mortgage-related securities can have a different interest rate sensitivity than other bonds, however, because of prepayments and other factors, they may carry additional risks and be more volatile than other types of debt securities due to unexpected changes in interest rates. Initial public offering (“IPO”) risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on a strategy’s performance depends on a variety of factors, including the number of IPOs the strategy invests in relative to the size of the strategy and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. Therefore, IPO investments may magnify the returns of the strategy. Issuer risk. The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services. Large cap stock risk. To the extent a strategy invests in large capitalization stocks, the strategy may underperform strategies that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor. Leverage risk. The use of leverage, such as engaging in reverse repurchase agreements, lending portfolio securities, entering into futures contracts or forward currency contracts, investing in inverse floaters, entering into short sales, the use of portfolio leverage or margin and engaging in forward commitment transactions, may magnify a strategy’s gains or losses. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Liquidity risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities and the value of your investment may fall dramatically, even during periods of declining interest rates. Liquidity risk also exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. The secondary market for certain municipal bonds tends to be less well developed or liquid than many other securities markets, which may adversely affect the strategy’s ability to sell such municipal bonds at attractive prices. Trading limits (such as “daily price fluctuation limits” or “speculative position limits”) on futures trading imposed by regulators and exchanges could prevent the prompt liquidation of unfavorable futures positions and result in substantial losses. In addition, the ability to execute futures contract trades at favorable prices if trading volume in such contracts is low may 32  be limited. It is also possible that an exchange or a regulator may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. Therefore, in some cases, the execution of trades to invest or divest cash flows may be postponed, which could adversely affect the withdrawal of assets and/or performance. Market and credit risk. Ginnie Maes and other securities backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. Privately issued mortgage-related securities also are subject to credit risks associated with the underlying mortgage properties. These securities may be more volatile and less liquid than more traditional, government-backed debt securities. Market risk. The market value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, outbreaks of an infectious disease, changes in interest or currency rates or adverse investor sentiment generally. A security’s market value also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide. Micro-cap company risk. Micro-cap stocks may offer greater opportunities for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations. Micro-cap companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth. In addition, there may be less public information available about these companies. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and our ability to sell these securities. Also, it may take a long time before the value of your investment realizes a gain, if any, on an investment in a micro-cap company. Mortgage-related securities risk. Mortgage-related securities are complex derivative instruments, subject to credit, prepayment and extension risk, and may be more volatile, less liquid and more difficult to price accurately, than more traditional fixed-income securities. The strategy is subject to the credit risk associated with these securities, including the market’s perception of the creditworthiness of the issuing federal agency, as well as the credit quality of the underlying assets. Although certain mortgage-related securities are guaranteed as to the timely payment of interest and principal by a third party (such as a U.S. government agency or instrumentality with respect to government-related mortgage-backed securities) the market prices for such securities are not guaranteed and will fluctuate. Declining interest rates may result in the prepayment of 33  higher yielding underlying mortgages and the reinvestment of proceeds at lower interest rates can reduce the strategy’s potential price gain in response to falling interest rates, reduce the strategy’s yield or cause the strategy’s share price to fall (prepayment risk). Rising interest rates may result in a drop in prepayments of the underlying mortgages, which would increase the strategy’s sensitivity to rising interest rates and its potential for price declines (extension risk). Municipal lease risk. Because municipal leases generally are backed by revenues from a particular source or depend on future appropriations by municipalities and are not obligations of their issuers, they are less secure than most municipal obligations. Municipal securities risk. The amount of public information available about municipal securities is generally less than that for corporate equities or bonds. Special factors, such as legislative changes and state and local economic and business developments, may adversely affect the yield and/or value of the strategy’s investments in municipal securities. Other factors include the general conditions of the municipal securities market, the size of the particular offering, the maturity of the obligation and the rating of the issue. Changes in economic, business or political conditions relating to a particular municipal project, municipality or state, territory or possession of the United States in which the strategy invests may have an impact on the strategy’s performance. Non-diversification risk. A non-diversified strategy may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the strategy’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified strategy. Options risk. Options positions may include both long positions, where a portfolio is the holder of put or call options, as well as short positions, where a portfolio is the seller (writer) of an option. Option techniques can involve a relatively higher level of risk. The expiration of unexercised long options effectively results in loss of the entire cost, or premium paid, for the option. Conversely, the writing of an uncovered put or call option can involve, similar to short selling, a theoretically unlimited risk of an increase in a portfolio’s cost of selling or purchasing the underlying securities in the event of exercise of the option. Participatory notes risk. Investing in participatory notes involves the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. However, the performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. In addition, participatory notes are subject to counterparty risk since the notes constitute general unsecured contractual obligations of the issuing financial institutions, and the holder is relying on the creditworthiness of such institutions and has no rights under the participatory notes against the issuers of the stocks underlying such notes. Participatory notes may be considered illiquid. Portfolio turnover risk. A strategy may engage in short-term trading, which could produce higher transaction costs and taxable distributions and lower the strategy’s after-tax performance. Preferred stock risk. Preferred stock is a class of a capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt 34  securities, with respect to the payment of dividends and liquidation of the issuer. The market value of preferred stock generally decreases when interest rates rise and is also affected by the issuer’s ability to make payments on the preferred stock. Prepayment and extension risk. When interest rates fall, the principal on mortgage-backed and certain asset-backed securities may be prepaid. The loss of higher yielding underlying mortgages and the reinvestment of proceeds at lower interest rates can reduce the strategy’s potential price gain in response to falling interest rates, reducing the value of your investment. When interest rates rise, the effective duration of the strategy’s mortgage-related and other asset-backed securities may lengthen due to a drop in prepayments of the underlying mortgages or other assets. This is known as extension risk and would increase the strategy’s sensitivity to rising interest rates and its potential for price declines. Quantitative model risk. For certain strategies, we rely on quantitative models that utilize mathematical and statistical formulas designed to select a combination of positions that reflect forward-looking estimates of return and risk. There can be no assurance that a particular quantitative model has been designed to appropriately account for all variables that may affect the performance of a particular investment strategy. Any errors in the design, input or implementation of the quantitative models used by us could have a material adverse effect on the performance of a particular investment strategy. Due to the foregoing risks and the inherent complexities in quantitative models, it may be very difficult or impossible to detect the source of any weakness or failing in a quantitative model before any losses are incurred. Real estate sector risk. When a strategy’s investments are concentrated in the securities of companies principally engaged in the real estate sector, the value of your investment will be affected by factors particular to the real estate sector and may fluctuate more widely than that of a strategy which invests in a broader range of industries. The securities of issuers that are principally engaged in the real estate sector may be subject to risks similar to those associated with the direct ownership of real estate. These include: declines in real estate values, defaults by mortgagors or other borrowers and tenants, increases in property taxes and operating expenses, overbuilding, fluctuations in rental income, changes in interest rates, possible lack of availability of mortgage funds or financing, extended vacancies of properties, changes in tax and regulatory requirements (including zoning laws and environmental restrictions), losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems and casualty or condemnation losses. In addition, the performance of the economy in each of the regions and countries in which the real estate owned by a portfolio company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. In addition to the risks which are linked to the real estate sector in general, Real Estate Investment Trusts (“REITs”) are subject to additional risks. Equity REITs, which invest a majority of their assets directly in real property and derive income primarily from the collection of rents and lease payments, may be affected by changes in the value of the underlying property owned by the trust, while mortgage REITs, which invest the majority of their assets in real estate mortgages and derive income primarily from the collection of interest payments, may be affected by the quality of any credit extended. Further, REITs are highly dependent upon management skills and often are not diversified. REITs also are subject to heavy cash flow dependency and to defaults by borrowers or 35  lessees. In addition, REITs possibly could fail to qualify for favorable tax treatment under applicable U.S. or foreign law and/or to maintain exempt status under the Investment Company Act of 1940, as amended. Certain REITs provide for a specified term of existence in their trust documents. Such REITs run the risk of liquidating at an economically disadvantageous time. Regulatory Environment. The financial services industry at large is subject to strict, complex and evolving regulations. Such regulation may increase the Firm’s legal, compliance, operational, and related costs. Examples may include the added expenses of legal consultations, technology infrastructure, and personnel training in response to recent or forthcoming regulatory requirements. Changes in regulation may also increase administrative requirements on the Firm including, without limitation, responding to investigations, implementing new policies and procedures, and managing compliance related tasks or testing. The potential failure to scale the Firm’s oversight capabilities to such changes in regulatory landscape due to either uncertainty or a lag in implementation may result in fines, legal penalties, and reputational damage. Changes in regulation may render some strategies more costly or difficult to implement. Heightened regulations may cause preexisting or proposed strategies to become unfeasible due to the associated regulatory burden or restrictions placed upon the Firm, the markets or clients by new or updated regulations. Ultimately, the Firm must proactively endeavor to adapt to a dynamic regulatory environment while maintaining efficiency. 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. It is not possible to predict all the potential effects of the changes in law and regulation. Security Selection Risk. The success of the strategy depends on the firm’s ability to identify securities that will perform better or worse than expected. If the firm’s judgments about particular securities, industries, or market conditions are incorrect, the portfolio may underperform or lose value. Short sale risk. A strategy may make short sales, which involves selling a security it does not own in anticipation that the security’s price will decline. Short sales expose the strategy to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the strategy. Short positions in stocks involve more risk than long positions in stocks because the maximum sustainable loss on a stock purchased is limited to the amount paid for the stock plus the transaction costs, whereas there is no maximum attainable price on the shorted stock. In theory, stocks sold short have unlimited risk. The strategy may not always be able to close out a short position at a particular time or at an acceptable price. The strategy may not always be able to borrow a security the strategy seeks to sell shorts at a particular time or at an acceptable price. Thus, there is a risk that the strategy may be unable to fully implement its investment strategy due to a lack of available stocks or for some other reason. It is possible that the market value of the securities the strategy holds in long positions will decline while the market value of the securities the strategy has sold short increases, thereby increasing the strategy’s potential volatility. Small and mid-size company risk. Small and mid-size companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less 36  predictable (and some companies may be experiencing significant losses) and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the strategy’s ability to sell these securities. These companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Some of the strategy’s investments will rise and fall based on investor perception rather than economic factors. Other investments are made in anticipation of future products, services or events whose delay or cancellation could cause the stock price to drop. Social investment risk. Socially responsible and sustainability investment criteria may limit the number of investment opportunities available to a strategy and, as a result, at times the strategy’s returns may be lower than those strategies that are not subject to such special investment considerations. State-specific risk. A state-specific strategy is subject to the risk of that state’s economy, and the revenues underlying its municipal bonds may decline. Investing primarily in a single state makes the strategy more sensitive to risks specific to the state and may magnify other risks. Stock investing risk. Stocks generally fluctuate more in value than bonds and may decline significantly over short periods. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market value of a stock may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. A security’s market value also may decline because of factors that affect a particular industry, such as labor shortages or increased production costs and competitive conditions within an industry or factors that affect a particular company, such as management performance, financial leverage and reduced demand for the company’s products or services. Stock selection risk. Certain indexing strategies hold fewer securities than the applicable index. Owning fewer securities and having the ability to purchase companies not listed in the index can cause the strategy to underperform the index. Swap Agreements. These transactions are entered into to obtain a particular return when it is considered desirable to do so, possibly at a lower cost than if the portfolio had invested directly in an instrument that yielded that desired return. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency or in a "basket" of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under 37  which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Systemic risk. World events and/or the activities of one or more large participants in the financial markets and/or other events or activities of others could result in a temporary systemic breakdown in the normal operation of financial markets. Such events could result in a portfolio losing substantial value caused predominantly by liquidity and counterparty issues which could result in a portfolio incurring substantial losses. Tax risk. To be tax-exempt, municipal bonds generally must meet certain regulatory requirements. If any such municipal bond fails to meet these regulatory requirements, the interest received by the strategy from its investment in such bonds and distributed to you will be taxable. Tax-Managed Investing Risk Market conditions may limit the ability to generate tax losses or to generate dividend income taxed at favorable tax rates. A tax-managed strategy may cause a client portfolio to hold a security to achieve more favorable tax treatment or to sell a security in order to create tax losses. The ability to utilize various tax-management techniques may be curtailed or eliminated in the future by tax legislation or regulation. The benefit of tax managed investing to an individual investor is dependent upon the tax liability of that investor. Over time, the ability of an investor in a tax-managed strategy to harvest losses may decrease and gains may build up in a securities portfolio. Technology company risk. The technology sector has been among the most volatile sectors of the stock market. If the strategy’s investments are concentrated in the technology sector, its performance can be significantly affected by developments in that sector. Technology companies, especially small-cap technology companies, involve greater risk because their revenue and/or earnings tend to be less predictable (and some companies may be experiencing significant losses) and their share prices tend to be more volatile. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Investor perception may play a greater role in determining the day-to-day value of tech stocks than it does in other sectors. Investments made in anticipation of future products and services may decline dramatically in value if the anticipated products or services are delayed or cancelled. The risks associated with technology companies are magnified in the case of small-cap technology companies. The shares of smaller technological companies tend to trade less frequently than those of larger, more established companies, which can have an adverse effect on the pricing of these securities and on a strategy’s ability to sell these securities. Trading Limitations. For all securities, including options listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. These suspensions or limits could render certain strategies difficult to execute or continue and subject a portfolio to loss. 38  Unlisted financial instruments risk. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Value stock risk. Value stocks involve the risk that they may never reach their expected market value, either because the market fails to recognize the stock’s intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued. Volcker Rule risk. If Bank-controlled entities invest in a private fund and are subsequently required to divest some or all of their investments to meet the 3% Fund Limit (Bank-controlled entities could be required to limit their aggregate ownership interests in the fund to no more than 3% by (i) July 21, 2015, if the fund was established after December 31, 2013, or (ii) July 21, 2017, if the fund was established on or before December 31, 2013) or 3% Aggregate Limit (the aggregate investment in the fund and all “covered funds” by all Bank-controlled entities could be capped at 3% of the Bank’s Tier 1 capital), then this could have ramifications for the fund and its investors. The fund could be forced to sell portfolio holdings to raise cash for liquidation. This could result in the sale of portfolio holdings at inopportune times or at below-market prices. In addition, forced sales of portfolio holdings could increase brokerage and transfer costs and expenses, resulting in lost investment opportunities and generate tax consequences. However, in the case of any such divestment, we would seek to minimize any adverse impact to the fund. Warrant and rights risk. There are certain risks involved in trading warrants, including time decay. Time decay: “Time value” diminishes as time goes by—the rate of decay increases the closer to the date of expiration. The value of the certificate can drop to zero. If that were to happen before it is exercised, the warrant would lose any redemption value. Additionally, warrants and rights may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security. General Risks. Each investment strategy we offer invests in a variety of securities and derivatives and employs a number of investment techniques that involve certain risks. Investments involve risk of loss that clients (and investors in our funds) should be prepared to bear. We do not guarantee or represent that our investment program will be successful. Our past results are not necessarily indicative of our future performance, and our investment results may vary over time. We cannot assure you that our investment decisions will be profitable and, in fact, you could incur substantial losses. Your investments with us are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. We rely on data provided by third-party vendors as part of processes involved in providing investment advisory services to our clients. These processes include, but are not limited to index creation, pricing and valuation of securities, managing client restriction or exclusion lists, processing corporate actions and collateral management. We do not take responsibility for any errors that result from inaccurate and/or untimely data provided by third-party vendors. Moreover, there may be time lags associated with inputting or implementing vendor data that may impact 39  certain processes and thereby impact our advisory services and/or your investments. For example, an account may be temporarily invested in a newly restricted security until updated restricted securities data is received and implemented. Please refer to the applicable disclosure and offering documents for further information. Errors In executing the above investment strategies and in light of the above investment risks, the Firm’s operations are inherently complex, and errors will happen on occasion, including with respect to investment decisions, portfolio construction and trade execution and reconciliation. The Firm’s goal is to avoid errors by taking preventive measures. However, when errors do occur, after the errors have been corrected, the Firm’s practice is to examine its procedures and, if necessary, implement revised practices to limit the likelihood of recurrence. The Firm is generally responsible for its own errors and not the errors of other persons, including but not limited to third party brokers and custodians, unless otherwise expressly agreed to by the Firm. The Firm, in its sole discretion, may assist, to the extent possible, with the appropriate correction of errors committed by third parties. The Firm takes an active role in all error corrections and requires that all errors must be promptly corrected. The Firm’s policy is that we may not use other client accounts, a client’s brokerage account or any proprietary account of the Firm or of its affiliates to correct an error. In addition, the Firm requires that no client be disadvantaged as the result of an error we have caused. Pursuant to our error policy, clients generally retain any gain associated with an error caused by the Firm and the Firm will offer to reimburse clients for any losses resulting from an error caused by the Firm. If it is determined that the Firm has made an error in a client’s account, we will typically offer to compensate the client for the direct monetary losses (if any) the error caused in the client’s account. Unless prohibited by applicable law or a specific agreement with the client, we may make net gains and losses from the error or a series of related errors with the same root cause and offer to compensate the client for the net loss. 40  Item 9: Disciplinary Information Registered investment advisers are required on this item to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. Neither the Firm nor any of its executive officers, members of its committees or other “management” as defined in Form ADV has been subject to the legal or disciplinary events related to this Item or otherwise is required to disclose any event required by this Item other than as set out below. We note, however that effective on June 17, 2020, a Panel of the Business Conduct Committee of the Chicago Board of Trade (“CBOT”) accepted an offer of settlement from the Firm in connection with an alleged violation of a CBOT position limit rule. The Firm neither admitted nor denied any rule violation in the settlement. The CBOT Notice relating to this matter stated that, from September 11, 2019, through September 13, 2019, certain client accounts controlled by the Firm held soybean oil futures positions that were, in aggregate 15 contracts (0.19%) over the CBOT’s 8000 contract single month position limit. On the morning of Monday, September 16, 2019, the Firm reduced the overage to bring the accounts’ position into compliance, resulting in a gain of $9,720 to the accounts’ owners. As part of the settlement, the Firm agreed to pay a fine of $25,000, and a disgorgement of $9,720 representing the gain to its clients’ accounts. No amount of the fine or disgorgement was paid from any clients’ assets. From time to time, we and/or the Bank or other affiliates of the Firm are involved in regulatory examinations or litigation that arises in the ordinary course of our business. At this time, we are not aware of any additional regulatory matters or litigation that we believe would be material to an evaluation of our advisory business or the integrity of our management. 41  Item 10: Other Financial Industry Activities and Affiliations Registration under the Commodity Exchange Act The Firm is registered as a Commodity Trading Advisor (“CTA”) and is a member of the National Futures Association (the “NFA”). In connection with providing services as a CTA, our sales and certain client service and support employees are registered with the NFA as Associated Persons of the Firm. Additionally, certain of the Firm’s personnel are listed as Principals of the Firm with the NFA. Foreign Registrations The Firm does not have any foreign registrations. However, we do maintain exemptions from registrations in various countries. Affiliated Financial Services Companies BNY is a Global Financial Services Company BNY is a global financial services company 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 Investments & Wealth is the umbrella designation for BNY’s affiliated investment management firms, wealth management business and global distribution companies and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. Our services are sometimes offered under the umbrella designation “BNY.” In such cases, BNY is used to describe the range of investment products and services available from the affiliates of BNY. Our services are also sometimes offered under the umbrella designations BNY Investment Management (“BNY IM”) and BNY Investment Management EMEA Limited (“BNY EMEA”). BNY IM is used to describe the array of investment management services available to both U.S. and non-U.S. investors from the affiliates of BNY. BNY EMEA is used to describe the array of investment management services available from the affiliates of BNY to investors outside the U.S. We enter into transactions with unaffiliated counterparties or third-party service providers who can use affiliates of the Firm to execute or clear such transactions. Additionally, when we effect transactions in American Depository Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates for support services. Services provided by our affiliates to such unaffiliated counterparties, third party service providers and/or issuers 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 our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of ours is made by the unaffiliated 42  counterparty, third party service provider or issuer. Further, we will likely be unaware that the affiliate is being used to enter into such transaction or service. BNY and/or other affiliates of the Firm gather data from us about our business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by us or BNY or other affiliates of the Firm (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of the Firm or its Divisions, the Bank or other affiliates. This data is deemed confidential, and procedures are followed to ensure that any information is utilized solely for the purposes intended. BNY’s Status as a Bank Holding Company BNY and its direct and indirect subsidiaries, including the Firm, are subject to (1) certain U.S. banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), (2) regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (3) the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA, the Dodd-Frank Act, other applicable banking laws and the regulatory agencies, including the Federal Reserve, that interpret and administer these laws, may restrict (1) the transactions and relationships among BNY, its affiliates (including us) and our clients, and (2) our investments, transactions and operations. For example, the BHCA regulations applicable to BNY and us may restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments, and restrict our ability to participate in the management and operations of the companies in which we 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 and its affiliates (including us) for client and proprietary accounts may need to be aggregated and may be subject to a limitation on the amount of a position that may be held. These limitations may have an adverse effect on our ability to manage client investment portfolios. For example, depending on the percentage of a company that we and our affiliates (in the aggregate) control at any given time, the limits may: (1) restrict our ability to invest in that company for certain clients /or (2) require us to sell certain client holdings of that company at a time when it may be undesirable to take such action. Additionally, in the future BNY or the Bank may, in their sole discretion and without notice, engage in activities affecting us in order to comply with the BHCA, the Dodd-Frank Act or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) us and accounts that we and our affiliates manage. 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 and its subsidiaries (including us) 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 affiliated covered funds. 43  The Volcker Rule generally prohibits certain transactions involving an extension of credit or other type of transaction as set forth in applicable regulations between BNY and its affiliates, on the one hand, and “covered funds” managed or sponsored by BNY and/or its affiliates (including us), on the other hand. BNY 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 incidental or unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, we may be restricted from using a BNY affiliate as custodian or in other capacities for covered funds as well as being restricted in executing transactions for certain funds through broker-dealers that utilize a BNY affiliate as their securities clearance firm. Such restrictions could limit the covered fund’s selection of service providers and prevent us from executing transactions through broker-dealers we would otherwise use in fulfilling our duty to seek best execution. The Volcker Rule was amended in 2020 to include exemptions that permit a broader range of transactions between BNY and its affiliates and relevant covered funds. BNY intends to rely on such exemptions to the extent it deems appropriate. Affiliated Placement Agents We have affiliated “placement agents,” including, without limitation, BNY Mellon Securities Corporation (BNYSC) and BNY EMEA, who solicit persons to invest in our separate account products. Please see Item 14 of this Brochure for more information on the compensation arrangements related to client referrals. Certain of our employees are registered representatives of our affiliate, BNYSC, a registered investment adviser under the Advisers Act, a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority. In their capacity as registered representatives of BNYSC, these employees sell and provide services regarding funds managed by us to U.S. persons. These BNYSC-registered employees in certain situations provide advice to municipal entities or obligated persons regarding the investment of proceeds of a municipal security. There is a financial arrangement in place between us and BNYSC. A firewall exists with any BNY-affiliated broker-dealers either physically, or via procedures that prevent the Firm’s staff (including staff who are registered representatives of BNYSC) from providing access or certain information with respect to funds managed by us. Affiliated Service Providers In addition, to the extent permitted under applicable law, placement agents and their respective affiliates provide brokerage and certain other financial and securities services to us, our affiliates or related Private Funds. Such services, if there are any, will be provided at competitive rates. BNY is also affiliated with service providers, distributors and consultants that provide services and receive fees from BNY or its affiliates in connection with such services, which can incent such persons to distribute interests in a private fund or other BNY affiliated products. Certain corporate services, such as human resources, legal and finance, are provided to us by BNY or one of its affiliates. We have entered into an agreement with our affiliate, BNY Asset Management Operations LLC, to provide certain operational and systems support. In addition, certain of our business support functions are performed by employees of an overseas affiliate, 44  BNY International Operations (India) Private Limited, located in Pune and Chennai, India. The employees of this affiliate performing these support functions are dedicated solely to providing services to the Firm (through the affiliate). In addition, as noted in Item 6 of this Brochure, employees of affiliates provide investment related services as “associated persons” of the Firm. The Firm also engages in sub-advisory relationships with other BNY affiliated companies, including, but not limited to, BNY Investment Advisor, BNY Investment Management EMEA Limited, BNYI Singapore, BNY Investment Management Hong Kong Limited and the Bank, where the Firm is engaged by such affiliates to provide sub-advisory services. Dual Officers and Employees Please see Item 6 of this Brochure for a discussion regarding the Firm’s use of dual officers. Other Relationships From time to time, we use investment management related services provided to us by “participating affiliates” (as such term is used in relief granted by the staff of the SEC in a series of no-action letters allowing a registered investment adviser to use portfolio management and trading and research services and resources provided by an unregistered foreign affiliate subject to the supervision of the registered adviser). We have entered into agreements with certain of our non-US affiliates, the “Participating Affiliates”), each of which is an affiliated asset management company, pursuant to which the Participating Affiliates are considered participating affiliates and one or more of their employees are deemed to be “associated persons” of the Firm. In these capacities, the Participating Affiliates and one or more of their employees (subject to the Firm’s supervision) provide portfolio management, research, client support, trading or related services in connection with our management of client accounts. The Participating Affiliates will act in accordance with the series of no-action letters referred to above requiring the Participating Affiliates to be subject to the supervision of the Firm and the SEC in the manner contemplated in such no-action letters. The Participating Affiliates have agreed to submit to the jurisdiction of U.S. courts for actions arising under the U.S. securities laws in connection with the investment management related activities provided for our U.S. clients and have appointed an appropriate agent for service of process in accordance with, and subject to the requirements of, such no-action letters. Under these arrangements, the Firm pays the Participating Affiliates compensation for the services of the associated persons. In addition, bank personnel, including certain of our employees, may have board, advisory or other relationships with issuers, distributors, consultants and others that have investments in a private fund and/or related funds or that may recommend investments in a private fund or distribute interests in a private fund. To the extent permitted by applicable law, BNY and its affiliates, including us and our personnel, make 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 private fund, or other dealings with a private fund, that create incentives for them to promote a private fund. 45  BNY, among several other leading investment management firms, has a minority equity interest in Kezar Markets, LLC (f/k/a Titan Parent Company, LLC), which owns Kezar Trading, LLC (f/k/a Luminex Trading and Analytics LLC) (“Kezar”), a registered broker-dealer under the Exchange Act that operates two alternative trading systems for securities (the “Alternative Trading Systems”). Transactions for clients for which we serve as adviser or sub-adviser may be executed through the Alternative Trading Systems. We and BNY disclaim that either is an affiliate of Kezar. Some of our clients 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 the Firm may provide separate advisory services directly or indirectly to employees of such consulting firms. We occasionally pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where we believe those services will be useful to us in operating our investment management business. We do not pay referral fees to consultants. However, our clients and prospective clients should be aware that consulting firms may and do have business relationships with investment management firms that they recommend to their clients. We have adopted a Code of Conduct that addresses these types of relationships and the conflicts of interest they may present, including with respect to the provision and receipt of gifts and entertainment. Please see Item 11 of this Brochure for further information about our Code of Conduct. Affiliated Broker-Dealers and Investment Advisers We are affiliated with a significant number of advisers and broker-dealers. Please see Form ADV, Part 1A - Schedule D, Section 7.A for a list of our affiliated advisers and broker-dealers. Several of our investment adviser affiliates have, collectively, a significant number of investment- related private funds 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 our affiliated investment advisers for information regarding such firm’s private funds (if applicable) and 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). We have broker selection policies in place that require our selection of a broker-dealer to be consistent with our duties of best execution and subject to any client and regulatory proscriptions. Please see Item 12 of this Brochure for more information on our broker selection process. Where we select the broker to affect purchases or sales of securities for client accounts, we are permitted to use either an affiliated or unaffiliated broker (unless otherwise restricted by an agreement, law or regulation). We have an incentive to enter into transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to the affiliate. Limitations on our use of affiliated broker dealers could limit our ability to engage in certain securities transactions and to take advantage of certain market opportunities. 46  We have arrangements with affiliated investment advisers, including but not limited to (including arrangements whereby we or they provide investment management or sub-advisory services which may be on a discretionary or non-discretionary basis): BNY Mellon EMEA, BNYM IM Hong Kong, BNY Mellon Investments Limited, BNY Mellon Asset Management Japan Limited, BNY Mellon IM Korea Limited, BNY Mellon Asset Management Canada Limited, BNY Mellon, National Association, the Bank, BNY Mellon Investment Adviser Inc., BNY Mellon Advisors, Inc. and Newton Investment Management North America, LLC. In addition, some of our affiliates provide services, such as client service, and are compensated pursuant to a service level agreement. We pay referral fees to our affiliates and employees of our affiliates for referrals that result in additional investment management business. Please see earlier sections of Item 10 and Item 14 of this Brochure for further information. We may be prohibited or limited from affecting transactions for you because of rules in the marketplace, foreign laws or our own policies and procedures. In certain cases, we may face further limitations because of aggregation issues due to our relationship with affiliated investment management firms. Please also see Item 12 below for a discussion of trade aggregation issues. Affiliated Underwriters Our broker-dealer affiliates occasionally act as an underwriter or as a member of the underwriting syndicate for certain new issue securities, which presents a conflict of interest because it creates an incentive for us to purchase these new issue securities, in an effort to provide additional fees to the broker-dealer affiliate. We have adopted 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 and securities regulations, and regulations promulgated under ERISA, we may purchase on behalf of our 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, as long as requirements of the policy and compliance with certain criteria are met. The policy prohibits direct purchases from an affiliate for any fiduciary account under any circumstances (although an affiliate acting as an underwriter or as a member of the syndicate may benefit from the purchase through the receipt of a fee or other compensation). The Bank is frequently engaged to serve as trustee, indenture trustee, custodian, paying agent or other similar capacities for the issuers of corporate bonds and other securities, including asset- backed and/or mortgage-backed securities. Because the receipt of compensation for such services by an affiliate may be affected by the success and/or size of a primary offering of such securities, we may be prohibited from purchasing such securities in the primary offering for our ERISA clients in order to avoid a violation of ERISA’s prohibited transaction rules. The Firm, through its parent company, has received an exemption from the U.S. Department of Labor to provide relief from these restrictions for its ERISA clients. Affiliated Banking Institutions BNY engages in trust and investment business through various banking institutions, including the Bank and BNY Mellon, National Association. The Bank and other BNY affiliates and/or 47  subsidiaries may provide certain services to us, such as recordkeeping, accounting, marketing services and referrals of clients. We provide these affiliates with sales and marketing materials regarding our investment management services that may be distributed under the name of certain marketing “umbrella designations” such as BNY, BNY Wealth, BNY Investments and BNY EMEA. We provide certain investment advice and/or security valuation services to the Bank and other BNY affiliates and/or subsidiaries. We also provide certain investment advisory and trading services to certain clients of these affiliates and separately managed accounts (including separately managed accounts for which these affiliates act as trustee, custodian or investment manager). Certain of our employees are also officers of the Bank. In their capacity as officers of the Bank, our personnel provide discretionary investment advisory services to certain clients and also to certain collective investment funds of the Bank and we receive a fee for such services. In addition, our primarily institutional and employee benefit and foundation clients and our affiliated employee benefit plan invest in certain collective investment funds of the Bank. Certain clients have established custodial or sub-custodial arrangements with the Bank and other financial institutions that are affiliated with us. Furthermore, the Bank and other financial institutions that are affiliated with us provide services (such as trustee, custodial or administrative services) to issuers of securities. Because of their affiliation with us, our ability to purchase securities of such issuers and to take advantage of certain market opportunities is subject to certain restrictions and, in some cases, prohibited. Affiliated Wrap Sponsors We are a participant in various Wrap Programs sponsored by affiliates. With respect to accounts which are opened through the Wrap Programs in which we are a portfolio manager, trade execution is conducted through the Program Sponsor unless trade execution with a non-sponsoring firm may result in more favorable execution for the client. Trade execution with a non-sponsoring firm in most instances results in additional fees for the clients. Both affiliated and non-affiliated sponsors are able to obtain advisory, brokerage, clearing, and other wrap program services from affiliates or us, including, among others, Pershing LLC and BNY Advisors, Inc. (“BNYA”). Either Pershing or an unaffiliated third-party financial services firm serves as the custodian. Our relationships with Sponsors create conflicts of interest for the sponsors and us. A client in a wrap program has access to those investment advisers participating in the program. Wrap program sponsors typically select the investment advisers who participate in the program and provide advice to clients regarding the selection of an investment adviser from among the advisers participating in the program. If the wrap program sponsor is affiliated with us, the sponsor has an incentive to give us access to the program and to steer clients toward us, based on the affiliation rather than based on our expertise or performance or the client’s needs. We, however, are subject to the same selection and review criteria as the other advisers who participate in our affiliates’ wrap programs which we believe mitigate any related conflicts. 48  Item 11: Code of Ethics, Participation or Interest in Client Transactions, Personal Trading We have adopted a Code of Ethics that is made up of two parts: 1. BNY Code of Conduct (the “BNY Code”); and 2. BNY Personal Securities Trading Policy (the “PSTP”). to clients, suppliers, government officials, competitors and The BNY Code of Conduct sets expectations for business conduct for employees and provides guidance on important legal and ethical issues. In addition, it clarifies the Firm’s responsibilities the communities we serve. BNY’s Code of Conduct covers the following key principles: 1. Respecting Others: We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunities to all individuals in compliance with legal requirements and because it’s the right thing to do. 2. Avoiding Conflicts: We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY and our clients and are not driven by any personal interest or gain. We are to remain alert to any and all potential conflicts of interest and ensure that we identify, mitigate or eliminate any such conflicts. 3. Conducting Business: We secure business based on honest competition in the marketplace. This contributes to the success of our company, our clients and our shareholders. We compete while in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime. 4. Working with Governments: We follow all requirements that apply to doing business with governments. We recognize that practices for dealing with private and government clients are different from a legal perspective. 5. Protecting Company Assets: We ensure all entries made in the company’s books and records are complete and accurate and comply with established accounting and record-keeping procedures. We maintain the confidentiality of all forms of data and information entrusted to us and prevent the misuse of information belonging to the company or any client. 6. Supporting Our Communities: We take active roles in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in our interactions with our communities and the public at large. 49  As a global financial institution, BNY and its subsidiaries are subject to certain laws and/or regulations governing the personal trading of securities. To ensure that all employees’ personal investments are conducted in compliance with the applicable rules and regulations and are free from conflicts of interest, the Company has established limitations on personal trading, as reflected in the PTSP. The PSTP sets forth procedures and limitations that govern the personal securities transactions of our employees in accounts held in their own names as well as accounts in which they have indirect ownership. We, and our related persons and employees, may, under certain circumstances and consistent with the PSTP, purchase or sell securities for their own accounts that we also recommend to clients. The PSTP imposes different requirements and limitations on employees based on the nature of their business activities. Each of our employees is classified as one of the following: 1. Investment/Public Employee (“IE”): IE is an employee who, in the normal conduct of his/her job responsibilities, is on the “public side” of the Information Barrier in accordance with BNY’s Information Barrier Policy and has access (or is likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund (defined as a fund sponsored, managed or subadvised by BNY or any of its affiliates), is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public. 2. Access Decision Maker (“ADM”): Generally, employees are considered to be ADM Employees if they are portfolio managers or research analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio managers of broad-based index funds and traders are not typically classified as ADM Employees. 3. Non-Classified Employee: Our employees are considered non-classified if they are not an IE or ADM. 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 ETF’s and open-end investment company securities that are not 50  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. We have a “Control Room” who maintains a “restricted list” of companies whose securities are subject to trading restrictions. This list is used by the Star Compliance System to determine whether to grant trading authorization. 5. The acquisition of any securities in a private placement requires prior written approvals. Investments in certain affiliated vehicles, including certain covered funds, may also be subject to additional restrictions, approvals or prohibitions under applicable law and Firm policy. 6. With respect to transactions involving BNY 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 securities within any 60- calendar day period). 7. For IEs and ADM employees, with respect to non-BNY securities, purchasing and selling, or selling and purchasing the same or equivalent security within 30 calendar days is prohibited, 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. A copy of our Code of Ethics will be provided upon request. Interest in Client Transactions Although each of the following types of transactions present conflicts of interest for us, as described below, we manage our accounts consistent with applicable law and we follow procedures that are reasonably designed to treat our 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. A principal transaction is also deemed to have occurred if a security is crossed between an affiliated pooled investment vehicle and another client account. When an 51  investment adviser engages in a principal transaction, it has an incentive to favor its own interests over the interests of its client. The Firm generally does not cause its clients to enter into principal transactions with related persons. Under limited circumstances, however, the Firm enters into principal transactions provided that the transactions are in accordance with Section 206(3) of the Advisers Act. All such transactions must receive client consent for each transaction, are affected on arms’ length terms and, with respect to commissions, are generally competitive with those paid to non-related broker dealers. It is our policy that our officers or directors shall not, as principal, buy securities for themselves from, or sell securities they own to, any client. However, we are 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 our officers and directors, as principal, purchase securities from, or sell securities to, our clients. Cross Transactions “Cross Trades” are generally defined as transactions in which a person acts as an investment adviser in relation to a transaction in which such adviser, or any person controlling, controlled by or under common control with, such adviser, acts as broker for both such advisory client and for another person on the other side of the transaction. The Firm utilizes cross trades in the following limited circumstances and/or in consultation with the client. The Firm effects cross-transactions on behalf of certain mutual funds registered under the Investment Company Act of 1940 in accordance with the requirements of Rule 17a-7. The Firm relies on each 40 Act Fund’s 17a-7 policies and procedures to affect cross trades. Section 406 of ERISA prohibits cross-trades. However, Mellon Bank, N.A. on behalf of itself and its affiliates, obtained a prohibited transaction exemption from the Department of Labor to be permitted to conduct cross trades between certain accounts where clients have granted us authority to rely on this exemption. This exemption is known as PTE 95-56. PTE 95-56 sets forth the conditions under which cross-trades may be affected. Fixed Income Index accounts do not participate in cross-trading in any capacity. Interests in Recommended Securities/Products We or our affiliates recommend securities to clients, or buy or sell securities for client accounts, at or about the same time that we or one of our affiliates buys or sells the same securities for our (or the affiliate’s) own account. This practice gives rise to a variety of conflicts of interest, particularly with respect to aggregating, allocating and sequencing securities being purchased on both our (or the affiliate’s) behalf and our clients’ behalf. For example, we could have an incentive to cause a client or clients to participate in an offering because we desire to participate in the offering on our own behalf, and would otherwise be unable to meet the minimum purchase 52  requirements. Likewise, we could have an incentive to cause our clients to participate in an offering to increase our overall allocation of securities in that offering, or to increase our ability to participate in future offerings by the same underwriter or issuer. On the other hand, we could have an incentive to cause our clients to minimize their participation in an offering that has limited availability so that we do not have to share a proportionately greater amount of the offering with the client. Allocations of aggregated trades might likewise raise a potential conflict of interest as we may have an incentive to allocate, to ourselves, securities that are expected to increase in value. See Item 12 of this Brochure for a discussion of our brokerage and allocations practices and policies. Further, a conflict of interest could be viewed as arising if a transaction in our own account closely precedes a transaction in related securities in a client account, such as when a subsequent purchase by a client account increases the value of securities that were previously purchased for ourselves. On occasion, we recommend the purchase or sale, or purchase or sell, securities that are issued by our affiliate, BNY, or underwritten by its affiliate, BNY Mellon Capital Markets, LLC, for client accounts if such recommendation or purchase or sale is in accordance with the client’s guidelines. In addition, we or a related person recommends the purchase of securities in certain collective investment funds maintained by the Bank (which are managed by our personnel in their roles as dual officers of the Bank and for which we receive a fee, and the Bank may receive a custodial fee for custody services). The Firm, its employees and related persons currently invest in collective funds that also include client assets managed by us, and we and such related persons receive proportional returns associated with our investment. Additionally, in many instances we receive an investment management fee in our capacity as investment adviser or sub-adviser and related persons (including affiliated broker-dealers) receive certain amounts associated with placement agent fees, custodial fees, administrative fees, loads or sales charges. Investments by Related Persons and Employees We and our existing and future employees, our board members and our affiliates and their employees from time to time invest in products managed by us. We have developed policies and procedures to address conflicts of interest created by such investment. We are 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 we also recommend to clients. From time to time, the Firm uses capital from employees, affiliates, or proprietary accounts to seed a new strategy and establish an initial performance history before or alongside external client investment. This creates conflicts of interest because the Firm and its personnel have a direct economic interest in the seeded strategy and an incentive to devote resources, attention, and potentially favorable investment opportunities to accounts used to establish that track record. Where seeded accounts are managed side-by-side with client accounts, additional conflicts arise in the allocation of trades, short availability, borrow, limited-capacity opportunities, execution timing, and portfolio construction. Seeded accounts typically differ from client accounts in size, timing, fees, investment restrictions, tax considerations, and other characteristics, and therefore could have materially different holdings and performance. The Firm seeks to mitigate these conflicts through its Code of Ethics, compliance oversight, and written trade allocation procedures. When multiple eligible accounts participate in the same opportunity, the Firm generally allocates trades in a manner it believes is fair and equitable over time, and aggregated transactions generally receive average pricing, with partial fills allocated on a pro rata 53  or other objective basis consistent with the Firm’s procedures. Please also see “Interests in Recommended Securities/Products” in this Item 11, “Dual Officers” in Item 6 and “Affiliated Underwriters” in Item 10 of this Brochure regarding purchases of securities in an offering where an affiliate acts as underwriter or a member of the underwriting syndicate. Agency Transactions Involving Affiliated Brokers We do not, nor do any of our officers or directors acting as brokers or agents, affect securities transactions for compensation for any client. We are part of a large diversified financial organization that includes broker-dealers. As a result, it is possible that a related person, other than our officers and directors, may, as agent, effect securities transactions for our clients for compensation. Please also see Item 10 and Item 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 Form ADV, Part 1A – Schedule D, Section 7 for a list of broker-dealers which are our affiliates. 54  Item 12: Brokerage Practices Broker Selection Unless specifically directed otherwise by our clients, we have the authority to direct securities transactions on behalf of our clients to broker-dealers we select. In doing so, we seek best execution of such transactions. When seeking best execution, we consider the following, among other factors, in evaluating the full range and quality of a broker-dealer’s services, (1) availability of natural liquidity, (2) availability of broker capital, (3) quality of past executions, (4) appropriate time horizon (speed) of execution, (5) competence and integrity of trading personnel, (6) reliability in trade settlement and reporting, (7) level of counterparty risk (broker’s financial condition), (8) negotiated commission rate, (9) availability of electronic order routing and trade reporting connectivity, (10) stock-specific characteristics (order size, average daily volume, historical volatility, country of domicile, primary exchange, sector and industry classification), (11) current market conditions, (12) market capitalization and (13) client directed brokerage. We will continue to make periodic evaluations of the quality of the brokerage services provided by various firms and to measure their services against our own standards of execution. Brokerage services are obtained only from those firms which meet our standards, maintain a reasonable capital position and can, in our judgment, be expected to reliably and continuously supply these services. Please see the discussion concerning the Volcker Rule and its possible implications concerning our broker-dealer selection practices in Item 10 above. Commission Rates Although commission rates may be negotiable on each trade, we have established commission rate guidelines for execution-only and full-service brokers (who provide Services and Products) and electronic venues which indicate an appropriate commission rate based on the broker/venue utilized, the price of the stock and the type of transaction. Actual commission rates can be higher or lower than indicated by the rate guidelines depending on the particular circumstances of a transaction. Such circumstances include, but are not limited to, whether: (a) the underlying security is more or less difficult to trade relative to other securities, (b) the quality of the execution justifies an adjustment to the commission rate, (c) the broker commits capital, or (d) the broker sources liquidity. In no case will an order be placed with a broker dealer if the broker-dealer is not able, in our judgment, to provide best execution for a particular transaction. Trade Execution, Trade Aggregation and Trade Allocation As stated previously, the Firm includes two Divisions: Mellon and Dreyfus. Each Division has separate trading arrangements. Dreyfus has two Trading Desks, one that manages trading for the Money Market Funds and one for the Dreyfus Cash SMAs. Mellon Most of Mellon trading activities are managed by xBK LLC (“XBK”), a non-broker-dealer affiliate of Mellon, under an inter-affiliate agreement, with officers of xBK acting in a dual officer capacity of Mellon. Certain trading and execution activities related to Dreyfus also are managed by xBK 55  under a similar inter-affiliate arrangement.1 Traders who are employees of xBK act in a dual officer capacity of Mellon and may also be dual officers of affiliated investment management firms and/or broker-dealers. Generally, xBK manages trading on behalf of Mellon’s clients in accordance with an inter-affiliate arrangement and in accordance with the trading and execution policies of the Firm. As stated above, employees of xBK may manage trading for other affiliated investment management firms or broker-dealers in accordance with separate policies not affiliated with the Firm. Please see “About xBK” below for a discussion of related conflicts and how such conflicts are mitigated. Under Mellon’s arrangement with xBK, xBK manages orders and executions on behalf of Mellon’s clients, with services including pre-trade review, order and execution management, trade execution, and post-trade management, the latter including regulatory and client reporting. Trading procedures are maintained by xBK that govern order and execution management of trades placed on behalf of Mellon, including order intake, order priority, and fair allocation. xBK employees responsible for Mellon trading are treated as access persons and are subject to the Code of Ethics appliable to all MIC employees. Under the arrangement, Mellon remains responsible for overseeing xBK’s activities to ensure best execution on behalf of its clients and to maintain compliance with all applicable legal and regulatory requirements. Periodic review and oversight of xBK’s trading and execution services reside with the CCO and her designees together with MIC’s Trading Practices Oversight Committee and the related Risk Management and Compliance Committee. Broker-dealers used for trading activities for the Firm are subject to review and approval by BNY. MIC does not select brokers based on their referral of clients to the Firm or to any affiliate. Further, the Firm does not receive any referrals of clients from any broker-dealer used by xBK for client trading. About xBK: As noted above, xBK’s clients include investment management and broker-dealer firms that are affiliated with Mellon. Such firms may have trading programs that differ from, and potentially conflict with, that of the Firm. To mitigate any such conflicts, xBK traders are not permitted to engage in any activity that rises to research, solicitation, or investment advice within the meaning of the federal securities laws. In other words, xBK personnel do not and cannot provide personalized advice to any client regarding the buying or selling of any financial instruments. All trading activity is at the direction of a client, and any market color provided by xBK personnel to Mellon or any client is incidental in nature only. Precision Tax Management Solutions: For Precision Tax Management Solutions trades may be executed by trading desks of affiliated and non-affiliated broker-dealers depending on each client arrangement and the client’s custodian relationship(s). 1Trading activity related to money market and government securities generally is managed by the Firm’s Investment Team and not by xBK, subject to the oversight of, among other items, the CCO and the Firm’s Trading Practices Oversight Committee. 56  Trade rotation For Precision Tax Management Solutions, a trade rotation process is available to rotate trades, as needed, in an automatic manner via the Order Management System (“OMS”). Portfolio Managers generate block orders from an optimizer out to the OMS. The OMS automatically splits the block orders according to client allocations and a rotation functionality delivers the orders to the respective trading desks (affiliated/non-affiliated) in rotation. The rotation sequencing is based on committed block orders not on executions. Time stamped reporting is generated for validation and oversight controls. The functionality is strategy specific and custodian agnostic. Periodic review and oversight of trading and execution services for Precision Tax Management Solutions reside with the CCO and her designees together with MIC’s Trading Practices Oversight Committee and the related Risk Management and Compliance Committee. Dreyfus As stated above, trading and execution activities for our Dreyfus division generally reside in two dedicated trading desks, one that manages trading for the Money Market Funds and one for our Dreyfus Cash SMAs. These trading desks generally employ dedicated trading teams. For certain security types (including FX, Derivatives and certain Asian Bonds), traders employed by xBK execute orders while acting in a dual officer capacity for the Firm and potentially for other affiliated investment management firms and broker-dealers. Oversight controls for activities of all trading personnel servicing our clients, including but not limited to firm level trading, personal account trading, information sharing and trade error escalation, are monitored by the CCO or her designee. * * * The Firm generally does not coordinate trading among the trade desks and on occasion, executes trades for one client from one trade desk that differs from, or take the opposite side of, trades executed on behalf of another client from another trade desk. Each trade desk seeks to obtain best execution on all orders it originates; however, clients serviced by different trade desks can receive or appear to receive different and potentially more favorable outcomes. The Firm generally does not aggregate trades or seek opportunities for cross-transactions between client accounts serviced by different Trade Desks. Accordingly, each Trade Desk generally aggregates and allocates orders only among those clients that it services independently of the other Trade Desks. The Firm has implemented trade management policies and procedures designed to help identify and manage actual and potential conflicts of interest resulting from trading activities. New issues follow the same allocation and aggregation policies described elsewhere in this section. Exchange traded funds that we sub-advise that accept cash in lieu of stocks during a creation or redemption order are an exception to our aggregation policy. Because the risk of the trade is placed on the applicable authorized participant and not the fund, each order may be traded independently. 57  Also, allocation of limited supply state-specific paper is allocated to state-specific funds only. Aggregation and Allocation - Mellon The Firm has adopted practices designed to ensure fair treatment of all clients in situations where two or more client accounts participate contemporaneously in a buy or sell program involving the same securities. We generally seek to aggregate or “block” orders that are placed concurrently by portfolio managers for client accounts where we believe this will result in more favorable execution. Where orders are aggregated, each participating account generally receives the same price and commission. If an aggregated order is filled in its entirety, the order is generally allocated in accordance with the pre-trade allocation specified. If an aggregated order is partially filled, the order is generally allocated among the accounts specified on the trade ticket on a pro rata basis in proportion to the intended pre-trade allocation (subject to rounding to “round lot” amounts). In certain circumstances, our trade aggregation policies allow allocation on a basis other than strictly pro rata if we believe that such allocation is fair and reasonable to all the accounts that are involved in the order. For example, due to liquidity constraints, the use of limited orders and other factors, orders placed in certain markets, such as emerging markets securities, can take several days to fill. Primarily due to custodial fees that accounts may incur as a result of orders in the same security that span a series of days, it is often more beneficial to not allocate partial fills on a pro rata basis across all participating accounts. In general, if an account is not allocated shares of a security on day one, it will likely receive an allocation the next time we trade that security. This is intended to result in accounts within the same strategy/product group having similar weights and holdings over time. This allocation procedure can result in some accounts in the same strategy/product group receiving a more favorable price for certain securities than other accounts. In certain circumstances, we will determine not to aggregate orders even when there are orders for the same security and the same benchmark. For example, certain portfolio risk factors (such as when a rebalancing requires special treatment in order to keep factors such as cash and other asset weightings continuously aligned) affect the decision as to whether it is appropriate to block a trade. Also, exchange traded funds that we sub-advise that accept cash in lieu of stocks during a creation or redemption order are an exception to our aggregation policy; because the risk of the trade is placed on the applicable authorized participant and not the fund, each order may be traded independently. We aggregate transactions for client accounts and affiliated accounts managed by our employees who are also dual officers of such affiliates. We also aggregate trades for clients with trades for proprietary accounts, such as retirement plans in which the employees are participants and private funds and mutual funds in which our or our related parties' employees have invested. For certain foreign exchange (FX) transactions, we aggregate buys and sells in the same currency to obtain a net FX quote that is, at times, more advantageous than would be available without aggregating and netting, but in no circumstances less advantageous than would be available without aggregating and netting. 58  Precision Tax Management With respect to the Precision Tax Management Solutions, accounts which are opened through the wrap programs in which we are a portfolio manager, trade execution is conducted through the Program Sponsor unless trade execution with a non-sponsoring firm may result in more favorable execution for the client. Trade execution with a non-sponsoring firm in most instances results in additional fees for the clients. In Wrap Fee Programs with an affiliated Sponsor (as well in Wrap Fee Programs with unaffiliated Sponsors that engage our affiliate to provide execution, clearing and custodial services), trades are executed through an affiliated broker-dealer, unless the Firm trades through a non-affiliated broker-dealer to seek best execution. We have an incentive to enter transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to the affiliate, which conflict is addressed by our duty to seek best execution. Aggregation and Allocation: Dreyfus Dreyfus has two Trading Desks, one for Money Market Funds and one for the Dreyfus Cash SMA strategies. The trading desks are overseen by the Head of Portfolio Management and Trading of Dreyfus. Orders are not aggregated among both Trading Desks. For each Trading Desk, orders are generally processed and executed on a first-in, first-out basis, in the order received by the trading desk. If, however, multiple accounts contemporaneously desire to purchase or sell the same security, we aggregate (or “block”) such concurrent orders when we believe this will result in more favorable execution and will allocate the aggregated result across participating accounts in a fair and equitable manner, reflecting the pre-trade appetite determined for each participating account. If a blocked order is partially filled, the order must be allocated, absent a permitted exception specified by our trade allocation policy, among the accounts included on the trade ticket on a pro- rata basis in proportion to the originally intended allocation. In certain cases, a security with equivalent sector, quality, maturity, duration, risk, and yield characteristics can be substituted in lieu of a pro-rata allocation. In cases where transactions are aggregated but it is not possible to obtain the same price or execution on the entire volume of securities purchased or sold, we occasionally average the various prices involved, and associate to each participating account the resulting average price. All client accounts participate in blocked trades to the extent that doing so is consistent with their investment policies, guidelines, and restrictions. Soft Dollars The term “soft dollars” is commonly understood to refer to arrangements where an investment adviser uses client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. As a matter of policy, the Firm does not utilize “soft dollar” arrangements. 59  Client Referrals We do not direct securities transactions to any broker dealer in exchange for referrals of investment management clients. Directed Brokerage From time to time, we accept directions from a client to place trades for the client’s account with, or to direct a portion of its commission to, a particular broker dealer. In the event that such direction occurs, we have limited capability to negotiate commission levels or obtain volume discounts and occasionally experience other impediments to achieving best execution. In addition, in meeting the client’s brokerage directive, we may not be able to aggregate these transactions with transactions we effect for other accounts we manage, and we may delay placing the orders for directed accounts until our orders for other accounts have been completed. As a result, the net price paid or received by the directed account will likely be different than the price paid or received by our other accounts. Directing brokerage in many instances causes clients to incur higher brokerage costs. Client-directed brokerage is affected on a best-efforts basis only when it does not interfere with the trader’s ability to seek best execution, unless disclosed accordingly to the client. Client- directed brokerage must be authorized in writing by the client prior to the arrangement taking effect, and a copy of the authorization letter must be provided to the Firm and will be communicated to the appropriate departments. If a client directs the Firm to use an OTC or spot counterparty, that counterparty will be used only for that client portfolio, even if it does not meet any of the approval criteria detailed in the OTC Counterparty Monitoring Policy or as described above. Affiliated Brokerage The Firm maintains an Approved Broker List for various types of transactions from which we select broker-dealers and other counterparties to effect transactions for client accounts. Historically, the Firm has executed securities transactions with affiliates for certain clients in limited circumstances. In the future, we will continue to evaluate the services offered by our affiliated brokers and continue to execute securities transactions through such brokers in a manner that is, in all cases, consistent with our duty to seek best execution. The Firm will, in certain circumstances, participate in underwritten offerings where an affiliate is part of the syndicate, although the Firm typically will not participate in an underwritten offering for which an affiliate of the Firm acts as a lead underwriter. The Firm does not execute trades with its affiliate in these circumstances and seeks to ensure that its affiliate will not be compensated because of the Firm’s participation in the offering. Please see Item 10 of this Brochure for more information on the use of affiliated underwriters. Initial Public Offerings/New Issues 60  The Firm occasionally enters orders to participate in initial public offerings (“IPOs”) or New Issues. Allocation of IPOs and new issues shall in all cases be made on a fair and equitable basis. Any deviation from pro rata allocation must be pre-approved in writing by the relevant Chief Investment Officer and Chief Compliance Officer. Wrap Fee Programs In Wrap Fee Programs, the Firm executes transactions generally through the Sponsor (or its affiliated broker-dealer) unless executing trades with a non-sponsoring firm results in more favourable execution to the client. Accordingly, to facilitate obtaining best execution for clients in Wrap Fee Programs, the Firm will, at its discretion, trade with a non-sponsoring firm. Please see “Broker Selection” above in this Item 12 for a description of the factors the Firm considered when seeking best execution. In Wrap Fee Programs with an affiliated Sponsor, trades are executed through an affiliated broker- dealer, unless the Firm trades through a non-affiliated broker-dealer to seek best execution. We have an incentive to enter transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to the affiliate, which conflict is addressed by our duty to seek best execution. The corresponding brokerage commissions and associated transaction costs for such “trading away” activity will not be included in the wrap fee paid by the client to the Sponsor and instead will represent additional costs borne by the client; however, this will not increase the fee paid to the Firm. Clients should also note that such brokerage commissions and associated transaction costs typically are built into the net price of the investment, as reflected on trade confirmations, as opposed to being separately itemized. Please see the Form ADV Part 2A Brochure of the Sponsor for more information. 61  Item 13: Review of Accounts Management of each client account requires that portfolio managers implement particular strategies and investment decisions in accordance with the client’s stated guidelines and applicable regulatory requirements. The Firm has adopted and implemented a number of policies, procedures, and practices designed to facilitate both ongoing and periodic review of the Firm’s various accounts, portfolios and strategies. A summary of the account review procedures implemented by the Firm is provided below. Portfolio managers are primarily responsible for reviewing each of their accounts on a continuous basis. All portfolios are reviewed continuously by members of the assigned portfolio management team. Additional in-depth reviews by the portfolio managers may be triggered by factors such as contributions to and distributions from the account and market and economic changes. The Firm’s compliance department monitors accounts on a continuous basis, including where available, through the use of an automated third-party pre-trade and post-trade compliance system to ensure that new orders as well as existing holdings are in accordance with client investment guidelines and restrictions. In addition, periodic internal and external audits are conducted to ensure that portfolios are managed in accordance with client guidelines and restrictions. Any guideline breaches, including those that occur as a result of market movements, are promptly communicated and remediated. Corrective action is taken where appropriate. Senior investment personnel and investment risk staff conduct periodic reviews of industry quantitative and country characteristics and other relevant data to ensure that portfolio managers are meeting portfolio attributes established by the Firm. The Firm provides transaction reports and performance summaries to clients on a periodic basis, depending on the client’s preference. These written statements describe all assets held, the quantity and market price for each position and the market value of the account. Some clients have special deadlines and needs and, as such, may request custom reports (on performance, risk, attribution or other subjects) in addition to those statements which a client receives from its custodian. We have established a client reporting department to facilitate these custom requests. All reports are in addition to statements that a client will receive from its respective custodian. Accounts in connection with which we provide tax management solutions are typically reviewed daily for tax loss harvesting opportunities. In addition, accounts utilizing client-provided Models are typically reviewed for rebalancing in accordance with instruction from the Sponsor and/or Model Provider. 62  Item 14: Client Referrals and Other Compensation Unaffiliated Solicitors and Placement Agents The Firm utilizes one or more unaffiliated solicitors for the ongoing referral of prospective clients and has entered into written agreements with such solicitors. The agreements contain terms of the engagement and a description of the fees to be paid to the solicitor. At the time of the solicitation, prospective clients receive clear and prominent disclosures describing the solicitor’s compensation and the material terms and conflicts of the arrangement, along with the Firm’s ADV Part 2A. We conduct due diligence to confirm solicitor eligibility (including disqualification checks), require compliance with our agreements and policies, oversee their activities and materials, and prohibit untrue or misleading statements. Each solicitor retained by the Firm would provide all persons solicited with disclosure stating the solicitor’s capacity, compensation arrangements, and other required information. Some of the Firm’s clients 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. The Firm pays to attend conferences sponsored by consulting firms and/or purchases services from consulting firms where it believes those services will be useful to it in operating its investment management business. The Firm does not pay referral fees to consultants. However, the Firm’s clients and prospective clients should be aware that consulting firms do have business relationships with investment management firms that they recommend to their clients. Affiliated Solicitors and Placement Agents The Firm will pay referral fees to our 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. Our ultimate parent, BNY, has organized its lines of business into different groups (collectively “Groups”). We are part of BNY Investments Group. In certain circumstances our sales representatives or other Investment Management sales representatives receive discretionary compensation for sales. In addition, our sales representatives and sales representatives of our affiliates within the Investment Management Group are paid for intra-Group referrals to Group counterparts. Sales of any alternative investment products in the U.S. are affected exclusively through our broker-dealer affiliate. Only registered representatives of such broker-dealers (who are also Associated Persons of the Firm in the case of products that are commodity pools or trade commodity interests) receive compensation for sales of alternative investments. For sales of our investment advisory services outside of the U.S., we can make payments to affiliates. Receipt of compensation in connection with the sale of our products and services gives rise to a conflict of interest in that it gives our sales representatives or affiliates an incentive to recommend 63  investment products and services based on the compensation they will receive, rather than solely on a client’s needs. For all investment products, we assess the suitability of a product for each client prior to the sale. 64  Item 15: Custody 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, we are deemed to have “custody” of certain client assets because client funds or securities are held by the Bank (a related person of the Firm), we or an employee serve as a director or managing member of investment funds organized as limited partnerships or limited liability companies and/or we have the ability to direct the transfer of funds or securities or to deduct fees from client custodial accounts. 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 the following exceptions from the Surprise Exam Requirement: Ability to Deduct Fees: advisers deemed to have custody of client assets solely because of 1. their ability to deduct fees from client accounts are not subject to the Surprise Exam Requirement, provided that certain conditions are met. To the extent that such conditions are met with respect to certain clients, the Firm relies upon this exemption to avoid a surprise audit for those such clients. 2. Related Person & Operational Independence: advisers deemed to have custody of client assets solely because a related person holds client assets will not be subject to the Surprise Exam Requirement, provided the adviser and the related person are “operationally independent.” The Firm will rely upon this exemption to avoid a surprise audit for certain clients. We have determined that our operations are independent from those of the Bank. 3. Pooled Investment Vehicles: advisers who are deemed to have custody of the assets of clients formed as pooled investment vehicles will not be subject to the Surprise Exam Requirement, provided the pool has audited financial statements that are prepared in accordance with generally accepted accounting principles and such statements are distributed to investors in the pool within 120 days (or 180 days for funds of funds) of the end of the fiscal year. The Firm relies upon this exemption to avoid a surprise audit for certain clients. Stand Alone / Separate Account Clients: you will receive from your bank, broker-dealer, or other qualified custodian an account statement, at least quarterly, 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. You will also receive account statements separately from us. You are strongly encouraged to compare the account statements you receive from us with those that you receive from your qualified custodian. Pooled Investment Vehicle Investors: you will receive audited financial statements prepared in accordance with generally accepted accounting principles and audited by an independent public accountant within 120 days of the end of the fiscal year of the pooled investment vehicle. 65  If you do not receive account statements and/or audited financial statements as described above, please contact us. Physical Custody We do not maintain physical possession of client assets held in separately managed accounts. Typically, each of our clients independently selects a custodian with whom it contracts directly. Our authority to instruct the client’s custodian is limited to that granted by the client to us in the investment management agreement. 66  Item 16: Investment Discretion The Firm typically accepts discretionary investment authority over client assets, and clients must grant this discretionary authority to us in writing via an investment management agreement or other writing. 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. Clients must deliver their investment guidelines and restrictions to us in writing and, upon our agreement to abide by them, we will adhere to such guidelines and restrictions when making investment decisions. Client Instructions In certain circumstances the Firm will agree, upon specific client request, to trade on a client instruction prior to receiving confirmation that sufficient funds to effect settlement of such trades have been received by the custodian. In such circumstances, we have procedures in place to authenticate instructions regarding the movement of cash and/or securities received by our clients and/or third parties authorized to act on behalf of our clients. 67  Item 17: Voting Client Securities As a registered investment adviser, MIC is often entrusted with the fiduciary responsibility to vote proxies for shares of corporate stock held on behalf of our clients. Proxy voting is an integral part of the management of the investment in those shares. In voting proxies, MIC primarily considers the best financial interests of our clients as shareholders. We evaluate, among other items, issues relating to corporate governance, including structures and practices, the nature of long-term business plans, and other financial and non-financial measures of corporate performance. Clients that have granted MIC voting authority are not permitted to direct voting in any particular solicitation. MIC has established a Proxy Voting and Governance Committee (“The Proxy Committee”) to implement and maintain MIC’s Proxy Voting Policy and related proxy voting guidelines (the “Voting Guidelines”). This Committee oversees MIC’s proxy voting activities and ensures that the Voting Guidelines are generally applied consistently and impartially for securities held in accounts for which MIC has proxy voting authority. MIC will make every reasonable effort to ensure that proxies are received and voted in accordance with this policy and the Voting Guidelines. The Proxy Committee applies the applicable Voting Guidelines in an objective and consistent manner across client accounts, based on, as applicable, internal and external research and recommendations provided by third party proxy advisory services (including ISS and Glass Lewis, together the “Proxy Advisors”) and without consideration of any client relationship factors. When proxies are voted in accordance with these pre-determined Voting Guidelines, it is MIC's view that these votes do not present the potential for a material conflict of interest, and no additional safeguards are needed. The Proxy Voting Committee also has engaged ISS as its proxy voting agent to administer the ministerial, non-discretionary elements of proxy voting and reporting. In that role, ISS is required to follow the Voting Guidelines and apply them to the corresponding proxy proposals or matters on which a shareholder vote is sought. Proxy Voting Conflicts of Interest MIC has appointed the BNY Proxy Voting Conflicts Committee to address certain conflicts associated with actual or potential material conflicts of interest involving BNY. These instances typically arise due to relationships between proxy issuers or companies and BNY, a BNY affiliate, a BNY executive, or a member of BNY’s Board of Directors, but material conflicts of interests may also arise due to relationships involving MIC and/or MIC’s employees, officers and directors. MIC will employ one or more conflict mitigation technics in order to address the conflict. Such conflict mitigants may include: (1) voting in proportion to other shareholders (“mirror voting”), (2) erecting informational barriers around, or recusal from the vote decision making process by, the persons making the voting decisions, (3) abstaining from voting, (4) engaging an independent fiduciary to vote, and (5) voting in other ways that are consistent with our obligations to vote in our clients’ best interest. MIC leverages the Mellon Risk and Compliance Committee to assist in conflict mitigation and 68  for interpretation of its Proxy Voting Policy from time to time. These conflicts typically arise at the MIC firm level and are not actual or potential material conflicts of interest involving the Parent Company as referenced above. MIC may submit (or arrange to submit) proxy votes involving these conflicts in accordance with the recommendation of an independent fiduciary selected and engaged for this purpose; or proposals may be voted in the same proportion as all other voting shareholders (“mirror voting”) and will not be delegated to an independent fiduciary. However, if “mirror voting” is not operationally feasible or if MIC determines that “mirror voting” in a particular situation may not be in our client’s best interest, the conflicted proxy proposal will be presented to the BNY Proxy Voting Conflict Committee (as described above) to determine how the proposal should be addressed. Securities Lending MIC does not engage in securities lending on behalf of its clients; this activity is at the discretion of individual clients. For certain funds that are managed by BNY, and where we serve as investment manager or sub-advisor, the fund boards have subscribed into securities-lending programs. In such cases, we may be unable to monitor loaned securities or recall/restrict securities from being loaned, and we will be unable to exercise the voting rights attached to any loaned securities. Generally, MIC expects that the projected long-term economic benefit to clients in voting proxies would be exceeded by securities lending income on shares on loan. In our assessment, the resolutions being voted on are typically routine and will not have significant economic consequences and/or because the outcome would not be affected by voting all or a portion of loaned securities. Index/Passive Fixed Income Mandates and Cash Strategies MIC has elected to forego proxy voting for certain index and passively managed Fixed Income accounts. MIC typically does not vote proxies on behalf of cash mandates. The operational burden and costs of maintaining such accounts on vendor platforms was considered in making this decision. Recognizing that proxy voting is a rare event in the realm of fixed income investing, MIC has made a determination that the items presented for vote are not likely to have a material impact on shareholder value. Proxy Voting Disclosure Clients who have delegated proxy voting authority to MIC may obtain the proxy voting records for their account upon written or verbal request. MIC will furnish a copy of its Proxy Voting Policy and its Voting Guidelines upon request to each advisory client that has delegated voting authority. Our Voting Guidelines are also available publicly on our website at www.Mellon.com. 69  Item 18: Financial Information In certain circumstances, registered investment advisers are required to provide you with financial information or disclosures about their financial condition in this Item. The Firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has never been the subject of a bankruptcy proceeding. 70