Income Research + Management

ITEM 1OVER PAGE 115 FEDERAL STREET, 22ND FLOOR BOSTON, MASSACHUSETTS 02110-1884 +1 (617) 330-9333 WWW.INCOMERESEARCH.COM March 30, 2026 This brochure (“Brochure”) provides information about the qualifications and business practices of Income Research + Management (referred to in this Brochure as “IR+M,” “Firm,” “we,” “our,” and “us”). If you have any questions about the contents of this Brochure, please contact us at (617) 330-9333 or at compliancefirm@incomeresearch.com. The information in this Brochure has not been approved or verified by the U.S. Securities and Exchange Commission (the “SEC”) or any state securities authority. IR+M is registered with the SEC as an investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about IR+M is available on the SEC’s website at www.adviserinfo.sec.gov. This Brochure does not constitute an offer to sell or solicitation of an offer to purchase any securities of any entities described herein.  ITEM 2. MATERIAL CHANGES This section describes updates to this document made since our last annual update was filed with the SEC on March 24, 2025. Mark D’Alfonso was hired in August 2025 and appointed by the IR+M Board of Directors as Chief Operating Officer in October 2025. In October 2025, Max DeSantis stepped down as Chief Operating Officer to become the Co-Director of Portfolio Management. Item 8 – we added additional risk disclosures on artificial intelligence risk and fraudulent schemes risk. Item 10 – we added additional financial industry affiliations to reflect our exemption to conduct business with Canadian clients and inclusion as a financial institution under the Bank Secrecy Act. Item 19 – we added this new section to describe privacy and information sharing information. Please note that IR+M has made other non-material updates to clarify and make technical corrections to certain Items within this Brochure. Future Changes - From time to time, IR+M may amend this Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by securities regulators. At any time, you may view the current Brochure online at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the adviser’s firm name or CRD#104863. You may also request a copy of this Brochure at any time by contacting IR+M at (617) 330-9333. 2  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE..................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ..................................................................................................................... 2 ITEM 3. TABLE OF CONTENTS ..................................................................................................................... 3 ITEM 4. ADVISORY BUSINESS ..................................................................................................................... 4 ITEM 5. FEES AND COMPENSATION ........................................................................................................... 5 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................................... 9 ITEM 7. TYPES OF CLIENTS ....................................................................................................................... 10 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ..................... 11 ITEM 9. DISCIPLINARY INFORMATION ................................................................................................... 21 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..................................... 21 ITEM 11. CODE OF ETHICS ......................................................................................................................... 21 ITEM 12: BROKERAGE PRACTICES ........................................................................................................... 23 ITEM 13. REVIEW OF ACCOUNTS ............................................................................................................. 29 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION ............................................................ 29 ITEM 15. CUSTODY ...................................................................................................................................... 30 ITEM 16. INVESTMENT DISCRETION ....................................................................................................... 31 ITEM 17. VOTING CLIENT SECURITIES ................................................................................................... 31 ITEM 18. FINANCIAL INFORMATION ..................................................................................................... 323 ITEM 19 OTHER INFORMATION ................................................................................................................ 33 3  ITEM 4. ADVISORY BUSINESS Founded in 1987 and organized as a Delaware corporation, IR+M specializes in managing U.S. fixed income portfolios for public and private institutions, charitable institutions, foundations, endowments, municipalities, private investment funds, registered investment companies, collective investment trusts, and high net worth individuals. Please refer to IR+M’s Form CRS for disclosures prepared specifically for retail investors. Please refer to Item 7 below for further information regarding types of clients. IR+M is privately owned, largely by our employees, and independent, having no subsidiaries, affiliates, or divisions. All business is conducted at our sole location in Boston, Massachusetts. For more ownership information, please see Schedules A and B of our ADV. IR+M is registered with the SEC as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (“Advisers Act”). As stated above, registration of an investment adviser does not imply any level of skill or training. General Overview of Investment Process IR+M uses a team-based approach to offer our clients advice and services on broad and focused fixed income strategies. Our investment team is comprised of portfolio managers, portfolio analysts, researchers, data managers, and IT professionals, all overseen by our Co-Chief Investment Officers. Please refer to Item 8 below for a more detailed description of Methods of Analysis, Investment Strategies, and Risk of Loss associated with our investment strategies. Agreements for Advisory Services IR+M provides services as discussed in this Brochure in accordance with the provisions set forth in an investment management agreement or applicable fund governing documents. As a fiduciary, we have duties of care and loyalty to each client and are subject to obligations imposed on us by the federal and state securities laws. Separate Accounts IR+M serves as investment adviser to separately managed accounts (“Separate Accounts”). We work closely with our clients to identify and understand their investment needs, and, based on their investment objectives coupled with our investment processes, provide discretionary or non-discretionary investment management services subject to agreed-upon investment guidelines and restrictions. Such investment guidelines and restrictions generally include, and are not limited to, permitted investments, prohibited investments, the type or amount of securities to be bought or sold, maximum concentration in a sector or industry, minimum quality standards for rated securities, and maximum maturities. Private Investment Funds IR+M serves as investment adviser to its private investment funds (“Private Funds”). The Private Funds are managed in accordance with the investment strategy of each fund and not based upon the individual needs of each investor in the Private Funds. Each of the Private Funds rely on the exception from the definition of an 4  “investment company” provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), except for the IR&M Core Bond Fund and the IR&M Intermediate Fund which rely on the exception from the definition of “investment company” provided by Section 3(c)(1) of the 1940 Act. Please see Item 8 for information on the Private Funds’ investment strategies, investments in which those funds invest, and risk factors associated with those strategies and investments. Collective Investment Trusts IR+M manages assets for Collective Investment Trusts (“CITs”), which are pooled investment vehicles administered by an unaffiliated bank or trust company (the “Trustee”). CITs are available to clients with qualified tax-exempt retirement plans. All of the CITs that we manage rely on the exception from the definition of “investment company” provided by Section 3(c)(11) of the 1940 Act. Fees for CITs are typically set by the Trustee and include investment management fees and operating expenses. In some instances, the fees paid may be negotiated with specific terms regarding management fees, performance based fees (where applicable), withdrawal and redemption conditions, and information rights being specified in a separate side letter with an individual client. Such terms are at the discretion of the Trustee, and, in certain cases, IR+M as the investment manager. Other Commingled Investment Vehicles IR+M serves as subadviser to other investment advisers to or sponsors of SEC registered commingled investment vehicles (e.g. mutual funds and/or exchange-traded funds (“ETFs”)). IR+M’s fees and services for acting in this capacity are determined by contracts with the applicable adviser or sponsor. Such fees would be described in each pooled vehicles’ offering documents (e.g. prospectus or offering memorandum). Wrap Fee Programs We do not participate in any wrap fee programs. Assets Under Management As of December 31, 2025, we managed $130,114,432,508.03 on a discretionary basis and $538,954,421.78 on a non-discretionary basis. ITEM 5. FEES AND COMPENSATION Separate Accounts We manage assets for clients in separately managed accounts (“Separate Accounts”). We work with our clients to provide investment advice that meets their goals and objectives. Any client-imposed limitations or guideline restrictions are defined and outlined in the client’s investment documentation and updated as necessary. When clients provide us with their own investment policy statements, we review the language to ensure it reflects our investment management responsibility. When necessary, the language is adjusted and approved by both the client and IR+M before management of the accounts begins. The management fee we charge for advisory services we provide depends on many factors including client type, portfolio type, investment strategy, portfolio size, client service needs, existence of a pre-existing relationship, and other factors. 5  Notwithstanding the foregoing, IR+M may be limited in its ability to negotiate certain separately managed account fee schedules for future clients (or otherwise revise fee schedules for certain existing clients), in part due to the terms of its existing client contracts, some of which require equivalent pricing. Pursuant to those agreements, IR+M is generally required to offer such client the same fee schedule that it offers to other similarly situated clients (e.g., clients that have a similar or smaller account size, are pursuing the same or substantially the same investment mandate and strategy, and/or are receiving from IR+M substantially the same services as the client with the equivalent pricing provision, among other factors that may be evaluated by IR+M on a case- by-case basis in reaching such a determination). Generally, we calculate management fees based on the agreed annual rate for assets under management in that client account or portfolio. Some clients have directed us to calculate their management fees based on account values provided by its custodian. In these cases, we rely on the valuation provided by the custodian. If a client adds or withdraws any funds to or from an account, the quarterly revenue shall be adjusted for such cash flows on a pro-rata basis. To determine asset values under management for calculating management fees, we generally use a third-party pricing service. In the absence of a third-party price, we generally use broker-dealer prices for individual securities. Our investment team evaluates the prices received from these methods against general market levels and trading activity that make markets in these and similar securities. If the investment team disagrees with the valuation provided by any third-party pricing service, we retain the right to override the price. Our Chief Compliance Officer (“CCO”), or the CCO’s delegate, authorizes all price overrides. Please refer to Item 12 for a description of our brokerage practices. All management fee schedules are negotiable, and we will waive minimum account sizes for Separate Accounts at our discretion. If applicable, we will consider performance-based fees based on the objectives of the mandate and overall client relationship. Please refer to Item 6 below for further information regarding performance-based fees. Our Separate Account management fees for the strategies listed below are normally based on the following annual rates and generally impose a $50 million minimum investment requirement: Accounts over $100 million: 0.25% on the first $100 million 0.20% on the next $100 million 0.15% on amounts over $200 million Core, Core Plus, Intermediate, Long, Corporate-Only, Mortgage Back Security-Only Portfolios Accounts $50 million to $100 million: 0.30% on the first $50 million 0.25% on the next $50 million 0.20% on the next $100 million 0.15% on amounts over $200 million Short Duration Portfolios Short Diversified Income Portfolios 0.25% on the first $50 million 0.15% on the next $50 million 0.10% on amounts over $100 million 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million 6  Government Opportunity, Agency Portfolios Treasury Only, TIPS Portfolios 0.15% on the first $50 million 0.10% pm amounts over $50mm 0.10% on the first $50 million 0.05% on amounts over $50 million Crossover Portfolios 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million Extended Cash Portfolios 0.20% on the first $50 million 0.15% on the next $50 million 0.10% on amounts over $100 million Our Separate Account management fees for the strategies listed below are normally based on the following annual rates and generally impose a $75 million minimum investment requirement: Convertible Bond Portfolios Liability Driven Investment (“LDI”) Portfolios 0.35% on the first $100 million 0.25% on the next $100 million 0.20% on amounts over $200 million 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million Our Separate Account management fees for the strategy listed below are normally based on the following annual rates and generally impose a $10 million minimum investment requirement: Municipal Bond Portfolios 0.25% on the first $25 million 0.20% on the next $75 million 0.15% on amounts over $100 million IR+M Private Investment Funds For Private Fund investors, we document the management fee in the private fund investor’s subscription agreement. We calculate Private Fund management fees based on the percentage of assets in a Private Fund investor’s capital account. Each Private Fund investor pays the management fee separately and the Private Fund itself does not pay a management fee to IR+M. IR+M in its sole discretion, may elect to waive or reduce its management fee incentive allocation (as applicable) for, but not limited to, its employees, affiliates, the family members of its employees or affiliates, or any investor with entitling any other investor to a waiver or reduction. Additionally, IR+M may enter into letters of understanding granting investors (e.g. seed investors) or third parties different rights or terms or conditions. All investors and prospective investors should carefully review the applicable offering documents of each Private Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Private Fund. Each Private Fund’s net asset value is calculated by its custodian who uses its official pricing sources as the primary source for calculating the value of each Private Fund’s securities. As noted above, fair market values determined in good faith by IR+M will be used where appropriate. If our third-party pricing vendor does not value a security in a Private Fund, or, if we deem that the price provided does not reflect fair value, we override the price. This presents a conflict of interest when making recommendations regarding the value of such securities since our management fees are based on the value of assets under management. To mitigate this risk, we have written pricing policies and procedures that require we have sufficient market information and other 7  third-party quotations to ensure that data used to value client assets is fair and, in our client’s best interests. Our CCO must approve all prices sourced outside of those provided by our third-party pricing service. Our Private Fund management fees for the strategies listed below are normally based on the following annual rates and generally impose a $5 million minimum investment requirement. Core, Core Plus, Core ESG, Intermediate, Long Investment Funds 0.30% on the first $25 million 0.28% on the next $25 million 0.23% on amounts over $50 million Short Duration and ESG Short Investment Funds 0.25% on all assets Intermediate Treasury Inflation-Protected Security Investment Fund 0.10% on all assets Our Private Fund management fees for the strategies listed below are normally based on the following annual rates and generally impose a $2 million minimum investment requirement: California Crossover and Crossover Investment Fund 0.35% on the first $5 million 0.30% on the next $5 million 0.25% on amounts over $10 million Short Diversified Income Fund 0.40% on the first $5 million 0.35% on the next $5 million 0.25% on amounts over $10 million Advisory Services to Unaffiliated Financial Services Firms We currently maintain contractual agreements with unaffiliated financial services firms. For these firms, we do one or more of the following: serve as a subadviser and provide investment management services in connection with the management of a mutual fund or ETF by another registered investment adviser; provide investment management services for CITs; or provide investment management and advisory services in connection with an unaffiliated registered investment adviser’s use of our investment strategies for their separately managed account program. When we provide investment management and/or advisory services to unaffiliated financial firms, we are typically compensated through a contractually agreed-upon fee schedule. The fee schedules and arrangements with these firms vary depending on several factors. These factors include but are not limited to the amount of assets under management, client servicing requirements, the client type, and the investment strategy for which investment management or advisory services are provided. 8  Payment of Management Fees We receive management fees from our clients typically on a quarterly basis, in arrears. Fees do not include fees for services performed by the client’s custodian. Clients are generally invoiced in arrears in accordance with the terms of their investment management, subscription, or participation agreement, respectively. For new and terminated portfolios throughout the quarter, management fees are prorated to align with the management period. Unless otherwise specified in the investment management or subscription agreement, management fees are pro-rated to account for any client’s capital contributions or withdrawals during the period. If the management of the account commences at any time other than the beginning of a calendar quarter, the first management fee is prorated based on the number of days of such calendar quarter during which the client’s agreement was in force. If an account terminates during a calendar quarter, a pro-rata fee will be assessed based on the number of days in the quarter that the account was under management. We do not currently have any performance-based fees and we generally do not permit clients to pay fees in advance. Clients can elect to remit payment to us directly, authorize us to request withdrawal from their account via custodial partners, or authorize a third party to remit payment on their behalf. All instructions must be submitted in writing by an authorized representative of the client. Clients are responsible for verifying the accuracy of the management fee. Other Charges and Fees Separate Accounts: Management fees charged to Separate Accounts do not include brokerage commissions, spread costs associated with fixed income trading, transaction fees, or other related costs and expenses. Separate Accounts generally incur charges imposed by custodians, brokers, and other third parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions). Such charges, fees, and commissions are exclusive of and in addition to our management fee. We do not charge clients for, nor do we receive any portion of these commissions, charges, or fees. Private Funds: The private investment funds we manage do not accrue expenses and IR+M does not charge a management fee to the private fund. IR+M bears all fund related expenses for routine professional services such as custody, audit, legal, and financial/tax preparation. Management fees for private fund investors can differ from Separate Accounts. Each Private Fund private placement memorandum or other offering document describes its fee structure in detail. Brokerage: Please refer to Item 12 for a description of the factors we consider in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-Based Fees We do not currently impose performance-based fees. However, we could potentially negotiate such an arrangement with clients in the future. All performance or incentive fee arrangements would be subject to Section 205 of the Advisers Act including the exemption set forth in Rule 205-3 under the Advisers Act. We 9  would include realized and unrealized capital gains and losses as well as accrued but unpaid interest to measure asset values. Performance-based fee arrangements create an incentive for us to recommend investments which are riskier or more speculative than those which would be recommended under a non-performance-based fee arrangement. Performance-based fee arrangements also create an incentive to favor higher fee-paying portfolios in the allocation of investment opportunities. Our policies and procedures outline that we treat all clients fairly and equally over time and prevent this conflict from influencing the allocation of investment opportunities among our portfolios. Additionally, employees are not compensated for portfolio performance for any portfolios we manage. Side by Side Management We manage portfolios for persons affiliated with us, portfolios for which we have a direct interest, and private investment funds for which we have an interest. For example, we provide initial funding or otherwise invest in private investment funds we manage. Additionally, we serve as manager or subadviser to Separate Accounts, Private Funds, CITs, and registered investment companies including mutual funds and exchange traded funds (“ETFs”) and manage these types of portfolios side-by-side. Such arrangements create an incentive for us to favor certain portfolios over others. IR+M allocates opportunities to each of its clients, including without limitation such pooled investment vehicles in which IR+M and its employees have invested, fairly and equitably in a manner that is consistent with our policies and procedures including initial order and allocation guidelines. As a result of different investment guidelines and restrictions (that are generally customized for each client account), the timing of inception of client accounts, ongoing client-directed cash inflows and outflows with respect to such accounts, and particular regulatory considerations (among other factors), IR+M may provide advice or take action with respect to the investments of one or more of its clients that may not be given or taken with respect to other clients pursuing similar overall investment mandates, objectives, and strategies. While IR+M aims to achieve similar portfolio characteristics among client accounts pursuing similar overall investment strategies, the aforementioned considerations typically will cause IR+M to not invest such accounts in exactly the same securities or instruments. As a result, such portfolios may not otherwise achieve the same investment performance as one another. Please refer to Item 12 for a description of our brokerage practices including broker selection and allocation. ITEM 7. TYPES OF CLIENTS We provide investment management services to individuals and institutions. These include, high net worth individuals and families, pooled investment vehicles including private funds and CITs for qualified retirement plans, corporations, pension and profit-sharing plans, insurance companies, Taft-Hartley plans, charitable organizations, foundations, endowments, religious institutions, public/government related clients, registered investment companies including mutual funds and ETFs, private investment funds, trusts, estates, and other U.S. and international entities. 10  ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS As an investment adviser, we provide investment management services to individuals and institutions through a variety of investment vehicles. These include separate accounts, private investment funds, CITs, mutual funds, and ETFs. Our overall investment philosophy and method of analysis, consistent across all our fixed income investment strategies, is to construct portfolios that conform with our clients’ investment objectives and risk tolerance. We construct portfolios using a disciplined bottom-up investment approach to select what we believe to be the most attractive securities from the U.S. dollar denominated fixed income universe. Our goal is to purchase what we feel are inefficiently priced securities that, when added to the portfolios we manage, provide attractive expected returns, reasonable risk exposures, and necessary liquidity. We believe that consistently predicting the timing, direction, and magnitude of interest rate changes is very difficult. As such, we keep duration and yield curve exposure neutral to the respective benchmark within a client’s portfolio. This philosophy has remained consistent since the inception of the Firm. Our fundamental analysis provides the basis of security selection with an emphasis on favorable credit, structure, and price characteristics. We believe our approach allows us sufficient market agility to implement our best ideas by acquiring meaningful positions and participating in unique opportunities. We do not use leverage or derivatives unless specifically requested by a client. Our security selection process utilizes the following factors to identify a diverse mix of fixed income securities to create client portfolios: • Credit: Investment grade focus and U.S. dollar denominated only; incorporate analysis of traditional credit metrics with additional qualitative data, to arrive at more holistic decisions. • Structure: Favor inherent attributes that create investor value over attributes that create issuer value. These may include factors such as embedded option features, collateral, or deal structure (vintage, deal size, etc.). • Price: The assessment of the market’s valuation of the credit and structure. Investment ideas are evaluated by our portfolio managers at regular review meetings and on an ad hoc basis as necessary. Our investment committee is responsible for making overall decisions on strategic direction, sector targets, and overall risk exposures. The investment committee’s primary responsibilities are to assess relative value across sectors, communicate overall risk preferences, and ultimately to distill asset allocation decisions into sector targets for each investment strategy. We primarily measure and assess risk with a third-party calculation engine that provides analytics such as yield, duration, convexity, spread duration, key rate exposure, and ex-ante tracking error. IR+M research analysts may consider, among other factors, material sector-specific ESG factors as one component of the firm’s overall research due diligence process, as we believe ESG factors can have a material financial impact on the valuation of a potential investment. We have developed a proprietary framework to identify ESG factors that may be material to an industry sub-sector, and which helps guide our research analysts in their assessments. However, unless specifically directed by a client to do so, our portfolios do not limit ESG Laggards, emphasize ESG Leaders, or otherwise implement negative screening criteria on the 11  basis of ESG factors or other values-based criteria. IR+M offers separate accounts that may consider certain ESG factors, exclude certain characteristics or sectors, or apply client-directed guidelines focused particularly on ESG issues. Risk Factors Investing in securities involves risk of loss that clients should be prepared to bear. Investing in the fixed income market is subject to certain risks including but not limited to market, interest rate, credit, call or prepayment, extension, issuer, liquidity, and inflation risk. While we actively seek to manage risk, our clients and private fund investors can lose money in their portfolio(s) as a result of many factors such as: • Market Risk: Changes in the prices of securities due to general and sometimes rapid and/or unpredictable movements in the market often related to changes in economic conditions. Prices of securities can become more volatile due to general market conditions that are not specifically related to a particular issuer, such as adverse economic and/or business conditions or outlooks, adverse investor sentiment, unexpected geopolitical developments, or changes in interest rates. The markets can also be significantly impacted by unpredictable events such as environmental or natural disasters or pandemics. These types of events can significantly reduce liquidity and marketability for certain securities, including bonds. When liquidity and marketability are reduced, it can be difficult to purchase and sell securities at desired prices or times. In such cases, clients will potentially not achieve their intended level of exposure to certain sectors at favorable prices or when desired. • Interest Rate Risk: Increases in interest rates cause the value of fixed income securities to decline. To mitigate interest rate risk, most investors choose an investment benchmark with a duration that matches their investment time horizon or liability profile. At the portfolio level, we seek to reduce interest rate risk relative to the index by keeping duration and yield curve exposure neutral to the respective benchmark. • Inflation Risk, Bank Exposure: Inflation risk is the risk that inflation diminishes the value of an investment over time. Over time, the prices of resources and end-user products generally increase at the rate of inflation which at times can outpace the expected return on an investment and cause the value of the investment to fall or underperform even if it generates positive income on an absolute basis. In addition, issuers such as banks and financial institutions that hold fixed income instruments can be negatively impacted by periods of inflation, which can reduce the value of such holdings and result in a loss of confidence in the institution. In such an event, loss of depositor confidence can lead to panic and ultimately could result in the affected bank becoming insolvent or facing bankruptcy. In the event of a bank insolvency or bankruptcy, (i) equity investors in the bank or its parent entity will lose all or nearly all of the value of their investment, (ii) debt investors in the bank or its parent entity will suffer losses of all or a portion of their investment, and (iii) depositors could lose up to the amount of their uninsured deposits with the bank. Conditions causing such losses can develop rapidly and without warning, making it impracticable or impossible to withdraw funds from or dispose of investments in such institutions before realizing losses. This risk is particularly applicable to investments and deposits held in regional banks and banks that are not systematically important to the U.S. economy. More generally, periods of inflation, which are difficult to predict or hedge, can have a negative impact on the fixed income markets, which can lead to portfolio losses. • Credit Risk: The value of a client’s investment in a fixed income strategy typically changes in response to the credit ratings of that strategy’s portfolio securities. The degree of risk for a particular security may be reflected in its credit rating. Typically, investment risk and price volatility increase as a security’s credit 12  rating declines. Securities rated below investment grade, i.e., BA or BB and lower (“junk bonds”), are subject to greater risks of loss of money than higher-rated securities. Compared with issuers of investment grade fixed income securities, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. The financial condition of an issuer of a fixed income security held by a strategy may cause it to default or become unable to pay interest or principal due on the security. A strategy cannot collect interest and principal payments on a fixed income security if the issuer defaults. Investments in fixed income securities that are issued by U.S. government-sponsored entities such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Association and the Federal Home Loan Banks involve credit risk, as they are not backed by the full faith and credit of the U.S. government. Credit risk is mitigated by our focus on agency-backed securities or those with sufficient seniority and/or credit enhancement. We perform extensive structural analysis and stress testing to value collateral characteristics and cashflow integrity. We seek to mitigate our idiosyncratic credit risk by constructing diversified portfolios that generally will not own more than 2% of a non-government backed issuer. • Prepayment Risk: During periods of declining interest rates, borrowers may exercise the option to prepay principal earlier than scheduled, forcing investors to reinvest in lower yielding securities. Future interest rate payments will not be paid when principal is returned early. Repayment will potentially be reinvested in securities at a lower, prevailing rate. This risk is common with mortgage-backed securities during periods of falling interest rates. • Extension Risk: During periods of rising interest rates, the average life of certain types of securities can extend because of slower than expected principal payments. This can lock in a below market interest rate, increase the security’s duration, and reduce the value of the security. This risk is common with mortgage- backed securities during periods of rising interest rates. • Liquidity Risk: Changes in market structure, periods of market volatility, or factors affecting a specific security can affect our ability to purchase desired securities, sell a security in a timely manner, or can force us to sell a security at a price that we consider to be below fair market value. This risk can increase during volatile or adverse market and economic conditions. The lack of an active trading market and/or volatile market conditions can make it difficult to obtain accurate prices/valuations for certain securities. We seek to control liquidity risk at both the security and portfolio level in several ways. Our emphasis on investing in bonds of larger, recognized companies is generally associated with better relative liquidity. We favor larger issuers which typically have numerous outstanding issues, index deal sizes, and dealer sponsorships. There is a plethora of unique structural stories in the market, but many have very weak liquidity profiles. When purchasing these types of securities, we assess what the “liquidity premium” should be, so we can attempt to narrow the bid/offer spread upon purchase. We also review and discuss the overall exposure to less liquid issues so that portfolios have a sufficient degree of liquidity to meet any cash flow needs. In general, we strive to be able to liquidate any of our portfolios over the course of a few days, if necessary. • Tax Loss Harvesting Risk: The effectiveness of a tax loss harvesting strategy is largely dependent on each client’s tax and investment profile, including investments made outside of IR+M’s advisory services. Therefore, there is a risk that the strategy used to reduce a clients’ tax liability in an IR+M portfolio is not the most effective strategy wholistically. To the extent that a client’s custodian uses a different cost basis or tax lot accounting, tax efficiencies can be greater or lower than IR+M’s estimates. Tax loss harvesting can generate a higher number of trades in a portfolio due to our attempt to capture losses. This can mean higher overall transaction costs to clients. 13  • Reinvestment Risk: The potential that future principal and interest payments are invested at lower prevailing future market rates than the rate at the time of original investment. Reinvestment risk is an important yet subtle component of long-term return. We seek to reduce this risk by maintaining duration close to that of the chosen benchmark and by focusing primarily on securities with stable cashflows such as non-callable issues. Embedded call and prepayment options are evaluated with proprietary quantitative models such that we can determine whether we are comfortable with the underlying cashflow variance irrespective of the future path of interest rates. One important component of reinvestment risk is the level of cash held by a portfolio. To mitigate this risk, we strive to keep our portfolios fully invested at all times. • Counterparty Risk: Trading securities involves counterparty risk. All of our trades are effected on a delivery versus payment basis and most settle on T+1. As a result, counterparty risk is essentially limited to market moves over short time frames from trade confirmation until settlement. IR+M has engaged in derivatives trades only in very limited circumstances and with client authorization, and we follow strict trade margining protocols to cover daily market moves in such positions. • Management Risk: Our strategies are actively managed, and our performance in these strategies may reflect our ability to make decisions that are suited to achieving a strategy’s investment objective. As a result, a strategy may not meet its investment objective based on the success or failure of the portfolio managers to implement investment strategies and could underperform other similar strategies with comparable investment objectives managed by other advisers. • Strategy Risk: Our judgment about the attractiveness, risk adjusted total return, relative value, or potential appreciation of a particular sector or security proves to be incorrect. To the extent we invest significantly in corporate, asset-backed, and mortgage-related securities, a portfolio’s exposure to credit, prepayment, and extension risks can be greater than if the portfolio were invested in other fixed income instruments. Operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, fraud, failure in systems and technology, changes in personnel, and errors caused by third-party service providers. These factors can result in losses to a portfolio. Please refer to Item 12 for our Error Correction Policy. • Securities Ratings: Investment grade debt ratings are generally assigned to agency and non-agency MBS bonds whose underlying collateral and enhancement are sufficient to meet its financial commitment on the obligation. The debt issued is judged to be of the best quality and considered to carry the smallest degree of investment risk. Non-investment grade debt ratings denote speculative investments which are vulnerable to the nonpayment of interest and risk the inability to repay principal. Bond ratings are the opinion of the agency issuing them, are subject to change, and are not a guarantee of the ability of the underlying mortgagors or securitized assets to pay. Historical experience related to the ratings of structured products, RMBS, ABS, CMBS, issuers and other deal parties clearly indicates the potential for a significant amount of downgrade activity despite the initial and recent assessment of higher ratings. No assurance can be made that current ratings will indicate actual timely interest or ultimate principal payments. • Non-performing Nature of Debt: Certain debt instruments that may be purchased in a client portfolio may become non-performing and possibly default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to these instruments. 14  • Increased Government or Market Regulation: While we regularly monitor legislative, regulatory, and other governmental actions that can impact our business, it is impossible to predict the impact of future regulation. Changes to regulations, tax code, or the overall regulatory environment can negatively affect the value of securities within a client’s portfolio, can hinder our ability to employ our trading strategies, and can increase the costs of trading. • Geopolitical Risk and Economic Conditions: The value of the instruments traded by client accounts could be adversely affected by changes in economic conditions or political events that are beyond its control. For example, a financial market collapse, continued threats of terrorism, the outbreak of hostilities involving the United States, or the death of a major political figure may have significant adverse effects on the investment results. • Force Majeure Events. Certain force majeure events (meaning those events beyond the control of the party claiming that the event has occurred, including unexplainable occurrences, fire, flood, earthquakes, war, terrorism, outbreaks of infectious disease, pandemics, labor strikes, national and international political circumstances, and conditions in the global financial markets, all of which may give rise to trade and travel barriers, volatility in commodity prices and currency exchange rates and/or controls) may negatively affect the economy, infrastructure, the livelihood of people throughout the world, the level and volatility of securities prices, the liquidity and value of the client accounts and IR+M’s operations. To manage and mitigate these types of events, IR+M has a business continuity plan designed with an objective to provide for immediate, accurate and measured response to emergency situations and minimize the impact a specific disaster may have upon the safety and wellbeing of IR+M's personnel and operations. IR+M’s business continuity plan details the processes in place should a disaster occur that causes temporary (or long term) displacement, including how IR+M would: (i) protect against the loss or damage to organizational assets and critical information; and (ii) resume normal business activities, including the reinstatement of communications with outside contacts, during any extended outage or displacement period. Although IR+M has taken significant steps to implement what IR+M believes is a reasonable business continuity plan, IR+M cannot guarantee that its business processes will always be available or recoverable should a significant business interruption strike. However, IR+M believes its business continuity plan reduces the risks associated with possible business interruptions. • Private Placement Risk: Privately issued securities are restricted securities that are not publicly traded. Accordingly, the market liquidity for specific privately issued securities may vary. Delay or difficulty in selling such securities may result in a loss to the strategy. • Cybersecurity Risk: The firm’s technology systems, and those of our critical third parties such as administrators, custodians and auditors, may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, floods, tornadoes, hurricanes and earthquakes. Although we have implemented various measures to manage risks relating to these types of events, if our systems are compromised, become inoperable or cease to function properly, the Firm and its affected advisory clients may have to make a significant investment to fix or replace them. The failure of these systems and/or of a disaster recovery plan for any reason could cause a significant interruption in the operations of the Firm and its clients and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to clients. Such a failure could harm a person’s reputation and subject IR+M to legal claims, regulatory fines and impair business and financial performance. 15  • Artificial Intelligence Risk: IR+M only uses artificial intelligence (“AI”) tools for research efficiency and operational support processes. We do not incorporate any AI tools directly into the investment decision- making process. Additionally, AI models or tools are not used in any business-critical functions. In the future, the Firm may expand the use of AI tools. The use of AI tools entails certain risks, including inaccurate data outputs and inherent bias or discrimination that affect the quality and accuracy of outputs and outcomes. AI and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. To safeguard against some of these risks, IR+M has adopted an Artificial Intelligence and Large Language Model Policy that provides guidelines for the use of AI in connection with IR+M’s business. Under the policy, the use of AI generally (i) must be approved by an employee’s supervisor, and in some instances the legal and compliance teams, (ii) subject at all times to human input and supervision, and (iii) cannot permit the loading of confidential or personal identifying information of any client or employee. • Data and Systems Risk: We rely on proprietary and third-party data for business and investment operations and decision making. Such data includes but is not limited to portfolio security characteristics, portfolio guideline and monitoring data, risk analyses, and other data indicating financial performance. While we have limited means to ensure that third-party data is error-free, we have controls in place to ensure that client and Firm proprietary data is handled in a secure manner by third-party vendors. The systems we use to access and maintain data are housed onsite or hosted by a third party. Despite our best efforts, these systems can be breached, disabled, or otherwise not operate properly by means outside of our control. This can result in adverse business impacts on us and the portfolios we manage and can lead to financial loss, reputational harm, and regulatory scrutiny. • Fraudulent Schemes Risk: IR+M is aware of incidents involving imposters and other bad actors falsely claiming to be associated with various financial service firms on social media platforms and messaging applications. These imposters have engaged in a variety of fraudulent activities, including constructing fake websites and profiles that purport to represent financial services firms, and impersonate financial services firms using names and likenesses of firm employees. IR+M reminds our clients to be mindful of these scams. IR+M does not solicit investments through social media platforms or messaging applications such as WhatsApp and Telegram. If you have any questions or if you wish to verify that you are communicating with an authorized representative of IR+M, please call 617-330-9333 or contact compliancefirm@incomeresearch.com. If you believe that you or someone you know has been a victim of fraud, you can report the matter to your local law enforcement or other relevant authorities. You may also submit a report through the Federal Bureau of Investigation’s Internet Crime Complaint Center at https://www.ic3.gov/. Risk Factors Specific to Fixed Income Instruments Clients should be aware that there are additional risks when investing in the following types of fixed income instruments when included in their portfolio: • Government Securities Risk: Not all U.S. government securities are backed by the full faith and credit of the U.S. government. It is possible that the U.S. government would not provide financial support to certain of its agencies or instrumentalities if it is not required to do so by law. If a U.S. government agency or instrumentality defaults and the U.S. government does not stand behind the obligation, returns can be negatively impacted. The U.S. government guarantees payment of principal and timely payment of interest on certain U.S. government securities. 16  • Municipal Securities Risk: Municipal securities risk generally depends on the financial status and credit quality of the issuer. Changes in a municipality’s financial condition could cause the issuer to fail to make interest and principal payments when due. A period in which a municipality experiences lower tax revenues, decreased funding from state and local governments or a sustained economic downturn may increase the risk of a credit downgrade or default. If such events were to occur, the value of the security could decrease or be lost entirely and it may be difficult or impossible to sell the security at the time and the price that normally prevails in the market. Interest on municipal obligations may not be exempt from the federal alternative minimum tax. • Mortgage-Related and Other Asset-Backed Securities Risk: Mortgage-related securities include passthrough securities, collateralized mortgage obligations (“CMO”), commercial mortgage-backed securities (“CMBS”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities, and other securities that directly or indirectly represent a participation in or are secured by and payable from mortgage loans on real property. To the extent we invest in “to be announced” (“TBA”) mortgage-related securities or enter into "dollar roll" transactions, funds earmarked for payment of these obligations can be invested in securities that are longer in maturity than the settlement date. This is a common method of increasing return on a portion of a client’s investment portfolio, and it can be subject to additional market or credit risk. The value of some mortgage- or asset-backed securities can be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities will cause a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related security generally will decline. However, when interest rates are declining, the value of mortgage-related securities with prepayment features will not increase as much as other fixed income securities. The value of these securities can fluctuate in response to the market’s perception of the creditworthiness of the issuers. Mortgage-related securities also pose credit risk. Because the assets providing cash flows to a mortgage-related security can be composed of mortgage loans, the holders of such mortgage-related securities are subject to default and delinquency risks. If mortgage borrowers are delinquent or default on their payments, the holders of mortgage-related securities will not realize full repayment of their investment or can experience delays in the repayment of their investment. The credit risk of mortgage-related securities depends, in part, on the likelihood of the borrower paying the promised cash flows of principal and interest on time. The credit risk of a specific mortgage-related security can be influenced by a variety of factors including: (i) the mortgage borrower’s lessened ability to repay in light of changed circumstances, such as a job loss, (ii) the borrower’s ability to make higher mortgage payments which can result from floating-rate interest resets, (iii) declines in the value of the property which serves as collateral for the mortgage loan, and (iv) seniority or priority of the specific mortgage-related security relative to other claims on the cash flow from the pool of mortgage loans. • High Yield Securities Risk: We invest in securities with below investment grade ratings in certain strategies. In addition, we can determine to retain a security if it is downgraded to below investment grade after purchase. High yield securities are speculative and involve a greater risk of default and price change due to changes in the issuer’s creditworthiness or the risky nature of an investment for which limited or no recourse to the issuer is provided. The income on and market prices of these debt securities usually fluctuate more than that of investment grade debt securities and can decline more significantly in periods of general economic difficulty. As a result, a portfolio can be subject to greater levels of price volatility by investing in, or maintaining its investment in, high yield securities and unrated securities of similar credit quality. Below investment grade securities also tend to pose greater risks of illiquidity than higher-quality securities. Some are not registered under the Securities Act of 1933 and/or do not trade frequently. When they do trade, their prices can be significantly higher or lower than expected. As a result, high yield debt instruments also generally pose a greater risk of being valued incorrectly by the market. An economic 17  downturn, a period of rising interest rates or increased price volatility can adversely affect the market for these securities, and reduce the number of buyers, should the need arise to sell these securities. Should an issuer declare bankruptcy, the entire investment in that security can be lost. • Distressed Securities. The Firm may invest in distressed investments. Distressed investment strategies generally involve investing in the securities and other assets of U.S. and non-U.S. issuers in weak financial condition (perhaps having a negative net worth), experiencing poor operating results, needing substantial capital investment, facing special competitive or product obsolescence problems, or involved in various stages of bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in significant or even total losses. Among the risks inherent in investments in financially troubled issuers is the fact that it is frequently difficult to obtain reliable information as to their true financial prospects. Such investments also may be adversely affected by state and federal laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. The market prices of such securities are also subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value. IR+M employees, on behalf of the Firm, may elect to serve on creditors’ committees or other groups to ensure preservation or enhancement of the Firm’s position as a creditor. • Convertible Securities Risk: A convertible security is a bond, debenture, note, preferred stock, right, warrant or other security that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or cash within a particular period of time at a specified price or formula. A convertible security typically entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities typically have characteristics similar to both debt and equity securities. Convertible securities ordinarily provide a stream of income with typically higher yields than those of common stock of the same or similar issuers and typically rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities typically do not participate directly in any dividend increases or decreases of the underlying securities, although the market prices of convertible securities may be affected by any dividend changes or other changes in the underlying securities. A strategy’s investments in convertible securities subject it to the risks that prevailing interest rates, issuer credit quality and any call provisions may affect the value of the strategy’s convertible securities. • Collateralized Loan Obligations (“CLO”): A CLO is a type of structured credit instrument that purchases a pool of bank loans made to businesses that can be rated below investment grade, and issues secured and unsecured debt securities with different risk/return profiles as well as equity securities. CLO securities purchased can be unrated or non-investment grade. Unrated and non-investment grade CLO securities, and in particular equity securities, are subject to a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both can impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments can be speculative. In addition, if a portfolio is a holder of CLO equity, the portfolio will have limited remedies available in the event of a default of the CLO. The value of the CLO securities generally will fluctuate with, among other things, the financial condition of the obligors on or issuers of the underlying portfolio of loans of the CLO (which can be below investment grade and therefore subject to volatility and risk of loss), general economic conditions, the condition of certain financial markets, political events, developments or trends in any 18  particular industry and changes in prevailing interest rates. Consequently, holders of CLO securities must rely solely on distributions on the CLO collateral or proceeds thereof for payment in respect thereof. If distributions on the CLO collateral are insufficient to make payments on the CLO securities, no other assets will be available for payment of the deficiency and following realization of the CLO securities, the obligations of such issuer to pay such deficiency generally will be extinguished. In addition, the lack of an established, liquid secondary market and/or trading restrictions for some CLO securities (CLO equity securities in particular) can have an adverse effect on the market value of those CLO securities and will in most cases make it difficult to dispose of such CLO securities. Therefore, if we decide to dispose of any particular CLO security, no assurance can be given that we will be able to dispose of such CLO security at the prevailing market price, if at all. • Exchange Traded Funds: These instruments seek to directly or inversely correlate with a particular index or basket of securities. An index-based ETF invests in all the securities in such index or in a representative sample of such securities or sectors. As a result, index-based ETFs generally will not attempt to take defensive positions in volatile or declining markets or under other conditions. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, which generally includes the risks associated with the particular securities or sector(s) in which the ETF invests. In addition, the lack of liquidity in an ETF can result in its share price being more volatile than a direct investment in the underlying instruments. Although ETFs generally will be listed on securities exchanges, there can be no assurances that an active trading market for such ETFs or other financial instruments will be maintained. By investing in ETFs, portfolios will bear two layers of fees and expenses. ETFs have management fees that increase their costs. As a shareholder of an ETF, a portfolio would bear its pro rata portion of the ETF’s expenses, including advisory fees. These expenses would be in addition to the fees and other expenses that a portfolio bears directly in connection with its own operations. • Closed-End Funds: Funds with a fixed number of shares outstanding that, unlike a mutual fund or other open-end funds, are not redeemable upon demand. Publicly listed closed-end funds behave more like stock than open-end funds; closed-end funds issue a fixed number of shares to the public in an initial public offering, after which time shares in the fund are bought and sold on a stock exchange, and they are not obligated to issue new shares or redeem outstanding shares as open-end funds are. The price of a share in a closed-end fund is determined entirely by market forces, so shares can either trade below their net asset value (“at a discount”) or above it (“at a premium”). To the extent we invest in closed-end funds that trade at a discount to their net asset value, performance can be adversely impacted. Closed-end funds that are not publicly listed will generally not have a secondary market and can be illiquid. By investing in closed-end funds, a portfolio will bear two layers of fees and expenses. Closed-end funds have management fees that increase their costs. As a shareholder of a closed-end fund, a portfolio would bear its pro-rata portion of the closed-end fund’s expenses, including advisory fees. These expenses would be in addition to the fees and other expenses that the portfolio bears directly in connection with its own operations. Bank Loans and Participations: IR+M may invest in bank loans and participations. The loans invested in by the Firm may include term loans and revolving loans, may pay interest at a fixed or floating rate, and may be senior or subordinated. Purchasers of bank loans are predominantly commercial banks, investment funds, and investment banks. There can be no assurance that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity or that the market will not experience periods of significant illiquidity in the future. In addition, the Firm may trade and make investments in stressed or distressed bank loans which are often less liquid than performing bank loans. The Firm may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning 19  institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. Additional special risks associated with these obligations include: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the Firm to directly enforce its rights with respect to participations. • Derivatives Risk: The use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes, credit spread changes, other market developments, changes in the counterparty’s credit quality, and the risk that a derivative transaction will not have the effect we anticipated. Mispricing and improper valuation are significant concerns due to the complex factors affecting derivatives. They can also create leverage, leading to potential losses exceeding the initial investment. Use of derivatives other than for hedging purposes can be considered speculative. The risk of counterparty default and settlement failures is higher for non-cleared derivatives. In these situations, if a counterparty becomes insolvent or otherwise fails to perform its obligations, there can be significant delays in obtaining any recovery from the counterparty in tan insolvency, bankruptcy, or other reorganization proceeding and it is possible that no recovery, or only a partial recovery, would result. Additionally, lack of market participants in the derivatives market can make it difficult to trade derivatives at fair prices, especially during market stress. Cleared contracts reduce counterparty risk but require margin and standardization, while non-cleared contracts offer customization but higher counterparty risk. New regulations can increase the cost and complexity of derivatives, and operational failures may lead to losses. • Futures Contracts and Options on Futures Contracts Risks: Futures contracts (and related options) on securities indices, U.S. government securities, currencies, and other financial instruments or commodities, for certain strategies, a practice which can involve substantial risks. There is no assurance that a liquid secondary market will exist for futures contracts, or related options, purchased or sold, and a portfolio can be required to maintain a position until exercise or expiration, which can result in losses. Futures positions can be illiquid because, for example, most U.S. commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved to the daily limit for several consecutive days with little or no trading. Similar occurrences can prevent us from promptly liquidating unfavorable positions and cause it to be subject to substantial losses. In addition, we cannot execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or the Commodity Futures Trading Commission (“CFTC”) will 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. In addition, the CFTC and various exchanges impose speculative position limits on the number of positions that can be held in particular commodities. Trading in commodity futures contracts and related options are highly specialized activities that can entail greater than ordinary investment or trading risks. • Non-U.S. Security Risk: Investments in securities issued by non-U.S. issuers can involve additional risks including political and economic risks specific to the country issuing the security. Additionally, these 20  securities can be more sensitive to changes in trade policy, economic developments, political unrest, or regional risk than a U.S. issuer. ITEM 9. DISCIPLINARY INFORMATION At the time of this filing, IR+M has no legal or disciplinary events to disclose that are material to a client or a private fund investor’s evaluation of our Firm or the integrity of our management. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS In addition to our clients, IR+M provides investment advisory services to certain private investment fund vehicles, to registered investment companies, and to registered investment advisers. IR+M is not registered, nor does it have an application pending to register as a broker-dealer. A small number of employees are currently registered, or have an application pending to register, as a registered representative of a third-party broker-dealer that is responsible for oversight and supervision required by the Financial Industry Regulatory Authority. These employees are not compensated by the third-party broker-dealer. IR+M is not registered with the CFTC as a Commodity Trading Advisor, based on IR+M’s determination that we may rely on certain exemptions from registration provided by the Commodity Exchange Act and the rules and guidance thereunder. The CFTC has not passed upon the availability of these exemptions to IR+M. The Firm relies on the International Adviser Exemption to service the accounts of a limited number of Canadian clients. None of our employees have any relationships or arrangements with other financial services companies or other entities that pose a material conflict of interest. Please refer to Item 14 for a description of referral arrangements and other compensation. As a result of a 2024 Financial Crimes Enforcement Network final rule, investment advisers are included in the definition of “financial institution” under the Bank Secrecy Act (“BSA”) and would be subject to certain provisions of the BSA when the rule is enforced. IR+M maintains an Anti-Money Laundering (“AML”) Program that is reasonably designed to detect and prevent IR+M from being used to facilitate money laundering or the financing of terrorist activities and to achieve and monitor compliance with applicable AML laws. This program covers all of IR+M’s investment advisory activities, including any activities that do not entail the management of money. ITEM 11. CODE OF ETHICS We are committed to maintaining the highest standards of professional conduct and ethics in discharging our legal obligations to our clients, to protect our business reputation and to avoid even the appearance of impropriety in our investment activities on behalf of clients. Our Code of Ethics details certain minimum expectations that we have for our employees. All personnel, regardless of role, are expected to conduct the Firm’s business in full compliance with both the letter and the spirit of the law and any other policies and procedures that may be applicable. Upon hire and on an annual basis thereafter, we require that each employee 21  certify in writing that the employee has read, understands and complies with the policies and procedures of the Code of Ethics. Any violations regarding the Code of Ethics must be brought to the attention of the CCO. If it is determined that an employee has violated the Code of Ethics, we will take such remedial action as is deemed appropriate. Sanctions will vary but may include censure, limitation or prohibition of personal trading, suspension, or termination of employment. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Clients may request a copy by contacting us at the address, telephone number, or email on the cover page of this document. The Code of Ethics applies to all employees and includes other individuals as determined by the CCO, or the CCO’s delegate, and certain immediate family members (each a “Covered Person”). Each employee and other Covered Person must conduct all personal securities transactions in a manner that is consistent with the Code to assist us in detecting and preventing any actual or potential conflicts of interest. Provisions of the Code of Ethics include but are not limited to: • Insider Trading/Material Non-Public Information: IR+M maintains policies and procedures designed to prevent the misuse of material non-public information. IR+M employees and other Covered Persons are prohibited from seeking out material non-public information or, in cases where they come into possession of material non-public information, using it as a basis for purchasing or selling securities in client accounts or in their personal accounts. Covered Persons are also prohibited from further disseminating material non- public information to any other parties either within or outside of IR+M, except for the Legal and Compliance teams in order verify whether certain information is, in fact, material non-public information. • Outside Business Activities: The Code of Ethics contains guidelines and requirements for the outside business activities of IR+M employees. These parameters are intended to prevent material conflicts of interest with IR+M clients, the firm, and employees’ roles and responsibilities at IR+M. As described in Item 10, certain employees of IR+M are also registered representatives of a third-party broker-dealer and are subject to additional procedures and restrictions with respect to outside business activities. • Personal Trading: IR+M recognizes that employees should have an opportunity to develop investment programs for themselves and their families and therefore the Code of Ethics does not prohibit personal trading by employees and other Covered Persons. As a result, employees and other Covered Persons may purchase or sell the same or similar securities for their own accounts that IR+M purchases or sells for client accounts. Our Code of Ethics sets forth standards of conduct expected of employees and addresses conflicts that arise from personal trading by employees and other Covered Persons. It provides policies and procedures designed to ensure that employees and other Covered Persons conduct their personal securities transactions in a manner that complies with the securities laws, rules and regulations. Controls in place include blackout periods for certain employees, preclearance of trades, holdings disclosure and other trading restrictions. • Political Contributions: As a firm, we will neither make contributions to any public officials or candidates for office nor pay any third party to solicit government clients on its behalf. We will also not make any payments to foreign governmental officials or candidates for official positions for the purpose of influencing the foreign official’s decision-making process or to secure an unfair advantage. IR+M employees and other Covered Persons must pre-clear all payments to foreign officials and political contributions. Political contributions are limited to a maximum of $250 per candidate per election, can 22  only be made if the IR+M employee and Covered Persons are entitled to vote for that candidate, and the candidate cannot influence investment manager hiring decisions for government funds. • Items of Value: Employees and other Covered Persons cannot leverage an employee’s position at IR+M to seek or accept gifts, favors, preferential treatment, or special arrangements of material value from a third party. Other Conflicts of Interest Personal interests both inside and outside of IR+M that could be placed ahead of our obligations to clients could be the source of actual or potential conflicts of interest. Employees must remain aware that just the opportunity to act improperly may create the appearance of conflict and that conflicts may exist even in the absence of wrongdoing. Employees are required to make a full and timely disclosure of any situation that could result in a potential conflict or the appearance of a conflict of interest. To identify potential sources of conflicts of interest and to assess how those conflicts are addressed by our compliance program, we perform regular reviews. This process has been developed and improved, since our inception, with the input from and oversight by the Board of Directors of IR+M, management committee, and our legal and compliance teams. The potential conflicts of interest that may be evaluated are (1) potential conflicts between the firm and our clients, (2) potential conflicts between our employees and our clients, and (3) potential conflicts between different clients. Primary potential conflicts between the firm, its employees and our clients include: misleading or deceptive marketing, misleading or deceptive trading practices, improper valuation, errors and corrections, misuse of non-public information including front-running, misdirection of investment opportunities, and participation in investment opportunities by employees. The Firm mitigates these conflicts of interest through our policies and procedures including, but not limited to, Policy on Best Execution and oversight by Best Execution Committee, Marketing Rule Policy, GIPS procedures, Personal Trading and Cross Trading Policies, Operation of Pricing Committee and adoption of pricing guidelines, Adherence to a Trading Policy including bunching, fair allocation and rotation procedures, Policy on Errors and Corrections, disclosures to clients, Code of Ethics, including personal trading restrictions, Policies on Gifts, Entertainment and Political Contributions, Supervisory Policy and business-line procedures. ITEM 12: BROKERAGE PRACTICES Broker Selection and Best Execution Clients typically give us full discretion to determine and to direct execution of portfolio transactions. When we are given such discretion, we select broker-dealers and/or other counterparties (“Counterparties”) to execute portfolio transactions with the primary objective to obtain the overall best combination of price and execution. However, a client may limit IR+M’s discretionary authority over its account and instruct IR+M as to which Counterparty it should use to execute securities transactions on behalf of its account. In those cases, IR+M may be unable to achieve most favorable execution of client transactions. Therefore, clients who elect to select the Counterparty for execution of securities transactions on behalf of their account may incur greater costs (than clients who do not elect directed brokerage). Best price, giving effect to any brokerage commissions or other transaction costs such as markups or markdowns, are the primary criteria we use in selecting Counterparties for fixed income trades. In limited circumstances, we use alternative trading systems to achieve our objectives. 23  We favor Counterparties who exhibit the ability to effect trades that most closely conform to our price expectations. Since fixed income securities trade over-the-counter and do not trade on a centralized exchange, we use brokerage services from a variety of Wall Street and regional firms. Fixed income securities are purchased in public offerings from underwriters at prices that include underwriting commissions and fees. Fixed income securities are also purchased in the secondary market from issuers or Counterparties. Brokerage commissions are uncommon in fixed income security trading. New issues not covered by a third-party pricing service are priced from the new issue spread and based off the associated yield/swap curve, transaction price, or the last trade price if that date coincides with a month end. The security will continue to be priced based on one of those options until either an approved pricing vendor starts pricing the security or the investment team, with the CCO’s or delegate’s approval, provides an alternative means for valuation. The Counterparties with whom we transact are selected based on their ability to provide overall best execution. Qualities we look for in our Counterparties include: (1) financial stability, (2) a willingness to commit capital to fulfill orders, (3) assistance in finding liquidity and fulfilling difficult orders, (4) quality execution including accuracy, speed, best price and/or price improvement, (5) idea generation and market color, (6) making IR+M the “first call” in attractive situations because they know us and our strategies, and (7) solid administrative services including communication, response time, settlement efficiency and fairness in resolving disputes. To analyze financial stability, we use input from our research analysts covering the banking sector to help determine the financial health of our counterparties and to seek to identify factors that can potentially impact the quality of the counterparty. Any Counterparties that we deem to be deficient in any of the areas above are removed from our maintained list of approved Counterparties. Our Best Execution Committee monitors our practices outlined above. The Best Execution Committee generally meets quarterly and consists of employees representing our investment, operations, and compliance teams. The goal of the Best Execution Committee is to evaluate periodically and systematically the quality of Counterparty services received, while amending procedures over time as changes occur in the market that give rise to improved execution. Allocation of Investment Opportunities Our policy is to allocate investment opportunities among client portfolios in a manner we believe to be fair and equitable to each client portfolio over time. Allocating investment opportunities shall never favor any one client portfolio over another and shall never favor us. We manage client portfolios with similar investment objectives and strategies and manage client portfolios with different objectives or strategies that trade in the same securities. Despite these similarities, decisions about each client portfolio’s investments and the performance resulting from these decisions can differ. As a result, we will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible client portfolios. We expect that client portfolios with similar investment objectives will trade many of the same securities at the same time, although in certain circumstances it will not be feasible to allocate a transaction pro-rata to all eligible client portfolios. Because of this, not all client portfolios will necessarily participate in the same investment opportunities or participate on the same basis. Our objective is to ensure that over time no client portfolios are favored with respect to any available investment opportunities except where applicable law or client portfolio investment restrictions dictate otherwise. 24  When making allocation decisions, we consider the following factors: • The client portfolio’s investment objectives and strategies; • The composition and characteristics of the client portfolio relative to similar client portfolios; • The cash flows and amount of investment funds available to each client portfolio; • The amount already committed by each client portfolio to a specific investment or sector; • Each client portfolio’s risk tolerance and the relative risk of the investment; and • The marketability of the security being considered. Additionally, we seek to avoid creating odd lot or de minimis positions in any client portfolio, allocating a smaller portion to client portfolios for which the purchased security would be a peripheral investment and a larger portion to client portfolios for which the security would be a core investment, satisfying demand with respect to a client portfolio’s relative cash position by allocating a small portion to client portfolios with less cash or liquidity and a greater portion to client portfolios with more cash or highly liquid investments, and allocating positions to a new client portfolio that has been approved for trading at the same time of the trade allocation. If after executing a trade, our investment team discovers that an investment is inappropriate to include in a client portfolio, they can reallocate the ineligible client portfolio’s share of the trade among any eligible client portfolios provided that the reallocation is appropriate and reasonable for the other participating client portfolios and made on trade date before final allocations occur. The primary cause of post-trade reallocations is ineligibility. Post execution allocations must comply with the same general guidelines set forth above for pre-execution allocations, must be consistent with the goal of treating all client portfolios fairly and equitably, and must be approved by the CCO, or the CCO’s delegate. If reallocation is required due to an error or if reallocation must occur after final allocations, we will follow our error correction procedures and treat the reallocation appropriately. We may take an investment position or action for one client portfolio that is different from a position, or an action taken for another client portfolio that has a similar investment objective. These decisions can adversely impact or benefit one or more client portfolios, including client portfolios in which we, our employees and other Covered Persons have an interest. We manage and mitigate these potential conflicts of interest by following policies and procedures concerning the allocation of investment opportunities among client portfolios, which includes periodic reviews of the reasonableness and fairness of trade allocations over time. Trade Orders and Aggregation We frequently decide to purchase or sell the same securities for several client portfolios at approximately the same time. Whenever possible, orders to purchase or sell the same security for multiple client portfolios are aggregated if we believe doing so will result in more favorable execution. We will not aggregate investment transactions for client portfolios unless the transaction is consistent with each client’s investment management agreement and investment objectives and restrictions. Our ability to aggregate orders will be limited by client account restrictions such as Counterparty requirements, minimum transaction sizes, or other operational rules. Such limitations require IR+M to treat such accounts to be traded independently from the aggregate order. Market conditions and liquidity can limit our ability to 25  aggregate trade orders. If we do not aggregate trades when we have the opportunity to do so, clients will likely pay higher prices. We will batch certain client trades with trades of certain portfolios, including client portfolios with employees as investors (“Affiliated Portfolios”), only if we meet each of the following conditions: (1) the client portfolios trades are treated equally with Affiliated Portfolio trades, (2) each client and Affiliated Portfolio participating in the trade receives average execution and commissions, and (3) securities purchased or sold are allocated fairly and in accordance with our trade allocation procedures. Investing New Accounts Newly funded client portfolios are invested using the same allocation processes described in this section. Depending on the account size, funding type, such as cash, securities, and client guidelines, a new account can take up to 90 days to become fully invested. New Issues and Secondary Offerings When we decide to participate in a new issue or secondary bond offering, orders are fully communicated within the investment team. Client portfolios are reviewed and tested for compliance (pre-trade rules are run to ensure we will not breach client guidelines). Once eligible portfolios have been identified, we determine the total number of bonds needed and the allocation for each client portfolio. Orders are then placed and once filled, the bonds are allocated in accordance with the priority set by the allocation methods described in the Trade Allocation section above. Client Transferred Securities Often, clients fund accounts with securities. IR+M does not generally accept securities in which we do not typically invest or cover. Prior to accepting any security transfers, our investment team will review the securities, approve those we will accept, and determine to liquidate or to hold the transferred securities. If a client asks IR+M to execute transactions in securities that we do not cover, we will consider such requests on a case-by-case basis. Cross Trades IR+M does not currently and does not anticipate using cross trades. However, if we determine that it is appropriate and in the best interest of certain client portfolios if one client portfolio purchases a security from another client portfolio that is selling the same security (“Cross Trades”). Eligible client portfolios exclude client portfolios that expressly prohibit Cross Trades and any other portfolio deemed ineligible by the CCO, or the CCO’s delegate. When permitted by a client portfolio, applicable law, and our policies and procedures, we will consider, based on guidance and best practices, to execute Cross Trades in eligible client portfolios if (1) each trade is consistent with the investment policies of each participating client portfolio as reflected in each clients’ investment guidelines, (2) the selling client portfolio receives only cash, (3) no brokerage commission, fee (except for customary transfer fees or nominal brokerage commissions for effecting the transfer), or other remuneration is paid by the participating client portfolios in connection with the transaction, and (4) a direct transaction between client portfolios should be effected at the independent current market price of the security, which 26  should be (1) the last reported sale price for the security, if available or (2) if the last sale price is not available after due inquiry, the average of the highest current independent bid and lowest current independent offer for the security, (3) the midpoint between the bid and ask price provided by an independent third-party pricing service, or (4) the bid/ask price provided by an independent fix income electronic trading platform. Cross Trades present a potential conflict of interest because we represent the interests of both the buying and selling client portfolio. We have an incentive to treat one client portfolio more favorably than the other particularly in situations when one client pays us a higher fee than the other client. A Cross Trade involves the potential risk that the price of the security purchased or sold in the Cross Trade might not be as favorable as it would have been if the trade was executed in the open market. To address these conflicts of interest, our policies and procedures require that any Cross Trades be affected at the applicable independent current market price of the security, which is determined by reference to independent third-party sources. We monitor all Cross Trades to ensure policy adherence. Directed Brokerage Outside of transactions that result in a prohibited transaction under ERISA, we typically do not agree to arrangements in which our clients limit our discretionary authority to select Counterparties. However, if we agree to directed brokerage instructions from a client, they must be in writing and the requesting client must acknowledge that they understand that such an arrangement can detract from our ability to obtain overall best execution, we will not be able to aggregate the requesting client’s trades with the trades of other clients, and we will generally place the requesting client’s trades after other client trades have been executed. We also request a list of eligible Counterparties and the approximate target percentage or dollar amount for directed transactions. If the portfolio is subject to ERISA, we request documentation from the requesting client that the plan’s participants will exclusively benefit from the product or service obtained through the directed brokerage arrangement. Soft Dollar Relationships We have no formal arrangements for compensating third parties with client brokerage commissions (“Third- Party Soft Dollar Arrangements”). When transacting with a Counterparty, we receive various forms of research. Any research received is used to service client portfolios, consistent with the requirements of Section 28(e) of the Exchange Act of 1934. We do not trade with a Counterparty based on the research they provide and all transactions we enter into are done with a Counterparty that we believe can provide overall best execution. By receiving research from a Counterparty, we have an incentive to transact with the Counterparty based on our interest in the research, rather than achieving overall best execution for the client portfolios. Additionally, to the extent the research we receive is of value, we will avoid expenses that we might otherwise incur. We have policies and procedures that we believe adequately address these potential conflicts of interest. Client Referrals We do not use client brokerage commissions to compensate or otherwise reward Counterparties for referrals. Please refer to Item 14 below for further information regarding client referral arrangements. 27  Error Correction IR+M seeks to exercise due care in making and implementing investment decisions on behalf of its clients. It is IR+M’s policy to seek to correct any guideline or trade error (“Errors”) that may occur as soon after discovery as is reasonably practicable, consistent with the orderly disposition (and/or acquisition) of the securities in question. Errors can occur for a variety of reasons. As a result, the consequences and the required corrective measures that are appropriate may differ depending upon the nature and cause of the error. As a general matter, actual losses in an account as a result of a trade error caused by IR+M will be reimbursed by IR+M; however, IR+M does not compensate its clients for lost investment opportunities (such as its failure to take advantage of investment or market improvements). Any gains in a client account as a result of an Error caused by IR+M will remain in the client account. As a general matter, netting of gains and losses between accounts is not permissible. Our CCO, or the CCO’s delegate, is responsible for reviewing Errors, understanding the exposure (financial, reputational, legal, contractual, or regulatory), determining appropriate corrective measures, and analyzing corresponding gains or losses resulting from the Error. After confirming exposure related to the Error, the CCO or CCO’s delegate should determine the appropriate corrective action:  If the Error is discovered on or before 10:30AM on T+1, IR+M may cancel the violating trade or reallocate the security at the original trade price to another account managed by IR+M provided that (i) such reallocation is appropriate for and in the best interest of the other participating account(s) and is documented in writing, (ii) the reallocation is made in accordance with the Allocation of Investment Opportunities Policy, and (iii) the reallocation is approved in writing by the CCO or CCO’s delegate.  If the Error is discovered after 10:30AM on T+1, IR+M may reallocate the violating security to the IR+M Error Account or IR+M may seek a guideline waiver from the client. If IR+M cannot cancel or reallocate the trade and opts not to seek a client waiver, IR+M must execute a corrective transaction(s) at the direction of the CCO or CCO’s delegate and inform the affected client of the corrective transaction, the resulting gain/loss, and the method used to analyze such gain/loss1. The transaction in which the Error occurred shall be reviewed to evaluate if any changes in any processes are warranted, including refining written procedures, providing additional training to affected parties, and increasing oversight or audit functions. Finally, we will inform affected clients of corrective transactions and ensure clients are satisfied with the actions taken. We have a potential conflict of interest in connection with the identification and resolution of Errors because we potentially bear some or all the financial responsibility to correct an Error. This gives us an incentive to determine that an Error did not occur or, if one has occurred, to resolve it in a manner that minimizes the financial impact on us. We strive to make determinations in good faith, considering all circumstances of which we are aware, including our own interests, standards under applicable law, and those outlined in our client’s investment management agreement. All Error correction determinations for private investment funds will be made by us and Private Fund investors will not be informed that an Error existed or how it was resolved. We 1 To the extent an error occurs in a private investment fund managed by IR+M, IR+M shall provide notice to the private investment fund and not to its investors. 28  seek to manage and mitigate these potential conflicts of interest by following our established policies and procedures. ITEM 13. REVIEW OF ACCOUNTS Members of our investment team regularly review client portfolios and we continuously track compliance with each client portfolio’s investment guidelines on a pre- and post-trade basis using a third-party trade order management system. The trade order management system is rules-based and our investment compliance team codes a client portfolio’s specific investment guidelines into the system to allow for guideline monitoring where possible. Only designated members of the investment compliance team can change coding. IR+M’s portfolio management, trading, operations, client services, and legal, and compliance teams are responsible for the regular review of client accounts under their supervision, as described further below. IR+M’s client services team is responsible for daily cash and transaction management, as well as communicating client instructions to the trading and operations departments and interfacing with client custodians. IR+M investment research analysts are members of IR+M portfolio management teams, and are typically responsible for researching and tracking a variety of companies or issuers, industries and sectors in order to make investment recommendations for IR+M’s investment strategies. IR+M holds various regular investment meetings where research analysts, portfolio managers, and traders discuss potential security purchases or sales in IR+M investment strategies. IR+M’s operations team generally performs daily reconciliations of transactions and cash, and monthly (or more frequent) reconciliations of securities, against records and reports provided by custodial banks where client assets are held. Any identified discrepancies are resolved by the operations team working in conjunction with the custodian. IR+M legal and compliance teams review client accounts on an ongoing basis for adherence to regulatory requirements, internal investment guidelines, and client-mandated or contractual guidelines. Our clients and Private Fund investors receive client portfolio information via monthly client statements. The reporting package contains client portfolio holdings, purchase and sale transactions for the given period, and the performance of the client portfolio versus their respective benchmark, if applicable. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION Employee Referrals We do not receive economic benefits for providing investment advice or other services from anyone who is not a client. We have engaged unrelated third parties for client referrals in continental Europe and the Middle East and North Africa Region in accordance with Rule 206(4)-1 of the Advisers Act. We do not utilize any third parties to assist in our marketing efforts within the United States. Family members of employees and shareholders are currently employed by investment consultants, clients, and/or prospective clients with whom we do business. This creates an incentive for these third parties to recommend our Firm to their clients. In circumstances where our employees and the third parties’ employee share the same household, such as a husband and wife, are shareholders, or when compensation is based on developing and maintaining client relationships, potential conflicts of interest exist. An employee may also serve as trustee and/or board member of clients and/or Private Fund investors. These employees are not compensated for their roles, and we monitor for any actual or potential conflicts of interests as it relates to such roles. Please refer to Item 15 for a description of custody arrangements. 29  We also compensate our employees for business development activity, including for referring, attracting, and retaining client assets. From time to time, we receive indirect compensation from service providers or third- party vendors in the form of entertainment, tickets to sporting events, and gift cards. When received, these occasions are evaluated to ensure they are reasonable in value and customary in nature to ensure their occurrence does not present any conflicts of interest. Relationships with Consultants Most of IR+M’s clients and prospective clients retain investment consultants to advise them on the selection and review of investment managers. IR+M may manage accounts introduced to IR+M through consultants, and these consultants or their affiliates may recommend IR+M’s investment advisory services to their clients, or otherwise place IR+M into searches or other selection processes on behalf of their clients. For consultants that are also broker/dealers and/or registered investment advisers, IR+M may also trade securities through such firms and/or provide investment management services to such firms or their clients. IR+M provides consultants with information on accounts we manage for mutual clients as directed by those clients. IR+M also provides more general information about its investment strategies and processes to consultants that use that information for searches they conduct for their clients. IR+M may also respond to “Requests for Proposals” from prospective clients and/or consultants in connection with those searches. Other interactions that IR+M may have with consultants include, but are not limited to: • • • • IR+M may invite consultants to events hosted by IR+M. IR+M may purchase software applications, access to databases, and other products or services from consultants. IR+M may pay registration or other fees for the opportunity to sponsor and/or participate, in some cases along with other investment managers, in consultant sponsored industry forums or conferences. IR+M may serve as investment adviser for the proprietary accounts of consultants or their affiliates, or as adviser or subadviser for funds or programs offered by consultants or their affiliates. For consultants that are also investment advisers or broker/dealers, IR+M may also have the types of relationships described in Items 4 and 12 above. ITEM 15. CUSTODY IR+M’s clients deposit the assets we manage on their behalf in accounts maintained by a third-party sponsor or other custodian that the client selects. Except in the circumstances described herein, IR+M is not deemed to have custody of client assets, as we do not have possession, or the ability to obtain possession, of our client’s assets. Notwithstanding, IR+M has established internal controls designed to help safeguard client assets. IR+M separates portfolio management, operations, and client service responsibilities. We maintain systems designed to confirm that trades are authorized and meet any applicable investment guideline requirements. IR+M operations team reconciles cash on a daily basis and holdings on a twice monthly basis with the client’s custodian. IR+M also reminds our clients that they should carefully review any statements or reports that they receive from IR+M and compare them to the client reports provided by their custodian. In most cases, IR+M directs the custodian to deduct our fees directly from clients’ custodial account(s). IR+M has a reasonable basis for believing that the clients’ qualified custodian sends quarterly, or more frequent, 30  account statements to each client. IR+M is not a party to the agreements in place between our clients and their custodians. Accordingly, IR+M disclaims and does not agree to any provisions in such custodial agreements that could be deemed to impart custody or any related responsibility or liability on IR+M in any manner. As discussed under Item 14 above, certain of our employees serve as trustee to certain clients. These trustee roles are not considered custody under Rule 206(4)-2, as the employees have a personal relationship with the client that is not viewed as custody under the rule. While each IR+M Private Fund has its own unaffiliated qualified custodian, IR+M will be deemed to have custody of the assets of such Private Fund under the Advisers Act where IR+M serves as general partner or managing member or otherwise has the authority to obtain possession of Private Fund assets. Consequently, each Private Fund will provide audited financial statements to investors annually, within 120 days following the Private Fund’s fiscal year-end. ITEM 16. INVESTMENT DISCRETION Unless otherwise prohibited in an investment management agreement, we generally have discretionary authority to manage client assets. This allows us to select the types and amounts of investments for a client’s portfolio without specific consent. Such investment discretion and any limitations are documented in the investment management agreement or other such documentation. Our policies and procedures ensure we exercise our investment discretion in a manner consistent with all applicable laws and regulations and in accordance with each client’s investment guidelines and restrictions. ITEM 17. VOTING CLIENT SECURITIES Proxy Voting Holders of fixed income securities are not usually requested to vote proxies. As such, proxy voting is not relevant to our client portfolios. The Firm has adopted a Proxy Voting Policy for the unusual circumstance in which the Firm would vote a proxy and in the limited circumstances in which the Firm would agree to vote proxies on a client’s behalf, which is available, free of charge, upon request. Clients can also request information on how we voted for any proxies on behalf of their client portfolio. Since IR+M is focused solely on providing investment management services, it is unlikely that a material conflict of interest will arise in connection with proxy voting. However, it is possible for a conflict of interest to arise during our proxy voting activities. Examples of such conflicts include an issuer who is soliciting proxy votes also has a client relationship with us, when one of our clients is involved in a proxy contest, or when one of our employees has a personal interest in a proxy matter. If such a conflict of interest arises, our CCO, or the CCO’s delegate, will consult legal counsel or members of senior management to determine proxy ballot voting to ensure we vote solely in the best interests of our clients. Class Action/Legal Proceedings Separate Accounts: IR+M is not obligated to take, and typically does not take, any legal action with regard to class action lawsuits relating to securities purchased by IR+M for its clients. IR+M provides instructions to custodians and broker/dealers regarding tender offers and rights offerings for securities in client accounts. 31  IR+M does not provide legal or tax advice to clients and, accordingly, does not determine whether a client should join, opt out of or otherwise submit a claim with respect to any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by its clients. IR+M generally does not have authority to submit claims or elections on behalf of clients in legal proceedings. Should a client, however, wish to retain legal counsel and/or take action regarding any class action or other legal proceeding, IR+M will provide the client or the client’s legal counsel with information that may be needed upon the client’s reasonable request. Private Investment Funds: If we receive notice of a legal proceeding involving securities purchased or sold by a Private Fund we manage; it is our general policy to participate in all legal proceedings in which one or more Private Fund is eligible. However, we can determine not to participate in a legal proceeding for any number of reasons if we determine that the anticipated out-of-pocket costs associated with any potential recovery are likely to exceed the amount of the potential recovery or if the private investment fund intends to pursue its legal rights outside of the established class or other legal proceeding. Our CCO, or the CCO’s delegate, after consultation with the applicable investment and legal personnel, makes the decision on whether to participate in the proceeding. ITEM 18. FINANCIAL INFORMATION We have no financial commitments that impair our ability to meet contractual and fiduciary commitments to our clients and have never been the subject of a bankruptcy proceeding. ITEM 19. OTHER INFORMATION Privacy and Information Sharing In compliance with applicable federal, state, and international regulations, IR+M maintains policies and procedures designed to protect the non-public, financial, personal, or otherwise sensitive information of its clients. Keeping this information confidential and secure is a top priority. The following guidelines are designed to help clients understand how IR+M gathers, uses, and protects this information. IR+M collects and maintains non-public, financial, personal, or otherwise sensitive information to facilitate investment management services provided to its clients. The types and sources of information collected include: • • • Information obtained from agreements, applications, account opening forms, questionnaires, or other documents and correspondence such as name, address, phone number, assets, and income; Information we generate, such as portfolio appraisals; and Information provided to us by authorized parties acting on behalf of our clients such as accountants, attorneys, or investment consultants. IR+M does not sell client information. IR+M does not disclose non-public, financial, personal, or otherwise sensitive information about current, prospective or former clients, except as required in connection with our performance of investment management services provided to its clients and permitted by applicable federal, state, and international laws. The type of information IR+M may share includes: 32     Information to entities necessary to service client accounts, such as providing account and trade information to broker/dealers and custodians; Information generated by IR+M, such as portfolio appraisals, to authorized persons; Information necessary for non-affiliated companies, including third-party service providers such as accounting firms, to perform services for IR+M and its clients; and  Data provided to certain affiliates, who use the information only for internal reporting, record-keeping, and other legitimate business purposes. IR+M maintains firm-wide physical, electronic, and procedural safeguards designed to comply with federal, state, international and other applicable standards to protect its clients’ information from unauthorized disclosure, including the following:  Access to electronic client information is limited by electronic safeguards, such as passwords for access to our networks, data and programs;  Records are kept in IR+M’s office or stored by a records management firm which are secured by physical security and controlled via electronic identification card readers at entry points;  Third parties which work on IR+M’s clients’ behalf are specifically instructed that client information must remain confidential; and  All safeguards apply to non-public personal information of current and former clients. Please see our separate Client Privacy Notice for further information. 33