INSIGHT INVESTMENT

Insight North America LLC Form ADV Part 2A – Disclosure Brochure March 30,2026 Insight Investment - Confidential - Internal  INSIGHT NORTH AMERICA LLC Form ADV Part 2A Disclosure Brochure Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com This Disclosure Brochure provides information about the qualifications and business practices of Insight North America LLC (“INA” or the “Adviser”). If you have any questions about the contents of this Disclosure Brochure, please contact us at 212-527-1800 or by email at inquiries@insightinvestment.com. The information in this Disclosure Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Insight North America LLC is registered with the SEC as an investment adviser. Registration as an investment adviser does not imply any level of skill or training. Additional information about Insight North America LLC and its advisory persons is also available on the SEC’s website at https://adviserinfo.sec.gov/ by searching the Adviser’s firm name or CRD# 145995. 1 INSIGHT INVESTMENT Insight Investment - Confidential - Internal  INSIGHT NORTH AMERICA LLC Table of Contents Item 2: Material Changes 2 Item 4: Advisory Business 3 Item 5: Fees and Compensation 5 Item 6: Performance-Based Fees/Side-By-Side Management 8 Item 7: Types of Clients 10 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 12 Item 9: Disciplinary Information 31 Item 10: Other Financial Industry Activities and Affiliations 32 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading 39 Item 12: Brokerage Practices 43 Item 13: Review of Accounts 47 Item 14: Client Referrals and Other Compensation 48 Item 15: Custody 49 Item 16: Investment Discretion 50 Item 17: Voting Client Securities 51 Item 18: Financial Information 53 i INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com Insight Investment - Confidential - Internal  INSIGHT NORTH AMERICA LLC Item 2: Material Changes The following material changes have been made to this Disclosure Brochure since the last annual filing and distribution to Clients: • INA’s Regulation S-P Privacy Notice was removed from the Disclosure Brochure and placed in a separate document to facilitate required updates and transmission to clients. • INA filed an other than annual amendment in November 2025 in which additional disclosure was provided with respect to dual officer arrangements with a BNY Affiliate, cross trading practices, and order aggregation and trade allocation practices. • The Disclosure Brochure now includes a description for INA’s Emerging Market Debt Strategy. • Item 5 has been expanded to include annual fee ranges and investment minimums for INA’s Municipal and Taxable Fixed Income Separately Managed Account offerings that are made available via wrap fee platforms or otherwise offered to individuals/retail investors. • With respect to separate accounts investing in INA advised or sub-advised investment funds, the Disclosure Brochure now notes that for certain separately managed accounts, INA will utilize no-fee proprietary completion funds to provide portfolio diversification and access to certain securities that are not typically included in separate account strategies. • Disclosure under Item 14 has been enhanced to address certain solicitation-related conflicts of interest that may arise In connection with certain transactions, including business combinations and acquisitions of fund or separately managed account business from other investment advisers. 2 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 4: Advisory Business The Company Insight North America LLC (“INA” or the “Adviser”) was established in 2004 as a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY”). Organized as a Limited Liability Company under the laws of New York, INA registered as an investment adviser with the United States Securities and Exchange Commission (“SEC”) on March 10, 2009. INA is part of the group of affiliated companies that individually and collectively provide investment advisory services under the brand ‘Insight’ or ‘Insight Investment’ (“Insight”). Insight includes, among others, the following affiliated entities: INA, Insight Investment International Limited (“IIIL”), Insight Investment Management Limited (“IIML”), and Insight Investment Management Global Limited (“IIMG”) (each an “Insight Affiliate” and collectively with INA, “Insight Affiliates”). INA is also affiliated with other BNY subsidiaries (“BNY Affiliates”). INA is controlled by David Leduc (Chief Executive Officer), James Parsons (Chief Operating Officer), Michele Saraceni (Head of Finance), Vivek Nayar (General Counsel), Daniel Haff (Chief Compliance Officer), and Brendan Murphy (Head of Fixed Income). As Chief Executive Officer of IIML, Raman Srivastava oversees the management and operations of the Insight Affiliates. Several of the management persons referenced above comprise INA’s United States Management Committee (“USMC”). The USMC convenes regularly to deliberate on topics such as the Adviser’s risk and control parameters, litigation and regulatory matters, operational events, client relationships, and the implementation of policies and procedures. From a corporate governance perspective, the purpose of the USMC is to foster a culture of interdepartmental transparency while also establishing a collaborative framework surrounding INA’s approach to handling new business development. The USMC reports its updates and findings directly to INA’s Board of Directors. INA’s Board of Directors is comprised of the control persons serving in a directorial capacity at the INA entity and includes a representative from BNY. The INA Board typically convenes on a quarterly basis to discuss key management updates, progress vs. operational and business objectives, and a high-level overview of forthcoming changes to the business. In addition to being registered with the SEC as an investment adviser, INA is a member of the National Futures Association (“NFA”) and is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”). Investment Advisory Services INA provides discretionary and non-discretionary investment advisory services to both institutional investors and individuals (the “Client” or “Clients”) in the form of separate accounts and pooled investment vehicles across a wide variety of fixed income, risk management strategies (including currency risk management and liability driven investing), absolute return and multi-asset capabilities (“Investment Advisory Services”). Additional information regarding INA strategies, including the methods of analysis, fees, and certain material risks, is included under Item 8, ‘Methods of Analysis, Investment Strategies and Risk of Loss.’ INA provides tailored Investment Advisory Services to its Clients. Discretionary separate account Clients typically seek to impose investment restrictions and other guidelines on the management of their accounts. However, doing so will limit the Adviser’s ability to act for the account and, therefore, the performance of the account may differ and potentially be lower than the performance of discretionary accounts managed in the same or a similar strategy without the presence of such restrictions. Under certain circumstances, INA will decline to accept certain Client-imposed guidelines or restrictions. Please see Item 16 for additional information about investment guidelines and restrictions. INA also offers direct Investment Advisory Services and indirect sub-Investment Advisory Services to pooled investment vehicles These include collective investment trusts (each a “CIT”) and registered investment companies including open ended mutual funds (each a “Mutual Fund”) and exchange traded funds (each an “ETF”) (collectively, “Funds”). Each Fund has an investment objective and set of investment policies and/or guidelines to which it is subject. Additionally, INA provides indirect sub-Investment Advisory Services to separately managed accounts (“SMA”) offered to retail investors who are clients of various third-party registered investment advisers (“RIAs”) or other intermediaries such as banks, broker-dealers, and family offices. INA contracts with these third parties, either directly or through a managed account program sponsorship, to deliver INA’s investment strategies on an individualized basis to the intermediary’s respective retail investor clients. 3 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Assets Under Management As of December 31, 2025, INA managed approximately $171,094,347,633 in regulatory assets under management (“AUM”), $162,568,747,251 of which are managed on a discretionary basis and $8,525,600,382 on a non-discretionary basis. In certain contexts, INA’s AUM is aggregated with the AUM of its Insight and BNY Affiliates in advertisements, marketing, and other promotional materials (“Marketing Materials”). The AUM used in the Marketing Materials is therefore calculated differently than the regulatory AUM noted herein. 4 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 5: Fees and Compensation The specific manner in which fees are charged by INA is established in a written Investment Management Agreement (“Advisory Agreement” or “IMA”) with each Client. Advisory fees for Client accounts are generally based on the average or ending market value of the AUM on either a monthly or quarterly basis. The AUM includes the value of securities, cash, and cash equivalents that INA manages on a regular and continuous basis. INA values the securities in Client accounts based upon prices obtained from an administrator, who in turn obtains such pricing from external, independent sources. Investment advisory fees are primarily billed in arrears, and INA generally does not accept prepayment of advisory fees with the exception of certain separately managed account strategies. Please see below for additional information. In any case, INA will not retain fees in excess of $1,200 more than 6 months in advance of services rendered. INA reserves the right to negotiate minimum account and investment sizes, which will be dependent upon various factors, including, but not limited to, the scope of the advisory services provided, economies of scale, a Client’s total AUM across all strategies and accounts managed by Insight, the expectation of future assets and any historic relationship with Insight. INA reserves the right to negotiate different fees with Clients with the same or substantially the same strategies, which may be lower than those reflected herein. Certain Clients may negotiate lower fees or be entitled to different terms and conditions than those of other Clients. A minimum fee may also apply regardless of account size. INA also offers separate accounts that are subject to incentive fees or performance fees, which are generally based on a share of capital gains on or capital appreciation of the assets of the Client. These performance fees are generally subject to a high-water mark. Some performance fee arrangements are also subject to a hurdle rate. Any such performance fees will comply with the applicable requirements of the Investment Advisers Act of 1940, as amended (“Advisers Act”) and specifically Section 205-3 thereof (otherwise referred to as the “Performance Fee Rule”). Strategy Annual Fees Range Investment Minimum Fixed Income Strategies US Core Fixed Income Between 0.10% and 0.20% $100 million US Core-Plus Fixed Income Between 0.15% and 0.25% $100 million US Investment Grade Credit Between 0.10% and 0.20% $100 million Global Core Plus Fixed Income Between 0.10% and 0.22% $100 million U.S. Municipal Bond Between 0.15% and 0.40% Varies Emerging Market Debt Between 0.30% and 0.50% $100 million Stable Value Between 0.05% and 0.15% $100 million Systematic Fixed Income Between 0.15% and 0.30% $100 million Secured Finance Asset Backed Securities Between 0.45% and 0.50% $100 million Custom Solutions Insurance Core Between 0.10% and 0.25% $100 million Cash-Driven Investing Between 0.10% and 0.15% $100 million Liability- Driven Investing/ Between 0.05% and 0.08% $100 million SMA/Wrap Program Municipal SMA Between 0.15% and 0.30% $250,000 Taxable SMA Between 0.15% and 0.35% $100,000 Personal Bond SMA Between 0.20% and 0.30% $100,000 5 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Separate Accounts Investing in INA Investment Funds If INA invests on a discretionary basis a portion of a Client’s account assets in Mutual Funds, Exchange Traded Funds, Collective Investment Funds, or other pooled funds sub-advised by INA, the Client’s account generally could, to the extent permitted by law, be charged an investment management fee by INA on the portion of their account invested in such Fund(s). In addition, accounts that hold such Fund(s) will also incur the costs related to being a shareholder or investor in such Funds, including management fees, administrative fees, and other similar fees as described in the prospectus and/or offering memorandum. INA maintains policies and procedures designed to ensure that clients are billed appropriately and may potentially rebate the pooled fund fee, exclude positions in pooled funds from the separate account billing calculation, or otherwise ensure that clients are not charged in excess of what is stipulated in their respective Advisory Agreements. The annual total net expense ratio for a particular Fund may be higher or lower than the management fee INA charges for that Client’s separate account. For certain separately managed accounts, INA will utilize proprietary completion funds, which are no-fee mutual funds that are designed and managed exclusively to be a component of an SMA portfolio. They are registered with the SEC under the Investment Company Act of 1940 like other Mutual Funds but are only available to the manager of the SMA portfolio. INA’s completion funds are not available to be purchased or sold by any other investor. These funds are intended to provide portfolio diversification and access to certain securities that are not typically included in SMA strategies, at no additional cost to the investor. Separate Accounts and Billing in Advance For certain separate account Clients, INA will be compensated for its services in advance of the quarter in which Investment Advisory Services are rendered. The sub-advisory fees for such investment management services will be charged quarterly, in advance, based on the market value of the cash and securities comprising the portfolio assets as of the last business day of the previous quarter. The first payment is due upon execution of the Advisory Agreement and will be assessed pro rata if the Advisory Agreement is executed at any time other than on the first day of the calendar quarter. In the event that funds are withdrawn from the portfolio at any time other than on the last day of the calendar quarter, the Client will be refunded a prorated portion of the fee based upon the number of days remaining in such quarter. In the event a Client terminates the advisory relationship in between billing cycles, the Adviser will refund advisory fees paid in advance from the effective date of termination to the end of the quarter and in accordance with the terms of the IMA. Mutual Fund and ETF Fees INA provides discretionary investment management services to Mutual Funds and Exchange Traded Funds. The Mutual Fund or Exchange Traded Fund prospectus will include information about the fees and expenses paid by investors in the Funds, as well as the management fees received by INA for Investment Advisory Services provided to each Fund. Where INA has been appointed as a sub-adviser to a Mutual Fund or ETF, INA receives compensation for Investment Advisory Services from the Mutual Fund or ETF’s adviser. This compensation is agreed to with the adviser to the Mutual Fund or ETF. Please see Item 10 for additional information regarding affiliated Mutual Funds and ETFs that appoint INA as the sub-adviser. CIT Fees INA provides discretionary sub-Investment Advisory Services to certain CITs, for which BNY Affiliates act as trustee. The applicable fees and expenses charged to participants in such CITs are set forth in their Schedule A offering materials. Management fees are generally based on a per annum percentage of underlying net asset value, and performance fees are generally not charged. There may be certain instances in which fee amounts are waived or deferred and, accordingly, instances in which some participants or groups of participants pay fees different from the standard fee schedules disclosed in the Schedule As. Additional Fees and Expenses In addition to investment advisory fees, Clients will incur fees and expenses charged by, and paid directly to, third parties including broker-dealers and/or custodian banks, whether securities are being purchased, sold or held in Client accounts, including, but not limited to, custody, brokerage and other transaction costs, and administrative and other expenses. 6 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Custodial fees are negotiated between the Client and the respective custodian. INA does not recommend custodians to its Clients, nor is INA involved in the negotiation of custodian relationships. Examples of other additional costs and expenses include, but are not limited to, mark-ups, mark-downs, spreads and other amounts included in the price of a security, odd-lot differentials, exchange fees, SEC fees, advisory and administrative fees charged by Mutual Funds and ETFs, transfer taxes, execution fees assessed by electronic trading platforms and venues, wire transfer and electronic fund processing fees. Please see Item 12 for a discussion of INA’s brokerage practices. 7 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 6: Performance-Based Fees/Side-By-Side Management Advisers are subject to certain fiduciary standards under federal securities law and owe Clients affirmative duties of care and loyalty to act in their best interests and to make full and fair disclosure of material facts, particularly where an adviser’s interests potentially may conflict with those of Clients. In this section, INA describes its performance-based fee arrangements and its side-by-side management activities and the inherent conflicts associated with such arrangements. INA manages some accounts with arrangements that provide for a management fee, which is based on the market value of the portfolio at specified month/quarter ends, plus a performance fee based on the portfolio’s return in excess of a specified benchmark during a designated period of time. For more detailed information on how performance fees are calculated, please see the relevant offering documents and fee schedule in the IMA. ‘Side-by-side management’ refers to INA’s simultaneous management of multiple types of Client accounts or investment products with both performance and non-performance-based fee structures within the same or similar investment strategies. Side-by-side management gives rise to a variety of potential and actual conflicts of interest for INA, its employees and supervised persons. Insight Affiliates likewise manage a variety of separate accounts and Funds. INA has implemented policies and procedures that are reasonably designed to treat INA Clients fairly over time and seek to prevent any Client or group of Clients from being systematically advantaged or disadvantaged. For example, INA maintains trading policies and procedures that are designed and implemented to help ensure Clients are treated fairly and equitably over time, and to prevent different fee arrangements from influencing the allocation of investment opportunities among Clients or the trading INA undertakes on their behalf. INA monitors these conflicts and other potential conflicts. To mitigate such conflicts of interest or potential conflicts of interest, INA has established policies and procedures, including, among others, a Conflicts of Interest Policy, Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12 Brokerage Practices. INA is responsible for implementing these policies and procedures, which are reasonably designed to monitor, detect and prevent such conflicts of interest. Conflicts of Interest Relating to Performance-Based Fees When Engaging in Side-by-Side Management INA manages accounts that are charged a performance-based fee and other accounts that are charged a different type of fee, such as a flat asset-based fee. This presents a conflict of interest because INA has a financial incentive to favor accounts with performance-based fees since INA (and its employees and supervised persons) has an opportunity to earn greater fees on such accounts as compared to Client accounts without performance-based fees. Thus, INA has an incentive to direct more favorable investment opportunities to Client accounts that pay performance-based fees, and to allocate, aggregate or sequence trades in favor of such accounts. To mitigate such conflicts of interest or potential conflicts of interest, INA has established policies and procedures, including, among others, a Conflicts of Interest Policy, Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12 Brokerage Practices. Conflicts of Interest Relating to Accounts with Different Strategies INA and its Insight Affiliates manage numerous accounts with a variety of strategies, which presents conflicts of interest relating to the allocation of investment opportunities and the aggregation of orders and allocation of trades. For example, a long/short position in two Client accounts simultaneously can result in a loss to one Client based on a decision to take a gain in the other. Taking concurrent conflicting positions in certain derivative instruments can likewise cause a loss to one Client and a gain to another. INA also faces conflicts of interest to the extent INA has significant positions in illiquid securities in side-by-side accounts. To mitigate such conflicts of interest or potential conflicts of interest, INA has established and implemented policies and procedures, including, among others, a Conflicts of Interest Policy, Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12 Brokerage Practices. Conflicts of Interest Relating to Managing Accounts in the Same Strategy INA acts as a sub-adviser to certain third-party RIAs through separately managing accounts offered to their retail investor clients. These accounts pursue a strategy with the stated objective of decumulating the underlying investor’s total assets under management through a series of predefined cash outflows that are designed to meet the expected and individualized 8 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC financial obligations of the retail investors over time. As such, the longer a particular retail investor is placed in the strategy, over time the lower the total billable value of the assets in the account will be. INA therefore has an incentive to favor newer account mandates in the strategy with higher billable balances over older account mandates with declining or lower billable balances due to the achievement of their slated decumulation. To mitigate such conflicts of interest or potential conflicts of interest, INA has established and implemented policies and procedures, including, among others, a Conflicts of Interest Policy, Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12 Brokerage Practices. Conflicts of Interest Relating to the Management of Multiple Client Accounts INA and its Insight Affiliates manage numerous accounts with a variety of interests. This necessarily creates conflicts of interest for INA. For example, INA or an affiliate may cause multiple accounts to invest in the same investment. Such accounts may have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts also arise in cases where multiple INA Client accounts are invested in different parts of an issuer’s capital structure. For example, one of INA’s Client accounts could acquire debt obligations of a company while an affiliate’s Client account acquires an equity investment. In negotiating the terms and conditions of any such investments, INA may find that the interests of the debt-holding Client accounts and the equity holding affiliate Client accounts conflict. If that issuer encounters financial problems, decisions over the terms of the workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt holding accounts may be better served by a liquidation of an issuer in which it could be paid in full, while equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities may be able to act to direct cash flows away from junior security holders, and both the junior and senior security holders may be INA Client accounts. INA evaluates and seeks to address the foregoing conflicts of interest on a case-by-case basis, considering the interests of the relevant parties and applicable laws. To mitigate such conflicts of interest or potential conflicts of interest, INA has established and implemented policies and procedures, including, among others, a Conflicts of Interest Policy, Code of Ethics (the ‘Code’) and an Order Execution Policy, further described herein in Item 12 Brokerage Practices. 9 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 7: Types of Clients INA provides Investment Advisory Services to institutional investors and individuals, including but not limited to: US and non-US corporations, corporate pension plans, Taft-Hartley plans, public pension plans, charitable institutions and foundations, government entities and municipalities, insurance and reinsurance companies other investment advisers (including wrap fee providers), other US and non-US institutions, and trust and natural person accounts. INA also acts as adviser and/or sub-adviser to registered and unregistered Funds, BNY Affiliates, and Clients in sub-advised programs. Institutional Separate Account Requirements Clients must execute an IMA granting the Adviser authority to manage their assets or exposures. INA generally imposes a minimum account size of $100 million for most institutional separate account strategies. INA reserves the right to waive the minimum relationship size requirements and negotiate fee rates in the Adviser’s sole discretion, in light of the nature of the Client, prospective incremental funding rates, and/or a pre-existing relationship between the Client and the Adviser. Accounts may also be subject to a minimum fee. Mutual Funds, ETFs, and CITS Investors in Mutual Funds, ETFs or CITs that are sub-advised by INA will be subject to different minimum investments and other requirements dependent upon the particular vehicle in which they are invested. Investors should consult the relevant offering documents for each Mutual Fund, ETF, or CIT for a full discussion of the requirements of that vehicle. Clients in Sub-Advised and Wrap Fee Programs A Client in a sub-advised program (“Program”) typically receives investment management of account assets through one or more investment advisers (including INA) available via the Program for a consolidated advisory fee charged by the Program sponsor (“Sponsor”) based on the value of the Client’s account assets. INA serves as a discretionary sub-adviser in certain Programs and typically receives a portion of the fee for its services from the Sponsor. The Sponsor assists the Client in defining the Client’s investment objectives based on information provided by the Client, aids in the selection of one or more investment managers (including INA) to manage the Client’s account and periodically contacts the Client to ascertain whether there have been any changes in the Client’s financial circumstances or objectives that warrant a change in the arrangement or the manner in which the Client’s assets are managed. Additionally, INA serves as a wrap fee Program manager to the BNY Managed Account Program (“BMAP”), which is sponsored by affiliated investment adviser, BNY Mellon Investment Adviser, Inc (the Wrap Fee Program Sponsor). A wrap fee Program is a type of sub-advised Program in which the underlying Program clients are presented with a selection of the Sponsor’s available investment strategies (pertaining to various prospective investment managers) to opt into, rather than the Sponsor driving the selection of the third-party manager. The Sponsor then charges one single all-inclusive fee (regardless of the volume of trading during the quarter) that covers a range of services including brokerage and other transaction costs, administrative and other expenses, and custody. Clients participating in INA’s sub-advised Programs or the BMAP will receive a Disclosure Brochure from the Sponsor describing the Program prior to their selection of INA as adviser or sub-adviser, which includes a description of the services provided by the Sponsor and the applicable fee schedule. The fees and features of each Program vary and, therefore, Clients considering an engagement should consult the Sponsor’s brochure for the fees and features applicable to their account. INA does not act as a Sponsor to any Programs. However, Sponsors may obtain brokerage, clearing, custody and other Program services from INA Affiliates. INA will enter directly into agreements with Sponsors (which grants INA discretionary responsibility for determining which securities are to be purchased or sold within the selected Insight investment strategy). INA’s relationships with Sponsors create certain conflicts of interest for the Sponsors and for INA. INA provides Investment Advisory Services to certain affiliated Sponsors. If the Sponsor is affiliated with INA, the Sponsor may have an incentive to favor INA in selecting a third-party adviser based on the affiliation rather than based on INA’s expertise or performance or the Client’s needs. Likewise, INA may have an incentive to execute brokerage transactions through the Sponsor (whether affiliated or unaffiliated), who in turn may recommend INA to Program participants. In evaluating a Program, Clients should consider a number of factors. A Client may be able to obtain some or all of the services available through a particular program on an “unbundled” basis through the Sponsor or through other firms and, depending on the circumstances, the 10 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC aggregate of any separately paid fees may be higher or lower than the consolidated fee charged in the Program. Payment of an asset-based fee may or may not produce accounting, bookkeeping or income tax results that differ from those resulting from the separate payment of (i) securities commissions and other execution costs on a trade-by-trade basis and (ii) advisory fees. Any securities or other assets used to establish an account Program may be sold, and the Client will be responsible for payment of any taxes due. INA recommends that each Client consult with his or her tax adviser or accountant regarding the tax treatment of Program fees. BNY Affiliates INA acts as a discretionary sub-adviser to a BNY Affiliate with respect to certain BNY Wealth Management clients. Requirements to Establish and Maintain an Account with INA As a subsidiary of BNY, INA has adopted policies and procedures designed to identify, investigate, and report potential fraud, money laundering and other illegal, suspicious or unusual activity. These policies and procedures implement minimum standards for identifying, accepting, documenting, approving, and monitoring Clients. To establish a relationship with a separate account Client, INA generally requires certain identifying information and documentation from the Client or Sponsor Firm that will allow INA to identify and verify the Client, which includes information regarding the Client’s beneficial owners and control persons. Such information will be required at account inception, during periodic reviews of such data and ongoing as changes occur to a Client’s circumstances and structure, including changes in beneficial owners and control persons. Each Fund investor will be required to provide information as required by the transfer agent and/or Fund administrator to each specific Fund. Failure to provide required identifying information may result in INA being unable to accept a Client account or may preclude INA from maintaining an existing Client account. 11 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss INA offers a variety of investment strategies to Clients through both separate accounts and Funds. Below is a description of INA’s principal investment strategies and key associated risks. Clients should be aware that INA provides Investment Advisory Services to various Clients. INA may give advice and take action in the performance of its duties with respect to its Clients that may differ from the advice given, or the timing or nature of action taken, with respect to another INA or Insight Affiliate Client. INA has no obligation to purchase or sell for a Client any security or other property that INA or another Insight Affiliate purchases or sells for its own account or for the account of any other Client, if it is undesirable or impractical to take such action. Methods of Analysis Investment Philosophy and Process INA’s general fixed income investment philosophy aims to deliver consistent performance by virtue of two key investment principles: precision and diversification. • Precision: in assessing investment opportunities, INA seeks to include only those elements of market risk that it considers attractive and aims to eliminate unintended risks of which it is aware. • Diversification: INA seeks to add value through active risk management and return across a broad range of investment opportunities using proprietary management techniques. INA believes that understanding and managing the allocation of risk within a portfolio is a key factor in achieving the goal of consistent performance. INA uses the concept of units of risk. This allows INA to apply uniform amounts of risk in the portfolio via different investment decisions with the size of positions being appropriate to each Client’s risk appetite as specified in the investment guidelines. INA’s ‘units of risk’ approach is an asset allocation approach that enables its Portfolio Managers to express its active fixed income and currency views within a consistent framework. The Portfolio Manager’s role is to apply the units of risk allocation, together with individual security views in the context of the investment restrictions, return objective and underlying approach of the particular strategy. For strategies with limited or single sources of risk/return, the units of risk will be less relevant; however, all portfolios will reflect INA’s overarching investment views. There are five broad investment areas that INA identifies as the main sources of risk and potentially of added value within fixed income: market allocation, duration and yield curve, credit and sector strategy, security selection and currency selection. INA believes that all such aforementioned factors are equally important and can have an equally significant impact on portfolio performance. However, emphasis on each of the areas (described below) may vary in the context of a specific strategy and according to INA’s views towards prevailing market conditions. 1 Market Allocation INA’s assessments are based on macro-economic fundamentals. For sovereign analysis, INA leverages the expertise of Insight’s global rates and macro research and its strategy teams. Macroeconomic analysis is undertaken by Portfolio Managers within Insight’s government bond teams as part of their portfolio management duties and augmented by bespoke economic research. 2 Duration and Yield Curve When managing portfolio duration, Insight establishes a view on the direction of bond yields and interest rates. To achieve a level of consistency across markets in this area, Insight focuses on three key factors: strategic forecast for bond yields over the next twelve months, tactical view of markets over the short and near term, and the output of its momentum model. 12 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC 3 Credit and Sector Strategy • Value assessment to construct a fair value spread based on forecast five-year losses and fair-value risk premia; • Develop a strategic forecast for the market over the next twelve months; and • Develop a tactical view of markets over a much shorter period, typically up to three months. INA’s sector allocation within credit: INA’s sector allocation recommendations are based on the collective views of the analysis team on fundamentals, technical score and valuations for each of its predefined sectors. These views are then each assigned a rating of under/over/neutral weight. 4 Security Selection The selection of individual securities is based on an evaluation of proprietary measures of yield and price movements for securities relative to others of similar maturity. Within government bonds, INA assesses potential global opportunities within different countries’ government bond markets. Within municipal bonds, INA evaluates opportunities within different states, local governments, and other taxing and/or revenue authorities that generally provide a public service. Part of the analysis includes an assessment of the economic, political, and demographic risks of various political subdivisions that could give rise to deterioration in credit quality. Within corporate bonds, each analyst is assigned a sector and within that a list of issuers based on INA’s pre-defined coverage universe. The analysts assess a narrowed list of investable credits for credit fundamentals and other risks that could give rise to a sharp deterioration in credit quality and assign an independent internal credit rating to each issuer. As part of this process, the analysts identify, score and document specific factors that could negatively impact a company’s credit profile in INA’s ‘landmine checklist’. Additionally, and after undertaking relative value analysis with a defined sector universe, for a subset of liquid tradable names, the analyst will assign a performance rating ranging from 1 to 4. Within emerging market debt, analysts filter the investible emerging market countries, with the aim of identifying country/company risks and investment opportunities. As INA’s top-down views and bottom-up credit assessments are formulated, INA expresses these views, (its ‘best ideas’) through asset allocations on an active and dynamic basis. The team considers further detailed analysis focusing on both quantitative and qualitative factors that help to identify country risks and investment opportunities including: • Quantitative factors include the balance of payment positions, relative currency strength, growth prospects, market technicals, political cycles and structural reforms. • Qualitative views are formulated as INA plans different scenario models. In its scenarios, INA considers a broad range of factors including local and international behavior to policy decisions and changing market conditions, liquidity, credit quality and the potential changes to investor behavior. Having considered the factors, views are then translated into the construction of portfolios. INA’s investment teams have developed a framework allowing them to compare valuations across countries, market sectors and investment instruments, enabling them to target what are viewed as the most attractive risk/return investment opportunities. As trades are selected, they are assessed for their specific volatility characteristics so that position concentration is appropriate for the portfolio. A risk/reward assessment is completed prior to investment execution, on a position basis and on a portfolio level. 5 Currency Selection Where Client investment guidelines permit, the Currency Team takes positions across the full range of G10 and emerging currencies, which provides scope for building diversified currency exposures. Investment Strategies INA offers management of a wide range of fixed income strategies across the full range of bond markets including corporate, government and inflation-linked bonds globally, emerging market debt, currency strategies and a broad range of derivatives including interest rate swaps, inflation swaps, credit default swaps, currency swaps, futures, options and foreign exchange contracts. 13 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Fixed Income Strategies Fixed income strategies generally are available through Funds or on a separate account basis. Described below are the principal investment strategies INA offers and pursues in formulating investment advice and managing assets for fixed income strategies on behalf of Clients. US Core Fixed Income Strategy The US Core Fixed Income strategy seeks to maximize risk-adjusted total return, combining income and capital appreciation against a benchmark index. The strategy invests its assets in a diversified portfolio of predominantly investment grade fixed income securities. The strategy purchases securities based on their yield or potential capital appreciation, or both. The strategy uses top-down economic and market forecasting (such as interest rate trends and yield curve shifts) with elements of bottom-up sector allocation and security selection to construct a portfolio of fixed income securities with varying maturities but typically with an average duration within a +/- 20% range of the benchmark duration. Results from sector specialist research, model inputs and relative value assessments determine appropriate sector allocations. The strategy then focuses on security selection, analyzing credit risk based on, among other things, management depth and experience, competitive advantage, market position and overall financial strength. US Core Plus Fixed Income Strategy The US Core Plus Fixed Income (Core Plus) strategy seeks to maximize risk-adjusted total return from a combination of income and capital appreciation against a benchmark index. The strategy invests in a diversified portfolio of fixed income securities. Active management of interest rate positioning, sector allocations and security selection are the key drivers of total return. Interest rate exposure is managed within a +/- 20% range of benchmark duration. The strategy can invest up to 25% in below investment grade securities and also utilize non-benchmark securities including collateralized loan obligations, TIPs and non-dollar securities. The investment universe is broadly comprised of the fixed income sectors government bonds, corporate bonds, high yield bonds, global bonds, emerging market bonds, municipal bonds, and asset- backed and mortgage-backed bonds. The strategy seeks to generate alpha over a full economic cycle through varying sector allocations, security selection, duration/curve positioning and risk positioning. Through a full cycle, the strategy seeks to achieve superior risk-adjusted returns (Sharpe ratio, Information ratio) versus the benchmark index and versus peers. US Investment Grade Credit The US Investment Grade Credit strategy seeks to manage credit and duration risk through a diversified portfolio of primarily investment grade fixed income securities, but may also invest in out-of-benchmark sectors. The investment universe is broadly comprised of the US fixed income sectors and includes government bonds and corporate bonds, and may include high yield bonds, global bonds, emerging market bonds, municipal bonds, and asset-backed and mortgage- backed bonds. The strategy seeks to take advantage of pricing and spread inefficiencies in fixed income assets, as well as to enhance returns with modest opportunistic use of non-benchmark assets. The strategy focuses on active portfolio management with an emphasis on sector allocation and security selection. Portfolios’ performance attribution is expected to be driven almost entirely from sector and security selection, while varying overall credit beta. Interest rate exposure is generally managed within a +/- 10% range of benchmark duration. Global Core Plus Strategy The Global Core Plus strategy is a total return strategy focused on rotation among, and security selection within, government, high yield and investment grade credit, emerging market, mortgage-related, and securitized bonds. The strategy employs various fixed income derivatives for the purpose of hedging non-U.S. currency exposures as deemed appropriate. No borrowing or financial leverage is employed in the management of portfolio assets within the Global Core Plus investment universe. U.S. Municipal Bond Fixed Income Strategies INA’s Municipal Bond strategies focus on adding value by identifying undervalued sectors and securities through fundamental and quantitative analysis. INA seeks to identify and evaluate relative value opportunities leveraging its research capabilities and experience. INA’s trading experience allows for strategies to be implemented in a way INA believes can provide better outcomes than relying on interest rate forecasting to generate excess return. INA emphasizes what it believes are attractive segments of the yield curve where incremental yield may be maximized when implementing relative value decisions. INA seeks to emphasize sound quality sectors and securities of the municipal market that it believes add value, subject to the constraints of the Client’s respective investment guidelines. INA seeks to 14 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC de-emphasize exposures deemed to have weak fundamental outlook, offer minimal relative value and/or impart excessive volatility to portfolio returns. INA offers municipal bond strategies that pursue a laddered approach to investing in investment grade municipal bonds across the intermediate part of the municipal yield curve. The laddered approach seeks to diversify exposure across maturity rungs in securities that will mature or are likely to be called or tendered. As bonds begin to mature, get called, or are sold off from shorter rungs, INA seeks to reinvest the proceeds at the top of the ladder in securities that are higher yielding. The structured exposure across the curve seeks to provide a foundation for an active credit selection process, focused on isolating undervalued securities and sectors. Emerging Market Debt Strategies Emerging Markets (EM) Debt strategies (Including hard and local currency strategies) seek to generate attractive risk-adjusted total returns by investing primarily in sovereign and corporate debt of issuers in emerging market countries. The strategy is actively managed, combining top-down macro analysis with bottom-up security selection to capture EM spread volatility, take advantage of market inefficiencies, and harvest EM risk premium. Portfolio positioning is guided by quantitative tools and by a disciplined asset allocation framework that integrates three key pillars—valuation, macro fundamentals and tactical factors. Sovereign research focuses on forward-looking assessments of country fundamentals while corporate research leverages the experience of industry specialists looking at corporate fundamentals. Stable Value Strategy INA’s Stable Value strategy and the associated investment process are marked by four key characteristics: a risk-averse style, a disciplined, quantitative approach, a flexible model, and opportunistic management. Recognizing that INA’s Stable Value Clients generally desire principal preservation and delivery of stable returns over time, INA focuses primarily on managing its Stable Value portfolios to help achieve those objectives. INA believes that total return, while important, is secondary to providing its Clients with a suitable approach for their long-term needs. The Stable Value strategy seeks to achieve preservation of principal and high current income through all interest rate environments, maintenance of daily book value liquidity for plan participants, and performance, over time, that compares to intermediate bond fund returns while exceeding money market fund returns. To accomplish this, INA’s Stable Value portfolios seek to invest in high-quality debt instruments, such as asset-backed securities, mortgage-backed securities, commercial mortgage-backed securities and corporate bonds. INA’s approach features a risk management focused investment style, a disciplined team structure to draw “best ideas” into the decision-making process, tailored investment guidelines based on Client objectives, and use of broad-based index funds to facilitate diversified sector exposures. INA seeks to manage risk by constraining issuer exposure to help minimize issuer credit risk and increase diversification, managing duration at the product and portfolio levels to help limit overall convexity risk, and employing laddered liquidity and portfolio maturity structures to help minimize liquidity risk. Systematic Fixed Income Strategies Systematic Fixed Income strategies are primarily focused on emerging market debt as well as corporate credit fixed income markets. Portfolio Managers use a proprietary credit model to inform their sampling process and control risk in the portfolio. The credit model provides a systematic framework for evaluating exposure to issuers by seeking to identify potential bonds that are more likely to underperform or potentially be downgraded. Further, the strategy follows a flexible investment approach that seeks to overcome the challenges associated with fixed income investing, such as transaction costs and liquidity, by utilizing low-cost bond sourcing techniques to overcome high-cost barriers. Secured Finance Asset-Backed Securities (ABS) Strategy The Secured Finance Asset-Backed Securities (ABS) strategy invests in structured asset-backed securities, collateralized loan obligations (CLOs), and may invest in commercial real estate (CRE) loans and other syndicated bank loans. The strategy seeks to generate excess returns while preserving credit quality and remaining relatively liquid and unlevered. Secured finance markets generally are complex, less efficient, and may exhibit mispricing. As such, a premium may be available from structured credit given the complexity or potential illiquidity of underlying assets rather than credit risks. The Secured Finance Asset-Backed Securities (ABS) strategy seeks to maximize yield from a diversified portfolio of high- quality structured credit investments. INA relies on an asset allocation model to help identify relative value across markets, countries, sectors, and credit risk. The output of this process is a qualitative and quantitative framework comparing value across security and lending markets. The Portfolio Managers have discretion to construct portfolios using this framework as a guide, subject to key philosophical tenets and fund-level constraints. The philosophical principles informing portfolio construction include seeking to avoid layering credit and illiquidity risks and seeking to ensure an adequate illiquidity 15 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC premium is received for making a less liquid investment. The Portfolio Managers also focus on negotiating transaction structures and security packages for less liquid investments. Custom Solutions The following strategies are available through separately managed accounts and may also be incorporated as a partial allocation within INA’s fixed income strategies. Described below are the principal investment strategies INA uses in formulating investment advice and managing assets for custom strategies. Insurance Core Strategy The Insurance Core strategy offers a tailored program design centered on optimizing investment objectives for insurance company general account assets and other balance sheet assets of financial institutions. To enhance the delivery of both investment and service quality to insurers, INA’s dedicated insurance specialists leverage a global network consisting of hundreds of investment professionals including portfolio managers, solution designers, and actuaries. The team draws from a broad range of investment strategies to build a customized investment program for each Client focused on achieving Client objectives within a framework of regulatory, accounting, tax, and other considerations unique to insurance companies and financial institutions. Liability-Driven Investment (LDI) and Cash-Driven Investment (CDI) Strategies INA’s LDI and CDI solutions seek to address relevant investment risks associated with managing a pension plan’s or other institutional investor’s solvency, including, for example, interest rate, credit spreads, liquidity and, where appropriate, inflation risk. The primary objective for Insight’s LDI mandates is to build and manage a portfolio of assets that helps to offset changes in liabilities due to market risk factors. CDI strategies require a combination of liability risk management and fixed income capabilities and are designed to enable pension plans to meet their projected liability cash flows. Solutions typically aim to contribute to a reduction of risk or facilitate efficient portfolio management. LDI and CDI solutions are Client-specific and typically use a combination of cash, fixed income assets and derivative instruments. Insight’s LDI solutions can incorporate custom benchmarks, whether fixed income or liability cashflow-focused. Insight tailors LDI solutions to the Client’s individual requirements based on liability modeling and quantitative analysis. Mandates are managed by a dedicated team of LDI/CDI Portfolio Managers. Personal Bond Separately Managed Account Solution The Personal Bond Separately Managed Account (PB SMA) is a decumulation solution that seeks to meet retirement investors' specific cashflow needs with a high degree of certainty. Participating financial advisors begin by helping their investor clients identify their cashflow needs (frequency and amount) over a defined period. Insight will then construct an SMA consisting of a diversified portfolio of corporate and treasury bonds designed to meet the investor’s stated cashflow needs. Insight seeks to invest the portfolio such that the cashflows from the coupons and principal payments of the underlying fixed income holdings will closely match the cashflow needs of the investor, while also seeking to maximize the yield of the portfolio. Over time, in its discretion, Insight will periodically adjust and rebalance investor portfolios to both enhance potential yield and manage risk, while maintaining the cash flow characteristics of the bonds. In addition, financial advisors and investors can request adjustments to desired cash flows, up or down, for their investor clients, which generally will result in either additional contributions or one-time withdrawals from the portfolio. Risk Analysis Each investment strategy that INA offers invests in a variety of securities and other instruments and employs several investment techniques that involve certain risks. Investments involve risk of loss that Clients (and investors in INA Funds) should be prepared to bear. INA does not guarantee or represent that its investment programs will be successful. INA’s past results are not necessarily indicative of its future performance and its investment results may vary over time. INA cannot guarantee that its investment decisions will be profitable, and, in fact, they could incur substantial losses. Client investments with INA are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The following is a summary of the material risks for INA, its investment strategies, security types, and investment techniques. The information contained in this Disclosure Brochure cannot, and is not intended to, describe every potential risk associated with INA’s investment strategies. Rather, it is a general description of the nature and risks of the strategies 16 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC and securities to which Clients may be exposed. Investors in Funds should review the prospectuses, offering memorandums and statements of additional information or the Sub-Advisers’ and/or Fund disclosure documents for additional information about risks associated with those products. Investment Risks Asset-Backed and Mortgage-Backed Securities Risks Traditional debt securities typically pay a fixed rate of interest until maturity, when the entire principal amount is due. By contrast, payments on mortgage-backed securities (“MBS”) typically include both interest and partial payment of principal. Principal may also be prepaid voluntarily, or as a result of refinancing or foreclosure. Strategies utilizing MBS may have to invest the proceeds from prepaid investments under less attractive terms and yields. Compared to other debt, MBS are less likely to increase in value during periods of declining interest rates and have a higher risk of decline in value during periods of rising interest rates. They can increase the volatility of the strategy. Some MBS receive only portions of payments of either interest or principal of the underlying mortgages. The yields and values of these investments are extremely sensitive to changes in interest rates and in the rate of principal payments on the underlying mortgages. The market for these investments may be volatile and limited, which may make it difficult to buy or sell them. Asset-backed securities (“ABS”) are structured like MBS, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales, installment loan contracts, or leases of various types of real estate and personal property and receivables from credit card agreements. Because ABS generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, ABS present certain additional risks that are not present with MBS. For example, the ability of an ABS issuer to enforce its security interest in the underlying assets may be limited. MBS and ABS are generally issued in multiple classes, each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages or other assets allocated among the classes in various ways. Payment of interest or principal on some classes may be subject to contingencies, or some classes or series may bear some or all of the risk of default on the underlying mortgages or other assets. In some cases, the complexity of the payment, credit quality and other terms of such securities may create a risk that terms of the security are not fully transparent. In addition, the complexity of MBS and ABS may make accurate valuation of such securities more difficult, particularly where the security is customized. In determining the average maturity or duration of an MBS or ABS, INA must apply certain assumptions and projections about the maturity and prepayment of such security; however, actual prepayment rates may differ. If the life of a security is inaccurately predicted, the strategy may not be able to realize the expected rate of return. In addition, many MBS and ABS are subject to heightened liquidity risk. The number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. Bank Loans and Participations Risk Bank loans and derivatives of bank loans and participations are subject to unique risks, including (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations and (iv) limitations on the ability of the strategy to directly enforce its rights with respect to participations. In analyzing each bank loan assignment or swap, INA must compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the investors. Call Risk Some bonds / mezzanine debt instruments (collectively, bonds’) give the issuer the option to call, or redeem, the bonds before their maturity date. If an issuer ‘calls’ its bond during a time of declining interest rates, the strategy might have to reinvest the proceeds in an investment offering a lower yield and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of ‘callable’ issues are subject to increased price fluctuation. 17 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Commercial Mortgage-Backed Securities Risk The risks of commercial mortgage-backed securities (“CMBS”) include the effects of general and local economic conditions on real estate values, the conditions of specific industry segments, the ability of tenants to make lease payments, and the ability of a property to attract and retain tenants. This in turn may be affected by local conditions such as oversupply of space or a reduction of available space, the ability of the owner to provide adequate maintenance and insurance, changes in management of the underlying commercial property, energy costs, government regulations with respect to environmental, zoning, rent control, bankruptcy and other matters, real estate and other taxes, and prepayments of the underlying commercial mortgage loans (although such prepayments generally occur less frequently than prepayments on residential mortgage loans). Commercial Real Estate Loans Risk INA may invest in loans secured by various types of commercial real estate, including but not limited to multifamily, hotel, retail, office, industrial, and mixed-use properties (collectively “CRE Loans”). Such Loans are subject to normal credit risks as well as those generally not associated with traditional debt instruments. The ability of the borrowers to repay the CRE Loans will typically depend upon the successful renovation or rehabilitation and operation of the related real estate projects and the availability of financing. Any factors that affect the ability of the projects to generate sufficient cash flow could have a material effect on the value of the CRE Loans. Such factors include, but are not limited to (a) the uncertainty of cash flow to meet fixed obligations, (b) adverse changes in general and local economic conditions, including interest rates and local market conditions, (c) tenant credit risks, (d) the unavailability of financing, which may make the operation, sale, or refinancing of a property difficult or unattractive, (e) vacancy and occupancy rates, (f) construction and operating costs, (g) regulatory requirements, including zoning, rent control and real and personal property tax laws, rates and assessments, (h) environmental concerns, (i) project and borrower diversification, (j) vandalism (with attendant security costs), (k) uninsured losses, (l) restrictions and compliance costs imposed by the Americans with Disabilities Act and similar federal, state, or local laws, and (m) general nonrecourse status. In addition, commercial properties often involve a single user or tenant, or relatively few tenants, which can increase risk of loss. Commercial property specifications may be tailored to the requirements of particular users or tenants and, accordingly, it may be difficult, costly and time-consuming to liquidate such properties or attract new tenants. Commodity Sector Risk Exposure to the commodities markets may subject Clients to greater volatility than investments in traditional securities. The values of commodities and commodity-linked investments are affected by events that might have less impact on the values of stocks and bonds. Investments linked to the prices of commodities are considered speculative. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of factors including changes in supply and demand relationships, weather, agriculture, trade, fiscal, monetary and exchange control programs, disease, pestilence, acts of terrorism, embargoes, tariffs and international economic, political, military and regulatory developments. The commodity markets are subject to temporary distortions or other disruptions due to a variety of factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. US futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices, which may occur during a single business day. These limits are generally referred to as ‘daily price fluctuation limits’ and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a ‘limit price.’ Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the commodity-linked investments. Common Stock Risk The marketplace for publicly traded equity securities is volatile, and the price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic circumstances. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by a Client. A common stock may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive circumstances within an industry. The value of a particular common stock held by a Client may decline for a number of other reasons that directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical and prospective earnings, the value of its assets and reduced demand for its goods and services. Also, the price of common stocks is sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which a Client has exposure. Common stock prices fluctuate for 18 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC several reasons including changes in investor perceptions of the issuer’s financial condition or the general condition of the relevant stock market or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Common stock in which a Client may invest is structurally subordinated to preferred stock, bonds and other debt instruments in a company’s capital structure and is therefore inherently more risky than preferred stock or debt instruments of such issuers. Derivatives Risk Derivatives are specialized instruments that require investment techniques and risk analysis different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of the strategy. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of INA, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. There can be no assurance that a liquid secondary market will exist at any specified time for a particular derivative. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. The use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, achieving the relevant investment objective. INA’s strategies may use both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps, options and contracts for differences. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss that is high in proportion to the amount actually placed as initial margin or paid as premium and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. There is also the possibility that derivatives do not completely correlate with their underlying assets, interest rates or indices. Inappropriate valuations can result in higher demands for cash by counterparties or in a loss in value. There is not always a direct or parallel relationship between a derivative and the value of the assets, interest rates or indices from which it is derived. For these reasons, the use of derivatives by a strategy is not always an effective means of attaining the strategy’s investment objective and can at times even have the opposite effect. Distressed Securities Risk An investment in the securities of financially distressed issuers can involve substantial risks. These securities may present a substantial risk of default or may be in default at the time of investment. Among the risks inherent in investments in a troubled entity is the fact that it may be difficult to obtain information as to the true financial condition of such issuer and an adviser’s judgement about the credit quality of the issuer and the relative value and liquidity of its securities may prove to be wrong. Emerging Market Risk Emerging markets tend to be more volatile and less liquid than the markets of more mature economies and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. More specifically, emerging markets may have relatively unstable governments, present the risk of sudden adverse government or regulatory action and even nationalization of businesses, restrictions on foreign ownership on prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of emerging market countries may be based predominantly on only a few industries and may be highly vulnerable to changes in local or global trade conditions and may suffer from extreme debt burdens or volatile inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading 19 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC volume, potentially making prompt liquidation of substantial holdings difficult. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Exchange Traded Fund (ETF) Risk ETFs in which a strategy may invest involve certain inherent risks generally associated with investments in a portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. Foreign Currency Risk Changes in exchange rates between currencies or the conversion from one currency to another may also cause the value of investments to diminish or increase. Performance may be strongly influenced by movements in FX rates because currency positions held by the Client account may not correspond with the securities positions held. Foreign currency exchange rates are determined by forces of supply and demand in foreign exchange markets. These forces are, in turn, affected by international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. Foreign currency exchange rates may also be affected by government policies or intervention in foreign exchange markets and certain currencies may be affirmatively supported generally or relative to specific currencies (such as US dollar) by their or other governments. Changes in government policy, including a cessation of currency support intervention, may result in abrupt changes in the valuation of such currencies. Foreign Investment Risk Non-US investments held across various strategies may be influenced by political, social and economic factors affecting investments in foreign companies and issuers. Specific risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards. Investments denominated in foreign currencies are subject to the risk that such currencies will decline in value relative to the US dollar and affect the value of these investments held by the strategy. To the extent the investments are focused on a limited number of foreign countries, performance could be more volatile than that of a more geographically diversified strategy. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will be strongly influenced by the obligor’s balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. A governmental obligor may default on its obligations. The securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. Forward Commitment Risk When a portfolio engages in when-issued, delayed delivery or forward commitment transactions (e.g., “to be announced” securities or TBAs), the portfolio relies on the counterparty to consummate the sale. Failure to do so may result in the strategy missing the opportunity to obtain a price or yield considered to be advantageous. Such transactions may also have the effect of leverage on the strategy and may cause it to be more volatile. Additionally, these transactions may create a higher portfolio turnover rate. Forward Contracts Risk Client accounts may enter into forward contracts that are not traded on exchanges and are generally not regulated. There are no limitations on daily price moves of forward contracts. Banks may require Clients to deposit margin with respect to such trading. Counterparties are not required to continue to make markets in such contracts. There have been periods during which certain counterparties discontinued quoting prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity challenges therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit such forward trading to less than the amount that INA would otherwise seek to execute, to the possible detriment of Client accounts. 20 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Futures Risk While the use of futures contracts by a portfolio can amplify a gain, it can also amplify a loss. This loss can be substantially more money than the initial margin posted by the portfolio pursuant to the contracts. There is no assurance of market liquidity for futures contracts, whether traded on an exchange or in the over-the-counter market and, as a result, there may be times in which a portfolio would not be able to close a future investment position when it wanted to do so. Upon entering into a futures transaction, a portfolio will generally be required to deposit an initial margin payment with the futures commission merchant (the “futures broker”). The initial margin payment will be deposited with a portfolio’s custodian in an account registered in the futures broker’s name; however, the futures broker can gain access to that account only under specified conditions. As the future is marked-to-market to reflect changes in its market value, subsequent margin payments, called variation margin, will be paid to or by the futures broker on a daily basis. Prior to expiration of the future, if a portfolio elects to close out its position by taking an opposite position, a final determination of variation margin is made, additional cash is required to be paid by or released to the portfolio, and any loss or gain is realized for tax purposes. Position limits also apply to futures traded on an exchange. An exchange may order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions. Initial margin is posted to a collateral pool that may be used to cover third-party liabilities in an event of default by a clearing broker or a major clearing broker’s Client. Government Securities Risk Not all government and governmental agency obligations are backed by the full faith and credit of the relevant government. Some obligations are backed only by the credit of the issuing agency, and in some cases, there may be some risk of default by the issuer. Any guarantee by the relevant government or its agencies of a security held by the strategy does not apply to the market value of such security. A security backed by the full faith and credit of the relevant government is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of government securities trade actively outside the relevant country, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. High Yield Bond Risk Strategies may invest in high-yield bonds (non-investment-grade bonds, speculative-grade bonds, or "junk bonds"), which are debt securities rated below investment grade by recognized credit rating agencies (typically BB+ or lower by S&P/Fitch, or Ba1 or lower by Moody's). While these bonds generally offer higher yields to compensate for increased risk, they generally carry a higher risk of default and high yield issuers often have more leverage or weaker financial positions, making them more vulnerable to negative economic conditions. They can be highly sensitive to economic downturns, changes in business conditions, and shifts in investor sentiment. High-yield issuers are often considered less creditworthy and may be unable to make interest payments or repay the principal amount upon maturity. In the event of a default or bankruptcy, investors may lose some or all of their investment. High-yield bond prices are generally more volatile than investment-grade bonds. In addition, the market for high-yield bonds can be less liquid than other sectors of the bond market. During periods of economic stress or market volatility, it may be difficult to sell such securities quickly or at the desired price. When market interest rates rise, the value of existing bonds typically falls. While high-yield bonds are often less sensitive to interest rate changes than long-term government bonds, a material increase in rates can cause their prices to fall significantly. High-yield bonds are often ‘callable’, meaning the issuer can redeem the bond before its maturity date. If bonds are called in a declining interest rate environment, investors may be unable to reinvest the proceeds at a similar yield. High-yield bonds often exhibit a stronger correlation with equity markets than investment-grade bonds. Therefore, high- yield bonds may fall in value alongside stock prices during market downturns, reducing their effectiveness as a defensive, fixed-income hedge. Municipal Securities Risk Investments in municipal securities may be affected by a variety of factors in the cities, states and regions in which the strategy invests, as well as the municipal market as a whole. Special factors, such as legislative changes and local and business developments, may adversely affect the yield and/or market value of a strategy’s investments in municipal securities. Other factors include the general conditions of the municipal securities market, the size of a particular offering, the maturity of the obligation and the rating of the issue. Changes in economic, business or political conditions relating to 21 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC a particular municipal project, municipality, or state, territory or possession of the United States in which the strategy invests may have an impact on the value of the investment. The municipal market can be less liquid than other fixed-income markets, particularly in periods of stress, which may widen bid-ask spreads and increase price impact. Municipal lease obligations, a type of municipal security, are generally backed by revenues from a particular source or by revenues that depend on future appropriations by municipalities; therefore, they may be less secure than most municipal obligations. Non-Deliverable Forwards Risk Non-deliverable forwards are used for currencies of countries that may impose certain currency market restrictions. Non- deliverable forwards are similar to traditional forward contracts, in that an agreement is made to buy and sell a specific amount of one currency in exchange for another currency for settlement on a predetermined future date and at a pre- agreed rate, except that there is no physical delivery of the referenced currencies. The contracts are cash-settled at expiration in a deliverable currency, such as US dollars. Options Risks Trading in options involves several risks. Specific market movements of the option and the instruments underlying an option cannot be predicted. No assurance can be given that a liquid offset market will exist for any particular option or at any particular time. If no liquid offset market exists, the strategy might not be able to effect an offsetting transaction in a particular option. Therefore, to realize any profit in the case of an option, the option holder would need to exercise the option and comply with any margin requirements for the underlying instrument. The writer of an option could not terminate the obligation until the option expired or the writer was assigned an exercise notice. The purchaser of an option is subject to the risk of losing the entire purchase price (premium) of the option along with any related transaction costs. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the price of the underlying security of the option that the writer must purchase or deliver upon exercise of the option. The writer of a naked option may have to purchase the underlying contract in the market for substantially more than the exercise price of the option in order to satisfy its delivery obligations. This could result in a large net loss. Certain strategies, and therefore certain Client accounts, will enter into options as a seller/writer or buyer of put and call options and may purchase or sell these instruments either individually or in combinations. Real Estate Sector Risk The securities of issuers that are principally engaged in the real estate sector may be subject to risks similar to those associated with the direct ownership of real estate. These include: declines in real estate values, defaults by mortgage borrowers and tenants, increases in property taxes and operating expenses, overbuilding, fluctuations in rental income, changes in interest rates, possible lack of availability of mortgage advisers or financing, extended vacancies of properties, changes in tax and regulatory requirements (including zoning laws and environmental restrictions), losses due to costs resulting from the clean-up of environmental conditions, liability to third parties for damages resulting from environmental events, and casualty or condemnation losses. In addition, the performance of the economy in each of the regions and countries in which the real estate owned by a portfolio company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. Repurchase Agreements (Repos) Risk The use of repos may give rise to residual credit risks. Though it is essentially a collateralized transaction, the seller may fail to repurchase the securities sold at the maturity date. In other words, the repo seller defaults on its obligation. Consequently, the buyer may retain the security and would need to liquidate it in order to recover the cash loaned. The security, however, may have lost value since the outset of the transaction as it is subject to market movements. Credit risk associated with repos is subject to many factors including term of repo, liquidity of security and the strength of the counterparties involved. Residential Mortgage-Backed Securities Risk The investment characteristics of residential mortgage-backed securities (“RMBS”) differ from those of traditional debt securities. The major differences include the fact that, on certain RMBS, prepayments of principal may be made at any 22 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC time. Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. Stable Value Risk Stable value contracts, used in capital preservation funds, carry risks including contract issuer default (credit risk), interest rate risk causing underperformance, and liquidity risk where withdrawals may be restricted or made at market value rather than book value. Other risks include "wrap" contract capacity limitations, fee increases, and potential losses if a plan sponsor terminates the contract when the underlying bond portfolio’s market value is lower than its book value. Key risks associated with stable value contracts include: • Contract Issuer Risk (Credit Risk): The insurance company or bank providing the "wrap" contract that guarantees the stable value (book value) may default, failing to pay if the underlying assets fall below the guaranteed value. • Market Value Risk (Underlying Portfolio Risk): Although the contract aims to protect principal, the underlying portfolio of bonds is subject to interest rate, credit, and duration risk. If the portfolio's market value drops significantly below its book value, it could trigger contract limitations. • Liquidity and Withdrawal Restrictions: Participants may not be able to exit immediately, or they may face delays or adjustments if they switch to a competing fund, particularly for employer-initiated events like mergers or closures. • Inflation Risk: While stable value funds offer steady returns, these returns may fail to keep pace with high inflation, resulting in negative real returns. • Wrap Contract Constraints: Limited capacity in the market for new wrap contracts and increased fees for existing ones can affect performance. • "Book Value" vs. "Market Value" Disconnect: If a portfolio has high unrealized losses (market value < book value), a plan sponsor triggering a termination event may be forced to take a loss. Stable value funds are not insured by the FDIC, the Federal Reserve Bank, or any government agency. Swap Agreements Risk INA, on behalf of its Clients, enters into swap agreements and options on swap agreements (“swaptions”). These agreements can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. The strategies, for instance, may enter into swap agreements with respect to interest rates, credit defaults, currencies, securities, indexes of securities and other assets or other measures of risk or return. Depending on their structure, swap agreements may increase or decrease the Client account’s exposure to, for example, long-term or short-term interest rates, foreign currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Whether the strategies’ use of swap agreements or swaptions will be successful will depend on INA’s ability to identify and select appropriate transactions for the Client account. Swap transactions may be highly illiquid and may increase or decrease the volatility of the Client’s portfolio. Moreover, the Client account bears the risk of loss of the amount contractually agreed to be received under a swap agreement in the event of the default or insolvency of its counterparty. General Risks Cash Flow Risk For certain separately managed accounts for which INA acts as a sub-adviser to retail investor assets, the objective of the decumulation strategy is to sustain a predetermined schedule of outflows to retail investors in accordance with their stated cash flow needs. The desired amount, frequency, and duration of the cash flows are determined in consultation between the retail investor and the registered investment adviser engaging INA for its sub-advisory services. As such, changes in the cash flow needs of the underlying client are considered a variance from the stated investment objective established at the onset of the sub-advisory relationship. INA is not responsible for any lapses nor failed considerations of third-party registered investment adviser and is under no obligation to accept or accommodate alterations to the original mandate 23 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Concentration Risk If INA concentrates its investments in issuers within the same country, state, industry or economic sector, an adverse economic, business or political development may affect the value of a Client’s investments more than if such Client’s investments were not so concentrated. Also, the extent INA invests a larger percentage of a Client’s account in a relatively small number of issuers; it may be subject to greater risks than a more diversified account. That is, a change in the value of any single investment held by a Client account may affect the overall value of any single investment held by a Client may affect the overall value of the account more than it would affect an account that holds more investments. Correlation Risk Strategies allocate investments among different asset classes and therefore are subject to correlation risk. Although the prices of equity securities and fixed income securities, as well as other asset classes, often rise and fall at different times so that a fall in the price of one may be offset by a rise in the price of the other, in down markets the prices of these securities and asset classes can also fall in tandem. Counterparty and Settlement Risk There is a risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of bankruptcy or insolvency of a counterparty, there may be delays in liquidating the position and significant losses may be incurred. If a counterparty was unable to meet its contractual obligations under certain derivative contracts, the Client account in relation to which INA had entered into that derivative could incur a loss and this would have an adverse effect on the value of the Client account. A Client account may concentrate any or all of its derivatives with one counterparty and the fact that derivatives may be entered into over-the-counter, rather than on a regulated market, may increase this risk. This risk may be mitigated by receiving collateral. Credit Risk Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a bond, can cause a bond’s price to fall, potentially lowering the value of the Client account. Cybersecurity and Information Security Risk In addition to the risks described above, which primarily relate to the value of investments, there are various operational, system, information security, and related risks involved in investing, including but not limited to cybersecurity risk. This refers to the potential impact on the confidentiality, integrity, or availability of information or information systems, and reflects the potential adverse effects on INA’s operations and Clients resulting from a cybersecurity event. In an increasingly interconnected and digitalized world, the cybersecurity to which INA and Client accounts are exposed continues to evolve and grow in general, making them potentially more susceptible to cyber-attacks. Cyber-attacks can take many forms, including ransomware, phishing, denial-of-service attacks, and data breaches. These attacks could lead to regulatory penalties, as well as severe financial, reputational, and operational impacts for INA and the client accounts (including Funds) it manages. Similar adverse consequences could also result from cybersecurity incidents affecting the issuers of securities in which INA invests, counterparties with which INA engages in transactions, third-party service providers engaged by INA or Clients, governmental and regulatory authorities, exchanges and other financial market operators, banks, brokers, dealers, financial institutions, and other parties. To help address potential cybersecurity risk and protect against cyber-attacks, INA seeks to ensure effective cyber resilience through proactive risk identification and management, deploying mitigating preventive controls (including ongoing penetration testing), establishing detection and response capabilities, and implementing robust recovery strategies. By maintaining a strong cybersecurity posture, INA is committed to protecting itself, its Clients, and the market from an evolving cyber threat landscape. Data Sources Risk INA subscribes to external data sources that are used to enforce investment restrictions or exclusion lists, to assist in making investment decisions, investment research, index creation, pricing and valuation of securities, processing corporate actions and collateral management. While INA believes these third-party data sources to be reliable, if information that INA receives from them is found to be incorrect, a Client or Fund may be negatively impacted, and may not achieve its desired results, 24 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Moreover, there may be time lags associated with inputting or implementing vendor data that may impact certain processes and thereby impact INA’s advisory services and/or Client investments. For example, an account may be temporarily invested in a newly restricted security until updated restricted securities data is received and implemented. INA typically receives these services on an “as is” basis and cannot guarantee that the data received from these sources will be accurate or timely. INA is not responsible for errors by these sources. Evolving Technologies Risk: Artificial Intelligence and Machine Learning INA and its Insight Affiliates see technology as a competitive advantage and enabler of the business. An Artificial Intelligence Governance Framework is maintained to support the appropriate use of generative AI applications across various processes. Insight continues to pursue generative AI capabilities through upgrades from vendors as well as developing in-house solutions. In addition, INA and its Insight Affiliates utilize Microsoft 365 Co-pilot to enhance productivity and collaboration, and to employ development teams to use AI-enabled coding assistants. INA works closely with affiliates and industry partners to explore and leverage leading technologies including artificial intelligence, while recognizing the need to securely deploy them in a manner consistent with regulatory requirements and expectations and obligations to Clients. INA maintains a governance and control framework in collaboration with BNY to address key AI-related risk considerations. Technology environments are used to test certain proof of concepts leveraging the BNY AI Hub environment. Subject matter experts in AI support these efforts, seeking to maximize the potential for improved outcomes for INA’s Clients and partners. The rise of artificial intelligence offers potentially significant opportunities for INA to increase efficiency, reduce costs, and customize at scale. These technologies are evolving rapidly, and their use cases are increasingly sophisticated and complex. There are inherent risks posed by artificial intelligence, which include but are not limited to – Model Risk: AI may have algorithmic bias caused by bad data inputs or training data. – Data Risk: The quality of outputs will be dependent on the quality of input and training data. – Transparency Risk: There is a risk that models are difficult to understand and interpret. – Hallucination Risk: There is a risk that model outputs may be incorrect. Environmental Risk Assets may be subject to numerous laws, rules and regulations relating to environmental protection. Under various environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring removal or remediation of hazardous materials. These laws often impose liability, whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, regardless of whether that facility is or ever was owned or operated by that person. A Client may be exposed to substantial risk of loss from environmental claims arising in respect of its investments and such loss may exceed the value of such investments. Furthermore, changes in environmental laws or in the environmental condition of a portfolio investment may create liabilities that did not exist at the time of acquisition of an investment and that could not have been foreseen. Environmental, Social, and Governance (“ESG”) Risk The Client-directed integration of responsible investment and stewardship principles within the Insight investment decision- making process may impact a Client account or Fund managed by Insight. For example, ESG factors may result in Insight taking risks or eliminating exposures found in other strategies or broad market benchmarks. This may cause performance of the Client account or Fund managed by Insight to diverge from the performance of other Clients or Funds managed by Insight without the integration of such responsible investment and stewardship principles within the investment decision- making process. In addition, ESG factors will result in Insight strategies being subject to the risks associated with their underlying investments’ asset classes. 25 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC There is a lack of a common industry standard relating to the development and application of ESG criteria. As a result, there are significant differences in interpretations of what it means for a company to be an ESG investment, and Insight’s interpretations may differ from others’ and may change over time. For Clients engaging Insight for an ESG focused strategy, Insight’s security selection process generally will incorporate ESG data provided by third parties, which is at times is limited for certain issuers and/or only considers one or a few ESG- related components. In addition, ESG data may include quantitative and/or qualitative measures, and consideration of this data may be subjective. Different methodologies may be used by the various data sources that provide ESG data. ESG data from third parties used by Insight as part of its proprietary ESG process often lacks standardization, consistency and transparency, and for certain issuers such data may not be available complete or accurate. Insight’s evaluation of ESG factors relevant to a particular issuer may be adversely affected in such instances. As a result, a Client or Fund’s investments may differ from, and potentially underperform, Clients or Funds that incorporate ESG data from other sources or utilize other methodologies. General Economic Conditions and Market Risk The success of INA’s investment strategies will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls, national or international political circumstances, and other unforeseen circumstances. These factors may affect the level and volatility of financial instrument prices and the liquidity of the positions. Volatility or illiquidity could impair profitability or result in losses. INA’s strategies may be materially or adversely affected by existing macroeconomic events, or by similar or other events in the future. Consequently, INA may not be capable of, or successful at, preserving the value of assets, generating positive investment returns or effectively managing risks. Strategies may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets – the larger the positions, the greater the potential for loss. The economies of non-US countries may differ favorably or unfavorably from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-US economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-US countries may be based, predominantly, on only a few industries and may be vulnerable to changes affecting those industries and may have higher levels of debt or inflation. Both domestic and foreign investments may be impacted by changes in the global economy. Hedging Risk Hedging techniques involve a variety of derivatives, including futures contracts, exchange-listed and over-the-counter put and call options on securities, financial indices, forward foreign currency contracts, and various interest rate transactions. A transaction used as a hedge to reduce or eliminate losses associated with a portfolio holding or particular market that a portfolio has exposure, including currency exposure, can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the hedging transaction and its reference portfolio holding or market (correlation risk), and there can be no assurance that a portfolio’s hedging transaction will be effective. In particular, the variable degree of correlation between price movements of hedging instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater than gains in the value of the positions of the portfolio. Increased volatility will generally reduce the effectiveness of the portfolio’s currency hedging strategy. Hedging techniques involve costs, which could be significant, regardless of whether the hedging strategy is successful. Hedging transactions, to the extent they are implemented, may not be completely effective in insulating portfolios from currency or other risks. Highly Volatile Markets Risk The positions held in INA’s investment strategies can be highly volatile. Price movements of forwards, futures and other derivative contracts in which the Client assets may be invested can be highly volatile and are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in government bonds, currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among 26 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC other things, interest rate fluctuations. The effect of such intervention is often heightened by a group of governments acting in concert. INA’s strategies may make certain speculative investments in currencies that INA believes to be undervalued; however, there are no assurances that the currencies purchased will in fact be undervalued. In addition, the Client account may be required to hold such currencies for a substantial period of time before realizing their anticipated value. Index/Tracking Error Risk To the extent it is intended that an investment strategy track an index, the Client account or Fund may not match, and may vary substantially from, the index for any period of time, including as a result of a Client account or Fund’s inability to invest in certain securities due to legal and compliance restrictions, regulatory limits or other restrictions applicable to the Client account or Fund and/or INA, reputational considerations or other reasons. As an index may consist of relatively few securities or issuers, tracking error may be heightened at times when a Client account or Fund is limited by restrictions on investments that the Client account or Fund may make. A Client account or Fund that tracks an index may purchase, hold and sell securities at times when a non-index fund would not do so. INA does not guarantee that any tracking error targets will be achieved. Client accounts or Funds tracking an index may be negatively impacted by any errors in the index, either because of calculation errors, inaccurate data sources, or otherwise. INA does not guarantee the timeliness, accuracy and/or completeness of an index and INA is not responsible for errors, omissions or interruptions in the index or the calculation thereof. In addition to scheduled rebalances, an index provider or its agents may carry out additional ad hoc rebalances to the index in order, for example, to correct an error in the selection of index constituents. When an index is rebalanced and a Client account or Fund tracking the index in turn rebalances its portfolio to attempt to increase the correlation between the Client account or Fund’s portfolio and the index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Client account or Fund. Therefore, errors and additional ad hoc rebalances carried out by the index provider or its agents to the index generally will be expected to increase the costs to, and the tracking error risk of, the Client account or Fund. Inflation Indexed Security Risk Interest payments on inflation-indexed securities can be unpredictable and will vary as the principal and/or interest is periodically adjusted based on the rate of inflation. If the index measuring inflation falls, the interest payable on these securities will be reduced. Inflation-indexed securities issued by corporations generally do not guarantee repayment of principal. Any increase in the principal amount of an inflation-indexed security will currently be considered taxable ordinary income, even though investors do not receive their principal until maturity. As a result, the strategy may be required to make annual distributions that exceed the cash the strategy received, which may cause the strategy to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed security is adjusted downward due to deflation, amounts previously distributed may be characterized in some circumstances as a return of capital. Infrastructure Risk Investments will be subject to risks incidental to the ownership and operation of infrastructure assets. Such risks include risks associated with general economic climates (for example, unemployment, inflation and recession); fluctuations in interest rates and currency; availability and attractiveness of secured and unsecured financing; compliance with relevant government regulations; environmental liabilities; various uninsured or uninsurable unforeseen events; infrastructure development and construction and the ability of the relevant operating company to manage the relevant infrastructure business. These risks, either individually or in combination, may cause, among other things, a reduction in income, an increase in operating costs and an increase in costs associated with investments in infrastructure assets, which may materially affect the financial position and returns of specific investments and the Client accounts generally. Interest Rate Risk Any investment in fixed-income securities will be subject to interest rate risk. Prices of fixed income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect bond prices and, to the extent the Client account invests in bonds, the value of the Client account. The longer the effective maturity and duration of these investments, the more likely value of the Client account will react to interest rates. 27 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Investment Style Risk Different investment styles tend to shift in and out of favor depending upon market and economic conditions and upon investor sentiment. Clients may outperform or underperform other accounts that invest in similar asset classes but employ different investment styles. INA may modify or adjust its investment strategies from time to time. Issuer Risk The value of a security may decline for several reasons that directly relate to the issuer of the security, such as management performance, financial leverage and reduced demand for the issuer’s products or services. Leverage Risk The use of leverage, such as engaging in reverse repurchase agreements, lending portfolio securities, entering into futures contracts or forward currency contracts, investing in inverse floaters and engaging in forward commitment transactions, may magnify the Client accounts’ gains or losses. Because many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Liquidity Risk When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities may fall dramatically. Liquidity risk also exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Additionally, unexpected volatility or illiquidity in the markets in which INA directly or indirectly holds positions could impair its ability to carry out its business and could cause losses to its Clients. Market Risk The market value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, outbreaks of an infectious disease, natural disasters, epidemics, pandemics, terrorism, conflicts and social unrest or adverse investor sentiment generally. A security’s market value also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Global economies and financial markets are interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide. Clients will be negatively impacted if the value of their portfolio holdings decreases as a result of such events, if these events adversely impact the operations and effectiveness of the adviser or key service providers or if these events disrupt systems and processes necessary or beneficial to the management of accounts. Model Risk For certain strategies, INA’s investment process is supported by certain quantitative models that utilize mathematical and statistical formulas designed to help select a combination of positions that reflect forward-looking estimates of return and risk. There can be no assurance that a particular quantitative model has been designed to account appropriately for all variables that may affect the performance of a particular investment strategy. Any errors in the design, input or implementation of INA’s quantitative models could have a material adverse effect on the performance of a particular investment strategy. Due to the foregoing risks and the inherent complexities in quantitative models, it may be very difficult or impossible to detect the source of any weakness or failing in a quantitative model, before any losses are incurred. Natural Disaster and Public Health Event Risk The occurrence of, among other events, natural or man-made disasters, severe weather or geological event events, fires, floods, earthquakes, outbreaks of disease (including severe acute respiratory syndrome, avian flu, H1N1/09 flu and most 28 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC recently, COVID-19), epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, may also adversely impact the performance of Client accounts and Funds. Such events may result in, among other things, closing borders, exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events could adversely impact Clients, Funds, issuers, markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. Operational Risk The strategies depend on INA to develop appropriate systems and procedures to control operational risk. These systems and procedures may not account for every actual or potential disruption of the strategies’ operations. INA’s business is dynamic and complex. As a result, certain operational risks are intrinsic to the strategies’ operations, especially given the volume, diversity and complexity of transactions that the strategies are expected to enter into daily. INA’s business is highly dependent on its ability to process, on a daily basis, transactions across numerous and diverse markets. Consequently, INA relies heavily on its financial, accounting and other data processing systems. The ability of its systems to accommodate an increasing volume, diversity and complexity of transactions could also constrain the ability of INA to properly manage its strategies. Systemic failures in the systems employed by INA and/or counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. These and other similar disruptions in INA’s operations may cause Clients’ accounts to suffer, among other things, financial loss, the disruption of its businesses, liability to third parties, regulatory intervention or reputation damage. Regulatory Environment Risk The financial services industry at large is subject to strict, complex and evolving regulations. Such regulation may increase INA’s legal, compliance, operational, and related costs. Examples may include the added expenses of legal consultations, technology infrastructure, and personnel training in response to recent or forthcoming regulatory requirements. Changes in regulation may also increase administrative requirements on INA including, without limitation, responding to investigations, implementing new policies and procedures, and managing compliance related tasks or testing. The potential failure to scale INA’s oversight capabilities to such changes in regulatory landscape due to either uncertainty or a lag in implementation may result in fines, legal penalties, and reputational damage. Changes in regulation may render some strategies more costly or difficult to implement. Heightened regulations may cause preexisting or proposed strategies to become unfeasible due to the associated regulatory burden or restrictions placed upon INA, the markets or Clients by new or updated regulation. Ultimately, INA must proactively endeavor to adapt to a dynamic regulatory environment while maintaining efficiency. Legal, tax and regulatory developments that may adversely affect Clients’ accounts could occur. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges. These authorities are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions is an evolving area of law and is subject to change by government and judicial actions. It is not possible to predict all potential effects stemming from changes in law and regulation. Retention and Engagement of Key Employees Risk The performance of INA’s investment strategies is largely dependent on the talents and efforts of INA personnel, including its investment and trading professionals. The success of the strategies depends on INA’s ability to identify appropriate human capital and offer compensation sufficient to attract, retain and motivate talented investment professionals and other personnel. There can be no assurance that INA’s investment professionals will continue to be associated with INA throughout the life of a strategy, and the failure to attract or retain such investment professionals could have a material adverse effect on the strategies including, for example, by limiting INA’s ability to pursue particular investment strategies discussed herein. Competition in the financial services industry for qualified personnel is intense and there is no guarantee that the knowledge, experience, and talents of INA’s investment professionals could be replaced. Valuation Risk In valuing assets that lack a readily ascertainable market value, INA or its agent may utilize dealer-supplied quotations or pricing models based on methodologies that are subject to error. Insight may contract with said dealer for the sourcing and 29 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC validation of daily pricing for fixed-income, equity instruments, and exchange traded derivatives. The prices are sourced and validated from an array of established pricing sources such as ICE/IDC, Reuters and more. To mitigate the risk of pricing errors, INA’s providers maintain governance processes that include daily validation of price movements, monitoring of stale pricing, and reviews of pricing vendors. Through these daily validation procedures, prices are reviewed for reasonableness, secondarily reviewed by INA, and subsequently challenged by INA in the event of a tolerance level breach. Volatility of Returns Risk INA defines this type of risk as measured by the standard deviation of returns relative to the benchmark. INA seeks to provide Clients with high risk-adjusted results by focusing on spread sectors to drive return enhancement, and therefore to mitigate volatility and achieve higher risk-adjusted returns versus its benchmarks and peers. 30 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 9: Disciplinary Information From time to time, INA, Insight Affiliates, and BNY Affiliates are involved in regulatory examinations or litigation that may arise in the ordinary course of its business. There are no legal, regulatory, or disciplinary matters or events involving INA or its management persons that would have a material impact on an existing or prospective Client’s evaluation of INA’s advisory business or the integrity of its advisory personnel. The backgrounds of INA and its advisory personnel are made available on the Investment Advisor Public Disclosure website at https://adviserinfo.sec.gov/ by searching the Adviser’s firm name or CRD# 145995. 31 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 10: Other Financial Industry Activities and Affiliations As a part of BNY, INA is affiliated with several entities that are subsidiaries of BNY. Where permitted by applicable law and in accordance with Client guidelines, INA may use its discretionary authority to invest Client accounts in Funds managed by a BNY Affiliate. This may give rise to a conflict of interest; each Insight Affiliate, including INA, maintains policies and procedures designed to address such conflicts of interest. INA has relationships with the following Insight Affiliates that are material to its advisory business: Insight Investment As previously stated, INA is part of the group of affiliated companies that individually and collectively provide Investment Advisory Services under the brand ‘Insight’ or ‘Insight Investment’. Insight and Insight Investment include, without limitation, the following affiliated entities: INA, Insight Investment International Limited (“IIIL”), Insight Investment Management Limited (“IIML”), and Insight Investment Management Global Limited (“IIMG”) (each an “Insight Affiliate” and collectively, “Insight Affiliates”). Please note that Investment Advisory Services are offered under the Insight brand to US Clients and prospects. Each Insight Affiliate, including INA, provides discretionary Investment Advisory Services, non-discretionary trade placement services, and other general support services to other Insight Affiliates under specific sub-advisory agreements or Insight’s global delegation agreement. Subject to regulatory restrictions, each of the Insight Affiliates may market the services and strategies of other Insight Affiliates and may provide Client services for its own Clients or Clients of other Insight Affiliates. Personnel and Information Sharing All Insight Affiliates share BNY as the ultimate parent company. Insight Affiliates also share senior management teams and have the same or similar operating policies and procedures. Insight Affiliates provide various services to one another that help each Insight Affiliate deliver and enhance the investment advice and other services offered to its Clients. The services provided by Insight Affiliates include, for example, marketing, client servicing and support, credit analysis, certain Client reporting, human resources, IT systems and support and administrative and accounting services. To better serve their Clients, employees of Insight Affiliates will share research and investment ideas, as well as office space and IT systems, except where prohibited by applicable law or regulation. As part of these arrangements, confidential information is shared among Insight Affiliates including those that are not SEC registrants. Accordingly, INA’s personnel will have access to non-public information of other Insight Affiliates relating to their Clients and their accounts, including for example, information on portfolio holdings and investment transactions. Personnel of other Insight Affiliates will have access to confidential information in the possession of INA relating to its Clients and their accounts. Insight maintains policies and procedures that are designed to ensure that such information is handled both securely and in a manner consistent with the fiduciary duties of each Insight Affiliated investment adviser to its Clients and the fiduciary duties of INA to its Clients. For example, these policies and procedures prohibit one Insight Affiliate from using research, investment ideas and other information shared by another Insight Affiliate in a manner that seeks to improperly disadvantage other Clients. However, INA and other Insight Affiliates will exchange research and investment ideas in providing advisory services to their Clients, and in some cases, one Insight Affiliate may take action for its Clients based on these ideas, independently and without reliance on another entity and subject to that particular Insight adviser’s discretion, at the same time as, or before, actions based on these ideas are taken by the other Insight Affiliate on behalf of its Clients. Insight Affiliates use research and investment ideas shared by Insight in order to provide advisory services to their Clients and observe procedures designed to help ensure that each entity uses any such ideas in a manner that complies with applicable law and regulation and does not improperly disadvantage their Clients. These procedures may limit actions that INA takes on behalf of its Clients based on research and investment ideas provided to INA by Insight Affiliates. Certain Insight personnel, including senior business management, have material management responsibilities with respect to BNY Affiliates within BNY Investments. As part of these duties, such personnel may be exposed to non-public information held by BNY Affiliates relating to their Clients and their accounts, including for example, information on portfolio holdings and investment transactions. Insight maintains policies and procedures and controls reasonably designed to address appropriate information handling and sharing by such personnel in these scenarios. 32 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Service as Dual Officers of BNY Affiliates Certain INA personnel, including those who operate in a portfolio management capacity, serve in a Dual Officer capacity for a BNY Affiliate of INA. Pursuant to these arrangements, such personnel are subject to INA’s policies and procedures when acting as supervised persons of INA, and subject to the BNY Affiliate’s policies and procedures when acting on behalf of the BNY Affiliate. Depending upon their role, INA personnel serving as Dual Officers of affiliated entities may spend a material portion of their time on these separate activities on behalf of the BNY Affiliate. Status as a Dual Officer may present a conflict of interest (for example, competing priorities between entities), and INA and the BNY Affiliate have adopted practices to mitigate such conflicts, such as coordinated supervisory reviews and controls. Such Dual Officers manage INA accounts and the accounts of such BNY Affiliates side by side and will seek to aggregate orders for execution across such accounts where appropriate and permissible. Participating Affiliates INA uses investment management-related services provided by a Participating Affiliate (the term used in relief granted by the staff of the SEC in a series of no-action letters allowing a registered investment adviser to use portfolio management, trading, and research services, as well as resources provided by an unregistered foreign affiliate subject to the supervision of the registered adviser). INA has entered into a Participating Affiliate Agreement (“PAA”) with IIMG, which is an affiliated asset management company and considered a Participating Affiliate where one or more IIMG employees are deemed to be “Associated Persons” of INA. In this capacity, the Participating Affiliate and its employees (subject to INA’s supervision) perform portfolio management, trading and execution activities in connection with INA’s management of U.S. based Client accounts. IIMG acts in accordance with the series of no-action letters referred to above that require the Participating Affiliates to be subject to INA and SEC supervision. As such, INA maintains a list of Associated Persons (and their respective affiliate activities) of IIMG who are subject to the same personal securities trading requirements and certain Codes of Conduct as all other INA supervised persons. In the event of a regulatory inquiry or examination, INA and IIMG ensure that, pursuant to the PAA, the SEC is provided with adequate access to trading and other pertinent records held by IIMG. The Participating Affiliate (IIMG) has agreed to submit to the jurisdiction of U.S. courts for actions arising under the U.S. securities laws in connection with the investment management-related activities provided for the Adviser’s U.S. Clients. Additionally, IIMG has appointed an appropriate agent for service of process in accordance with, and subject to the requirements of, such no-action letters. Trading Arrangements INA engages in business activities with some or all of its Insight Affiliates, subject to INA’s policies and procedures governing how INA handles associated conflicts of interest. INA from time to time uses its Insight Affiliates to provide other services to INA Clients to the extent permitted under applicable law. INA is committed to providing Clients with high quality service and is guided by the principle that INA must seek to act in the best interests of its Clients consistent with its fiduciary duties of care and loyalty. Nevertheless, there are certain circumstances in which Clients’ interests conflict with INA’s interests or the interests of other INA Clients or its Insight Affiliates. Some of these conflicts of interest are inherent to INA’s business. INA maintains policies and procedures that are designed to help ensure that INA acts fairly and in the best interests of its Clients. INA may advise some Clients or take actions for them that differ from recommendations or actions taken for other Clients, or Clients of its Insight Affiliates. INA is not obliged to recommend to Clients any investments that INA may recommend to or purchase or sell for other Insight Affiliates. INA employees regularly share information, perceptions, advice and recommendations about market trends, the valuations of individual securities, and investment strategies, except where prohibited by applicable law or regulation. Persons associated with INA, or its Insight Affiliates, may have investments in the securities of issuers that are recommended to Clients or held in Client accounts, subject to compliance with policies and procedures regarding personal securities trading. Insight operates coordinated trading desks between its London, New York, and Boston locations, whereby the execution of investment decisions made by one Insight Affiliate can be delegated to another Insight entity (“execution” in this context refers to placing the order in the market, rather than executing the trade as a counterparty or broker-dealer). This arrangement allows Insight’s trading desk to operate across time zones, thereby extending the daily trading hours for Insight and facilitating access to multiple markets. In executing trades on behalf of INA Clients, INA delegates the trade execution responsibility to IIMG or IIIL (which will in turn delegate trade execution to IIMG), both of which are based in London. In all circumstances, trades executed in London for INA Clients will be executed by IIMG, which is the market-facing participant and regulated by the FCA, IIMG is not registered with the SEC, CFTC or FINRA. In addition, where Client mandates permit the use of derivatives, INA may execute transactions for its Clients under the terms of master derivatives documentation 33 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC executed by an Insight Affiliate. Similarly, Insight Affiliates may have delegated trade execution responsibility to INA or may enter into derivatives trades for one or more of its Clients under master derivatives agreements entered into by INA. Trades executed by INA on behalf of Clients of an Insight Affiliate are entered into by US-based personnel of INA. The use of Insight Affiliates to execute trades does not alter or change the Insight entity that is responsible for making investment decisions for the Client accounts or the Insight entity’s responsibilities with respect to seeking best execution. Orders generally are aggregated across Insight’s Clients’ accounts throughout each trading day, consistent with each adviser’s duty to seek best execution for its Clients. INA seeks to coordinate portfolio management and trading activities among its Clients and Clients of Insight Affiliates that utilize the Insight Investment trading desks. These activities are executed through the appropriate Insight Affiliate’s trading desk in accordance with its trading policies and procedures. These policies and procedures govern trading and execution practices/best execution, aggregation of orders, trade allocations, allocation of new issues, cross trading, directed brokerage and soft dollar activities. Where possible, trade orders, including indications of interest for new issues, will be aggregated for Clients of INA and other Clients of its Insight Affiliates, and will be allocated in a manner that is intended to be fair and equitable in accordance with the Insight Trade Allocation Policy. As a result, INA’s Clients may receive a smaller allotment of securities, including fewer securities of a new issue, where there is participation by Clients of other Insight Affiliates in such securities. INA operates centralized dealing desks and typically maintains segregation between portfolio management and trading and execution activities. However, for certain types of securities and strategies, portfolio managers have a broader role in price discovery, broker selection, and execution and traders have a more direct role in security selection (subject to parameters provided by portfolio managers). For example, for municipal bond strategies and fixed income strategies offered to clients of BNY Affiliates, specific security selection and execution activities are performed by the same individuals. The corresponding activity is subject to Insight’s ongoing trade surveillance and monitoring activities to help ensure appropriate treatment of clients and alignment with Insight’s best execution obligations. Commodity Futures Trading Commission (CFTC) and National Futures Association INA is registered as a Commodity Pool Operator and Commodity Trading Advisor with the CFTC and is a member of the National Futures Association. Some of INA’s officers and employees are registered as Principals and Associated Persons as required. Although INA is registered with the CFTC as a Commodity Trading Advisor, in the event that a particular Client falls within the descriptions set forth in CFTC Rule 4.14(a)(8)(i), INA will typically provide commodity interest trading advice to such Clients as if it were exempt from registration pursuant to the exemption set forth in Rule 4.14(a)(8). For all other Clients, INA typically will obtain Client consent to treat its account as an exempt account under CFTC Rule 4.7. Outsourcing Arrangements Insight outsources certain components of its investment operations functions to middle-office service providers, including to BNY Affiliates. The operational activities outsourced include, but are not limited to: – Processing of transactions in securities effectuated by Insight on behalf of Clients, including trade matching and confirmation; – Instructing settlement of transactions effectuated by Insight on behalf of Clients, processing voluntary corporate actions, pricing, performing reconciliations and updating investment records; – Processing of transactions in cash effectuated by Insight on behalf of Clients, including trade matching and confirmation, instructing settlement, performing reconciliations and updating investment records; – Processing of transactions in derivatives (if applicable) effectuated by Insight on behalf of Clients, including trade matching and confirmation, instructing settlement and/or collateral movements to Clients’ designated custodian(s), pricing, performing reconciliations and updating investment records; and – Effecting portfolio transitions by instructing delivery or receipt of securities and cash to Clients’ designated custodian(s), performing reconciliations and updating investment records. Additionally, Insight utilizes middle-office service providers to support Client reporting and performance analysis. Insight retains the investment management and trade execution functions. Insight’s Operations Department monitors the performance of its outsourced operational activities and supports interactions between its middle-office service providers, Insight’s front office, and Client servicing teams, as appropriate. 34 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Other Material Affiliations BNY’s Status as a Global Financial Services Company BNY is a global financial services group providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a world-wide Client focused team that enables institutions and individuals to manage and service their financial assets. Insight has entered into agreements with BNY Affiliates and subsidiaries to obtain services including, but not limited to, certain centralized services (e.g., advisory fee billing), compliance surveillance and monitoring and certain regulatory reporting, back and middle office functions, research and other investment management services. BNY Investments is the umbrella designation for BNY’s affiliated investment management firms, wealth management business and global distribution companies and is responsible, through various subsidiaries, for US and non-US retail, intermediary and institutional distribution of investment management and related services. INA may enter into transactions with unaffiliated counterparties or third-party service providers who then use BNY Affiliates to execute such transactions. Additionally, INA may effect transactions in American Depositary Receipts (ADRs) or other securities and the involved issuers or their service providers may use BNY Affiliates for support services. Services provided by BNY Affiliates to such unaffiliated counterparties, third party service providers and/or issuers may include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by us. Although a BNY Affiliate may receive compensation for engaging in these transactions and/or providing services, the decision to use such affiliate is made by the unaffiliated counterparty, third party service provider or issuer. Further, INA will likely be unaware that the BNY Affiliate is being used to enter into such transaction or service. BNY Affiliates receive data from INA about INA’s business operations, including information about holdings within Client portfolios, which is required for regulatory filings to be made by INA and BNY Affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of INA or BNY Affiliates. This data is deemed confidential, and procedures are followed to ensure that such information is utilized solely for the purposes intended. To the extent permissible under applicable law, INA may decide to invest in money market accounts advised or managed by a BNY Affiliate. In addition, INA may invest Client accounts in BNY Affiliated Funds. Such affiliated Funds are further described in their offering documents such as the prospectus or offering memorandum and, in the case of collective investment trusts, Schedule A(s), which are available on request. Insight has agreements with certain BNY Affiliates who solicit Clients on behalf of Insight. BNY’s Status as a Bank Holding Company BNY and its direct and indirect subsidiaries, including Insight, are subject to certain US banking laws, including the Bank Holding Company Act of 1956, as amended (BHCA), and to regulation and supervision by the Board of Governors of the Federal Reserve System (Federal Reserve), and to the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank Act). The BHCA and Dodd Frank Act (and other applicable banking laws, and their interpretation and administration by the appropriate regulatory agencies, including but not limited to the Federal Reserve) may restrict the transactions and relationships among BNY Mellon Affiliates (including Insight) and Insight’s Clients, and may restrict Insight’s investments, transactions and operations. For example, the BHCA regulations applicable to BNY and Insight may, among other things, restrict Insight’s ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of Insight’s investments, and restrict Insight’s ability to participate in the management and operations of the companies in which Insight invests. In addition, certain BHCA regulations require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY Affiliates (including Insight) for Client and proprietary accounts may be aggregated and subject to a limitation on the size position that may be held. Such limits could have an adverse effect on Insight’s ability to manage Client investment portfolios. for example, depending on the percentage of a company Insight Affiliates (in the aggregate) control at any given time, the limits may (1) restrict Insight’s ability to invest in a that company for certain Clients and/or (2) require Insight to sell certain Client holdings of that company at a time when it may be undesirable to take such action. Additionally, BNY may in the future, in its sole discretion and without notice, engage in activities impacting Insight in order 35 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC to comply with the BHCA, Dodd Frank or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) Insight and accounts managed by the Insight Affiliates. The Volcker Rule The Dodd-Frank Act includes provisions that are known as the “Volcker Rule,” which restricts bank holding companies, such as BNY and its subsidiaries (including Insight) from (i) sponsoring or investing in a private equity fund, hedge fund or otherwise “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions involving conflicts of interest (e.g., extensions of credit). The Volcker Rule generally prohibits certain transactions involving an extension of credit between BNY Affiliates, on the one hand, and “covered funds” managed by BNY and/or its BNY Affiliates (including INA), on the other hand. BNY Affiliates provide securities clearance and settlement services to broker-dealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, Insight may be restricted in executing transactions for certain Funds through broker-dealers that utilize a BNY Affiliate as their securities clearing firm. Such restrictions could prevent Insight from executing transactions through broker-dealers that Insight would otherwise use in fulfilling its duty to seek best execution. Affiliated Placement Agents INA utilizes BNY Affiliated placement agents, including BNY Mellon Securities Corporation (“BNYSC”), which solicit Clients to invest in various INA strategies, including Funds and separate account products. INA and certain Funds have entered into agreements with these placement agents to pay commissions or fees for such solicitations. INA is solely responsible for the payment of these commissions and fees; they are not borne by the Funds or their investors, or by separate account Clients and do not increase the fees paid by the Clients or Funds’ investors. These incentives may cause the placement agents and their employees and/or salespersons to steer investors toward those Funds and products that may generate higher commissions and fees. Please see Item 14 for more information on the compensation arrangements related to Client referrals. Certain of INA’s sales and Client service employees are registered representatives of its affiliate BNYSC, an SEC registered broker-dealer and a member of FINRA. In their capacity as registered representatives of BNYSC, these employees sell and provide services regarding securities issued by Funds and vehicles managed or sub-advised by INA. There is a financial arrangement in place between INA and BNYSC for these activities. Affiliated Service Providers In addition, to the extent permitted by law, BNY Affiliated placement agents and their respective Affiliates may provide brokerage and certain other financial and securities services to INA, other Insight Affiliates or related Funds and separate accounts under INAs management. Such services, if any, are provided at competitive rates and executed consistent with INA’s duty to seek best execution, which is described in Item 12 herein. Other Relationships BNY personnel, including certain Insight employees, may have board, advisory, or other relationships with issuers, distributors, consultants and others that may have investments in a Fund and/or related Fund or that may recommend investments in a Fund or distribute interests in a Fund. To the extent permitted by applicable law, BNY and its Affiliates make charitable contributions to institutions, including those that have relationships with investors or personnel of investors. To the extent permitted by applicable law, Insight personnel may make political and/or charitable contributions to institutions, including those that have relationships with investors or personnel of investors. As a result of such relationships and arrangements, placement agents, consultants, distributors and other parties may have conflicts associated with their promotion of a Fund or product, or other dealings with a Fund, that create incentives for them to promote a Fund or product. Some of INA’s Clients retain consulting firms to assist them in selecting investment managers. Some consulting firms provide services to both those who hire investment managers and to investment management firms themselves. INA may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where INA believes those services will be useful to INA in operating its investment management business. 36 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC BNY maintains, and INA has adopted, a Code of Conduct that seeks to address these types of relationships and the potential conflicts of interest they may present, including the provision and receipt of gifts and entertainment. Financial Services Related Persons (Affiliated Broker-Dealers, Investment Advisers, and Bank Entities) INA has several related persons that are financial industry affiliates, including investment advisers, broker-dealers, and bank and custodian entities. Please see INA’s Form ADV Part 1A, Schedule D, Section 7.a. for a list of these related persons. Several of INA’s BNY and Insight Affiliates have, collectively, a significant number of investment-related private investment funds and structured products for which a related person serves as sponsor, general partner or managing member (or equivalent). Please refer to the Form ADV Part 1A, Schedule D, Section 7.b. for each of INA’s Affiliated investment advisers for information regarding such private investment funds and structured products (if applicable) and refer to such firm’s Form ADV Part 1A, Schedule D, Section 7.a. for information regarding related persons that serve in a sponsor, general partner or managing member capacity (if applicable). Where Insight selects a broker to effect purchases and sales of securities for Client accounts, Insight utilizes unaffiliated brokers to execute such trades. Insight has broker selection policies and procedures in place that require its selection of counterparties to be consistent with its duty to seek best execution, and subject to any Client and regulatory restrictions. Please see Item 12 for more information on Insight’s broker selection process. Insight may be prohibited or limited from effecting transactions for its Clients because of rules in the marketplace, foreign laws or Insight’s own policies and procedures. In certain cases, Insight may face further limitations because of aggregation issues due to its relationship with Affiliated investment management firms. Please also refer to Item 12 for a discussion of Insight’s Aggregation and Allocation Policy. Affiliated Underwritings In the normal course of business, BNY Affiliated broker-dealer and bank entities act as an underwriter, as a member of an underwriting syndicate, and/or as trustee/calculation agent/payment agent for certain new issue securities. This may create an incentive for INA to purchase these new issue securities on behalf of Clients, as it generates additional compensation to such BNY Affiliates. INA maintains policies and procedures regarding purchases of securities in offerings in which a BNY Affiliate is acting in such capacities. In compliance with applicable banking and securities regulations, including the Employee Retirement Income Security Act of 1974 (ERISA) and the Investment Company Act of 1940, INA purchases on behalf of its Clients securities in offerings in which a BNY Affiliated Broker-Dealer or Bank entity is involved, so long as the requirements of these policies and procedures are satisfied. These include obtaining written consent to rely upon certain prohibited transaction exemptions under ERISA (such as Prohibited Transaction Exemption 2009-13), compliance with Clients’ investment guidelines and restrictions, and alignment with the applicable investment strategy. INA’s policies and procedures prohibit direct purchases of new issue securities from a BNY Affiliate for any fiduciary account. As a result, INA’s affiliations, or a Client declining to provide written consent where required, could prevent INA’s clients from participating in certain new issue transactions in which they might otherwise seek to participate. In cases in which INA acts as a sub-adviser to certain BNY bank entity fiduciary Clients and Funds, INA is subject to Regulation W, which restricts member banks from purchasing securities underwritten by affiliates for fiduciary accounts, aiming to prevent conflicts of interest. Under Section 23B of Regulation W, such purchases must be authorized by the fiduciary instrument, court order, or local law, and must be approved by the bank's directors as sound, arms-length investments. INA will purchase affiliated underwritings on behalf of such Clients only where permitted under the IMA and will report such acquisitions to BNY to facilitate compliance with Regulation W reporting and board approval requirements. Affiliated Trustee, Custodial and Other Services BNY engages in trust and investment business through various banking institutions, including the Bank of New York Mellon and the Bank of New York Mellon, National Association. These affiliated banking institutions may provide certain services to INA, such as record keeping, accounting, marketing services, and referrals of Clients. Insight may provide the affiliated banking institutions with sales and marketing materials regarding its investment management services that may be distributed under the name of certain marketing ‘umbrella designations’ such as BNY, BNY Wealth Management, and BNY Investments. 37 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Certain Clients have established custodial or sub-custodial arrangements with BNY and other financial institutions that are affiliated with Insight. Furthermore, BNY Affiliates provide services (such as trustee, custodial or administrative services) to issuers of securities. Because of their affiliations with INA, INA/s ability to purchase securities of such issuers and to take advantage of certain market opportunities may be subject to certain restrictions and in some cases, prohibited. As a result, INA’s affiliations could prevent Insight from entering into certain transactions that it would otherwise seek to enter into in fulfilling its fiduciary duties to Clients. 38 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics Insight has adopted a Code of Ethics comprised of two parts – the BNY Code of Conduct and Interpretive Guidance (the “Code”) and the BNY Personal Securities Trading Policy (the “PSTP”). The Code of Ethics is available to any Client, or prospective Client, upon request. The Code provides employees with the framework and sets the expectations for business and workplace conduct. In addition, it describes Insight’s responsibilities to Clients, suppliers, government officials, competitors and the communities that Insight serves while also outlining important legal and ethical issues. To read the BNY Code of Conduct in its entirety, please visit BNY’s website. The Personal Securities Trading Policy (PSTP) As a global financial institution, INA is subject to certain laws and/or regulations governing the personal trading of securities (including Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940). To help ensure that employees’ personal investments are conducted in compliance with the applicable rules and regulations and to manage potential conflicts of interest, INA has established limitations on personal trading, as reflected in the PSTP. The PSTP sets forth procedures and limitations that govern the personal securities transactions of INA employees in accounts held in their own names as well as accounts in which they have indirect ownership. INA, and its related persons and employees, under certain circumstances and consistent with the PSTP (including applicable blackout periods) purchase or sell for their own accounts securities of issuers that INA also recommends to Clients. The PSTP imposes different requirements and limitations on employees based on the nature of their business activities for Insight. Each of its employees is classified as one of the following: Investment Employee (IE) An IE is an employee who, as part of his or her responsibilities, is on the “public side” of the information barrier in accordance with BNY’s Information Barrier Policy and has access (or is likely to be perceived to have access) to non-public information regarding advisory Clients’ purchases and sales of securities and/or non-public information regarding the portfolio holdings of Clients, or is involved in making securities recommendations to advisory Clients or have access to such recommendations before they are public. Access Decision Maker (ADM) ADMs (generally Portfolio Managers or research analysts who make or participate in recommendations or decisions regarding the purchase or sale of securities for separate accounts or Funds) are subject to additional restrictions under the PSTP. PSTP Overview IEs and ADMs are subject to preclearance and personal securities reporting requirements, and ongoing review, with respect to accounts in which they have direct or indirect ownership. Insight utilizes a Preclearance Compliance Officer who maintains a restricted list of issuers whose securities are subject to trading restrictions. This list is used by the Preclearance Compliance Officer to determine whether to grant trading authorization. The acquisition of any securities in a private placement requires prior written approvals. With respect to transactions involving BNY securities, employees are prohibited from engaging in short sales, purchases on margin, option transactions (other than employee option plans), and short-term trading (i.e., purchasing and selling, or selling and purchasing BNY securities within any 60-calendar day period). With respect to securities other than those of BNY, selling and purchasing the same or equivalent security within 30 calendar days is prohibited, and any profits in such cases must be disgorged. Covered employees may not knowingly participate in or facilitate late trading, market timing or any other activity with respect to any mutual fund in violation of applicable law or the provisions of such fund’s disclosure documents. A copy of the PSTP is available upon request. 39 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Outside Business Activities INA personnel are permitted to engage in certain outside business activities provided they do not unduly conflict with Insight’s performance of services to its Clients. Insight staff must disclose and seek pre-approval for relevant external activities such as directorships/partnerships in external companies. As part of the pre-approval process, Insight Compliance seeks to identify and review potentially material conflicts that may arise in connection with proposed outside business activities and may require that certain restrictions and limitations be observed as a condition of approval. Outside business activities that are approved are subject to ongoing reporting and periodic re-approval. Telephone Line Recording Insight records and monitors telephone calls made/received by its trading personnel. Calling Insight or accepting calls initiated by Insight trading personnel, is deemed to consent to the recording of the conversation without requirement of further notice. Material Non-Public Information From time to time, Insight and its personnel acquire, intentionally or unintentionally, material non-public information (“MNPI”) with respect to issuers of securities. Insight has implemented policies and procedures that are reasonably designed to detect and mitigate or prevent potential conflicts of interest and prevent the misuse and inappropriate dissemination of MNPI by Insight or its personnel in compliance with applicable securities laws. In general, whenever Insight is in possession of MNPI regarding a security or its issuer, Insight’s personnel will be restricted from trading in or rendering advice with respect to such security, or securities of the issuer, until such time as Insight determines the information is no longer deemed to be MNPI. Insight maintains a “restricted list” of issuers whose securities cannot be purchased or sold. Where Insight or its personnel are in possession of MNPI with respect to an issuer or security, Insight will restrict the trading in Client and employee accounts for a time period consistent with its compliance policies and procedures. These restrictions may adversely affect Insight’s ability to implement its investment strategy for certain accounts. For instance, certain accounts may be delayed in purchasing a security at a lower price during a period when the associated issuer is on the restricted list and may not be able to sell a security as quickly as it might otherwise have wanted to if such restriction were not in effect – even when Insight believes it is in the Client’s interest to do so. Certain areas of Insight may seek access to MNPI as part of the management of their accounts. For example, loan and distressed debt teams within Insight seek to lawfully utilize MNPI in the management of their accounts. Insight’s MNPI policies and procedures set forth the steps that must be taken before MNPI may be acquired intentionally by Insight. In determining whether to acquire MNPI, Insight will seek to balance the interest of its Clients and will consider factors including, but not limited to, whether the issuer also issues public securities, the size of the existing position in such public securities across Insight-managed accounts, and whether other areas in Insight anticipate buying or selling public securities of the same issuer in the foreseeable future. Additional potential conflicts of interest arise whenever Insight intentionally acquires MNPI because doing so may restrict Insight from providing advice with respect to the other securities of such issuer, thereby limiting the universe of securities Insight may purchase or sell. Conversely, where Insight declines to accept MNPI that it would otherwise be entitled to receive, Insight may be at a disadvantage because it will only have access to public information when evaluating the purchase or sale of such private investments. Interest in Client Transactions While each of the following types of transactions present conflicts of interest for Insight, as described below, Insight seeks to manage its accounts in a manner consistent with applicable law, and Insight follows policies and procedures that are reasonably designed to treat Insight Clients fairly and to prevent any Client or group of Clients from being systematically advantaged or disadvantaged. Principal Transactions Principal transactions are generally defined as transactions in which an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys a security or other investment from, or sells a security or other investment to, any Client. Under INA’s policies and procedures, it does not effect such principal transactions. A principal transaction may also be deemed to have occurred if a security is crossed between an Insight or BNY Affiliated Fund and another Client account. 40 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC It is INA’s policy that neither it nor any of its officers or directors will, as principal, buy securities for themselves from, or sell securities they own to, any Client. However, INA is part of a large diversified financial organization, which includes banks and broker-dealers. As a result, it is possible that a related person other than its officers and directors may as principal, purchase securities from, or sell securities to its Clients. Cross and Agency Cross Transactions Although INA is not obligated to do so, from time-to-time it may determine that it is in the best interests of Clients to effect a transaction of securities directly between or among Clients (a “cross trade”) rather than effecting the transaction in the open market. For example, INA could determine that a cross trade would result in better, more immediate execution or reduced transaction costs. Cross trades present conflicts of interest because INA represents both the buying and selling accounts. In order to mitigate these conflicts, INA has adopted policies and procedures regarding cross trades that require (among other things): (i) cross trades may be effected only where INA has determined the transaction is in the best interests of all participating Clients; and (ii) that the cross trade is effected at an independently-determined current market price, which may be based on market quotations, bids and offers from broker-dealer counterparties, or prices provided by independent third-party pricing vendors Cross trades will only be effected by INA as permitted under applicable law and regulation and where consistent with Client restrictions or instructions. In general, INA does not execute cross trades involving ERISA or registered investment company accounts. INA does not receive any additional compensation for effecting cross trades. Cross trades may be effected directly through Client custodians or facilitated by third parties, who may charge a nominal fee to effect the settlement of the cross trade. As policy, INA does not engage in agency cross transactions, which occur when an investment adviser (or its affiliated person) acts as a broker for both an advisory Client and another party (buyer/seller) in the same trade. In addition, INA blocks trading with BNY Affiliated broker dealers in order to prevent inadvertent agency cross trades. Agency Transactions Involving Affiliated Brokers Neither Insight nor any of its officers or directors, acting as broker or agent, effects securities transactions for compensation for any Client. Insight is part of a large diversified financial organization that includes broker- dealers. As a result, it is possible that a related person, other than Insight’s officers and directors, may, as agent, effect securities transactions for Clients for compensation. Please also see Items 10 and 12 for additional information relating to Affiliate arrangements and regarding purchases of securities in an offering where an Affiliate acts as underwriter or a member of the underwriting. Please also see Schedule D, Section 7A of INA’s Form ADV Part 1A for a list of INA’s related person broker-dealers. Conflicts Relating to the Selection or Recommendation of Stable Value Contract Providers The interests and business relationships of INA and its personnel create potential conflicts in the selection or recommendation of stable value contract providers, or the determination to increase allocations of assets to or withdraw assets from stable value contract providers on behalf of Clients. INA makes determinations or recommendations regarding stable value contracts providers consistent with its fiduciary duties and the investment processes described in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. INA may derive benefits from certain decisions made in respect of stable value contract providers. Interests in Recommended Securities/Products INA does not maintain proprietary trading accounts and does not engage in speculative trading for its own account. However, INA invests in money market funds and trades instruments for hedging FX and other exposures relating to its own revenue and expenses. Further, Insight and its respective employees from time to time manage and/or invest in seeded accounts or pooled investment vehicles, which are typically funded with capital from BNY and may be used as part of proof of concept for new strategies. As a result, INA and its Insight Affiliates may recommend securities to Clients, or buy or sell securities for Clients, at or about the same time that INA and its Insight Affiliates buy or sell the same securities in seeded accounts. These practices may give rise to a variety of potential conflicts of interest, particularly with respect to aggregating, allocating and sequencing securities being purchased on INA or an Insight Affiliate’s behalf and the Clients’ behalf. For example, INA employees could have an incentive to cause a Client or Clients to participate in an offering because they desire to participate 41 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC in the offering on their own behalf and would otherwise be unable to meet the minimum purchase requirements. Likewise, INA could have an incentive to cause its Clients to participate in an offering to increase Insight’s overall allocation of securities in that offering, or to increase Insight’s ability to participate in future offerings by the same underwriter or issuer. Allocations of aggregated trades might likewise raise a potential conflict of interest as Insight may have an incentive to allocate securities that are expected to increase in value to Insight. In order to mitigate potential conflicts of interest during trade execution, INA maintains policies, procedures, and controls to help ensure fair and equitable allocation, aggregation, and sequencing of trade orders for INA managed Clients. Please see Item 12 for a discussion of INA’s brokerage practices and Aggregation and Allocation policy. INA effects purchase and sales of securities that are underwritten in part by Affiliates (as part of a broader syndicate of underwriters) for Client accounts if such purchase or sale is in accordance with the Client’s guidelines and applicable law. In addition, INA or a related person may purchase securities in certain CITs and structured products that Insight manages and for which Insight may serve as sole director or managing member. INA may receive an investment management fee in its capacity as investment adviser or sub-adviser and related persons (including Affiliated broker-dealers) may receive certain amounts associated with placement agent fees, custodial fees, administrative fees, loads, or sales charges. Investments by Related Persons and Employees Insight and its existing and future employees, board members, and Insight Affiliates and their employees may from time to time invest in products managed by Insight. Insight maintains policies and procedures to address conflicts of interest created by such investments. Insight is part of a large diversified financial organization that includes banks and broker- dealers. As a result, it is possible that a related person may, as principal, purchase securities or sell securities for itself that Insight also recommends to Clients. Insight does permit its employees to invest for their own accounts within the guidelines and restrictions of the Code, as described above. For more information, please see “Interests in Recommended Securities/Products” in Item 11. Purchases of New Issue Securities with Underwriting and/or Trustee/Administrative Services Provided by an Affiliate As disclosed in Item 10, BNY Affiliated broker-dealer and bank entities act as an underwriter, as a member of an underwriting syndicate, and/or as trustee for certain new issue securities during the normal course of business. This may create an incentive for INA to purchase these new issue securities, as it generates additional compensation to such BNY Affiliates. INA maintains policies and procedures regarding purchases of securities in offerings in which BNY is acting in such capacities INA, through its affiliation with BNY, has obtained an exemption from the U.S. Department of Labor that provides relief from restrictions under ERISA with respect to participating in affiliated underwritings (DOL PTE 2009-13). To rely on the exemption, ERISA Clients must provide written consent, and the transaction must comply with applicable provisions stated in the exemption. Environmental, Social, and Governance (“ESG”) Conflicts of Interest Insight’s ESG ratings arere used to help construct portfolios for Clients and investors seeking to invest in line with specific ESG criteria. These may also involve client-directed sector exclusions or a bias in favor of specific metrics, as well as client- directed requirements for proactive engagement on ESG issues. A conflict of interest exists when an Insight Affiliate publishes ESG ratings of an issuer that is an actual or potential Client of INA or its Insight Affiliates. Insight’s ESG ratings are created by using a wide range of data including detailed modelling, qualitative analysis and its own proprietary research, to generate corporate ESG ratings that aim to highlight material risks. The Insight ESG ratings are overseen by a team of ESG professionals that are independent of the portfolio management teams that are responsible for managing Client portfolios. 42 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 12: Brokerage Practices Broker Selection In most cases, INA has the authority to direct transactions on behalf of Clients to broker-dealers it selects from an approved counterparty broker list (“ACL”), which is reviewed regularly by Insight’s Counterparty Credit Committee (“CCC”). INA trades through counterparties from the ACL and counterparties are subject to an approval process. The full approval process includes sponsorship from the relevant investment division and a cross-functional due diligence review before being presented to the CCC for consideration and formal authorization. The CCC considers whether there are potential conflicts of interest present before authorizing the use of a particular counterparty. For certain other types of trades, INA also maintains an expedited process to allow for trades where limited broker coverage is in place but INA does not intend to use the counterparty on a regular basis prospectively. As part of the approval process, Insight reviews the credit ratings of counterparties at initial approval and monitors their credit ratings regularly after approval. In executing trades, INA seeks best execution of such transactions. When seeking best execution, INA considers the full range and quality of a broker-dealer’s services including the price, cost, speed, likelihood and timeliness of execution and settlement, and the size and nature of the order. In addition, when choosing brokers INA considers the broker’s trading expertise, reputation and integrity, facilities, financial services offered, reliability both in executing trades and keeping records, fairness in resolving disputes, value provided, execution capability, financial responsibility and responsiveness to Insight. As described in Item 10, Insight operates coordinated trading desks between London, Boston, and New York whereby investment decisions made by one Insight entity are delegated to another Insight entity for implementation and execution. This arrangement allows INA to operate across multiple time zones, thereby extending the daily trading hours for INA and facilitating access to a greater number of markets. The use of an Insight Affiliate to execute trades under this delegation arrangement does not alter or change the entity that makes, and is accountable for, the investment decisions for the account. Soft Dollar Arrangements INA does not currently participate in soft dollar transactions or arrangements. Transactions in fixed income securities recommended by Insight do not involve brokerage commissions. However, INA may receive economic benefits such as research and other products or services (excluding execution) from a broker-dealer or third party in connection with Client securities transactions but does not pay higher commissions or spreads thereafter for fixed income securities transactions. The reasonableness of compensation for a particular transaction is determined by reference to competitive bid and ask quotations or relevant execution benchmarks. INA has a fiduciary obligation to seek best execution for each Client trade. Other Brokerage Practices Conflicts of Interest Certain brokerage practices may lead to an actual or potential conflict of interest when selecting broker-dealers to execute Client trades. These conflicts are described below: Compensation for Client Referrals • INA does not provide compensation to broker-dealers with which it trades in exchange for referral of potential investment management Clients. Brokerage for Client Referrals • INA does not direct securities transactions to broker-dealers in exchange for referral of potential investment management Clients. Brokerage for Sale of Fund Shares • INA does not direct securities transactions to broker dealers in exchange for their recommendation, distribution, or sale of shares in Funds for which Insight acts as an adviser or sub-adviser. 43 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Affiliated Broker-Dealers Where INA selects the broker to effect purchases or sales of securities for Client accounts, INA will utilize unaffiliated broker-dealers to execute trades. INA maintains broker selection policies and procedures that require its selection of a broker-dealer to be consistent with its duty to seek best execution, and subject to any Client and regulatory requirements and restrictions. Please see Item 10, Other Financial Industry Activities and Affiliations for more information regarding INA’s practices with respect to BNY Affiliated broker-dealers. Directed Brokerage At times, a Client may instruct INA to execute certain trades in their portfolio with a specified broker-dealer (“directed brokerage”). In these cases, INA may have limited ability to negotiate prices or obtain volume discounts. In addition, in meeting the Client’s brokerage directive, INA may not be able to aggregate these transactions with transactions INA executes for other Client accounts that it manages, and INA may delay placing orders for directed accounts until its orders for other accounts have been completed. As such, under directed brokerage arrangements, INA's duty to seek best execution is substantially reduced, if not entirely. Where directed by a Client to utilize a specific broker-dealer, INA is not obligated to seek competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs will be determined by the specified broker-dealer. Consequently, directed brokerage may hinder the Client's ability to achieve the best execution available for a particular trade, resulting in an increased cost borne by the Client. Aggregation of Orders/Allocation of Trades Aggregation In general, INA executes purchase and sale orders, including in newly issued securities, on an aggregated basis across INA Clients, as well as with orders placed on behalf of Clients of other Insight Affiliates or BNY Affiliates, subject to its best execution obligations. INA will aggregate orders only where it believes aggregation overall will result in more favorable executions. While concurrent aggregations could potentially be either advantageous or disadvantageous to any one or more particular Clients, trade orders will only be aggregated when INA believes that doing so will be in the best interest of the affected Clients. Executions of aggregated orders will be pre-allocated and in accordance with the originally intended allocation at the time of the trade. In the event that an order is only partially filled, the executed order will generally be allocated on a pro-rata average price basis based on the original allocation. However, there may be circumstances where a pro-rata allocation may no longer be feasible. For instance, where the total allocation is significantly scaled back, Client holdings may be rendered uneconomic or below the normal market size for subsequent trading if allocated prorata. INA is not obligated to include any Client in an aggregated order. Transactions for any Client may not be aggregated for execution if the practice is prohibited or inconsistent with that Client’s IMA. The aggregation of orders could lead to a conflict of interest in the event an order cannot be entirely fulfilled, and Insight is required to determine which Clients should receive executed securities and in what order. INA will generally endeavor to aggregate and allocate orders in a manner designed to help ensure that no particular Client is advantaged or disadvantaged and that participating Clients are treated in a fair and equitable manner over time. Importantly, INA is not obligated to aggregate orders across INA clients and/or Clients of other Insight or BNY Affiliates, particularly where different investment teams make discretionary investment decisions separately with respect to different groups of INA clients. This applies with respect to both new issue and secondary market transactions. In these cases, orders will be executed separately, and INA may achieve different execution results. Allocation of Investment Opportunities INA serves as an investment adviser for several Clients and faces conflicts of interest when allocating investment opportunities among such Clients as described in Item 11 herein. Clients generally pursue specific investment strategies, many of which are substantially similar. INA expects that, over longer periods of time, most Clients pursuing similar investment strategies will experience similar, but not identical, investment performance. Many factors affect investment performance, including but not limited to: (i) the timing of cash deposits and withdrawals to and from an account; (ii) the 44 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC fact that INA may not purchase or sell a given security on behalf of all Clients pursuing similar strategies; (iii) price and timing differences when buying or selling securities; and (iv) the Client’s own different investment restrictions. INA considers many factors when allocating investment opportunities among Clients, including but not limited to Clients’ investment objectives, applicable investment restrictions, the type of investment, the number of securities purchased or sold, the size of the account, the amount of available cash, and the size of an existing position in an account. Clients are not assured of participating equally or at all in a particular investment opportunity. INA maintains Illiquid Asset Operational Guidelines, which are utilized by portfolio personnel when allocating investments in illiquid assets on behalf of Clients and Funds. “Illiquid Assets” are defined broadly as a new investment in a deal that cannot easily or quickly be sold or converted to cash at issuance or is deemed private in nature (for example by way of settlement, club or limited syndication or bilateral/private). Client accounts that require specific Client consent for each Illiquid Asset will be treated the same as fully discretionary accounts for the purposes of determining allocations. If such an account is allocated an investment opportunity and the Client ultimately does not provide consent to such investment, that account’s allocation may be redistributed to other Clients. Investments in Illiquid Assets will be allocated to eligible Clients except for: • Accounts that are deemed to be fully invested. These will typically, but not always, be over 95% invested with future orders taken into account. These accounts may receive less than a pro rata share of Illiquid Assets. • Accounts that are deemed to be under invested / ramping. These accounts will typically, but not always, be under 80% invested with future orders taken into account. These accounts may receive more than a pro rata share of Illiquid Assets. • Accounts that are restricted to a single asset type or have a narrower investment universe (for example, an account that can only invest in investments denominated in a particular currency) may be, but not expected to always be, allocated a greater share of an Illiquid Asset. • Where the initial application is significantly scaled back resulting in the circumstances described above, the order will be reverted back to the department head or his/her delegate who will then re-allocate and re-approve the order based on the scaled back allocation. This will constitute a new investment management decision and as a result may not include all of the Clients who were included in the initial allocation. Changes in allocation away from pro-rata as a result of the scale back must be notified to Insight Compliance prior to execution. Municipal Bonds Municipal Bonds strategies generally follow specific allocation policies and procedures that are based on demand due to the nature of the asset class and high level of activity in the primary market. Weekly, Portfolio Managers provide municipal securities traders with a report that highlights portfolios that have cash to invest or specific investment strategy targets (“Municipal Bond Program Update”). Traders seek to source bonds based on demand noted in the Municipal Bond Program Update and pre-allocate pro-rata (current weighting and cash availability) based on demand. Allocation records relating to the trade are captured within INA’s order management systems. Systematic Fixed Income Systematic Fixed Income strategies primarily execute overall portfolio trades comprised of a large number of fixed income securities. These strategies are subject to the Insight Trade Aggregation and Allocation Policy. Trade orders placed on behalf of Systematic Fixed Income strategies generally are not aggregated with trade orders placed for other strategies. Stable Value Stable Value trades are subject to Insight’s Trade Aggregation and Allocation Policy with both portfolio management and trade execution activities performed by Portfolio Managers. Stable Value uses a combination of book value insurance wrap contracts and market value bond portfolios to execute the strategy. When starting a new insurance wrap contract for a Client, INA will submit a packet of Client specifications to several insurance wrap providers. Once all bids are received, the Portfolio Manager will determine which insurance wrap provider is most appropriate based on the Client’s investment needs and objectives. Once that decision is made, a contract will be negotiated and ultimately signed by the trustee and the trade executed. Allocation records relating to the trade will be documented within INA’s order management systems. 45 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Allocation of New Issues When allocating securities in a new issue, INA may allocate a different percentage or amount of securities for Clients, depending on each Client’s strategy, investment objectives, and risk tolerance. In general, INA allocates new issue securities pro rata among all participating accounts. However, INA may also take into account Client specific factors, including, but not limited to, the appropriateness of the new issue in light of a specific Client’s risk tolerance, available cash, investment objectives, restrictions and strategy. Consequently, some Clients (i) may be allocated more or fewer new issue securities than others depending upon the circumstances; or (ii) not participate in one, multiple or any new issue transactions. In certain cases, different investment teams within INA, which trade in the same asset class, will make investment and execution decisions for their designated Clients separately. Specifically, separate determinations may occur among different investment teams with respect to participation in new issues. Management of Discretionary and Non-Discretionary Accounts INA provides investment advice to Clients on either a discretionary or a non-discretionary basis. Where INA advises Clients on a discretionary basis, and subject to Client consent, it may determine to delegate to an Insight Affiliate any of its functions, responsibilities or authorities under an IMA with a particular Client, including any investment services or any operational function that is critical or important to the performance of any investment services to be provided by INA, and may provide information about the Client to any person to whom functions have been delegated. However, INA will notify the Client of any delegation wherein the function exercises the whole or substantially the whole of its discretionary investment management power and authority. In connection with these delegations, INA acknowledges to its Clients that is responsible for the actions of any such Insight Affiliate delegee to the same extent that it would be liable to the Client under the terms of the IMA as if such actions were taken directly by INA. Where INA advises Clients on a non-discretionary basis, INA will make a trade recommendation to a Client and, if the Client accepts such recommendation, the Client will either effect the transaction on its own behalf or direct INA to enter into the trade on its behalf. When a recommendation is formulated, the INA Portfolio Manager will contact a non- discretionary Client and await confirmation from the Client before entering into a transaction for the Client’s account. Therefore, non-discretionary advisory Clients may not be able to implement INA’s recommendations as quickly as INA implements such recommendations on behalf of discretionary advisory Clients. In certain cases, due to maturities, availability of cash, redemption notice deadlines or other reasons, this may result in non-discretionary advisory Clients being unable to act on INA’s recommendations at the same time INA acts on behalf of its discretionary advisory Clients. In addition, as time passes between when the Portfolio Manager makes the recommendation and when the Portfolio Manager receives a response from the Client, certain investment opportunities may no longer be available, or the market may have changed such that INA no longer recommends the transaction. For these reasons, significant differences in the performance between non-discretionary and discretionary advisory Clients pursuing the same or similar investment strategies may occur. Trade Errors INA has adopted policies and procedures with respect to the identification, escalation, and resolution of trade errors (the “Trade Error Policy”). The Adviser’s Trade Error Policy seeks to ensure that appropriate care is taken in implementing investment decisions on behalf of Clients, potential trade errors are identified and reported promptly, and each identified error is corrected appropriately and in a timely manner. Errors may result in gains as well as losses. In calculating potential reimbursement amounts to Clients in connection with an error, INA generally will not consider lost opportunity cost or the tax implications for, or the tax status of, an affected Client. Subject to INA’s discretion, losses may be netted with gains arising from a single incident or a series of related incidents (including for the avoidance of doubt, or incidents stemming from the same root cause) and will not exceed amounts in relation to an appropriate replacement investment, benchmark or other relevant product returns. Generally, unless otherwise stated in writing, violations of Client-imposed investment restrictions due to passive market movements or other factors beyond INA’s reasonable control will not be considered trade errors and will not result in reimbursement to Clients. Please refer to Item 10 for information on INA’s trading arrangements. 46 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 13: Review of Accounts INA’s investment teams and Portfolio Managers are responsible for implementing portfolio strategy and monitor Client accounts on an ongoing basis. As such, the management of Client accounts by INA’s advisory persons results in regular reviews during which the performance of an account is compared with the Client’s most current mandate objectives and stated risk tolerance. Reviews are also typically conducted periodically to determine if/how significant changes to the Client’s circumstances could potentially impact investment objectives. Additional reviews may be conducted at the request of the Client. In addition to the ongoing review of Client accounts performed by INA’s investment teams during the normal course of business, INA additionally performs pre-trade checks leveraging its internal portfolio compliance system in which orders are reviewed for alignment with Client-imposed investment restrictions and guidelines. Potential breaches are systematically highlighted to the Portfolio Manager before trade orders are executed in the system, helping to prevent exceptions to Client restrictions and guidelines and applicable regulations. In addition, INA’s guideline monitoring team leverages the same portfolio compliance system to review system-generated alerts daily for potential exceptions to Client restrictions and guidelines. This process identifies potential instances in which either trading activity or external events (such as a default, downgrade, or more frequently a market movement in the value of an asset) has led to potential exception to Clients’ defined investment restrictions and guidelines. These alerts are reviewed and escalated to the Portfolio Managers, who in turn review and help determine whether corrective action is needed. On an ongoing basis, Insight’s Investment Risk Team monitors the positioning of each Client portfolio and its performance, volatility, tracking error, duration, spread duration, beta, etc. This information is circulated to designated Portfolio Managers to help support their ongoing review and management of Client accounts and reviewed by INA’s US Investment Risk Governance Committee. INA provides written investment reports to Clients on no less than a quarterly basis. These reports are strategy specific and typically include information with respect to investment performance and risk analysis. Clients will also receive quarterly account statements directly from their custodian, which typically include positions, transactions, and fees pertaining to the Client’s account. 47 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 14: Client Referrals and Other Compensation As stated in Item 12, INA does not currently participate in any soft dollar arrangements. However, the Adviser may receive certain economic benefits such as access to research and other products or services (excluding execution) from broker- dealers and other third parties in connection with Client securities transactions but does not pay higher commissions or spreads thereafter on securities transactions. INA does not currently utilize unaffiliated solicitors for the ongoing referral of prospective Clients to INA. In the event INA enters into a solicitation arrangement in the future with one or more third parties for the referral of prospective Clients, INA would memorialize each arrangement in a written contract describing the terms of the engagement, including provisions for the supervision of the solicitor by Insight and a description of the fees to be paid to the solicitor. Each solicitor retained by INA would provide all persons solicited with a written statement disclosing the solicitor’s capacity, compensation arrangements and other required information and would also furnish INA’s Disclosure Brochure. In connection with certain transactions, including business combinations and acquisitions of fund or separately managed account business from other investment advisers, the counterparty may be deemed to be acting as a type of promoter or solicitor on behalf of INA. These arrangements create a conflict of interest in that such promoters or solicitors have a financial incentive to recommend that clients transition to INA, as such acquisitions typically require that in order for the seller to receive agreed upon compensation, a certain percentage of the underlying clients either (i) consent to the assignment of their investment management agreements to INA or (ii) remain invested in the fund or product post- acquisition. The counterparty has an incentive to describe INA favorably when making outreach to such clients, even if a different investment adviser might better align with underlying clients’ investment objectives and overall needs. INA seeks to mitigate these conflicts by ensuring that prospective clients are provided with this Brochure and a separate solicitor disclosure document (if required) that clearly outlines the compensation arrangement. Some Clients retain consulting firms to assist them in selecting investment managers. INA and/or its Insight Affiliates may have business relationships with consulting firms that recommend Insight to their Clients. Some consulting firms provide services to both those who hire investment managers and to investment management firms. INA and/or its Insight Affiliates may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where Insight believes those services will be beneficial in operating its investment management business. Neither Insight nor its Insight Affiliates pay referral fees to consultants unless Insight has appointed them as a placement agent or, subject to law and regulation, pursuant to an arrangement between the consulting firm and the Client or prospective Client. From time to time, INA participates in request for proposals (“RFPs”) issued by certain third party, unaffiliated consultants conducting a search for an investment manager. If INA responds to the RFP and is awarded the mandate from the prospect, INA may, in certain limited circumstances, pay a portion of its management fee to the third-party consultant hired by the prospect. The portion of the fee paid to the third-party consultant is disclosed to the prospect. Affiliated Solicitors and Placement Agents INA pays referral fees to its Insight Affiliates and certain BNY Affiliates for referrals that result in investment management business for INA. Referral fees may be based on revenues and may be a one-time payment or paid out over several years. INA and its Insight Affiliates also participate in the BNY Incentive Compensation Plan, which presents certain conflicts of interest; these are described under ‘Affiliated Placement Agents’ in Item 10, above. Gifts and Entertainment In the ordinary course of business, INA sends corporate gifts or pays for meals and entertainment for individuals at firms that do business with INA or its Insight Affiliates. From time to time, INA employees also receive reasonable corporate gifts, meals and entertainment. The giving and receipt of gifts and entertainment are subject to limitations under INA’s Code of Ethics and Gift and Entertainment Policy, among other policies, which include pre-approval and reporting requirements. 48 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 15: Custody Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) defines custody to include a situation in which an adviser or a related person holds, directly or indirectly, Client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by an adviser. INA Clients must place their assets with (and engage with) a qualified custodian and will direct INA to utilize the qualified custodian for clearing and settling the Client’s transactions. On at least a quarterly basis, Clients will receive an account statement from the qualified custodian identifying the amount of funds in each security in their respective accounts at the end of the period, as well as all transactions in the account during that period. INA will also separately distribute account statements (among other reports) to Clients on at least a quarterly basis. Clients are strongly urged to review the statements received from INA and to compare them with those sent by their qualified custodian. Certain Client funds or securities managed by INA are held by qualified custodians owned and controlled by BNY, which are related persons of INA. As such, INA may be deemed to have custody of Client assets solely because its related persons hold Client assets. However, INA relies upon exemption from additional custody requirements under the provision that the Adviser and its related person custodians are operationally independent from one another. In certain cases, INA is deemed to have limited custody of Client assets and accounts because of the Adviser’s ability to facilitate (through a qualified custodian) the movement/deduction of Client funds to a third-party on a recurring basis for the payment of investment advisory fees. For certain other Client relationships, INA is requested to facilitate (through a qualified custodian) the movement of client funds to a third-party on behalf of the Client, which are irregular in frequency and/or direction. In such instances, the Adviser is deemed to have custody over those Client assets and accounts and is subject to Custody Rule’s annual surprise examination requirement. An independent public accountant conducts an annual audit to verify that INA is safeguarding those Client assets and accounts for which it has deemed custody in accordance with paragraph (a)(1) of Rule 206(4)-2. Please note that INA does not maintain physical possession of Client assets held in separate accounts. As described above, INA’s Clients independently select a qualified custodian with which they contract directly. INA’s authority to instruct the Client’s custodian is limited to that granted by the Client to INA in the Advisory Agreement and is generally limited to clearing and settling of Client transactions and the debiting of investment advisory fees. In the event Client funds or securities are inadvertently received by INA, INA will promptly return the assets to the sender (the Client or the Client’s custodian, as appropriate within 72 hours of inadvertent receipt. 49 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 16: Investment Discretion INA typically accepts discretionary investment authority over Client assets and exposures for separate accounts, subject to Client-imposed investment restrictions. Clients must grant this discretionary authority to the Adviser in writing via an IMA. Such discretion is exercised in a manner consistent with the stated investment objectives and guidelines associated with the Client account. INA also has discretionary investment authority over Funds, each of which has an investment objective and set of investment policies and/or guidelines (as described in the Funds’ offering documents). Therefore, INA cannot tailor the Investment Advisory Services or impose individual investment restrictions for underlying investors in these Funds. INA’s authority to trade securities and other instruments may also be limited by certain federal securities laws and by tax laws that require diversification of investments and favor the holding of investments once made. INA also maintains and provides advisory services to certain non-discretionary portfolios pursuant to an IMA. With respect to non-discretionary accounts, the Client is responsible for determining whether to implement INA’s advice and recommendations. For natural person clients, their grant of discretionary investment authority is durable and will continue despite their subsequent disability, incapacity, incompetence, or death. In the event of their death, disability, incapacity, or incompetence, the Adviser will continue to provide the services described under the IMA and continue to charge investment advisory fees. until INA receives written notice from a person with established authority over the account to terminate it. Unclaimed balances will escheat to their state of residency per state guidelines. 50 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 17: Voting Client Securities Given the nature of INA’s investment strategies and the type of securities and financial instruments in which INA typically invests on behalf of Clients, in practice INA does not vote proxies for the majority of Client portfolio holdings. This is because INA generally deals in fixed income securities and derivatives rather than physical equities. A description of the voting process for the small portion of portfolio holdings that would potentially require proxy voting, and where its Clients have delegated that authority to INA, is set forth below under “Voting Process.” Please note that INA, in its sole discretion, may elect not to vote proxies on behalf of Clients depending on the projections of cost-benefit analysis as well as other operational or logistical considerations. For Clients whose assets are allocated to Funds, each Fund’s proxy voting procedures may differ. Investors should refer to the disclosure documents for each Fund regarding its specific proxy voting policies and procedures. While relatively infrequent, proxy voting matters for fixed income holdings primarily arise during corporate restructurings, consent solicitations, or when governance issues impact the issuer's ability to service debt. While bondholders generally do not vote for directors, they participate in voting on matters that affect the terms of their debt, such as changes to interest payments, maturity dates, or the removal of covenants. Common proxy voting matters for fixed income include: • Consent Solicitations: Requests to amend bond indentures, such as relaxing financial covenants (e.g., debt-to-equity ratios), altering interest payment dates, or changing maturity dates. • Mergers and Acquisitions: Voting on proposed restructuring, acquisitions, or corporate actions that may affect the company's credit quality or the security of the debt. • Changes to Capital Structure: Approval of increased debt issuance, changes to the debt seniority, or the creation of new preferred stock classes. • Default and Bankruptcy Restructuring: Decisions regarding the appointment of trustees, acceleration of debt after a default, or approving bankruptcy reorganization plans. • Proxy Contest/Contested Directorships: In specific cases, particularly if the debt is convertible to equity or the company’s governance failure directly risks solvency, bondholders may vote on director nominations or key management changes Voting Process Where Clients have delegated proxy voting authority to Insight, the firm seeks to actively exercise its rights and responsibilities on behalf of Clients and believes proxy voting is an essential part of maximizing shareholder value, ensuring good governance, and delivering investment performance aligned with Clients’ long-term economic interests. Insight is committed to supporting good governance practices and voting all proxies where it is deemed appropriate, responsible, and practical to do so for the relevant asset class. In such cases, Insight’s objective is to vote proxies in the best interests of its Clients consistent with its fiduciary obligations. To assist Insight professionals with implementing Insight’s proxy voting policy and procedures, Insight retains services of independent proxy voting services offered by third parties, Minerva and Institutional Shareholder Services (“ISS”), respectively (each a “Voting Agent”). With respect to Minerva, the Voting Agent’s responsibilities include monitoring company meeting agendas and items to be voted on as well as reviewing each vote against Insight’s Voting Guidelines in order to provide an analysis. The Voting Agent also identifies resolutions that require specific shareholder judgement – often relating to corporate transactions or shareholder resolutions. This enables Insight to review situations where the Voting Guidelines require additional consideration or assist in the identification of potential conflicts of interest impacting the proxy vote decision. The Chair of Insight’s Proxy Voting Group Committee (“PVGC”) will review for contentious resolutions and in the event of one will determine if an actual or potential conflict exists in which case the resolution will be escalated to Insight’s full PVGC. Voting decisions are communicated by Insight to Minerva as Voting Agent and submitted to shareholder meetings through a specific proxy. On a monthly basis, the Voting Agent provides reports on voting activity to Insight. With respect to ISS, which is generally leveraged to provide proxy voting services with respect to Insight’s separately managed accounts offered to retail investors, Insight has adopted ISS’s standard proxy voting policies and guidelines, 51 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC subject to approval and ongoing review by the PVGC to help ensure their continued alignment with the interests of Insight’s Clients and Insight’s fiduciary obligations. ISS’s responsibilities as Voting Agent include monitoring company meeting agendas and items to be voted and effectuating voting decisions on behalf of Insight and its clients after reviewing each vote against ISS’s proxy voting policies and guidelines (to which Insight has agreed). In all cases, INA retains the ability to override ISS’s voting recommendation or determination where it believes doing so is in the best interests of Clients. ISS also retains associated records on behalf of Insight and provides reports on voting activity. The PVGC is responsible for overseeing the implementation of voting decisions where Insight has voting authority on behalf of Clients. The PVGC meets at least semiannually, or more frequently as required. In ensuring that proxies are voted in the best interest of Clients, the PVGC will oversee the following proxy voting activities: – Casting votes on behalf of Clients – Voting Policy: Oversee and set the Proxy Voting Policy – Voting Guidelines (including ongoing review and approval of Voting Agent policies and guidelines) – Stewardship Code and Engagement Policy – Resolution Assessment – Performance of Voting Agents – Reporting in accordance with local regulations and standards – Conflicts of interest – Adherence to associated recordkeeping requirements Insight believes that effective stewardship requires protecting Clients against potential conflicts of interest and managing them with appropriate governance. To comply with applicable legal and regulatory requirements, Insight believes managing perceived conflicts is as important as managing actual conflicts. Clients may obtain, upon request, (i) a copy of Insight’s complete proxy voting policies and procedures and (ii) information on how proxies for their securities were voted. Please note that Insight will vote proxies only for Client accounts and strategies where clients have expressly granted authority in writing. For Clients and strategies without such authorization, Insight will not vote and clients will receive proxies directly from their custodian or the issuer. Class Action Litigation As a general matter, Clients are responsible for monitoring their portfolios and consulting with their own advisors and/or custodian to determine whether to pursue litigation claims or participate in class actions.. INA typically does not advise, initiate, or take any other action on behalf of Clients relating to securities held in the Client’s account in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). INA does not file proofs of claims relating to securities held in Clients’ accounts and does not assume responsibility for notifying Clients or Clients’ custodian of class action settlements or bankruptcies relating to their accounts. Typically, custodians submit filings in connection with class action settlements and may also handle bankruptcy filings. 52 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com  INSIGHT NORTH AMERICA LLC Item 18: Financial Information Neither INA nor its management has any financial commitments or circumstances that would reasonably impair the Adviser’s ability to meet its contractual or fiduciary obligations to Clients. INA has not been the subject of bankruptcy proceedings, nor has it been in a state of financial compromise. As stated in Item 5, INA will not retain fees in excess of $1,200 more than six months in advance of services rendered. Accordingly, INA is not required to deliver a balance sheet as part of this Disclosure Brochure. 53 INSIGHT INVESTMENT Insight North America LLC 200 Park Avenue, 7th Floor New York, New York 10166 www.insightinvestment.com