MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST

Brochure June 27, 2025 Macquarie Investment Management Business Trust Form ADV — Part 2A This brochure provides information about the qualifications and business practices of Macquarie Investment Management Business Trust (“MIMBT”). If you have any questions about the contents of this brochure, please contact us at (215) 255-2300. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. is available on the SEC’s website MIMBT is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about MIMBT at www.adviserinfo.sec.gov. 610 Market Street, Philadelphia, PA 19106 (215) 255-2300 www.delawarefunds.com  Item 2 — Summary of Material Changes The United States Securities and Exchange Commission (“SEC”) requires that Macquarie Investment Management Business Trust (“MIMBT”) provide our clients with a summary of any material changes made to MIMBT’s Form ADV Part 2A (the “Brochure”) since the date of our last annual update. Our goal when preparing our Brochure and this summary of material changes is to provide you with easy-to-understand “plain English disclosure,” using an easy-to-read format and definite, concrete, and understandable words. Below is a summary of the material changes to this Brochure since the June 28, 2024, annual update. We urge you to carefully review this summary of material changes and all subsequent summaries, as they contain important information about any significant changes to our advisory services, fee structure, business practices, conflicts of interest and disciplinary history. Please read the full brochure for additional information regarding the changes described below. A complete copy of MIMBT’s Brochure is available by calling (215) 255-2300. Our Brochure is also available free of charge on the SEC’s website at www.adviserinfo.sec.gov. • Item 8 – Appendix B, Risk of Loss Disclosures – Updates throughout to reflect new and expanded market and other risks. • Item 9 – Updated to reflect that MIMBT entered into a settlement agreement with the SEC consenting to an order (Settlement Order) relating to a legacy investment strategy, the Absolute Return Mortgage-Backed Securities Strategy (ARMBS Strategy). MIMBT no longer offers the ARMBS Strategy. MIMBT agreed to the Settlement Order without admitting or denying the SEC’s findings. • Item 10 – Updated to remove language associated with registrations of management persons as Futures Commission Merchants, Commodity Pool Operators or Commodity Trading Advisors to reflect MIMBT’s deregistration as a commodity pool operator and commodity trading advisor. • Item 10 – Updated to clarify that client accounts of Participating Affiliates could invest in the same securities in which client accounts of MIMBT invest. • Item 11 – Updated disclosure regarding MIMBT’s aggregation of client orders with affiliates and proprietary accounts. • Item 12 – Updated to reflect MIMBT’s approach to the aggregation and allocation of trades for client accounts, and to include disclosure regarding the correction of trade errors. 2  Item 3 — Table of Contents Item 2 — Summary of Material Changes .................................................................................... 2 Item 3 — Table of Contents .......................................................................................................... 3 Item 4 — Advisory Business ......................................................................................................... 5 Our Firm ................................................................................................................................. 5 Assets Under Management .................................................................................................... 5 Advisory Services and Individual Needs of Clients................................................................ 5 Delaware Management Company (“DMC”) ............................................................................ 5 Macquarie Investment Management Advisers (“MIMA”) ...................................................... 6 Defined Benefit Plans ....................................................................................................... 7 Endowments and Foundations ......................................................................................... 7 Delaware Capital Management (“DCM”) ............................................................................... 7 Macquarie Asset Advisers (“MAA”) ........................................................................................ 8 Macquarie Alternative Strategies (“MAS”) ............................................................................. 8 Delaware Investments Fund Advisers (“DIFA”) .................................................................... 8 CPG Fund Advisers (“CFA”) ................................................................................................... 8 Macquarie Private Fund Advisers (“MPFA”) ......................................................................... 9 Item 5 — Fees and Compensation ................................................................................................ 9 Delaware Management Company (“DMC”) ............................................................................ 9 Macquarie Investment Management Advisers (“MIMA”) ...................................................... 9 Delaware Capital Management (“DCM”) ............................................................................. 10 Macquarie Asset Advisers (“MAA”) ...................................................................................... 11 Macquarie Alternative Strategies (“MAS”)........................................................................... 11 CPG Fund Advisers (“CFA”) ................................................................................................. 11 Macquarie Private Fund Advisers (“MPFA”) ....................................................................... 12 Item 6 — Performance-Based Fees and Side-By-Side Management ......................................... 12 Performance-Based Fees ....................................................................................................... 12 Side-by-Side Management .................................................................................................... 12 Item 7 — Types of Clients .......................................................................................................... 12 Institutional Clients .............................................................................................................. 12 Retail Investors ..................................................................................................................... 13 Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss .................................. 13 Methods of Analysis and Investment Strategies .................................................................. 13 Risk of Loss ........................................................................................................................... 14 Item 9 — Disciplinary Information ............................................................................................. 14 Item 10 — Other Financial Industry Activities and Affiliations ............................................... 16 3  Affiliations and Conflicts of Interest .................................................................................... 16 Recommendation of Other Investment Advisers .................................................................. 19 Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................................................................................................................................... 19 Code of Ethics ....................................................................................................................... 19 Potential Conflicts Relating to Advisory Activities .............................................................. 19 Conflicts Relating to Cross Trades and Proprietary Accounts ............................................. 21 Conflicts Relating to Valuation of Securities ........................................................................ 22 Conflicts Relating to Investments in Affiliated Funds ........................................................ 22 Restrictions and Conflicts Relating to Information Possessed or Provided by MIMBT ...... 23 Material Non-Public Information and Insider Trading ................................................. 23 Information Barriers/Ethical Walls ................................................................................ 23 Other Trading Restrictions ............................................................................................. 23 Item 12 — Brokerage Practices .................................................................................................. 24 Research and Other Soft Dollar Benefits ............................................................................. 24 Brokerage for Client Referrals .............................................................................................. 25 Directed Brokerage ............................................................................................................... 25 Aggregation and Allocation of Trades .................................................................................. 25 Wrap Accounts ...................................................................................................................... 26 Item 13 — Review of Accounts ................................................................................................... 28 Content and Frequency of Reports Provided to Institutional and Wrap Clients ................ 28 Item 14 — Client Referrals and Other Compensation from Non- Clients ................................. 29 Compensation for Client Referrals ....................................................................................... 29 Item 15 — Custody ..................................................................................................................... 29 Item 16 — Investment Discretion ............................................................................................... 30 Item 17 — Voting Client Securities ............................................................................................ 30 Item 18 — Financial Information ................................................................................................. 31 APPENDIX A ............................................................................................................................ 32 APPENDIX B ............................................................................................................................ 42 4  guidelines. Item 4 — Advisory Business Our Firm Advisory Services and Individual Needs of Clients Investment Management Macquarie Business Trust (“MIMBT”) is a business trust organized under the Delaware Statutory Trust Act that consists of the following eight series: • Delaware Management Company • Macquarie Investment Management Advisers The services offered by the various series of MIMBT are described more fully below. In addition, MIMBT often tailors its investment advisory services to the individual needs of particular institutional clients through its investment advisory agreement with the client, written agreements regarding the client’s investment guidelines, objectives, and restrictions, or other written instructions. Delaware Management Company (“DMC”) Investments Fund • Delaware Capital Management • Macquarie Asset Advisers • Macquarie Alternative Strategies • Delaware Advisers (the to • CPG Fund Advisers • Macquarie Private Fund Advisers MIMBT has been in business since 1929 and is a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). the securities investment The DMC series provides investment and advisory services reinvestment of assets) registered investment companies or “funds” within Macquarie Funds (formerly Delaware Funds® by Macquarie), Optimum Funds and Macquarie ETF Trust, as well as to certain other affiliated funds and pooled vehicles. These services include professional portfolio research and management, investment trading analysis, and capabilities required to make all investment decisions for such funds, as well as managing fund assets on an ongoing basis and placing for the execution of securities orders transactions. (USA) fund assets, and MIMBT’s principal owners (those owning more than 25% of the firm) are Delaware Investments Management Company, LLC, Macquarie Management Holdings, Inc., Macquarie Affiliated Managers Inc., Macquarie Affiliated (USA) Managers Holdings Inc., Macquarie FG Holdings Inc., Macquarie Asset Management US Holdings Pty Limited, Macquarie Asset Management Holdings Pty Limited, and Macquarie Group Limited. fee and if DMC provides both direct investment management services, where it invests and reinvests indirect investment management services, where it identifies and hires sub-advisory firms with specific investment expertise to manage fund assets. When a sub-adviser has been engaged, DMC pays the sub- adviser out of its management supervises and monitors the activities of the sub-advisory firm. transaction is expected In April 2025, Macquarie Group Limited and Nomura Holdings Inc. announced an agreement to enter into a transaction consummated, Nomura whereby, Holdings Inc. will wholly own and control MIMBT. As of the date of this Brochure, the to be completed by the end of 2025. Assets Under Management DMC enters into an investment advisory agreement with a given fund. The advisory agreement is subject to periodic review and continuance (generally annually) by the fund’s Board of Directors or Trustees, as required under the Investment Company Act of 1940, as amended (the “1940 Act”). Each advisory agreement is terminable without As of March 31, 2025, MIMBT had assets under management of $164,320,917,908, all of which are managed on a discretionary basis pursuant to client 5  under an all-inclusive services to penalty, generally upon sixty (60) days’ notice by the fund’s Board or by DMC, and each terminates automatically in the event of its assignment (as that term is defined in the 1940 Act). Each fund’s board supervises and directs DMC’s provision of advisory services. or financial Macquarie Investment Management Advisers (“MIMA”) investment advisory services to certain clients fee arrangement known as a “wrap fee investment agreement.” MIMA provides clients who management generally do not direct trading of their account to a particular bank or a registered broker/dealer service a organization (also known as “wrap fee sponsors”). These types of accounts are also known as "free trading accounts.” traditional to services, MIMA investment In addition management offers asset/liability analysis services for pension plans, endowments, and foundations. These services attempt to manage a client’s assets relative to a future defined benefit pension liability or spending requirements. The MIMA series provides investment advisory services to large institutional clients domiciled in the U.S. and abroad, many of which are tax-exempt, and to insurance company general and separate include accounts. Clients of MIMA without limitation, pension and profit- sharing plans and endowment funds, domestic or international registered and unregistered pooled vehicles, as well as the nuclear decommissioning trusts of utility companies. investment company I of trading strategies, The MIMA series is also an investment manager for Macquarie Fund Solutions an (Société d'Investissement à Capital Variable) registered under Part the Luxembourg Law of 17 December 2010 concerning undertakings for collective investment in transferable securities (“UCITS”) (the “Law of 2010”). The Macquarie Fund Solutions funds are available to qualified, non-U.S. investors. MIMA provides investment sub-advisory services to other UCITS funds and ex- U.S. pooled vehicles. Certain MIMBT series, such as MIMA, Macquarie Asset Advisers (“MAA”) or Macquarie Alternative Strategies (“MAS”), offer transition management services to institutional clients seeking to transition their portfolio holdings from one investment manager from one to another and/or to another. Such investment strategy services may be provided in conjunction with a MIMBT series or an affiliate of MIMBT within the Macquarie Group, as well as third parties. The relevant MIMBT series may give advice to transition management clients regarding including recommending trading baskets of securities individual securities when rather than deemed to be in the best interest of such clients and to the extent consistent with applicable laws. MIMBT affiliates within the Macquarie Group may provide brokerage and other services, including referral services, to transition accounts of MIMBT series that have been authorized or directed by the transition management clients to use such affiliates to the extent consistent with applicable laws and may be compensated directly or indirectly for their services in accordance with applicable law. individuals conjunction with our In addition to the foregoing, MIMA serves as investment manager to the Macquarie Collective Investment Trust and Macquarie Collective Investment (together, the “Macquarie Trust II CITs”), each a collective investment of assets of participating tax qualified pension and profit-sharing plans and related trusts and other tax deferred entities and provides advisory services to high-net-worth (whose accounts are generally managed on a fully discretionary basis). On a limited basis, MIMA also provides MIMA provides these services on its own or traditional in investment management services, which are described elsewhere in this brochure. These financial services can be provided to 6  intermediaries or to their clients. Defined Benefit Plans and fixed income strategies. Certain wrap fee sponsors are also registered as investment advisers under the Advisers Act. involves Our asset/liability analysis assessing a client’s existing asset solution relative to its pension liabilities. We may include additional alternative asset solutions in the analysis. Some or all of the following factors may be considered in the analysis, among others: projected liability cash flow projections; liability return review and custom liability benchmarking; and modelling of asset returns. clients with receiving instructions. At is and can implementing effected only take In some circumstances, DCM enters into agreements directly with individual wrap fee clients using a wrap fee agreement. The purpose of these wrap fee agreements is to allow DCM to manage wrap fee client accounts and make investment decisions on behalf of the client as to which securities are bought and sold for the account, as well as the total amount of securities to be bought and sold at a given time. The discretionary authority granted to DCM may be limited by conditions imposed by wrap sponsors or wrap investment in their stated fee clients guidelines and objectives or using separate times, DCM’s written limited by discretionary authority directions from the wrap fee client to have transactions through designated registered broker-dealers. DCM into does not generally taxes consideration when making investment decisions for wrap fee clients. investments; request MIMA’s Certain traditional asset management services in connection the asset/liability analysis. These asset include services management developing a particular asset solution given the plan’s liability structure and funded status and the plan sponsor’s financial position and objectives. Examples of the asset management services include: liability long duration driven portfolio management; and excess alpha and investment correlation low strategies. Endowments and Foundations It should be noted that, in some instances, wrap account assets are invested in a money market mutual fund that is not managed by DCM. The expenses of investing in these funds will include management fees that are incurred in addition to any fees payable to DCM. endowments and regard to DCM also provides investment advisory services to wrap sponsors by providing a model portfolio of securities to wrap fee sponsors. The wrap fee sponsor typically has the full discretion with implementation of these model portfolios. the to implementing in fixed The model for our asset allocation service foundations for incorporates user-defined parameters including inflation and capital market assumptions to allow a client to assess projected asset and spending levels. Although is generally service marketed intermediaries, certain clients request our traditional asset management services in connection with receiving the asset allocation service. The include asset management services developing a and particular asset solution given the client’s projected spending goals. Delaware Capital Management (“DCM”) DCM also provides investment advisory services to fixed income wrap program participants. For the accounts of these clients, DCM generally does not execute any transactions income securities through a wrap sponsor or an affiliated broker of the wrap sponsor’s firm. For certain equity investment strategies, DCM will “trade away” from the wrap sponsor (or an affiliated broker-dealer of the wrap sponsor). This practice is unlike the typical wrap program practice whereby most securities The DCM series participates primarily in wrap fee arrangements that it enters with various wrap fee sponsors for equity 7  securities agreement is subject to periodic review and continuance (generally annually) by the fund’s Board of Directors or Trustees, as required under the 1940 Act. Each advisory or sub-advisory agreement is terminable without penalty, generally upon sixty (60) days’ notice by the fund’s Board or by DIFA, and each terminates automatically in the event of its assignment (as that term is defined in the 1940 Act). Each fund’s board supervises and directs DIFA’s provision of advisory services and, in cases where DIFA acts as sub-adviser, DIFA is also supervised by the separate investment advisory firm that acts as investment adviser to the fund. transactions are directed to and executed by the wrap sponsor (or an affiliated broker-dealer of the wrap sponsor) and the wrap fee paid by the client covers or includes brokerage transaction costs. As a result, any such “trade away” brokerage transaction costs of “trade away” transactions, (e.g., commissions, mark- ups and mark- downs) paid for fixed- income transactions and equity securities transactions effected for wrap program participants will not have been offset or reduced by wrap fees paid and will represent an additional cost to be paid by the wrap program participant (in addition to the wrap fee). CPG Fund Advisers (“CFA”) Macquarie Asset Advisers (“MAA”) The MAA series provides investment advisory services primarily to private CDOs and CLOs that are sold to large institutional investors. Macquarie Alternative Strategies (“MAS”) services primarily The MAS series provides investment advisory to institutional accounts and alternative investment portfolios, including on-shore and off-shore funds and products. The CPG Fund Advisers series was created to provide investment advisory services (the investment and reinvestment of assets) to registered investment companies or “funds” within the Central Park Group Funds, and potentially to certain other affiliated funds and pooled vehicles. These services include professional management, portfolio investment research and analysis, and the securities trading capabilities required to make all investment decisions for such funds, as well as managing fund assets and liquidity on an ongoing basis and placing orders for the execution of securities transactions. Delaware Investments Fund Advisers (“DIFA”) there are no plans to to Currently CFA does not act as investment adviser for any Central Park Group Funds transfer and management of any Central Park Group Funds to CFA. The DIFA series provides investment sub-advisory certain services registered investment companies or “funds” other than Macquarie Funds and certain other affiliated funds. These services include professional portfolio management, investment research and analysis, and the securities trading capabilities needed for making all investment decisions for such funds, as well as managing fund assets on an ongoing basis and placing orders for the execution of securities transactions. CPG Fund Advisers provides both direct investment management services, where it invests and reinvests fund assets, and indirect investment management services, where it identifies and hires sub-advisory firms with specific investment expertise to manage fund assets. When a sub-adviser has been engaged, CPG Fund Advisers pays the sub-adviser out of its management fee and supervises and monitors the activities of the sub-advisory firm. CPG Fund Advisers is the advisor to several continuously offered closed-end funds and to several closed-end funds that are no longer offered for sales. Other than one international fund, each of DIFA either enters into an investment advisory agreement with a given fund and/or into a sub-advisory agreement with the fund’s investment adviser. In each case, the advisory or sub-advisory 8  the funds managed by CPG Fund Advisers focuses on private markets securities. Macquarie Private Fund Advisers (“MPFA”) that DMC receives from the funds for which it serves as advisor or sub-advisor are disclosed in each fund’s prospectus, generally most fees are computed based on the average daily net assets of the specific fund. A copy of the appropriate prospectus is provided to clients prior to investment and is available free of charge upon request at any time. to expenses to the The Macquarie Private Fund Advisers investment advisory series provide institutional services primarily accounts and alternative investment portfolios, including private funds and products. As described in the fund prospectus, DMC from time to time agrees to waive fees and/or out-of-pocket extent necessary to limit the funds’ expenses to specified amounts. Item 5 — Fees and Compensation Macquarie Investment Management Advisers (“MIMA”) client account, enters standard in fees fully for The compensation paid to MIMA by each institutional including registered or unregistered pooled vehicles, is generally based upon a percentage of assets under management and may be subject to a minimum charge. Generally, the fee is based upon the market value of the account as of the end of each calendar quarter, although in some instances it can be based upon the account’s average quarterly assets, three month or four-month average. The fee structure varies from time to time as the advisory fees are subject to negotiation. In certain instances, a portion of the fee, which may be greater or less than the standard fee schedule, is calculated on a performance basis. Fees generally are calculated and some payable quarterly, monthly instances per client contract and will be prorated if a contract is terminated other than at quarter-end. Fees for institutional accounts are generally not billed in advance of services. A table of representative fee schedules is institutional accounts attached to this Brochure as Appendix A. or portfolio taxes, and MIMBT’s fees and compensation vary based upon the type of service provided. Clients generally have different fee arrangements. In addition, some clients have negotiated most favored nation clauses in their investment management agreements with MIMBT. These provisions generally require MIMBT to notify the client if MIMBT has entered or subsequently into a more fee arrangement with a favorable similarly situated or comparable client fee and offer the client the same fee The arrangement. structures and schedules currently in effect for the services offered by each of MIMBT’s series are described more fully below and in Appendix A, attached to this Brochure. Clients will generally incur brokerage for the transactions executed in their accounts as discussed in Item 12, “Brokerage more Practices.” Brokerage fees differ for MIMBT’s wrap fee clients as described below. In addition, clients typically will bear other costs associated with their accounts investments, including, but not limited to: (i) custodial charges, (ii) auditing fees, (iii) transfer agency fees, (iv) interest expenses, and (v) other duties governmental charges (if applicable). Delaware Management Company (“DMC”) The advisory and other fees and expenses that MIMA receives from ex-US pooled vehicles, including, but not limited to UCITS funds for which it serves as the advisor and sub- advisor are generally disclosed in the applicable prospectus. The compensation paid to MIMA by each fund varies, although most fees are computed based on the average daily net assets of the specific fund. The fees are accrued daily and paid monthly in The advisory and other fees and expenses 9  in the a fee is charged, the fee is typically not based on assets under management. funds’ expenses fund arrears. As described prospectus, MIMA from time to time agrees to waive fees and/or out-of-pocket expenses to the extent necessary to limit to the applicable specified amounts. accounts Compensation paid to MIMA by pooled vehicles it manages will generally be similarly structured and will be governed by and disclosed in an offering document or similar document. Fees for other investment management services, including investment management services provided to insurance company and separate (“Insurance Asset Management”) provided by MIMA are generally calculated as a percentage of assets under management and are payable in arrears. However, such fees are also typically negotiated on a case-by- case basis and vary between clients. the Delaware Capital Management (“DCM”) clients that receive The trustees of the Macquarie CITs pay MIMA directly investment for advisory and administrative services provided by MIMA to the Macquarie CITs. The trustee receives a fee, calculated daily, and paid monthly in arrears, for the trustee, management, investment advisory and administrative services provided by the trustee and MIMA. or more in investment the program; Advisory services provided to high-net- worth individuals are provided at fee rates that correspond to those outlined for institutional clients in Appendix A. MIMA clients may receive investment advisory services subject to wrap fee agreements similar to those utilized by MIMBT’s DCM series. Please reference the discussion of DCM’s wrap fees below for more information. client. MIMA investment DCM advisory services subject to a wrap fee agreement are generally charged a bundled fee by the wrap fee sponsor (referred to as a “wrap fee”) based upon a percentage of the market value of the account. This wrap fee generally covers portions of or all services for: (1) selection or assistance in the selection of advisers one participating (2) the investment adviser's fee to manage the client's portfolio on a discretionary basis or to provide a portfolio model; (3) brokerage commissions and, in some instances, dealer mark-ups or mark-downs for the execution of trades by the designated broker; (4) acting as custodian for the assets in the client's portfolio which also includes providing the client with trade confirms and regular (5) periodic evaluation and statements; comparison of account performance, and (6) continuing investment consultation on objectives. A wrap fee agreement may not include all fees described above and not all fees will be covered by the wrap fee (such as “trade-away” transactions). Please refer to the information relating to wrap accounts in Item 12, “Brokerage Practices.” Over time, the fee structures for these types of services vary as the advisory fees are subject to negotiation with the can be sponsor or compensated on a different basis with respect to other wrap fee programs, but under no circumstances will MIMA be compensated on the basis of a share of the capital gains upon, or the capital appreciation of, the assets under management. services, analysis, the For the vast majority of wrap accounts, the sponsor charges the fee to the client, rather than DCM. The sponsor calculates the fee to be paid to DCM based upon the negotiated fee contained within the contract between the sponsor and DCM. The fees received for investment advice to wrap programs vary depending on investment strategy selected, level of assets under management, MIMA charges clients a flat or other fee such for as certain asset/liability transition management services, or management of derivatives. The fee varies from time to time, as it is subject to negotiation and is fully waived in certain instances. If such 10  and other factors. administrator for each payment period, typically on a quarterly basis. If an account is terminated prior to a normal accrual period, the fee due will be calculated on a pro rata basis. Macquarie Alternative Strategies (“MAS”) The advisory and other fees and expenses that MAS receives from the private funds for which it serves as advisor are disclosed in each private fund’s offering documents, generally most fees are computed based on the average daily net assets of the specific fund. A copy of the relevant private fund offering document is provided to clients prior to investment and is available free of charge upon request at any time. In certain instances, the fee or a portion of the fee, which may be greater or less than the standard fee schedule, will be calculated on a performance basis. In addition, MAS reserves the right to waive or alter the fee, or a portion of the fee, on a discretionary basis. Delaware Investments Fund Advisers (“DIFA”) The advisory and other fees that DIFA receives from the funds for which it serves as sub-advisor are generally disclosed in each fees are fund’s prospectus, and most computed based on the average daily net assets of the specific fund. It is DIFA’s understanding that DIFA’s fund clients provide a copy of the fund’s prospectus to fund shareholders prior to investment and makes it available upon request at any time. For some wrap accounts, DCM has a direct contract with the client. In these cases, DCM calculates the fee due based on the fee schedule in place with the client. DCM generally will either bill the client or request the fee to be deducted from the client’s account and forwarded in payment of fees due. If an advisory contract is terminated prior to the end of the billing period, DCM will refund any fees paid in advance on a pro rata basis. The fee a client pays in a wrap fee program typically covers advice, trading done through the sponsor, custody, and reporting, but does not cover trades executed with a broker other than the sponsor, and other fees such as IRA fees, wire transfer fees, exchange fees, and mark-ups and mark-downs on fixed income securities. Certain investment strategies trade infrequently, resulting in the client paying a higher proportion of its wrap fee for non-trading services than if the client used an investment strategy that traded more frequently. In addition, some investment strategies incur additional trading costs, such as when DCM purchases shares in a non-US market and converts them to American Depository Receipts (ADRs) and incurs a conversion fee. This will result in the wrap client paying other fees in addition to the standard bundled fee. Over time, the fee structure for these types of services varies as the advisory fees are subject to negotiation with the sponsor or client. CPG Fund Advisers (“CFA”) Macquarie Asset Advisers (“MAA”) liquidated over the For providing certain management and administrative services to registered funds and registered fund of funds, CPG Fund Advisers receives directly from each Fund a monthly or quarterly fee, as applicable, based on the net assets or capital commitments of the Fund, in accordance with the investment advisory or similar agreement applicable to that Fund and as disclosed in each Fund’s offering documents. These fees are not negotiable by investors in the registered funds and registered fund of funds but are subject to periodic renewal by the Fund’s Compensation paid to MAA is generally calculated as a contractual percentage of the collateral asset value of the investment vehicle to which MAA provides services. This value fluctuates over time and is reduced as the collateral is life of the investment vehicle. The fee structures vary from time to time as they are subject to negotiation. Fees are payable in arrears and are generally deducted from trustee or clients’ assets by the 11  conformity with the Advisers Act and the available exemptions thereunder. In each instance where MIMBT charges a performance-based fee to a separate account client, MIMBT will seek a contractual representation from the client that it is qualified to be charged such a fee. MIMBT will also seek to disclose the risks to clients, including conflicts of interest and operation of the performance fee, usually in the investment advisory contract. Side-by-Side Management Board of Directors. For registered funds and registered fund of funds, CPG Fund Advisers does not receive any fees in advance of providing services and management fees are payable in arrears. Additionally, certain registered funds and registered fund of funds pay a fee to placement agents, distributors, sub- placement agents, dealers or selling agents out of the net assets of certain designated Fund shares or “units” based on the net asset value or capital commitments of such units as disclosed in a Fund’s offering documents. Macquarie Private Fund Advisers (“MPFA”) Performance-based increase is a Management of accounts with different fee arrangements can create a conflict of interest by incentivizing favoritism of the higher fee arrangement. fee arrangements such as those discussed potential conflicts of above interest because MIMBT, through its various series, manages accounts with such fee arrangements side-by-side with accounts that are charged a standard fee based on assets under management, or other non- performance-based fees. incentive With regard to the Access Funds and Fund of Funds, MPFA’s fees are based on the services it provides, the amount contributed or committed by investors and whether financial there intermediary, all of which is set forth in the confidential offering memorandum for the applicable Fund. Generally, MPFA will, as described in each Fund’s offering documents, receive an asset- based fee directly from a Fund based on assets under management or capital commitments, and, in certain cases, an incentive allocation based on net new profits, subject to a high-water mark. In the event that MPFA has received any fees in advance of providing services, it will, upon termination of its services, pro- rate and refund any excess amount. These fees are generally not negotiable by investors in the Access Funds. Item 6 — Performance- Based Fees and Side-By- Side Management or Interest Performance-Based Fees - Brokerage Practices into performance The existence of performance-based fee arrangements creates an for MIMBT to recommend investments that are riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor accounts paying higher fees over other accounts in the allocation of investment opportunities. To mitigate these conflicts, MIMBT has adopted policies and procedures reasonably designed to ensure that allocation decisions are not influenced by fee arrangements and investment opportunities are allocated in a manner consistent with MIMBT’s fiduciary obligations. See Item 11 - Code of Ethics, Participation in Client Transactions and Personal Trading and Item for more 12 information about how MIMBT addresses conflicts of interest related to portfolio transactions and trade allocation. fees are subject Item 7 — Types of Clients In some cases, MIMBT, through its series, enters fee arrangements with qualified clients and in certain cases, investors in private funds. Such to individualized negotiation with each in such client and are structured Institutional Clients 12  foundations, trusts, also by on-site MIMBT advises a variety of institutional clients, including individuals, registered and private funds both on and off-shore, unaffiliated off-shore and on-shore corporate and public pension plans, nuclear endowments, decommissioning collective investment trusts, collateralized debt obligation funds, hedge funds, sovereign insurance-related wealth funds, and accounts. MIMBT provides investment services to certain affiliates and acts as a sub-advisor to unaffiliated sponsors and investment products. and analysts devote the majority of their time to securities analysis. Prime sources of financial data include corporate annual and financial reports, the various manuals published by rating services, and financial data calculated by research services. Much of this information is available electronically and MIMBT often employs sophisticated computer technology to sift through the information effectively. Research regarding a prospective portfolio purchase may also be supplemented corporate interviews. Additionally, research-oriented brokerage houses can provide an important source of information used for this analysis, as do trade journals, financial newspapers, magazines, and the like. factors The minimum account size for our institutional client accounts varies based on a variety of including investment style and the nature of the client relationship but is generally $25 million or more. Retail Investors domestic consider many and provides closed-end funds, investment MIMBT management and related services to a wide variety of retail investors through funds, funds, mutual exchange-traded variable insurance portfolios, affiliates, mutual fund sub-advisory relationships, ex-U.S. pooled vehicles, alternative products, and separately managed accounts (“SMA”). MIMBT’s investment personnel utilize this substantial research platform to conduct the fundamental investment analysis upon which their advisory services are based. This analysis may factors, international including economic and political studies, industry and sector evaluations drawn from business cycle analyses, and the analysis of individual companies within industries and sectors. Additionally, any analysis or evaluation of bonds and fixed income securities may be based upon studies of credit worthiness of issuers, yield, call protection and other factors. providing investment individual consider The minimum account size for such retail clients varies based on a variety of factors, including prospectus limits, the type of product, and minimum account sizes that are imposed by financial intermediaries. SMA program clients generally must comply with a minimum initial account size imposed by the unaffiliated sponsor, which is typically $50,000 or more. Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies seeking to In order to provide advisory services to our clients, MIMBT's portfolio managers When advisory flexible services, MIMBT maintains a strategy designed to conform with various clients’ investment objectives, whether such objectives are growth, total return, current income, tax- exempt income, asset allocation, international or global, or stability of principal. In addition, a portfolio the manager will generally composition of the relevant benchmark index, as well as the composition of portfolios within a competitive peer group when constructing the portfolio for a fund. This method is designed to minimize both excessive volatility within the portfolio and wide divergence in performance versus the market in a given investment style or mandate, while produce consistently above- average long-term performance. 13  list of representative vehicles we advise are typically detailed in the offering memoranda and subscription documents related to each of those vehicles, which are listed in MIMBT’s Form ADV Part 1A. these Item 9 — Disciplinary Information each strategy A composites that are available to clients of MIMBT, including the material risks attendant to each strategy, is attached to this Brochure as Appendix B. In pursuing strategies, MIMBT recommends a variety of securities and does not limit its recommendations to a particular type of security although particular strategies will be invested in a more concentrated type of securities (e.g., specialty funds). Clients are strongly encouraged to review the information on risk of loss below, as well as the material risks attendant strategy to composite before investing. Risk of Loss of their objective. Clients From time to time the various entities within MIMBT receive requests for information, inquiries or other correspondence relating to regulatory investigations or law enforcement matters that have been designated as confidential or non-public by the issuing law enforcement agency. regulatory or MIMBT takes all such inquiries seriously and will fully cooperate with regulatory and law enforcement agencies by providing the requested information and maintaining the confidentiality investigations. Accordingly, MIMBT will not routinely provide information on these matters. As with any investment, there is no guarantee that a portfolio or account managed by MIMBT will achieve its investment and investors in pooled funds are reminded that they could lose money and that they alone will bear such losses. consenting to an order Securities On September 19, 2024, MIMBT entered into a settlement agreement with the U.S. Securities and Exchange Commission (the (“SEC”) “Settlement Order”) relating to a legacy investment strategy, the Absolute Return Strategy Mortgage-Backed (“ARMBS Strategy”). MIMBT no longer offers the ARMBS Strategy. MIMBT agreed to the Settlement Order without admitting or denying the SEC’s findings. The material risks attendant to each of MIMBT’s strategy investment composites are outlined in Appendix B, which is attached to this Brochure. The value of a portfolio managed by MIMBT will be exposed to one or more of the risks described in Appendix B, any of which could cause fluctuations in the portfolio’s return, the price of a pooled portfolio’s shares, or the portfolio’s yield. (1) MIMBT valued trades of Under the Settlement Order, the SEC found that, between January 1, 2017 and April 2021 certain (“Period”): collateralized mortgage-backed obligations inflated prices;(2) MIMBT (“CMOs”) at executed dealer-interposed and internal those CMOs between cross registered investment company clients and other clients at prices that deviated from market prices; (3) certain disclosures of MIMBT relating to performance, valuation, liquidity and cross trading contained false and misleading statements and omissions; and (4) MIMBT failed to implement policies and procedures relating to valuation, conflicts of interest and cross trades. Please note that there are many other circumstances not described within this Brochure or Appendix B that could adversely affect Client and pooled fund investors’ investments and prevent a portfolio from reaching its objective. Clients and pooled fund investors should review the service and risk descriptions set forth in the various marketing and disclosure materials provided to them. Specifically, investors in the shares of the registered companies investment managed by MIMBT should review the prospectus used to offer those shares. Similarly, the objectives and material risks of the privately placed pooled Under the Settlement Order, MIMBT also 14  relief from the standard review DIFA required exemptive relief under Section 9 of the 1940 Act to continue to be eligible to provide Fund Service Activities after April 1, 2015. On May 15, 2015, the SEC staff, acting under delegated authority from the SEC, granted temporary exemptive relief from Section 9(a) of the 1940 Act with respect to the Injunction. On July 6th, 2015, the SEC issued temporary exemptive relief and a notice of application for permanent exemptive relief from Section 9(a) of the 1940 Act with respect to the injunction. On August 3, 2015, the SEC granted to DMC and DIFA permanent exemptive the provisions of Section 9(a), indicating that the SEC has determined that DMC and DIFA have met for receiving exemptive relief. compliance policies the recommendations other matters, that been agreed to: (i) cease and desist from committing or causing any violations or future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rules 206(4)-7 and 206(4)-8 thereunder, and Sections 17(a)(1) and (a)(2) and 34(b) of the 1940 Act and Rules 22c-1 and 38a- 1 thereunder; (ii) pay disgorgement of $7,633,671 and prejudgment interest of $2,197,535 to the SEC; (iii) pay a civil money penalty in the amount of $70,000,000 to the SEC, of which the SEC may distribute such civil money penalties to impacted investors, in its discretion, in a Fair Fund distribution; (iv) retain a compliance consultant for a period of two years to conduct a comprehensive the of implementation of effectiveness and and MIMBT’s procedures, relating to: (a) valuation of relevant CMOs and associated liquidity risks; (b) cross trading; and (c) advisory conflicts of interest and disclosures with respect to (a) and (b); and (v) adopt and compliance implement all of consultant’s and provide to the SEC staff a final report prepared by the compliance consultant at the end of its engagement that confirms, the among recommendations have fully implemented. Please see Item 11 of MIMBT’s ADV Part 1A for additional information. A copy of the Settlement Order is available on the SEC’s website at https://www.sec.gov/files/litigation/admi n/2024/ia-6709.pdf. On the basis of the Order and Offers of Settlement by DMC and DIFA, the SEC found that: 1) DMC and DIFA served or conducted Fund Service Activities as of April 1, 2015 and, notwithstanding the entry of an Injunction against an affiliate of DMC and DIFA on that date and the resulting statutory disqualification of DMC and DIFA, in Fund Service continued to engage Activities after April 1, 2015 without exemptive relief; 2) as a result of the entry of the Injunction against the affiliate, Sections 9(a)(2) and 9(a)(3) of the 1940 Act together also prohibited DMC and DIFA from engaging in Fund Service Activities as of April 1, 2015; 3) DMC and DIFA did not contact SEC staff to begin the process of obtaining exemptive relief until April 7, 2015; and 4) as a result of the conduct described above, each of DMC and DIFA violated Section 9(a) of the 1940 Act. Without admitting or denying the validity of the SEC’s findings, DMC and DIFA each agreed to pay a penalty of $20,000. of In July 2015, DMC and DIFA, both series of MIMBT that advise or sub-advise registered investment companies (“Fund Service Activities”), entered into a settlement administrative an proceeding with the SEC. The SEC’s Order found that DMC and DIFA violated Section 9(a) of the 1940 Act due to engaging in Fund Service Activities from April 1, 2015, through May 15, 2015 without exemptive relief. Due to an injunction against an affiliate of DMC and DIFA on April 1, 2015, DMC and MIMBT does not believe that the 2015 settlement order described above has materially adversely affected MIMBT’s ability to service its clients. The statutory disqualification related to affiliated activity and not to personnel of or services provided by MIMBT. Further, neither DMC nor DIFA nor any of their current or former directors, officers or employees was involved in any way in the matters that led to the injunction 15  against the affiliate. In addition, the matters that led to the injunction against the affiliate did not involve any Fund or client or the assets of any Fund or client managed or sub-advised by DMC or DIFA. management services with various entities registered across the world, we are affiliated with various U.S. and non-U.S. investment advisers, broker- dealers, and pooled investment vehicles, among other financial entities. From time to time, MIMBT will enter into agreements and arrangements with certain MGL entities as is permitted under applicable law. Notwithstanding the foregoing, neither MIMBT nor its management persons have been the subject of any criminal proceedings that are material to a client’s or a prospective client’s evaluation of our advisory business. Item 10 — Other Financial Industry Activities and Affiliations Registrations of Management Persons as Broker-Dealers or Registered Representatives of Broker-Dealers broker-dealer for MIMBT, through the DMC series, is the advisor (formerly for Macquarie Funds Delaware Funds® by Macquarie), Optimum Funds and Macquarie ETF Trust, which consist of registered investment companies (open end mutual funds) and other products. Additionally, MIMBT is affiliated with the general partners of the private investment pools for which it serves as advisor. MIMBT’s MIMA series also serves as a general partner to a private investment pool that MIMBT advises. MIMBT’s MIMA series is also an investment manager for Macquarie Fund Solutions (the “Company”), an investment company organized as an investment company (société d'investissement à capital variable) registered under Part I of the Luxembourg Law of 17 December 2010 concerning undertakings collective investment (the "Law of 2010"). of MIMBT’s management Certain persons and other employees are registered representatives of Delaware Distributors, L.P. (“DDLP”), an affiliated and SEC-registered member of the Financial Industry Regulatory Authority. Affiliations and Conflicts of Interest significant minority investment other exchange-traded MIMBT is committed to providing clients with service of the highest quality and is guided by the desire to act in the best interests of our clients. Nevertheless, there are circumstances where client interests conflict with MIMBT’s interests or the interests of other clients. A number of these conflicts are inherent to our business and are encountered by other large financial services firms that offer similar services. MIMBT has adopted policies and procedures that we believe are designed to ensure that we are always acting in the best interests of our clients, some of which are described in more detail below. or Interest Because MIMBT is wholly owned by Macquarie Group Limited (“MGL”), a global provider of banking, financial, funds advisory, investment and MIMBT, through its series DMC, serves as the advisor for certain exchange-traded funds and also, through its series DIFA, as sub- advisor to certain ETFs advised by Investment Management BondBloxx (“BondBloxx”). MIMBT’s parent company, Macquarie Management Holdings, Inc. owns a in BondBloxx, which serves as advisor to certain funds (together with the exchange-traded funds advised by MIMBT, the “Related ETFs”). MIMBT therefore has a financial incentive to invest client assets in the Related ETFs, particularly when a Related ETF is newly formed or underperforming. MIMBT has adopted policies and procedures reasonably designed to mitigate this conflict of interest, as described in Item 11 – Code of Ethics, in Client Participation Transactions and Personal Trading. MIMBT is affiliated with DDLP, an SEC-registered broker-dealer that acts as the principal 16  law. It of Macquarie Funds underwriter by (formerly Delaware Funds® [and Macquarie), Optimum Funds certain other registered investment companies advised by MIMBT]. . DDLP will from time-to-time act as placement agent for MIMBT- managed products in ex-U.S. jurisdictions. Through MGL’s ownership of MIMBT, DDLP is likely to maintain affiliations with certain other broker- dealers. However, MIMBT does not have any relationships with an affiliated broker-dealer other than DDLP that are material to MIMBT’s advisory business or its clients. SEC-registered institutional-quality transaction interest. We may use our affiliates to provide other services to our clients to the extent permitted under applicable is important to note that certain entities that are under common control with MIMBT provide investment banking services such as advising on merger and acquisition activity and the underwriting of initial public offerings and secondary offerings. Due to restrictions under the 1940 Act and certain client guidelines, this affiliation results in clients not being able to participate in all transactions due to the involvement of a MIMBT affiliate in the transaction or in having the clients' participation in the transaction structured in a different manner or otherwise altered in order to be consistent with applicable restrictions. Similarly, while MIMBT is not prohibited from executing its affiliates that transactions through operate as broker or dealers, any such execution will be subject to applicable statutory, regulatory and client contracts and/or guidelines, which can ultimately result in the transaction being placed with another broker-dealer or limiting certain aspects of (such as the commission costs). Macquarie Limited is not obligated portfolio and MIMBT has affiliations with other related investment including Central Park advisers, a wholly-owned LLC, Advisers, subsidiary of New York-based Central Park Group, LLC (CPG), an independent investment advisory firm that specializes alternative in investment strategies for high-net-worth investors. Additionally, through MGL’s ownership of MIMBT, Macquarie Bank Limited (an Australian Registered Bank) is an indirect owner of MIMBT. MIMBT also liaises with, or hires as sub-advisors, certain investment adviser affiliates, including but not limited to, Macquarie Europe Investment Management Limited, Investment Management Austria Kapitalalanlage AG, Macquarie Investment Management Global and Macquarie Investment Management Europe S.A. to trading, provide services, such as quantitative support, and investment research and recommendations to its clients to the extent consistent with applicable law and MIMBT’s contractual obligations. For additional information regarding our affiliates, please refer to Part 1A of MIMBT’s Form ADV. From time to time, MIMBT will engage in business activities with some or all of its affiliates, providing including investment advisory services to affiliated accounts or accounts seeded by affiliates, subject to our policies and procedures governing how we handle conflicts of In the ordinary course of business, MIMBT provides advice to a number of clients, including MIMBT affiliates. Accordingly, MIMBT provides advice to certain clients, or takes actions on behalf of certain clients, that differ from recommendations made to other clients or actions taken on behalf of other clients. MIMBT to recommend to any or all clients those investments that it recommends to, or purchases or sells for, certain other clients. Additionally, advisory employees of MIMBT and its affiliates regularly share information, perceptions, advice and recommendations about market trends, the valuation of individual securities, and investment strategies, except where prohibited by ethical walls established by MIMBT or its affiliates or applicable law or regulation. Persons associated with MIMBT have investments in securities that are recommended to clients or held in client accounts, subject to compliance with our policies regarding personal securities trading. 17  instruments held by or potentially considered for one or more client accounts. regarding information Additional potential conflicts of interest arising from our relationships and activities with our affiliates is provided in Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.” funds, A Participating Affiliate may recommend or invest on behalf of clients in the same securities that MIMBT recommends or invests on behalf of its U.S. clients, including registered mutual institutional accounts and other clients. interest services to its Affiliates”). MIMBT and a Participating Affiliate have conflicts of in allocating their personnel’s time and services among client accounts. MIMBT will devote as much time and personnel resources to each client account as it deems appropriate to perform its duties in accordance with its management agreement. clients. Such investment companies services offered client accounts MIMBT has a fiduciary duty to provide unbiased advice and to disclose any material conflicts of interest to its clients, as mandated under the Advisers Act. Furthermore, it is MIMBT’s goal to act in good faith and to treat all client accounts in a fair and equitable manner over time, regardless of the client’s strategy, fee arrangements, or the influence of a client or client’s beneficiaries. MIMBT employs various controls to assist in the disclosure and management of potential conflicts of interest and maintains policies (including MIMBT’s Code of Ethics and an investment allocation policy and related procedures) that are designed to mitigate any such conflicts. Item 11 of this Brochure, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” provides more detailed information on MIMBT’s Code of Ethics. In instances where unique requirements or restrictions are required due to the identification of different conflicts, MIMBT will typically establish additional policies and controls or develop alternate processing requirements to assist in the mitigation of these conflicts. the its affiliates’ and Additionally, certain wholly owned subsidiaries of the Macquarie Group separately organized from MIMBT support MIMBT in the provision of advisory clients The (“Participating Participating Affiliates are regulated in their home jurisdiction(s)[, but include a subsidiary of the Macquarie Group that is also a registered investment adviser under the Advisers Act]. Some members of MIMBT’s investment team also serve on the investment team for one or more Participating Affiliates. Such investment personnel will be governed by and supervised under MIMBT’s policies and procedures designed to mitigate conflicts of interest related to their investment management activities on behalf of MIMBT investment personnel will also provide investment advisory services to accounts managed by the Participating Affiliate(s), including registered for which MIMBT is the investment adviser. Such both are domestically and outside of the United States. MIMBT and a Participating Affiliate may give advice or take action investments of with respect to the MIMBT and Participating Affiliate client accounts that is not given or taken with respect to other client accounts with similar investment programs, objectives, and strategies. Accordingly, MIMBT client accounts and Participating Affiliate client accounts with similar strategies may not hold the same securities or same instruments or achieve performance. a MIMBT Participating Affiliate also advise client accounts with conflicting programs, objectives or strategies. These activities can adversely affect the prices and securities or availability of other Finally, due to the global nature of MIMBT’s investment advisory and activities throughout the financial industry, MIMBT and/or its affiliates will, at times, receive indirect economic benefits related to our advisory business as a whole, rather than any particular client (e.g., a volume discount on costs associated with operation of services 18  supplied by vendors). imposed. Recommendation of Other Investment Advisers agreements with for All employees are required to disclose the holdings of their personal brokerage accounts upon hire and to submit duplicates of their broker account statements and trade confirmations. Certain employees of MIMBT maintain non-discretionary accounts with unaffiliated third parties and such accounts will not be subject to all of the Code’s requirements because these employees have granted discretion over their trading activity to a third party. While transactions in these accounts may be in direct competition or contravention of client transactions, any such activity is not MIMBT employee-directed. Under the Code, the personal trading activity of MIMBT’s employees is actively monitored to detect and correct any violations of the these safeguards, Code. Regardless of personal transactions of MIMBT’s associated persons and personnel represent an inherent conflict of interest. into sub- At times, MIMBT enters advisory other investment advisers. However, these agreements do not create a material conflict of interest because, although MIMBT receives compensation for the advisory services it provides under any such sub-advisory agreements, MIMBT does not receive compensation either directly or indirectly from such other investment the adviser recommendation or selection of other investment advisers for its clients. From time to time, MIMBT enters into agreements with affiliates related to a variety of financial services and products, described more fully in Item 14, “Client Referrals and Other Compensation from Non-Clients.” Potential Conflicts Relating to Advisory Activities Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The results of MIMBT’s investment activities for a client may differ significantly from the results achieved by MIMBT for other current or future clients. MIMBT will manage the assets of a client in accordance with the investment mandate selected by that client. However, we may give advice or take action with respect to the assets of one client that competes with the advice or investment action that we take on behalf of other clients. In particular, we will buy or sell positions for one client while we are pursuing a strategy on behalf of another client that is identical, different, or even opposite to the strategy pursued on behalf of the first client. certify annually that MIMBT manages accounts for many different clients, including proprietary, seed and affiliate accounts (including the accounts of an affiliated insurance company). It is inevitable that, in certain circumstances, the investment opportunity will be same for more than one client, appropriate whether they are managed in a similar or different style. In such circumstances, financial or other MIMBT may have MIMBT has adopted a Code of Ethics (the “Code”) and other policies and procedures relating to, among other things, portfolio management and trading practices, personal investment transactions, and insider trading, that outline standards of employee conduct and are designed to identify, manage, and/or mitigate conflicts of interest with respect to our clients. MIMBT’s Code is available to any current or prospective client upon request. All MIMBT employees are provided with a copy of the Code at the time they are hired, and each employee must they understand and are in compliance with the provisions of the Code. Employees are also promptly notified of any material changes to the Code and must certify that they understand any changes that are 19  implement investment strategies for to advisory clients. (collectively, the to incentives to favor one client over other clients when determining how to allocate investments that are appropriate for multiple clients. For example, MIMBT has incentives to favor its proprietary, seed, and affiliate accounts by allocating better investment opportunities to such accounts to maximize returns on its investments. Similarly, MIMBT has an favorable to allocate incentive investment client opportunities accounts paying higher fees. receive foreign MIMBT’s policies and procedures require that each client be treated fairly and equitably with respect to the allocation of investment opportunities. MIMBT seeks to confirm that clients are treated fairly by periodically analyzing the patterns of trading among client accounts managed by the same portfolio manager or portfolio management and team, account/composite reviewing identify and performance results to assess anomalous variances. MIMBT has also adopted written policies and procedures designed to mitigate the risk that proprietary, seed and affiliated accounts will preferential treatment or priority allocations as compared to other client accounts. MIMBT's policy is to treat proprietary, seed and affiliated accounts in the same manner as other client accounts with respect to the allocation of investment opportunities. These and other reviews are designed to provide reasonable assurance that no client has been favored or disfavored over time. as MGL, its affiliates, directors, officers, and "Macquarie employees Group") are major participants in the global financial markets and take part in, among other things, advisory, transactional and financial activities and/or hold interests in securities and companies that may be directly or indirectly purchased or sold by MIMBT for its clients' accounts. The global nature and size of the Macquarie Group may also influence vendor choice selection by MIMBT and have an impact on the services provided to MIMBT clients. The investment activities of the Macquarie Group limit the investment opportunities for MIMBT's client accounts. This would occur, for example, in certain regulated industries, private equity markets, emerging markets, and in certain futures and derivative transactions where restrictions are imposed upon the aggregate amount of investment by affiliated investors or advisers. Present and future activities of the Macquarie Group, in addition to those described above, may also result in conflicts of interest or the application of regulatory requirements that are disadvantageous to MIMBT’s clients. At times, Macquarie Group management will implement corporate policy or organizational decisions designed to address global or jurisdictional matters and/or internal risk concerns. In response to these or other situations, Macquarie Group could impose limits on the ability of its subsidiaries, including MIMBT, to invest in a security or make additional investments in a security. Such limitations can be more restrictive than those that MIMBT would impose, or have statutorily imposed on it, but for its relationship with limit MIMBT’s Macquarie Group and investment activity when investing for client accounts, even if the client guidelines or applicable law could be read to permit investment (or further investment) in such a security or securities. including regulatory When MIMBT and its affiliates establish proprietary accounts, provide the initial seed capital in connection with the creation of a new investment product or style, and manage affiliate accounts, these accounts may not exhibit the same similarly results performance managed client accounts for a variety of reasons, restrictions on the type and amount of in which the proprietary securities capital invests, differential credit and financing terms, and the use of hedging transactions that differ from those used MIMBT has established policies, procedures and disclosures designed to address conflicts of interest arising between advisory accounts of MIMBT and the Macquarie Group's is MIMBT's policy that businesses. It 20  is managing when MIMBT seeks to effect a cross trade between a client account and MIMBT’s own account (or, in certain circumstances, the account of a MIMBT affiliate). These trades are known as principal transactions. When engaging in principal transactions, MIMBT has an incentive to effect the transaction at a price that disadvantages the client to MIMBT’s direct benefit (or the direct benefit of a MIMBT affiliate). MIMBT has adopted policies and procedures that it believes are reasonably designed to mitigate actual and potential conflicts of interest associated with cross and principal trades. personnel involved in decision making for advisory accounts must act in the best interests of their advisory clients and generally without knowledge of the interests of proprietary trading and other operations of other entities within the Macquarie Group, except for situations where MIMBT a proprietary, seed, or affiliate account, as described above. Where MIMBT’s personnel are aware of material conflicts or potential material conflicts among advisory accounts, or between advisory accounts and the Macquarie Group and/or personnel of the Macquarie Group, it is MIMBT's policy to disclose the existence of such material conflicts or potential material conflicts through its Form ADV or otherwise to clients. Conflicts Relating to Cross Trades and Proprietary Accounts Subject to limitations imposed by clients, applicable laws and regulations, and its own internal policies, MIMBT will execute trades in certain instruments (including client accounts between proprietary, seed, and affiliate accounts). These trades are known as cross trades. Cross trades can provide a benefit to both clients in the form of reduced market impact, increased execution efficiency and reduced transaction costs, and the ability to fill sell and purchase orders at more advantageous prices. With respect to cross trades, these policies and procedures generally require that MIMBT execute cross transactions only if the following conditions and restraints are satisfied: (i) MIMBT believes that executing the cross trade is in the best interests of each participating client account; (ii) the execution of the cross trade is consistent with MIMBT’s obligation to seek best execution for all participating client accounts; (iii) MIMBT effects the cross trade using a price it reasonably believes represents the market price for the security that is crossed; (iv) MIMBT will not cross a security where trading has been suspended or the fair value has been determined internally by MIMBT; (v) MIMBT will seek to eliminate or limit all transaction costs (including, but not limited to commissions and markups) associated with cross trades; (vi) MIMBT will not receive direct or indirect compensation (other than its normal management, advisory, performance or similar fees for managing an account) or pay compensation to a third party for effecting a cross trade between client accounts. that objectives, strategies Cross trades create actual or potential conflicts of interest between clients, and for MIMBT and its affiliates, including the possibility that MIMBT, for example, will effect a cross trade at a price that is disadvantageous to a participating client account, will transfer an undesirable security from a client paying higher fees to one paying lower fees, will transfer an illiquid security held by a client account in need of liquidity to another client account, or use one client account to “park” desirable securities for other client accounts until cash becomes available. In addition, certain conflicts are present With respect to principal trades, these policies generally require that MIMBT execute principal trades only after making the determination the principal transaction is: (i) fair and equitable to and not contrary to the interests of any client account involved; and (ii) consistent with the investment and restrictions of any client account involved. These policies further require that, due to the 21  of its consent to limit or restrict strategies. the marketability Consequently, MIMBT has an incentive to value, or recommend values, for securities that are higher than their actual fair market value when acting as an adviser or sub- adviser to an account. MIMBT has adopted policies and procedures to provide a framework for mitigating the conflicts of interest associated with valuing investments, including mechanisms to value securities such as using independent third parties to recommend valuations of instruments when available, periodic testing of MIMBT’s valuation methodologies, and independent oversight of MIMBT’s valuation program by a cross-function committee of employees who are independent of portfolio management. Conflicts Relating to Investments in Affiliated Funds regulatory potential conflicts of interest associated with principal transactions, MIMBT must provide full and fair disclosure of the terms for each principal transaction with a client and obtain each client’s informed the principal transaction. Neither MIMBT nor our affiliates receive any compensation for acting as a broker-dealer when we engage in cross transactions. For cross trades involving registered funds, we follow procedures that comply with Rule the 1940 Act. These 17a-7 under procedures the circumstances under which we are permitted to execute cross trades and prohibit the trading of fixed income or other securities when the price of that security is not readily available. Other types of client accounts (including client accounts that are “plan assets” subject to the Employee Retirement Income Securities Act of 1974) are subject to requirements and other prohibitions that limit our ability to enter into cross trades involving these clients. Consequently, MIMBT’s policy is to not enter into cross trades on behalf of client accounts that are “plan assets.” compliance with include to multiple or rebates, other To ensure these restrictions and to mitigate conflicts of interest associated with cross and principal trades, MIMBT will not execute a cross or principal trade in any situation where it believes doing so is not in the best interest of a client account. provided in Conflicts Relating to Valuation of Securities At times, if permitted by relevant investment guidelines and applicable law, we purchase interests in mutual or other registered and unregistered funds or vehicles that are offered by MIMBT or its affiliates, including the Related ETFs, for client accounts (including wrap program accounts) when we believe it is in the best interest of the relevant client to do so. In addition, MIMBT manages multi-asset and multi- sector strategies for that certain client accounts funds/strategies allocations managed by MIMBT its affiliates (“sleeves”). The details of any possible fee reduction or offsets, in connection with such arrangements investments the are documentation relating to the relevant client account and/or the underlying fund or vehicle. is MIMBT faces an inherent conflict of interest when it values securities or assets in client accounts or provides any in connection with such assistance This valuation. particularly in cases where MIMBT pronounced receives a fee based on the value of a client’s assets. For example, overvaluing certain positions held by clients will inflate the value of the client assets, as well as the performance record of such client accounts, which would likely increase the fees payable to MIMBT and In choosing between funds and managers affiliated with MIMBT and those not affiliated with MIMBT, including when allocating assets among funds or affiliated managers within a multi-strategy product, we have a financial incentive to choose MIMBT-affiliated funds and managers over third parties by reason of the additional investment management, advisory, and other fees or compensation that we or our affiliates earn, to increase assets of a fund or strategy, or to create a performance track record. Under 22  Information Barriers/Ethical Walls certain conditions, we will offset, rebate, or otherwise reduce our fees or other compensation with respect to these types of investments; however, this reduction or rebate, if available, will not necessarily eliminate the conflict and MIMBT would nevertheless have a financial incentive to favor investments in MIMBT-affiliated funds and strategies. barriers that from For multi-asset and multi-sector strategies, MIMBT also monitors the investments made on behalf of each client’s account (including funds) to confirm the account’s adherence to its investment guidelines, and periodically evaluates the reasonableness of the allocation of assets. Restrictions and Conflicts Relating to Information Possessed or Provided by MIMBT Material Non-Public Information and Insider Trading from time to material The Macquarie Group, including MIMBT, has internal procedures in place intended to limit the potential flow of any such non-public information should MIMBT or any member of the Macquarie Group come into possession of material, non-public information. One such protective measure is the creation of ethical walls between and within the Macquarie Group’s various businesses, which serve as information prevent confidential or potentially price- sensitive information held within one business area in being the Macquarie Group communicated to another business division. The Macquarie Group's ethical walls are comprised of a combination of physical measures and employee conduct measures. Physical measures include the physical separation of certain business groups likely to have access to material non-public information with appropriate security arrangements and security restrictions on computer files and databases. Employee conduct measures include policies designed to prohibit employees of a business division from communicating any price-sensitive information to employees on the other side of an ethical wall, and prohibitions on employees who are aware of price-sensitive in activities information from engaging involving the provision of securities advice, or trading on such information. (“MNPI”) about Other Trading Restrictions have The wide range of banking, financial and investment advisory, broker-dealer and other financial and investment industry activities engaged in by the Macquarie Group throughout the world poses the prospect that MIMBT and/or its affiliates time acquire will non-public confidential, information issuers, corporations, or other entities and their securities. MIMBT will not use MNPI obtained from the Macquarie Group when making investment decisions relating to public securities for its clients. Additionally, MIMBT is not free to divulge or to act upon such information with respect to its activities and, on occasion, will be restricted from buying or selling certain securities on behalf of clients because of these circumstances. These restrictions could adversely impact the investment performance of client accounts. We implemented procedures, including those described below relating to information barriers, which prohibit the misuse of such information by MIMBT, our employees, and on behalf of our clients. In addition to the foregoing, MIMBT maintains one or more restricted lists of companies whose securities are subject to certain trading prohibitions due to the business activities of MIMBT and/or the Macquarie Group. We restrict trading in an issuer’s securities if the issuer is on a restricted list or if we otherwise have MNPI about that issuer. A client’s account could be prohibited from buying or selling certain securities until the restriction is lifted, which could disadvantage the client’s account. In some cases, we will not initiate or recommend certain types of transactions or will otherwise restrict or limit our advice relating to certain securities if a security is restricted due to MNPI or if we are seeking to limit receipt of 23  MNPI. Item 12 — Brokerage Practices or MIMBT’s management agreements with MIMBT’s various clients, MIMBT will determine in good faith that these higher commissions are reasonable in relation to the value of the brokerage and research services received, viewed in terms of either a particular transaction overall responsibilities to the clients for which it exercises discretion. Consequently, certain clients benefit from the research and brokerage services obtained with soft dollars that were not generated in connection with their trade commissions. MIMBT selects brokers, dealers, and banks to execute transactions for the purchase or sale of equity securities based upon a judgment of their capability “best execution.” When to provide seeking “best execution,” MIMBT will consider a number of factors including, but not necessarily limited to, the price paid or received for a security, the promptness and reliability of execution, the confidentiality and placement accorded the order and other factors affecting the overall benefit obtained by the account in the transaction. When MIMBT uses client brokerage commissions to obtain research or other products or services, we receive a benefit because MIMBT does not have to produce or pay for the research or other services. Therefore, we have an incentive to trade through broker-dealers who provide soft dollars rather than broker-dealers who do not (and who may offer more favorable execution). utilizes commission With respect to fixed income securities, MIMBT generally makes its purchases in the primary or secondary markets where another party may act as principal for the securities on a net basis. Accordingly, no is paid by the client, commission although the price usually includes undisclosed compensation such as a bid/ask spread to the market-maker. Transactions effected through broker- dealers serving as primary market- makers reflect the spread between the In certain bid and asked prices. circumstances, MIMBT purchases securities available from underwriters at prices that include underwriting fees. Research and Other Soft Dollar Benefits MIMBT sharing agreements (CSAs) to facilitate payments to research providers. With a CSA, one combined commission rate is paid to an executing broker. A portion of the client commission is directed to the broker for its execution services while the other portion is a separately identified charge that is paid to a pool of “credits” and is used to obtain research products or services to aid MIMBT’s investment decision-making process. After the pool, accumulating credits within MIMBT will subsequently direct that those credits be used to pay certain parties in return for eligible research or brokerage services. investing time to for executing Examples of the types of research and services received by MIMBT through the use of CSA credits include advice, either directly or through publications or writings, as to the value of securities, regarding the advisability in, purchasing or selling of securities, and the availability of securities or purchasers or sellers of securities. In addition, the eligible research or brokerage services received may include analyses and reports concerning issuers, securities, or industries; information on economic factors in determining and trends; assistance In order to pay for some of the investment research that is obtained from third- party sources, MIMBT employs the use of soft dollars. Soft dollars are an arrangement in which a portion of each commission is used to pay for eligible research or brokerage services in addition to trade execution. MIMBT will, time, cause higher from commissions to be paid to brokers and dealers securities transactions in excess of the commission another broker or dealer would have charged. Consistent with the safe harbor in Section 28(e) of the Securities Exchange Act of 1934 and the investment 24  services and issuers’ portfolio strategy; access to executives; providing execution and clearance analysis information; and providing portfolio performance evaluation and technical market analysis. its process. requests, or such as 1974, such requests must also indicate that they are in the best interest of the plan, for the exclusive benefit of the plan, and subject to best execution. MIMBT seeks to limit a reasonable directed brokerage client’s instructions to no more than a certain percentage of eligible commissions on an annual basis, which differ based on investment strategy. When clients designate brokers or dealers, MIMBT in certain cases will not be able to obtain the same execution that would be attainable if MIMBT had full discretion in the selection of the executing firm or to include the client’s transaction in large batch transactions with orders on behalf of fully discretionary clients. Clients should be aware that direction requests could result in the payment of higher brokerage commissions, an increase in transaction costs, and/or a less favorable net price for their account. Additionally, orders for clients with special requirements such as a specified percentage of directed brokerage, all-or- none restrictions execution prohibiting commingled orders in certain cases will be placed after orders for clients that do not carry such restrictions. These clients can be disadvantaged if they do not participate in commingled orders. It is important to note that although MIMBT attempts to satisfy client direction requests, there can be no guarantee that client direction requests will be fully satisfied. Aggregation and Allocation of Trades If MIMBT receives a benefit that includes both brokerage and research services used by MIMBT in connection with investment decision-making process and services used in connection with administrative or other functions not related to the investment decision- making process, MIMBT will make a good faith allocation of brokerage for the brokerage and commissions research services and will pay out of its own resources for services used in connection with administrative or other functions not related to its investment decision-making Such allocations are made, to the extent possible, based on some objective unit of measurement such as percentage of time used, number and responsibilities of users, transaction type, or some other unit of measure. At times, consistent with applicable law, MIMBT receives research from third parties that also provide consulting services to clients regarding a variety of other financial services, investment management services or refer clients or potential clients to MIMBT. Clients should be aware that these activities have the potential to cause a conflict of interest. Brokerage for Client Referrals MIMBT does not consider client referrals when selecting or recommending broker- dealers. Directed Brokerage to Certain clients direct MIMBT to effect transactions through a designated broker or brokers. Client direction requests must be in writing and indicate that the is properly authorized. For request accounts subject the Employee Retirement Income Securities Act of Since certain clients, as well as proprietary, seed and affiliated accounts, have similar investment objectives and programs, MIMBT generally will place a combined order for two or more accounts or funds engaged in the purchase or sale of the same security if MIMBT believes that joint execution is in the best interest of each participating account, will result in best execution and not systematically advantage or disadvantage any single client or group of clients over time. Transactions involving commingled orders are allocated in a manner deemed equitable to each account. When a combined order is executed in a series of transactions at different prices, each account participating in the order will be allocated an average price obtained from the executing broker. 25  Although the joint execution of orders and/or other allocation of orders could, in some cases, adversely affect the price or volume of the security that a particular account obtains, it is the opinion of MIMBT that the advantages of combined orders and/or other allocation typically outweigh the possible disadvantages of separate transactions. for all transactions managed account clients, MIMBT generally trades both sets of clients at substantially the same time. However, in certain cases, such as frequent cash movements for one set clients, confidentiality or information of leakage concerns, and large model changes, trade routing processes will not begin simultaneously. In such cases, MIMBT seeks to begin trading as soon as reasonably practicable. The transactions for each set of clients may finish before, concurrent with, or after the transactions are completed for the other set of clients, depending on the circumstances. In all cases, the traders seek best execution in accordance with MIMBT's best execution policies and procedures. Wrap Accounts allocation of To ensure the equitable distribution of investment opportunities among clients of the firm, MIMBT has adopted written policies and procedures, including an Investment Allocation and Aggregation Policy, to mitigate the risk that certain client accounts will receive preferential treatment as compared to other client accounts. MIMBT can deviate from pro investment rata opportunities in certain circumstances, including when pro rata allocation would result in an account receiving a de minimis allocation or an amount below minimum denomination requirements (which could disadvantage a client account in asset classes that typically trade in round lots). In such cases, the performance of an account could be materially impacted. Also, for private placement conditions transactions, imposed by the issuer or client can limit MIMBT’s ability to allocate opportunities to certain client accounts. The wrap program fee does not cover commissions for trades that MIMBT places with a broker-dealer other than the sponsor (“trading away”), or mark- ups or markdowns charged by those other broker-dealers on principal trades. The wrap program fee also does not cover charges imposed by an electronic communications network (“ECN”) for trades placed by a broker-dealer on that ECN. ECN fees generally are included in the price of the security and are not shown separately on a confirmation or statement. The wrap program fee will not be reduced or offset by these fees. Instead, the additional fee will reduce the overall return of a client’s account. and International At times, we place trades for certain accounts that are in direct conflict with the investment strategies and trades of other accounts. This occurs for instance, when MIMBT places conflicting buy and sell orders in the same security. Clients should be aware that such trading can cause the market prices of the securities held by the other accounts to be adversely affected. MIMBT generally utilizes a different trade routing process for its retail separately managed account business, and generally will not aggregate orders for these client accounts with orders for other client accounts. Further, in each investment style for which MIMBT has separately both institutional and In many wrap fee programs, clients direct MIMBT to execute trades for their accounts through the program sponsor, subject to MIMBT’s duty to seek best execution. MIMBT is permitted to trade away from the sponsor in all of the strategies available to wrap program clients, and in the Fixed Income, strategies, MIMBT trades away from the sponsor with respect to greater than a majority of the portfolio driven trades. MIMBT will trade away when it reasonably believes that another broker- dealer will provide better execution than would be obtained if the transaction were executed through the sponsor. If a client seeks to use a strategy in which MIMBT trades away frequently, the 26  in the third client should consider whether the wrap program is an appropriate option, given that the client will be incurring some redundant costs. Clients should review their wrap fee program sponsor’s Form ADV brochure for information about the sponsor’s review of MIMBT’s efforts to seek best execution of client trades. considers various of the clients in the second level are completed, model portfolio information is delivered to clients level contemporaneously. Clients that participate in the second or third trade rotation levels may, particularly in markets that exhibit low liquidity, be disadvantaged by price movements caused by transactions for clients that were executed in a prior trade rotation level. sponsor. Other Trade Rotation Level 1: MIMBT’s managed account clients that do not direct MIMBT to use specified brokers and/or allow MIMBT to trade away, are included in the first level. In addition, certain model portfolio clients meeting specific criteria may be included in the first level. The managed account clients and model portfolio clients included in the first level will trade (or receive model portfolios), in random order. MIMBT factors, including without limitation the liquidity of the security, the time that orders will be sent and the possibility of information leakage resulting in worse prices when trades are placed with multiple sponsors, and the need for timely execution when determining whether to trade away from the broker-dealers provide MIMBT with brokerage and research services related to non-wrap program trading, as disclosed above in “Research and Other Soft Dollar Benefits.” separately managed contractual and For account relationships, if we are trading with respect to multiple sponsor relationships, MIMBT’s trade sequence is completed in a random order. MIMBT seeks to execute the securities transactions of managed account clients (and certain model portfolio clients for which it provides trade execution) and to disseminate model portfolios to its model portfolio clients in a fair and equitable manner over time. Trade Rotation Level 2: MIMBT’s managed account clients that direct MIMBT to utilize specified brokers are included in the second level. MIMBT does not require any client to direct brokerage; however, some clients choose to do so and some programs sponsored by third parties encourage or require it. Clients in such programs should review their program’s disclosure documents to further understand the impact of program brokerage arrangements. These clients are placed in the second level because their trading activities could disadvantage other managed account clients of MIMBT that do not direct the use of specified brokers. Trading by managed account clients that direct MIMBT to utilize specified brokers could, for example: (i) compete in the market with the other managed account clients’ orders; (ii) interfere with the random trade rotation program utilized by MIMBT for its other managed account clients because of delays in dealing with such specified brokers; and/or (iii) result in “information leakage” regarding the model portfolio transactions. MIMBT uses a three-level trade rotation procedure. Where one or more sponsor’s clients in the first or second level are expected to be trading in the same security contemporaneously, MIMBT will generate a random trade rotation within each level, which includes each managed account client or model portfolio client trading in the same security contemporaneously in the level. After the transactions for each of the clients in the first level are completed, MIMBT will direct the execution of transactions on behalf of the clients in the second level according to their order on the second level random trade rotation. After the transactions for each As a result, and consistent with MIMBT’s policies and procedures, on days on which MIMBT executes trades both for managed account clients who direct the use of a particular broker and clients who do not, MIMBT will prioritize (i.e., place in the first 27  research personnel. contact their level) orders for managed account clients who do not direct brokerage. Where MIMBT does not retain brokerage discretion, the managed account client should also review the trade rotation policy of the sponsor or other broker to whom the trades are directed. Clients who do not know whether the program in which they participate requires that they direct brokerage to a particular firm should financial adviser/program sponsor. purchases sales; Client accounts and certain institutional accounts are generally reviewed on a daily basis. Each client is assigned to at least one portfolio manager, who is supported by These various investment professionals meet periodically on both a formal and informal basis to discuss portfolio strategy, composition, security selection, industry/sector weightings and other topics relevant to managing the account. Reviews generally include: all and new portfolio objective investment characteristics; adherence; benchmark and peer comparison; and account dispersion. Security specific research is formally reviewed and revised, as necessary. Trade Rotation Level 3: MIMBT’s model portfolio sponsor programs are generally included in the third level, receiving recommendations and/or investment model portfolios following the conclusion of MIMBT’s first and second levels of trade rotation. Where MIMBT engages a sub-adviser to provide portfolio management services, the sub-adviser’s trading rotation will follow their disclosed trade rotation. Trade Errors is assigned Other officers and employees of MIMBT, including in-house legal, compliance, and investment risk personnel, also review account matters on an ongoing basis. Among the matters reviewed are the nature and amounts of portfolio holdings, adherence to investment objectives and policies, and compliance with statutory and regulatory requirements. In addition, each institutional to a relationship account manager, who acts as a liaison between the client, the internal portfolio management team, and other personnel. Performance of is computed monthly and all accounts reviewed regularly by senior management. Content and Frequency of Reports Provided to Institutional and Wrap Clients information related errors in MIMBT has adopted policies and procedures it believes are reasonably designed to address the identification and correction of errors that occur in connection with MIMBT’s management of client accounts. These policies and procedures are designed to ensure that all clients are treated fairly in MIMBT’s remediation of trade errors and that impacted clients are restored to a position at least as favorable as they would have been in had the error not occurred. MIMBT will not under any circumstances seek to correct a trade error in one client account in a manner client that disadvantages another account. MIMBT generally will not net gains and losses arising from separate trade errors when remediating trade errors, but will net gains and losses resulting from the same error or a series of related transactions arising from certain closely circumstances. Item 13 — Review of Accounts Periodically, MIMBT supplies various types of portfolio to clients, as appropriate for the type of client and requested reporting frequency. Clients that request reports generally receive monthly and/or quarterly electronic statements and reports that relate applicable account information on topics including, but not limited to, the following: portfolio holdings; portfolio valuation; yield; credit quality and maturity; relative and absolute performance; trading and commission activity; and views on securities markets and the economy. Similar monthly information is typically provided to wrap fee program sponsors and made available to the clients within each wrap fee program depending on the program. 28  In addition to the foregoing, we prepare and disseminate a variety of special reports in accordance with individual client specifications and applicable regulatory requirements. Item 14 — Client Referrals and Other Compensation from Non- Clients by Intermediary and are negotiated based on a range of factors, including, but not limited to, ability to attract and retain assets, target markets, customer relationships, quality of service and industry reputation. Generally, such payments are based on a percentage of the advisory fees received by MIMBT in connection with advisory services provided to the referred client or investor. To the extent that MIMBT enters into these types of arrangements, it will comply with all requirements under applicable law. financial introductions MIMBT and its affiliates can, from time to time, make between prospective or current clients and other MIMBT affiliates in connection with the provision of various investment management or other services to such clients. Item 15 — Custody Due to the global nature of MIMBT’s activities investment advisory industry, the throughout MIMBT, at times, receives indirect economic benefits related to our advisory business as a whole, rather than any particular client (e.g., a volume discount on costs associated with operation of services supplied by vendors). MIMBT has adopted policies and procedures designed to ensure that the receipt of any such indirect economic benefit does not pose a conflict of interest or prevent us from acting in the best interests of our clients. MIMBT does not act as a custodian for client assets. However, pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), MIMBT can be deemed to have custody of client assets. Compensation for Client Referrals or MIMBT will be deemed to have custody of client assets with respect to any private fund for which MIMBT or an affiliate is the general partner or managing member. Private fund assets are maintained by qualified custodians and audited financial statements are distributed to fund investors within 120 days of fiscal year end in accordance with the Custody Rule. create an incentive Client funds and securities are held by a qualified custodian appointed by clients pursuant to a separate custody agreement or held by the clients themselves. The services and fees of such a qualified custodian are separate from our fees and clients are responsible for independently negotiating custody agreements and fees. carefully MIMBT will, from time to time, pay compensation for client referrals or the promotion of financial products advised by MIMBT, pursuant to applicable laws and regulations. Such compensation is paid to third parties, including investors, authorized dealers and other financial intermediaries institutions (collectively, “Intermediaries”). Such payments compensate Intermediaries for marketing and other services intended to assist in the distribution and marketing of financial products advised by MIMBT and/or investment advisory services provided by MIMBT, among other things, and for an Intermediary to highlight, feature or recommend such products or services. MIMBT pays Intermediaries for referrals from its own resources and such payments are not charged to advisory clients or investors in financial products advised by MIMBT and do not impact MIMBT’s advisory fees. Clients will receive account statements directly from their custodian and may also receive certain statements from MIMBT. Clients are strongly urged to review those to ensure they statements appropriately reflect the activity in their account. Our statements vary from custodial The aforementioned payments will differ 29  statements depending on accounting procedures, reporting dates, or valuation methodologies of certain securities. MIMBT with Item 16 — Investment Discretion client’s grant of voting proxies, MIMBT has contracted with various proxy advisory firms to analyze proxy statements on behalf of its clients and provide research recommendations on upcoming proxy votes in accordance with the Procedures. After a proxy has been voted for a client, a record of the vote will be available to clients as requested. The Committee and its delegates are responsible for overseeing the proxy advisory firms’ proxy voting activities. to MIMBT only provides discretionary advisory services to a client after signing investment management a written agreement or other document showing the investment discretion or other relevant authority. In exercising this discretionary investment authority, MIMBT adheres the investment policies, limitations, and restrictions of the account. MIMBT believes discretionary investment MIMBT’s authority is generally limited by: • Investment or style mandate; • Client-imposed restrictions on investments; documents fund prospectus), (e.g., if and/or statutory • Governing mutual applicable; • Regulatory restrictions; and recommendation When determining whether to invest in a particular company, one of the factors MIMBT may consider is the quality and depth of the company’s management. As a that result, recommendations of management on any issue (particularly routine issues) should be given a fair amount of weight in determining how proxy issues should be voted. Thus, on many issues, MIMBT’s votes are cast in accordance with the recommendations of the company’s management. However, MIMBT may vote against management’s position when it runs counter to MIMBT’s specific Proxy Voting Guidelines (the “Guidelines”), and MIMBT will also vote against management’s when MIMBT believes such position is not in the best interests of our clients. designed to • Applicable internal MIMBT and/or Group Macquarie restrictions or policies, such as address those potential conflicts of interest or risk. Item 17 — Voting Client Securities to and Procedures ownership Voting Committee plans MIMBT will vote proxies on behalf of clients pursuant to its Proxy Voting Policies (the “Procedures”). MIMBT has established a (the Proxy “Committee”) which is responsible for overseeing MIMBT’s proxy voting process for its clients. One of the main responsibilities of the Committee is to review and approve the Procedures to ensure that the Procedures are designed to allow MIMBT to vote proxies in a manner consistent with the goal of voting in the best interests of clients. In order to facilitate the actual process of As stated above, the Procedures also list specific Guidelines on how to vote proxies on behalf of MIMBT’s clients. Some examples of the Guidelines are as follows: (i) generally vote for shareholder proposals asking that a majority or more of directors be independent; (ii) generally vote for management or reduce proposals shareholder supermajority vote requirements, taking into account: structure; quorum requirements; and vote requirements; (iii) votes on mergers and acquisitions should be considered on a case-by-case basis; (iv) generally vote re-incorporation proposals on a case-by-case basis; (v) votes with respect to equity-based are compensation generally determined on a case-by-case basis; (vi) generally vote for proposals requesting that a company report on its policies, initiatives, oversight mechanisms, and ethical standards related to social, economic, and environmental sustainability, unless the 30  committed to accordance with the proxy advisory firm’s research recommendation or abstain from voting. Clients may request that their client services representative provide them with a complete copy of the Procedures and information on how their securities were voted by MIMBT. institute open-market plans in which Item 18 — Financial Information company already provides similar reports through other means or the company has formally the implementation of a reporting program based on Global Reporting Initiative guidelines or a similar standard; and (vii) generally vote for management proposals to share all repurchase shareholders participate on equal terms. MIMBT does not require or solicit pre- payment of fees more than six months in advance, if at all. MIMBT generally bills clients in arrears on a monthly or quarterly basis, although certain clients request that fees be paid in advance. MIMBT is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients, nor has MIMBT been the subject of a bankruptcy proceeding at any time during the past ten years. proxy advisory MIMBT has a section in its Procedures that addresses the possibility of conflicts of interest. Most of the proxies which MIMBT receives on behalf of its clients are voted in accordance with the Procedures. Since the Procedures are pre-determined by the Committee, application of the Procedures by portfolio management teams when voting proxies after reviewing the proxy and research provided by the proxy advisory firms should in most instances adequately conflicts of address any potential interest. If MIMBT becomes aware of a conflict of interest in an upcoming proxy vote, the proxy vote will generally be referred to the Committee or the Committee’s delegates for review. If the portfolio management team for such proxy intends to vote in accordance with firm’s the recommendation pursuant to MIMBT’s Procedures, then no further action is needed to be taken by the Committee. If MIMBT’s portfolio management team is considering voting a proxy contrary to the proxy advisory firm’s research recommendation under the Procedures, the Committee or its delegates will assess the proposed vote to determine if it is reasonable. The Committee or its delegates will also assess whether any business or other material relationships between MIMBT and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy. If the Committee or its delegates determines that the proposed proxy vote is unreasonable or unduly influenced by a conflict, the portfolio management team will be required to vote the proxy in 31  APPENDIX A MACQUARIE INVESTMENT MANAGEMENT ADVISERS REPRESENTATIVE INSTITUTIONAL FEE SCHEDULES Fees and Breakpoints Institutional Account Type (Fixed Income) .30% — on assets up to $50 Million .25% — on assets between $50 Million to $100 Million .20% — on assets between $100 Million to $150 Million Credit Insurance .18% — on assets between $150 Million to $250 Million .15% — on assets between $250 Million to $1 Billion Negotiable — assets above $1 Billion Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Corporate .30% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Green Opportunities .30% — on amounts over $500 Million Minimum Fee — None 32  Fees and Breakpoints Institutional Account Type (Fixed Income) .60% — on amounts up to $50 Million .50% — on amounts from $50 Million to $100 Million .40% — on amounts from $100 Million to $250 Million Emerging Markets Debt Limited Term .35% — on amounts from $250 to $500 Million .30% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Local Currency .30% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Select Opportunities .30% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Sovereign .30% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $100 Million .40% — on amounts from $100 Million to $250 Million .35% — on amounts from $250 to $500 Million Emerging Markets Debt Sovereign ESG .30% — on amounts over $500 Million Minimum Fee — None 33  Fees and Breakpoints Institutional Account Type (Fixed Income) .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million Nuclear Decommissioning Trust Crossover .20% — on amounts over $100 Million Minimum Fee — None 0.45% — on amounts up to $100 Million 0.40% — on amounts from $100 Million to $200 Million US Bank Loans 0.35% — on amounts over $200 Million Minimum Fee — None .70% — on amounts up to $25 Million .60% — on amounts from $25 Million to $50 Million US Convertible Bond .50% — on amounts from $50 Million to $100 Million .45% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $50 Million US Core Fixed Income .20% — on amounts from $50 Million to $100 Million .15% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $50 Million US Core Plus Fixed Income .20% — on amounts from $50 Million to $100 Million .15% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million US Corporate Bond .20% — on amounts over $100 Million Minimum Fee — None 34  Fees and Breakpoints Institutional Account Type (Fixed Income) .35% — on amounts up to $25 Million .30% — on amounts from $25 Million to $100 Million US Diversified Floating Rate .25% — on amounts over $100 Million Minimum Fee — None .45% — on amount up to $50 Million .40% — on amounts from $50 Million to $100 Million US High Yield Bond .35% — on amounts over $100 Million Minimum Fee — None .40% — on amounts up to $50 Million .30% — on amounts from $50 Million to $100 Million US High Yield Municipal .25% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million US Intermediate Municipal .20% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $50 Million US Intermediate Term .20% — on amounts from $50 Million to $100 Million .15% — on amounts over $100 Million Minimum Fee — None .25% — on amounts up to $25 Million .20% — on amounts from $25 Million to $100 Million US Limited Term .15% — on amounts over $100 Million Minimum Fee — None .25% — on amounts up to $25 Million .20% — on amounts from $25 Million to $100 Million US Limited Term Multi Sector .15% — on amounts over $100 Million Minimum Fee — None 35  Fees and Breakpoints Institutional Account Type (Fixed Income) .35% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million US Long Duration .20% — on amounts over $100 Million Minimum Fee — None .35% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million US Long Duration Government Credit .20% — on amounts over $100 Million Minimum Fee — None .35% — on amounts up to $25 Million .30% — on amounts from $25 Million to $50 Million US Multi Sector .25% — on amounts from $50 Million to $100 Million .20% — on amounts over $100 Million Minimum Fee — None .30% — on amounts up to $25 Million .25% — on amounts from $25 Million to $100 Million US Municipal .20% — on amounts over $100 Million Minimum Fee — None .15% — on amounts up to $25 Million US Ultra Short .12% — on amounts from $25 million – $100 Million .10% — on amounts over $100 Million Minimum Fee — None 36  Fees and Breakpoints Institutional Account Type (Equities) .75% — on amounts up to $50 Million .60% — on amounts from $50 million – $100 Million Asset Strategy .50% — on amounts over $100 Million Minimum Fee — None 0.80% — on amounts up to $50 Million 0.70% — on amounts from $50 Million to $100 Million Climate Solutions Equity 0.60% — on amounts over $100 Million Minimum Fee — None 1.10% — on amounts up to $50 Million 0.90% — on amounts from $50 Million to $100 Million Emerging Markets Equity 0.75% — on amounts from $100 Million to $200 Million 0.60% — on amounts over $200 Million Minimum Fee — None .80% — on amounts up to $25 Million .75% — on amounts from $25 million – $50 Million Global Equity .65% — on amounts over $50 Million Minimum Fee — None .70% — on amounts up to $30 Million .60% — on amounts from $30 Million to $55 Million .55% — on amounts from $55 Million to $105 Million Global Equity Compounders .50% — on amounts over $105 Million Minimum Fee — None .90% — on assets up to $250 Million .80% — on assets between $250 Million to $500 Million Global Healthcare Equity .70% — on amounts over $500 Million Minimum Fee — None .60% — on amounts up to $50 Million .50% — on amounts from $50 million – $100 Million Global Listed Infrastructure Equity .45% — on amounts over $100 Million Minimum Fee — None 37  Fees and Breakpoints Institutional Account Type (Equities) .80% — on amounts up to $50 Million .70% — on amounts from $50 million – $100 Million Global Listed Real Assets .60% — on amounts over $100 Million Minimum Fee — None .70% — on amounts up to $100 Million .65% — on amounts from $100 Million to $250 Million Global Listed Real Estate .60% — on amounts over $250 Million Minimum Fee — None .75% — on amounts up to $50 Million .60% — on amounts from $50 million – $100 Million Global Natural Resources Equity .50% — on amounts over $100 Million Minimum Fee — None 50% — on amounts up to $50 Million .40% — on amounts from $50 Million to $100 Million Global Sustainable Development Equity .30% — on amounts over $100 Million Minimum Fee — None .75% — on amounts up to $50 Million .65% — on amounts from $50 million – $100 Million International Core Equity .60% — on amounts over $100 Million Minimum Fee — None .70% — on amounts up to $30 Million .60% — on amounts from $30 Million to $55 Million .55% — on amounts from $55 Million to $105 Million International Equity Compounders .50% — on amounts over $105 Million Minimum Fee — None .70% — on amounts up to $50 Million .65% — on amounts from $50 million – $100 Million Science and Technology .60% — on amounts over $100 Million Minimum Fee — None 38  Fees and Breakpoints Institutional Account Type (Equities) .65% — on amounts up to $25 Million .45% — on amounts from $25 Million to $50 Million .35% — on amounts from $50 Million to $100 Million Socially Responsible US Large Cap Core Equity .30% — on amounts over $100 Million Minimum Fee — None .60% — on amounts up to $50 Million .55% — on amounts from $50 Million to $100 Million Systematic Emerging Markets Equity .50% — on amounts over $100 Million Minimum Fee — None .425% — on amounts up to $50 Million .40% — on amounts from $50 Million to $150 Million Systematic US Core Equity .375% — on amounts over $150 Million Minimum Fee — None .425% — on amounts up to $50 Million .40% — on amounts from $50 Million to $150 Million Systematic US Growth and Income Equity .375% — on amounts over $150 Million Minimum Fee — None .425% — on amounts up to $50 Million .40% — on amounts from $50 Million to $150 Million Systematic US Growth Equity .375% — on amounts over $150 Million Minimum Fee — None .50% — on amounts up to $50 Million .40% — on amounts from $50 million – $100 Million US Large Cap Core Equity .35% — on amounts over $100 Million Minimum Fee — None .50% — on amounts up to $50 Million .40% — on amounts from $50 million – $100 Million US Large Cap Growth Equity .35% — on amounts over $100 Million Minimum Fee — None 39  Fees and Breakpoints Institutional Account Type (Equities) .50% — on amounts up to $50 Million .40% — on amounts from $50 million – $100 Million US Large Cap Growth Equity Concentrated .35% — on amounts over $100 Million Minimum Fee — None .70% — on amounts up to $25 Million .50% — on amounts from $25 Million to $50 Million US Large Cap Value Equity .40% — on amounts from $50 Million to $100 Million .30% — on amounts over $100 Million Minimum Fee — None .70% — on amounts up to $50 Million .60% — on amounts from $50 Million to $100 Million US Listed Real Estate .50% — on amounts over $100 Million Minimum Fee — None .60% — on amounts up to $50 Million .50% — on amounts from $50 million – $100 Million US Mid Cap Growth Equity .45% — on amounts over $100 Million Minimum Fee — None .60% — on amounts up to $50 Million .50% — on amounts from $50 million – $100 Million US Mid Cap Income Opportunities .45% — on amounts over $100 Million Minimum Fee — None .80% — on amounts up to $25 Million .70% — on amounts from $25 Million to $50 Million US Mid Cap Value Equity .60% — on amounts over $50 Million Minimum Fee — None .85% — on amounts up to $50 Million .75% — on amounts from $50 Million to $100 Million US Small Cap Core Equity .65% — on amounts over $100 Million Minimum Fee — None 40  Fees and Breakpoints Institutional Account Type (Equities) .75% — on amounts up to $50 Million .70% — on amounts from $50 million – $100 Million US Small Cap Growth Equity .65% — on amounts over $100 Million Minimum Fee — None 1.00% — on amounts up to $25 Million .80% — on amounts from $25 Million to $50 Million US Small Cap Value Equity .75% — on amounts over $50 Million Minimum Fee — None .80% — on amounts up to $25 Million .65% — on amounts from $25 Million to $50 Million US Smid Cap Core Equity .55% — on amounts from $50 Million to $100 Million .45% — on amounts over $100 Million Minimum Fee — None .65% — on amounts up to $50 Million .50% — on amounts from $50 Million to $100 Million US Wealth Builder .40% — on amounts over $100 Million Minimum Fee — None 41  APPENDIX B MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST REPRESENTATIVE STRATEGIES AND ACCOMPANYING RISKS Clients are reminded that investing in securities involves risk, including the risk that you receive little or no return on your investment and the risk that you lose part or all of the money you invest. Before making any investment, you should carefully evaluate the risks involved. The list included in this appendix outline the primary strategies utilized by MIMBT. Definitions of all material risks associated with our strategies can be found following the applicable lists. Clients are encouraged to review their investor materials for further discussion of these risks and other risks not discussed here. INSTITUTIONAL EQUITY STRATEGIES Asset Strategy: The Asset Strategy, formerly known as the Ivy Asset Strategy Composite, consists of portfolios seeking to provide total return. The purpose of the portfolios within the strategy is to achieve equity-like returns while mitigating equity-like risk. Portfolios begin by investing a portion of assets in global equity securities (the Equity Sleeve). Risk mitigation is sought by allocating the remaining assets among other asset classes (the Diversifying Sleeve) that seek to provide returns while having less correlation to the Equity Sleeve. The Diversifying Sleeve asset classes may include global fixed-income securities, United States Treasury instruments, precious metals, commodities and cash. investable universe Climate Solutions Equity: The Climate Solutions Equity Strategy invests in companies making a significant impact on greenhouse gas emission reductions and the transition to a low-carbon economy, while also emphasizing selection of companies with perceived superior financial risk-adjusted returns. To be included in the portfolio, stocks will either be identified as reducers, companies capable of materially reducing, displacing and/or sequestering their own carbon emissions or identified as facilitators, those companies helping others to reduce emissions. The is developed and emerging markets and all capitalizations. Emerging Markets Equity: The Emerging Markets Equity Strategy seeks to invest in companies with a discount to intrinsic value, sustainable business franchise, and strong management primarily located in an emerging market. 42  Global Equity: The Global Equity Strategy, formerly known as the Ivy Global Equity Composite and earlier the Ivy Global Growth Composite, consists of portfolios seeking to provide growth of capital by investing primarily in large capitalization common stocks of U.S. and foreign companies that the investment manager believes to have the potential for long- term growth and/or operate in regions or countries the manager believes to possess attractive growth characteristics. Global Equity Compounders: The Global Equity Compounders Strategy includes investment portfolios that the firm advises or manages on behalf of clients and investors according to the Global Equity Compounders Strategy. Portfolios are invested in a broad range of transferable international equities. The use of leverage, derivatives and short positions is prohibited. Global Healthcare Equity: The Global Healthcare Equity Strategy seeks superior risk- adjusted returns by investing primarily in large- and mid-capitalization companies that develop, produce, or distribute products or services related to the healthcare or medical industries and derive a substantial portion of their sales from products and services in the healthcare industry. Global Listed Infrastructure Equity: The Global Listed Infrastructure Strategy seeks to invest in globally listed or expected-to-be-listed infrastructure securities issued by entities that have as their primary focus, the management, ownership and/or operation of infrastructure and utilities assets. Global Listed Real Assets: The Global Listed Real Assets Strategy seeks total return, which is targeted to be in excess of inflation, through growth of capital and current income by investing in liquid, listed real assets securities that are both tangible and intangible. Global Listed Real Estate: The Global Listed Real Estate Equity Strategy includes accounts whose objective is to exceed the FTSE EPRA/NAREIT Developed Real Estate Index. Securities are selected from real estate and real estate related securities listed on stock exchanges globally. Portfolios will typically hold between 40 and 100 securities. The strategy performance is expressed in US dollars and without hedging. Global Natural Resources Equity: The Global Natural Resources Equity Strategy seeks to invest in equity securities of issuers in global natural resources industries. The Strategy aims to position the portfolio to participate in both longer-term broad-based commodity cycles as well as individual commodity cycles. Global Sustainable Development Equity: The Global Sustainable Development Equity Strategy, formerly known as the Global Impact Equity Composite, invests in companies whose products, services and/or actions have been identified as being aligned with the United Nations' Sustainable Development Goals (SDGs) according to MAM's proprietary SDG database. The portfolio will be structured to minimize tracking error to the MSCI World Index. International Core Equity: The International Core Equity Strategy, formerly known as the Ivy International Core Equity Composite, consists of portfolios seeking to provide capital 43  growth and appreciation. Portfolios within the strategy primarily invest in equity securities principally traded in developed European and Asian/Pacific Basin markets. Portfolios in the strategy may also invest in issuers located or doing business in emerging market countries to enhance potential returns. Portfolios within the strategy primarily invest in large capitalization companies with a core-style approach. Portfolios within the strategy may use forward contracts in seeking to manage its exposure (increase or decrease) to various foreign currencies. International Equity Compounders: The International Equity Compounders Strategy, formerly known as the International Large Cap Value Equity Composite, seeks to provide value-added returns and overall portfolio diversification to investors by investing in carefully selected companies, primarily located outside of the US in all market capitalizations. Science and Technology: The Science and Technology Strategy, formerly known as the Ivy Science & Technology Composite, consists of portfolios seeking to provide growth of capital. Portfolios within the strategy primarily invest in equity securities of science and technology companies around the globe, as well as, companies that are poised to benefit via the application of science and technology. Portfolios within the Strategy may invest in securities issued by companies of any size, and may invest without limitation to foreign securities, including securities of issuers within emerging markets. While a growth bias may at times be present, the strategy is not limited to growth companies. Socially Responsible US Large Cap Core Equity: The Socially Responsible US Large Cap Core Equity Strategy utilizes social screens to create a customized universe of large-cap stocks that is consistent with each client's values. Systematic Emerging Markets Equity: The Systematic Emerging Markets Equity Strategy consists of portfolios that use quantitative techniques to identify investment opportunities that generate reliable excess returns in the MSCI Emerging Markets Index. The investment approach is designed to be well-diversified across investment themes and aims to minimise unrewarded risks through a robust portfolio construction process. Systematic US Core Equity: The Systematic US Core Equity Strategy consists of portfolios that use quantitative techniques to identify investment opportunities that generate reliable excess returns in the S&P 500 Index. The investment approach is designed to be well- diversified across investment themes and aims to minimise unrewarded risks through a robust portfolio construction process. Systematic US Growth and Income Equity: The Systematic US Growth and Income Equity Strategy, formerly known as the US Equity Income Composite, consists of portfolios that use quantitative techniques to identify investment opportunities that generate reliable excess returns in the Russell 1000 Value Index. The investment approach is designed to be well- diversified across investment themes and aims to minimise unrewarded risks through a robust portfolio construction process. Systematic US Growth Equity: The Systematic US Growth Equity Strategy consists of portfolios that use quantitative techniques to identify investment opportunities that generate 44  reliable excess returns in the Russell 1000 Growth Index. The investment approach is designed to be well-diversified across investment themes and aims to minimise unrewarded risks through a robust portfolio construction process. US Large Cap Core Equity: The US Large Cap Core Equity Strategy, formerly known as the Ivy US Large Cap Core Equity Composite and earlier the Ivy US Core Equity Composite, consists of portfolios seeking to provide capital growth & appreciation. Portfolios within the strategy primarily invest in U.S. common stocks of large capitalization companies, which are typically companies with market capitalizations of at least $10 billion at time of acquisition. US Large Cap Growth Equity: The US Large Cap Growth Equity Strategy, formerly known as the Ivy Large Cap Growth Composite, consists of portfolios seeking to provide growth of capital. Portfolios within the strategy primarily invest in U.S. common stocks of large capitalization, growth-oriented companies with above-average levels of profitability and that are believed to have the ability to sustain growth over the long term. Large capitalization companies typically are companies with market capitalizations of at least $10 billion at time of acquisition. US Large Cap Growth Equity Concentrated: The US Large Cap Growth Equity Concentrated Strategy, formerly known as the Ivy Large Cap Growth Concentrated Composite, consists of portfolios seeking to provide growth of capital. Portfolios within the strategy primarily invest in a concentrated selection of U.S. common stocks of large capitalization, growth-oriented companies with above-average levels of profitability and that are believed to have the ability to sustain growth over the long term. Large capitalization companies typically are companies with market capitalizations of at least $10 billion at time of acquisition. Portfolios within this strategy limit the number of holdings generally to 25 or less. US Large Cap Value Equity: The US Large Cap Value Equity Strategy seeks superior long- term risk-adjusted returns by focusing on stocks whose prices are low on a historical basis or low relative to the appropriate sector or overall market based on measures such as book value, operating cash flow, and earnings. US Listed Real Estate: The US Listed Real Estate Equity Strategy includes accounts whose objective is to exceed the FTSE NAREIT Equity REITS Index. Securities are selected from real estate and real estate related securities listed on North American stock exchanges. Portfolios will typically hold between 30 and 60 securities. The strategy performance is expressed in US dollars and without hedging. US Mid Cap Growth Equity: The US Mid Cap Growth Equity Strategy, formerly known as the Ivy Mid Cap Growth Composite, consists of portfolios seeking to provide growth of capital. Portfolios within the strategy primarily invest in U.S. common stocks of mid-capitalization, growth-oriented companies that the investment manager believes are high quality and/or offer above-average growth potential. For purposes of this strategy, mid-capitalization companies typically are companies with market capitalizations within the range of companies in the Russell Midcap® Growth Index at the time of acquisition. US Mid Cap Income Opportunities: The US Mid Cap Income Opportunities Strategy, 45  formerly known as the Ivy Mid Cap Income Opportunities Composite, consists of portfolios seeking to provide total return through a combination of current income and capital appreciation. Portfolios within the strategy primarily invest in a diversified portfolio of income-producing U.S. common stocks of mid-capitalization companies that the investment manager believes demonstrates favorable prospects for total return. For purposes of the strategy, mid-capitalization companies typically are companies with market capitalizations within the range of companies in the Russell Midcap® Index at the time of acquisition. US Mid Cap Value Equity: The US Mid Cap Value Equity Strategy seeks to invest in mid- capitalization value stocks with the Russell Midcap Value Index as its primary benchmark. US Small Cap Core Equity: The US Small Cap Core Equity Strategy seeks to invest in small- cap stocks with the Russell 2000 Index as its primary benchmark. US Small Cap Growth Equity: The US Small Cap Growth Equity Strategy, formerly known as the Ivy Small Cap Growth Composite, consists of portfolios seeking to provide growth of capital. Portfolios within the strategy primarily invest in U.S. common stocks of small capitalization companies. For purposes of the strategy, small capitalization companies typically are companies with market capitalizations within the range of companies in the Russell 2000® Growth Index at time of acquisition. US Small Cap Value Equity: The US Small Cap Value Equity Strategy seeks to realize long- term capital appreciation by investing in securities of small-cap value companies. US Smid Cap Core Equity: The US Smid Cap Core Equity Strategy seeks to provide attractive long-term capital appreciation by investing in a diversified portfolio consisting primarily of small- and medium capitalization equity securities, based upon fundamental research. US Wealth Builder: The US Wealth Builder Strategy invests in a mix of income-generating equity and debt securities. 46  RISK DISCLOSURES INSTITUTIONAL EQUITY STRATEGIES  Asset Allocation Risk — The risk associated with the allocation of a portfolio's assets amongst varying underlying styles. Portfolio managers often make investment decisions independently of one another and may make conflicting investment decisions which could be detrimental to a portfolio's performance. There is a risk that the allocation of assets will skew toward a category or underlying fund that performs poorly relative to other categories or funds, or to the market as a whole, which could result in a portfolio performing poorly.  Bank Loans and Other Indebtedness Risk — The risk that a portfolio will not receive payment of principal, interest, and other amounts due in connection with these investments. Loans that are fully secured offer a portfolio more protection than unsecured loans in the event of non-payment of scheduled interest or principal, although there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower's obligation, or that the collateral can be liquidated. Some loans or claims are in default at the time of purchase. Certain of the loans and the other direct indebtedness acquired by a portfolio involve revolving credit facilities or other standby financing commitments that obligate a portfolio to pay additional cash on a certain date or on demand. These commitments could require a portfolio to increase its investment in a company at a time when that portfolio might not otherwise decide to do so (including at a time when the company's financial condition makes it unlikely that such amounts will be repaid). To the extent that a portfolio is committed to advance additional cash, it will at all times hold and maintain cash or other high-grade debt obligations in an amount sufficient to meet such commitments.  China Investment Risk — The risk that the markets in the greater China region can experience significant volatility due to social, economic, regulatory, and political uncertainties. Stock Connect (Connect Program) is a mutual market access program through which investors in Mainland China and Hong Kong can trade and settle shares listed on the other market via the stock exchanges and clearing houses in their home market. Connect Programs are subject to quota limitations, and an investor cannot purchase and sell the same security on the same trading day, which may restrict a portfolio’s ability to invest in China A-shares through the Connect Programs and to enter or exit trades on a timely basis. Only certain China A-shares are eligible to be accessed through the Connect Programs. Such securities may lose their eligibility at any time, in which case they could be sold, but could no longer be purchased through the Connect Programs. Because the Connect Programs are relatively new, the actual effect on the market for trading China A-shares with the introduction of large numbers of foreign investors is unknown. (Please also see Foreign Securities Risk) Investments in China A-shares may not be covered by the securities investor protection programs of a participating exchange and, without the protection of such programs, will be subject to the risk of default by the broker. Because of the way in which China A-shares are held in a Connect Program, the portfolios may not be able to exercise the rights of a shareholder and may be limited in its ability to pursue claims against the issuer of a security. Chinese companies, particularly those engaged in export-oriented businesses, may be 47  adversely impacted by trade or political disputes with China’s major trading partners, including the United States. In addition, the Chinese government may actively attempt to influence the operation of Chinese markets through currency controls, direct investments, limitations on specific types of transactions (such as short selling), limiting or prohibiting investors (including foreign institutional investors) from selling holdings in Chinese companies, or other similar actions. Chinese-based operating companies sometimes rely on variable interest entity (VIE) structures (typically offshore entities that enter into contractual arrangements with the China-based company) to raise capital from non-Chinese investors, even though such arrangements are not formally recognized under Chinese law. Under a VIE structure, a portfolio will own shares of the offshore entity and typically have little or no ability to influence the China-based operating company through proxy voting or other means because it is not an owner or shareholder of the China-based operating company. There is no guarantee that the Chinese government or a Chinese regulator will not otherwise interfere with the operation of VIE structures, which could adversely affect the Chinese operating company's performance, the enforceability of the offshore entity's contractual arrangements with the Chinese operating company and the value of the offshore entity's shares. • Climate Change Investment Focus Risk — The risk that the climate change strategies’ focus on securities of issuers that seek to reduce, displace and/or sequester GHG emissions or help others to do so may affect the strategy’s exposure to certain sectors or types of investments. The strategy’s relative investment performance may also be impacted depending on whether such sectors or investments are in or out of favor with the market. Certain investments may be dependent on or influenced by U.S. and foreign government policies, including tax incentives and subsidies, as well as on political support for certain environmental initiatives and developments affecting companies focused on sustainable energy and climate change solutions generally.  Counterparty Risk — The risk that a counterparty to a derivative contract (such as a swap, futures or options contract) or a repurchase agreement fails to perform its obligations under the contract or agreement due to financial difficulties (such as a bankruptcy or reorganization) or otherwise.  Credit Risk — The risk that a bond's issuer will be unable to make timely payments of interest and principal. Investing in so-called "junk" or "high yield" bonds entails greater risk of principal loss than the risk involved in investment grade bonds.  Currency Risk — The risk that the value of a portfolio's investments can be negatively affected by changes in foreign currency exchange rates. Adverse changes in exchange rates reduce or eliminate any gains produced by investments that are denominated in foreign currencies and increases any losses. Currency exchange rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad.  Cybersecurity Risk — The risk that MIMBT and its service providers, are prone to 48  operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cybersecurity risks have increased due to the increasing use of hybrid working arrangements and external ransomware attacks that are impacting company supply chains. Cyber-attacks affecting MIMBT or its service providers may adversely impact client accounts. For instance, certain cyber-attacks interfere with the processing of investor transactions, impact the ability to calculate NAV, cause the release of private shareholder information or confidential business information, impede trading, and/or cause reputational damage. Similar types of cyber security risks are also present for issuers of securities in which a client account may invest, which could result in material adverse consequences for such issuers and may cause an account’s investment in such companies to lose value.  Default Risk — The risk an issuer may not be able or willing to make principal and interest payments when due.  Derivatives Risk - Derivatives generally involve additional expenses and are subject to the risk that a security or a securities index to which the derivative is associated moves in the opposite direction from what the portfolio manager had anticipated, or that the linkage between the underlying security or target exposure and the derivative may not behave as expected. Derivatives may employ leverage, meaning that gains or losses can be increased. Derivatives require complex legal contracts and are exposed to the risk that legal contracts do not function as intended. Derivatives may require complex pricing and fair valuing, and this pricing may not reflect the actual exit price of a derivative position. Derivatives may also incur Counterparty Risk.  Emerging Markets Risk — The risk that international investing (particularly in emerging markets) may be adversely affected by political instability; changes in currency exchange rates; inefficient markets and higher transaction costs; foreign economic conditions; the imposition of economic or trade sanctions; or inadequate or different regulatory and accounting standards. The risk associated with international investing will be greater in emerging markets than in more developed foreign markets because, among other things, emerging markets may have less stable political and economic environments. In addition, there often is substantially less publicly available information about issuers and such information tends to be of a lesser quality. Economic markets and structures tend to be less mature and diverse, and the securities markets may also be smaller, less liquid, and subject to greater price volatility. There also may be greater risk associated with the custody and settlement of securities in such markets. Further, emerging markets can be affected adversely by changes to the economic health of certain key trading partners, such as the United States or China, regional or global conflicts, pandemics, terrorism or war.  ESG Risk — The risk that using ESG criteria in the investment process may exclude certain companies for non-investment reasons and, therefore, the manager may forgo some market opportunities available to strategies that do not use ESG factors. In addition, because company GHG emissions data are not standardized (and are further subject to estimation error when not company-reported), the data sets the manager must 49  rely on may imperfectly represent companies’ true GHG emissions. Also, the company emissions targets that MIMBT sets are based on model assumptions and estimations that carry the inherent risk associated with any modeling or estimating process.  Foreign Company Accounting Risk — The risk that foreign companies are subject to different accounting, auditing, and financial reporting standards than U.S. companies. There may be less information available about foreign issuers than domestic issuers. Furthermore, regulatory oversight of foreign issuers may be less stringent or less consistently applied than in the U.S.  Foreign Government/Supranational Risk — The risk that a foreign government or government-related issuer is not able or willing to make timely payments on its external debt obligations.  Foreign Securities Risk — The risk that foreign securities may be adversely affected by political instability, changes in currency exchange rates, inefficient markets and higher transaction costs, foreign economic conditions, the imposition of economic or trade sanctions, or inadequate or different regulatory and accounting standards. Hostilities and armed conflicts between countries, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, may result in sanctions, supply chain disruptions or other events that may have severe adverse effects on the region’s economies and more globally, including significant negative impact on markets for certain securities and commodities, such as oil and natural gas. Any cessation of trading securities in these markets will impact the value and liquidity of certain portfolio holdings.  Forward Foreign Currency Risk — The risk that when a portfolio decides to hedge against currency risks, for example using forward currency contracts, the portfolio will be subject to risks, including counterparty risk, and the risk that the hedge fails to perform as expected and hence does not mitigate losses. Hedging also reduces the potential for gains.  Fund of Funds Risk — The ability of a fund of funds to meet its investment objective is directly related to its target allocations among underlying funds and the ability of those funds to meet their investment objectives. A fund of funds’ share price will likely change daily based on the performance of the underlying funds in which it invests. In general, a fund of funds is subject to the same risks as those of the underlying funds it holds. Additionally, actions by the investing fund could have consequences for the underlying funds. For example, if there are other investors in the underlying funds, they are also subject to the risk that the investing fund could withdraw its entire investment, leaving behind a much smaller fund with higher expenses.  Futures and Options Risk — The risk that a portfolio experiences a loss if it employs an options or futures strategy related to a security or a market index and that security or index moves in the opposite direction from what the manager anticipated. Futures and options also involve additional expenses (such as the payment of premiums), which could reduce any benefit or increase any loss that a portfolio gains from using the strategy. Futures and Options are derivatives, and hence are also exposed to Derivatives Risk 50   Government and regulatory risk — The risk that governments or regulatory authorities have, from time to time, taken or considered actions that could adversely affect companies in which a portfolios invests, or the investment strategies employed by a portfolio. For example, the imposition by governments of tariffs, sanctions or other restrictions on trade could adversely affect companies located in the country of the government imposing the restriction or in countries that are trade partners with that country.  Growth Stocks Risk — The risk that growth stocks may be more volatile than certain other types of stocks and their prices may fluctuate more dramatically than the overall stock market. Growth stocks, due to their relatively high market valuations, typically have been more volatile than value stocks. Growth stocks may not pay dividends, or may pay lower dividends, than value stocks and may be more adversely affected in a down market.  Healthcare Risk — The risk that the value of a portfolio's shares will be affected by factors particular to the healthcare and related sectors and will fluctuate more widely than that of a portfolio that invests in a broad range of industries. Healthcare companies are subject to extensive government regulation and their profitability can be affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure, and malpractice or other litigation.  IBOR Risk - The risk that changes related to the use of the London Interbank Offered Rate (LIBOR) or similar interbank offered rates (“IBORs,” such as the Euro Overnight Index Average (EONIA)) could have adverse impacts on financial instruments that reference such rates. While some instruments may contemplate a scenario where LIBOR or a similar rate is no longer available by providing for an alternative rate setting methodology, not all instruments have such fallback provisions and the effectiveness of replacement rates is uncertain. The abandonment of LIBOR and similar rates could affect the value and liquidity of instruments that reference such rates, especially those that do not have fallback provisions. The use of alternative reference rate products may impact investment strategy performance.  Income Stocks Risk — The risk that income from stocks may be reduced by changes in the dividend policies of companies and the capital resources available for such payments at such companies. Depending upon market conditions, income producing common stock may not be widely available and/or may be highly concentrated in only a few market sectors, thereby limiting the ability to produce current income.  Industry and Sector Risk — The risk that the value of securities in a particular industry or sector (such as information technology) will decline because of changing expectations for the performance of that industry or sector making a strategy more vulnerable to unfavorable developments in that economic sector than strategies that invest more broadly.  Inflation Risk — The risk that inflation and rapid fluctuations in inflation rates will have negative effects on economies and financial markets. Inflation has the potential to increase the cost of fuel, energy, labor, and raw materials, cause supply chain shortages, and adversely affect consumer spending, economic growth, and the operations of issuers. 51  Past governmental efforts to reduce inflation have involved drastic economic measures that have had a material adverse effect on the level of economic activity in the countries where such measures were employed, and similar governmental efforts could be taken in the future to reduce inflation and could have similar effects.  Information Technology Sector Risk — The risk that investments associated with investing in the information technology sector, in addition to other risks, include the intense competition to which information technology companies may be subject; the dramatic and often unpredictable changes in growth rates and competition for qualified personnel among information technology companies; effects on profitability from being heavily dependent on patent and intellectual property rights and the loss or impairment of those rights; obsolescence of existing technology; general economic conditions; and government regulation.  Infrastructure-Related Companies Risk — Infrastructure-related businesses are subject to a variety of factors that adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition, uncertainties concerning availability of fuel at reasonable prices, the effects of energy conservation policies, governmental actions or loss of tax incentives and other factors.  Interest Rate Risk — Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Because of this risk, investments in fixed income securities are subject to risk even if such investments are paid in full at maturity. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities.  Investment Company Securities Risk — The risks of investments in investment companies typically reflect the risks of the types of securities in which the investment companies invest. As a shareholder in an investment company, a portfolio would bear its pro rata share of that investment company’s expenses, which could result in the duplication of certain fees, including management and administrative fees.  Large Capitalization Risk — The risk that large-capitalization companies tend to be less volatile than companies with smaller market capitalizations, and therefore portfolios that focus on these companies may have less potential for large price rises when compared to portfolios that focus on smaller capitalization companies.  Less Liquid Securities Risk — The risk that investments cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid investments may trade at a discount from comparable, more liquid investments, and may be subject to wide fluctuations in market value. An account also may not be able to dispose of illiquid investments at a favorable time or price during periods of infrequent trading of an illiquid investment. There is generally no established retail secondary market for high yield securities. As a result, the secondary market for high yield securities is more limited and less liquid than other secondary securities markets. The high yield secondary market is particularly susceptible to liquidity problems when institutional investors, such as 52  mutual funds, and certain other financial institutions, temporarily stop buying bonds for regulatory, financial, or other reasons. Adverse publicity and investor perceptions may also disrupt the secondary market for securities.  Leveraging Risk — The risk that certain portfolio transactions, such as reverse repurchase agreements, short sales, loans of portfolio securities, and the use of when- issued, delayed delivery or forward commitment transactions, or derivative instruments, may give rise to leverage, causing a portfolio to be more volatile than if it had not been leveraged.  Limited Number of Stocks Risk — The risk of the possibility that a single security's increase or decrease in value has a greater impact on the portfolio's value and total return because the portfolio would hold larger positions in fewer securities than other portfolios.  Market Risk — The risk that the value of equity securities varies according to how the market reacts to factors relating to the issuer, market activity or the economy in general. For example, when the economy is expanding, the market tends to attach positive outlooks to companies and the value of their stocks tends to rise. The opposite is also true. Events such as war, military conflict, geopolitical disputes, acts of terrorism, social or political unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, tariffs, and other restrictions on trade, sanctions or the spread of infectious illness or other public health threats or the threat or potential of one or more such events and developments, could also significantly impact the value of these securities. Market value does not always reflect the intrinsic value of a company.  Market Disruption Risk — The risk that all or a majority of the securities in a certain market—such as the stock or bond market—will decline in value because of factors such as adverse political or economic conditions, future expectations, or investor confidence or heavy institutional selling.  Master Limited Partnership Risk — The risk that holders of the units of MLPs have more limited control and limited rights to vote on matters affecting the partnership. There are also certain tax risks associated with an investment in units of MLPs.  Medium-Cap Companies Risk — Securities issued by medium-sized companies generally are subject to more abrupt market movements and involve greater risks than investments in larger companies. This is due to, among other things, the greater business risks of smaller size and limited product lines, markets, distribution channels, and financial and managerial resources.  Natural Disaster/Epidemic Risk — The risk that the value of a portfolio’s investments may be negatively affected by natural disasters, epidemics, or similar events. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a strategy’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, 53  market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries. These disruptions could prevent a strategy from executing advantageous investment decisions in a timely manner and could negatively impact the strategy’s ability to achieve its investment objective.  Non-Diversification Risk — Because a non-diversified portfolio invests its assets in fewer issuers, the value of portfolio shares will be more dependent on these issuers, and more likely increase or decrease more rapidly than if it were fully diversified.  Operational Risk — The risk that MIMBT, its service providers, and other market participants depend on information and communication technologies to conduct their day- to-day business operations. These systems are subject to a number of different risks which could adversely affect MIMBT or a particular investment strategy despite business continuity plans in place to mitigate these risks.  Political Risk — The risk that countries or an entire region experience political instability. This generally causes greater fluctuation in the value and liquidity of investments due to, for example, changes in currency exchange rates, governmental seizures, or nationalization of assets.  Prepayment Risk —The risk that the principal on a bond that is held by a portfolio will be prepaid prior to maturity at a time when interest rates are lower than what that bond was paying. A portfolio may then have to reinvest that money at a lower interest rate.  Real Estate Industry Risk — This risk includes, among others: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the cleanup of, and liability to third parties resulting from, environmental problems; casualty for condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates; cash-flow fluctuations; and defaults by borrowers. Real estate investment trusts (REITs) are also subject to the risk of failing to qualify for tax-free pass- through of income under the Code and/or failing to qualify for an exemption from registration as an investment company under the 1940 Act. Real estate securities may be leveraged, increasing financial risk.  Redemption Risk — The risk that if investor redemptions exceed purchases for an extended period of time, a portfolio may be required to sell securities without regard to the investment merits of such actions. This could decrease a portfolio’s asset base, potentially resulting in a higher expense ratio and lower liquidity for non-redeeming investors.  Sector Risk — The risk that at times, a portfolio may have a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector. Individual sectors may be more volatile, and may perform differently, than the broader market. Companies in the same economic sector may be similarly affected by economic, regulatory, or market events, making the account more vulnerable to unfavorable developments in that economic sector than accounts that 54  invest more broadly.  Short Sales Risk — Positions in shorted securities are speculative and more risky than long positions (purchases). When a portfolio engages in short selling, it sells a security it does not own in anticipation of being able to buy that security later at a lower price. If the price of the security increases, the portfolio loses money. Further, during the time when the portfolio has shorted the security, the portfolio must borrow that security in order to make delivery on the previous sale, which raises the cost to the portfolio. Such investments involve the risk of an unlimited increase in the market price of the security sold short, which could result in a theoretically unlimited loss. Short sale strategies are often categorized as a form of leveraging or speculative investment. The use of leverage will multiply small price movements in securities into larger changes in value. As a result of using leverage, a portfolio's share price may be more volatile than if no leverage were used. Positions in shorted securities are speculative and more risky than long positions. A strategy that includes selling securities short could suffer significant losses.  Small Company Risk — The risk that investments in small- and/or medium-sized companies typically exhibit higher volatility than investments in larger, more established companies. Company size risk also comes from lower liquidity typically associated with small company stocks, which means the price may be affected by poorly executed trades, even if the underlying business of the company is unchanged. Additionally, less information about small companies is commonly available to the public, potentially making an informed evaluation of small-cap stocks more difficult for investors.  Social Standards Screen Risk — A social standards strategy generally prohibits investment in certain types of companies, industries, and segments of the economy. Thus, the risk is that the strategy (i) misses opportunities to invest in companies, industries or segments of the economy that are providing superior performance relative to the market as a whole and (ii) becomes invested in companies, industries and segments of the economy that are providing inferior performance relative to the market as a whole.  Socially Responsible Investing Policy Risk — The risk that being subject to socially responsible investment criteria prohibit the purchase of certain securities when it is otherwise advantageous to do so or forces the sale of securities for social reasons when it is otherwise disadvantageous to do so.  Sustainability Risk — The risk that a portfolio’s investments may be exposed to certain sustainability risks, either directly or indirectly, including (i) environmental risks, including both physical risks and transition risks, such as extreme weather events, global warming, rising sea levels, changes in environmental regulation, a shift to low carbon technologies or changing consumer preferences, (ii) social risks, for example human rights breaches or labor rights breaches, and (iii) governance risks, including poor governance practices, illegal or poor tax practices or bribery and corruption and, as a consequence, reputational risks. The examples provided are not intended to be an exhaustive list of all possible risks and are provided as an indication of the types of sustainability risks that may arise. Such risks may impact the performance of a portfolio’s investments.  Swaps Risk — The risk that the use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with 55  ordinary portfolio securities transactions. Whether a strategy will be successful in using swap agreements to achieve its investment goal depends on the ability of MIMBT to predict correctly which types of investments are likely to produce greater returns. If MIMBT, in using swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange rates or other applicable factors, the investment performance of a strategy will be less than its performance would have been if it had not used the swap agreements.  Transaction Costs Risk — The risk that the costs of buying, selling, and holding securities, including brokerage, tax, and custody costs, will reduce the return of those securities.  Value Stocks Risk — The risk that the value of a security believed by MIMBT to be undervalued may never reach what is believed to be its full value; such security’s value may decrease, or such security may be appropriately priced. Value stocks are stocks of companies that may have experienced adverse business or industry developments or may be subject to special risks that have caused the stocks to be out of favor and, in the opinion of MIMBT, undervalued.  Valuation Risk — The risk the prices used when valuing the strategy assets and creating a unit price may not be those achieved when disposing of the assets. Complex securities, less liquid securities, and securities that do not have a developed secondary market are more exposed to this risk 56  INSTITUTIONAL FIXED INCOME STRATEGIES Credit Insurance: The Credit Insurance Strategy seeks to outperform the US credit market by investing in U.S. investment grade credit supplemented with US high yield credit. Emerging Markets Debt Corporate: The Emerging Markets Debt Corporate Strategy invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a company, government or government entity domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Emerging Markets Debt Green Opportunities: The Emerging Markets Debt Green Opportunities Strategy, formerly known as the Emerging Markets Debt Sustainable Opportunities Composite, invests primarily in emerging market instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a government, government entity or corporate domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. The emerging markets bonds included in the strategy qualify as Sustainable Investments under Article 9 of the Sustainable Financial Disclosure Regulations. Emerging Markets Debt Limited Term: The Emerging Markets Debt Limited Term Strategy invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a company, government or government entity domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Emerging Markets Debt Local Currency: The Emerging Markets Debt Local Currency Strategy, formerly known as the Emerging Markets Debt Unconstrained Local Currency Composite, invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a company, government or government entity domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Emerging Markets Debt Select Opportunities: The Emerging Markets Debt Select Opportunities Strategy invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a company, government or government entity domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Emerging Markets Debt Sovereign: The Emerging Markets Debt Sovereign Strategy invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a government, government entity or 57  corporate domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Emerging Markets Debt Sovereign ESG: The Emerging Markets Debt Sovereign ESG Strategy invests primarily in emerging markets debt instruments that are economically tied to an emerging markets country or countries, issued or guaranteed by a government, government entity or corporate domiciled or conducting significant business activities in an emerging markets country, or derivatives or pooled structures that are linked to emerging markets debt securities. Nuclear Decommissioning Trust Crossover: The Nuclear Decommissioning Trust Crossover Strategy employs a client-driven, value-oriented investment style, which seeks to produce tax-efficient, risk-adjusted long-term total returns above the broad fixed income market, including the municipal fixed income market. US Bank Loans: The US Bank Loans Strategy seeks to capture the income and capital appreciation potential offered by a diversified portfolio of bank loans and which do not use leverage for investment purposes. US Convertible Bond: The US Convertible Bond Strategy seeks to outperform the traditional fixed income and equity asset classes by identifying attractive opportunities in the convertible market through fundamental credit and equity research. US Core Fixed Income: The US Core Fixed Income Strategy employs a client-driven, value- oriented investment style, which seeks to produce risk-adjusted long-term total returns above the broad fixed income market. US Core Plus Fixed Income: The US Core Plus Fixed Income Strategy seeks to produce risk- adjusted long-term total returns above the broad fixed income market by investing in a core of US investment grade bonds supplemented with “plus” sectors (US high yield bonds, international and emerging markets fixed-income bonds) US Corporate Bond: The US Corporate Bond Strategy seeks to outperform the US credit market by investing in US investment grade credit supplemented with US high yield credit. US Diversified Floating Rate: The US Diversified Floating Rate Strategy seeks to outperform the ICE BofA US Dollar 3-Month Deposit Offered Rate Constant Maturity Index by investing primarily in floating-rate securities. US High Yield Bond: The US High Yield Bond Strategy seeks to capture the income and capital appreciation potential offered by non-investment-grade bonds. US High Yield Municipal: The US High Yield Municipal Strategy employs a client-driven, value-oriented investment style, which seeks to produce risk-adjusted long-term total returns above the broad municipal fixed income market by investing in medium- and lower- grade municipal obligations. US Intermediate Municipal: The US Intermediate Municipal Strategy employs a client- 58  driven, value-oriented investment style, which seeks to produce risk-adjusted long-term total returns above the broad municipal fixed income market. The strategy invests in securities with maturities of various lengths, depending on market conditions, but will have an intermediate dollar-weighted average effective maturity. US Intermediate Term: The US Intermediate Term Strategy seeks to invest in investment grade fixed income securities across the government, corporate, mortgage-backed, asset- backed, and commercial mortgage-backed markets. The strategy invests in securities with maturities of various lengths, depending on market conditions, but will have an intermediate dollar-weighted average effective maturity US Limited Term: The US Limited Term Strategy seeks to invest in high quality bonds that have historically offered above-average yields and superior total returns relative to the shorter-maturity bond market as a whole. US Limited Term Multi Sector: The US Limited Term Multi Sector Strategy seeks to invest in high-quality bonds that have historically offered above-average yields and superior total returns relative to the shorter-maturity bond market as a whole. The strategy may invest up to 20% of its net assets in foreign securities. US Long Duration: The US Long Duration Strategy seeks to outperform the long US credit market by investing in US investment-grade credit with longer maturity supplemented with US high yield credit. US Long Duration Government Credit: The US Long Duration Government Credit Strategy seeks to outperform the long US government/credit market by investing primarily in US government/credit securities with longer maturities. US Multi Sector: The US Multi Sector Strategy seeks to produce high current income and long-term total returns above the broad fixed income market. This broad unconstrained fixed income strategy seeks to utilize the full opportunity set within the fixed income universe and may hold securities from a broad range of sectors, including credit (investment grade, high yield, bank loans, non-dollar, convertible bonds, and structured credit), securitized debt (MBS, CMBS, CMO, and ABS) and sovereign debt (developed and emerging). US Municipal: The US Municipal Strategy employs a client-driven, value-oriented investment style, which seeks to produce risk-adjusted long-term total returns above the broad municipal fixed income market. The strategy invests in municipal securities from across the United States with a dollar-weighted average effective maturity between 5 and 30 years. US Ultra Short: The US Ultra Short Strategy seeks total return to the extent consistent with a relatively low volatility of principal. The strategy will invest in investment grade fixed income securities at the time of purchase, including, but not limited to, fixed income securities issued or guaranteed by the US government, its agencies or instrumentalities, and by US and non-US corporations. The strategy will maintain an average effective duration of less than 18 months. 59  RISK DISCLOSURES — INSTITUTIONAL FIXED INCOME COMPOSITES  Alternative Minimum Tax Risk — The risk if a portfolio invests in bonds whose income is subject to the alternative minimum tax, that portion of the portfolio's distributions would be taxable for shareholders who are subject to this tax.  Bank Loans and Other Indebtedness Risk — The risk that a portfolio will not receive payment of principal, interest, and other amounts due in connection with these investments. Because of the limited secondary market for loans, a portfolio may be limited in its ability to sell loans in its portfolio in a timely fashion and/or at a favorable price. Loans that are fully secured offer a portfolio more protection than unsecured loans in the event of non-payment of scheduled interest or principal, although there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower's obligation, or that the collateral can be liquidated. Some loans or claims are in default at the time of purchase. Certain of the loans and the other direct indebtedness acquired by a portfolio involve revolving credit facilities or other standby financing commitments that obligate a portfolio to pay additional cash on a certain date or on demand. These commitments could require a portfolio to increase its investment in a company at a time when that portfolio might not otherwise decide to do so (including at a time when the company's financial condition makes it unlikely that such amounts will be repaid). To the extent that a portfolio is committed to advance additional portfolios, it will at all times hold and maintain cash or other high-grade debt obligations in an amount sufficient to meet such commitments.  Call Risk — The risk that a bond issuer will prepay the bond during periods of low interest rates, forcing a portfolio to reinvest that money at interest rates that might be lower than rates on the called bond.  Commercial Mortgage Loan Risk — The risk that the portfolio will not receive payment of principal, interest, and other amounts due in connection with these investments will depend primarily on the financial condition of the commercial property. Commercial mortgage loans may be difficult to value and may be illiquid.  Counterparty Risk — The risk that a counterparty to a derivative contract (such as a swap, futures or options contract) or a repurchase agreement fails to perform its obligations under the contract or agreement due to financial difficulties (such as a bankruptcy or reorganization) or otherwise.  Credit Risk — The risk that a bond’s issuer will be unable to make timely payments of interest and principal. Investing in so-called “junk” or “high yield” bonds entails greater risk of principal loss than the risk involved in investment grade bonds.  Currency Risk — The risk that the value of a portfolio's investments are negatively affected by changes in foreign currency exchange rates. Adverse changes in exchange rates reduce or eliminate any gains produced by investments that are denominated in foreign currencies and increases any losses. Currency exchange rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments 60  in the United States or abroad.  Cybersecurity Risk — The risk that MIMBT and its service providers, are prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cybersecurity risks have increased due to the increasing use of hybrid working arrangements and external ransomware attacks that are impacting company supply chains. Cyber-attacks affecting MIMBT or its service providers may adversely impact client accounts. For instance, certain cyber-attacks interfere with the processing of investor transactions, impact the ability to calculate NAV, cause the release of private shareholder information or confidential business information, impede trading, and/or cause reputational damage. Similar types of cyber security risks are also present for issuers of securities in which a client account may invest, which could result in material adverse consequences for such issuers and may cause an account’s investment in such companies to lose value.  Default Risk — The risk an issuer may not be able or willing to make principal and interest payments when due.  Emerging Markets Risk — The risk that international investing (particularly in emerging markets) may be adversely affected by political instability; changes in currency exchange rates; inefficient markets and higher transaction costs; foreign economic conditions; the imposition of economic or trade sanctions; or inadequate or different regulatory and accounting standards. The risk associated with international investing will be greater in emerging markets than in more developed foreign markets because, among other things, emerging markets may have less stable political and economic environments. In addition, there often is substantially less publicly available information about issuers and such information tends to be of a lesser quality. Economic markets and structures tend to be less mature and diverse, and the securities markets may also be smaller, less liquid, and subject to greater price volatility. There also may be greater risk associated with the custody and settlement of securities in such markets. Further, emerging markets can be affected adversely by changes to the economic health of certain key trading partners, such as the United States or China, regional or global conflicts, pandemics, terrorism or war.  ESG Risk — The risk that using ESG criteria in the investment process may exclude certain companies for non-investment reasons and, therefore, the strategy may forgo some market opportunities available to funds that do not use ESG factors. In addition, because company GHG emissions data are not standardized (and are further subject to estimation error when not company-reported), the data sets the strategy must rely on may imperfectly represent companies’ true GHG emissions. Also, the company emissions targets that MIMBT sets are based on model assumptions and estimations that carry the inherent risk associated with any modeling or estimating process.  Foreign Government/Supranational Risk — The risk that a foreign government or government-related issuer is not able or willing to make timely principal and interest payments on its external debt obligations. This ability to make payments will be strongly influenced by the issuer's balance of payments, including export performance, its access 61  to international credits and investments, fluctuations in interest rates, and the extent of its foreign reserves.  Foreign Securities Risk — The risk that foreign securities may be adversely affected by political instability, changes in currency exchange rates, inefficient markets and higher transaction costs, foreign economic conditions, the imposition of economic or trade sanctions, or inadequate or different regulatory and accounting standards. Hostilities between countries may result in sanctions which may have severe adverse effects on the region’s economies and more globally, including significant negative impact on markets for certain securities and commodities, such as oil and natural gas. Any cessation of trading securities in these markets will impact the value and liquidity of certain portfolio holdings. Hostilities and armed conflicts between countries, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, may result in sanctions, supply chain disruptions or other events, which may have severe adverse effects on the region’s economies and more globally, including significant negative impact on markets for certain securities and commodities, such as oil and natural gas. Any cessation of trading securities in these markets will impact the value and liquidity of certain portfolio holdings.  Forward Foreign Currency Risk — The risk that when a portfolio decides to hedge against currency risks, for example using forward currency contracts, the portfolio will be subject to risks, including counterparty risk, and the risk that the hedge fails to perform as expected and hence does not mitigate losses. Hedging also reduces the potential for gains.  Futures and Options Risk — The risk of the possibility that a portfolio experiences a significant loss if it employs an options or futures strategy related to a security or a market index and that security or index moves in the opposite direction from what the portfolio manager anticipated. Futures and options also involve additional expenses (such as the payment of premiums), which could reduce any benefit or increase any loss to a portfolio from using the strategy.  Geographic Concentration Risk — The risk that a portfolio that concentrates on investments from a particular state, region, or U.S. territory or possession could be adversely affected by political and economic conditions in that state, region, U.S. territory or possession. There is also the risk that an inadequate supply of municipal bonds exists in a particular state or U.S. territory or possession.  Government and Regulatory Risk — The risk that governments or regulatory authorities have, from time to time, taken or considered actions that could adversely affect companies in which a portfolios invests, or the investment strategies employed by a portfolio. For example, the imposition by governments of tariffs, sanctions or other restrictions on trade could adversely affect companies located in the country of the government imposing the restriction or in countries that are trade partners with that country.  High Yield Risk — High yield, high-risk securities (also known as junk bonds), while generally having higher yields, are subject to reduced creditworthiness of issuers, increased risks of default, and a more limited and less liquid secondary market than 62  higher-rated securities. These securities are subject to greater price volatility and risk of loss of income and principal than are higher-rated securities. Lower-rated and unrated fixed income securities tend to reflect short-term corporate and market developments to a greater extent than higher-rated fixed income securities, which react primarily to fluctuations in the general level of interest rates. Fixed income securities of this type are considered to be of poor standing and primarily speculative. Such securities are subject to a substantial degree of credit risk.  Industry and Sector Risk — The risk that the value of securities in a particular industry (such as financial services or manufacturing) will decline because of changing expectations for the performance of that industry or sector making a fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.  Inflation Risk — The risk that inflation and rapid fluctuations in inflation rates will have negative effects on economies and financial markets. Inflation has the potential to increase the cost of fuel, energy, labor, and raw materials, cause supply chain shortages, and adversely affect consumer spending, economic growth, and the operations of issuers. Past governmental efforts to reduce inflation have involved drastic economic measures that have had a material adverse effect on the level of economic activity in the countries where such measures were employed, and similar governmental efforts could be taken in the future to reduce inflation and could have similar effects.  Infrastructure-Related Companies Risk — Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition, uncertainties concerning availability of fuel at reasonable prices, the effects of energy conservation policies and other factors.  Interest Rate Risk — Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of bonds and other fixed income securities to fall. Because of this risk, investments in fixed income securities are subject to risk even if such investments are paid in full at maturity. Changes in interest rates will affect the value of longer-term fixed income securities more than shorter-term securities.  Investment Company Securities Risk — The risks of investment in investment companies typically reflect the risks of the types of securities in which the investment companies invest. As a shareholder in an investment company, a Portfolio would bear its pro rata share of that investment company’s expenses, which could result in the duplication of certain fees, including management and administrative fees.  Less Liquid Securities Risk — The risk of the possibility that investments cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid investments may trade at a discount from comparable, more liquid investments, and may be subject to wide fluctuations in market value. An account also may not be able to dispose of illiquid investments at a favorable time or price during periods of infrequent trading of 63  an illiquid investment. To the extent that an account holds fixed income securities in smaller, “odd lot” sizes, such positions may be less liquid and harder to sell. There is generally no established retail secondary market for high yield securities. As a result, the secondary market for high yield securities is more limited and less liquid than other secondary securities markets. The high yield secondary market is particularly susceptible to liquidity problems when institutional investors, such as mutual funds, and certain other financial institutions, temporarily stop buying bonds for regulatory, financial, or other reasons. Adverse publicity and investor perceptions may also disrupt the secondary market for high yield securities.  Leveraging Risk — The risk that certain portfolio transactions, such as reverse repurchase agreements, short sales, loans of portfolio securities, and the use of when- issued, delayed delivery or forward commitment transactions, or derivative instruments, may give rise to leverage, causing a portfolio to be more volatile than if it had not been leveraged.  Lower-Rated Fixed Income Securities Risk — High yield, high-risk securities (also known as junk bonds), while generally having higher yields, are subject to reduced creditworthiness of issuers, increased risks of default, and a more limited and less liquid secondary market than higher-rated securities. These securities are subject to greater price volatility and risk of loss of income and principal than are higher-rated securities. Lower-rated and unrated fixed income securities tend to reflect short-term corporate and market developments to a greater extent than higher-rated fixed income securities, which react primarily to fluctuations in the general level of interest rates. Fixed income securities of this type are considered to be of poor standing and primarily speculative. Such securities are subject to a substantial degree of credit risk.  Market Risk – The risk that the value of fixed income securities varies according to how the market reacts to factors relating to the issuer, market activity, or the economy in general. For example, perceptions of a company’s creditworthiness and financial stability can impact the value of its debt securities. Events such as war, military conflict, geopolitical disputes, acts of terrorism, social or political unrest, natural disasters, recessions, inflation, rapid interest rate changes, supply chain disruptions, tariffs, and other restrictions on trade, sanctions, or the spread of infectious illness or other public health threats, or the threat or potential of one or more such events and developments, could also significantly impact the value of these securities.  Market Disruption Risk — The risk that all or a majority of the securities in a certain market - like the stock or bond market - will decline in value because of factors such as adverse political or economic conditions, future expectations, or investor confidence or heavy institutional selling.  Mortgage-Backed and Asset-Backed Securities Risk — Mortgage-backed and asset- backed securities, like other fixed income securities, are subject to credit risk and interest rate risk, and may also be subject to prepayment risk and extension risk. Mortgage- backed and asset-backed securities can be highly sensitive to interest rate changes. As a result, small movements in interest rates can substantially impact the value and liquidity of these securities. Prepayment risk is the risk that the principal on mortgage-backed or asset-backed securities may be prepaid at any time, which will reduce the yield and market value of the securities and may cause an account to reinvest the proceeds in lower yielding securities. Extension risk is the risk that principal on mortgage-backed or asset- 64  backed securities will be repaid more slowly than expected, which may reduce the proceeds available for reinvestment in higher yielding securities and may cause the security to experience greater volatility due to the extended maturity of the security. When interest rates rise, the value of mortgage-backed and asset-backed securities can be expected to decline. When interest rates go down, however, the value of these securities may not increase as much as other fixed income securities due to borrowers refinancing their loans at lower interest rates or prepaying their loans. In addition, mortgage-backed and asset-backed securities may decline in value, become more volatile, face difficulties in valuation, or experience reduced liquidity due to changes in general economic conditions. During periods of economic downturn, for example, underlying borrowers may not make timely payments on their loans and the value of property that secures the loans may decline in value such that it is worth less than the amount of the associated loans. If the collateral securing a mortgage-backed or asset-backed security is insufficient to repay the loan, an account could sustain a loss. Such risks generally will be heightened where a mortgage-backed or asset-backed security includes “subprime” loans. Although mortgage-backed securities are often supported by government guarantees or private insurance, there can be no guarantee that those obligations will be met. Furthermore, in certain economic conditions, loan servicers, loan originators and other participants in the market for mortgage-backed and other asset-backed securities may be unable to receive sufficient funding, impairing their ability to perform their obligations on the loans. Certain mortgage-backed or asset-backed securities may be more susceptible to these risks than other mortgage-backed, asset-backed, or fixed-income securities. For example, an account's investments in collateralized mortgage obligations (CMOs), real estate mortgage investment conduits (REMICs), and stripped mortgage-backed securities are generally highly susceptible to interest rate risk, prepayment risk, and extension risk. At times, these investments may be difficult to value and/or illiquid. Some classes of CMOs and REMICs may have preference in receiving principal or interest payments relative to more junior classes. The market prices and yields of these junior classes will generally be more volatile than more senior classes and will be more susceptible to interest rate risk, prepayment risk, and extension risk than more senior classes. Classes that receive interest only will generally decrease in value if interest rates decline or prepayment rates increase. Classes that receive principal only will generally decrease in value if interest rates increase or prepayment rates decrease. These changes in value can be substantial and could cause an account to lose the entire value of its investment in CMOs, REMICs, and stripped mortgage-backed securities.  Natural Disaster/Epidemic Risk — The risk that the value of a portfolio’s investments may be negatively affected by natural disasters, epidemics, or similar events. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a fund's investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries. These disruptions could prevent a fund from executing advantageous investment decisions in a timely manner and could negatively impact the fund's ability to achieve its investment objective. 65   “Odd Lot” Risk — Pricing services generally price fixed income securities assuming orderly transactions of an institutional "round lot" size. MIMBT may from time-to-time trade in smaller "odd lot" sizes. This may occur, for example, where it would be impractical to acquire an institutional “round lot” due to an account's limited size, when an account receives an odd lot as a result of a corporate action or other event outside of our control, or when MIMBT directed by a client to transact in a legacy odd lot position. Odd lots typically trade at lower prices than institutional round lot trades. Over certain time periods, such differences could materially impact the performance of an account that holds odd lots.  Operational Risk — The risk that MIMBT, its service providers, and other market participants depend on information and communication technologies to conduct their day- to-day business operations. These systems are subject to a number of different risks which could adversely affect MIMBT or a particular investment strategy despite business continuity plans in place to mitigate these risks.  Political Risk — The risk that countries or an entire region experience political instability. This generally causes greater fluctuation in the value and liquidity of investments due to changes in currency exchange rates, governmental seizures, or nationalization of assets.  Prepayment Risk — The risk that the principal on a bond that is held by a portfolio will be prepaid prior to maturity at a time when interest rates are lower than what the bond was paying. A portfolio may then have to reinvest that money at a lower interest rate.  Real Estate Industry Risk — These risks include, among others, possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties resulting from, environmental problems; casualty for condemnation losses; uninsured damages from floods, earthquakes, or other natural disasters; limitations on and variations in rents; and changes in interest rates. Real estate securities may be leveraged, increasing financial risk.  Recession Risk — The risk that a protracted economic downturn would severely disrupt the market for high yield bonds, adversely affect the value of outstanding bonds and adversely affect the ability of high yield issuers to repay principal and interest.  Redemption Risk — The risk that if investor redemptions exceed purchases for an extended period of time, a portfolio may be required to sell securities without regard to the investment merits of such actions. This could decrease a portfolio’s asset base, potentially resulting in a higher expense ratio and lower liquidity for non-redeeming investors.  Short Sales Risk — Positions in shorted securities are speculative and more risky than long positions (purchases). When a portfolio engages in short selling, it sells a security it does not own in anticipation of being able to buy that security later at a lower price. If the price of the security increases, the portfolio loses money. Further, during the time when the portfolio has shorted the security, the portfolio must borrow that security in order to 66  make delivery on the previous sale, which raises the cost to the portfolio. Such investments involve the risk of an unlimited increase in the market price of the security sold short, which could result in a theoretically unlimited loss. Short sale strategies are often categorized as a form of leveraging or speculative investment. The use of leverage will multiply small price movements in securities into larger changes in value. As a result of using leverage, a portfolio's share price may be more volatile than if no leverage were used. Positions in shorted securities are speculative and more risky than long positions. A strategy that includes selling securities short could suffer significant losses.  Social Standards Screen Risk — A social standards strategy generally prohibits investment in certain types of companies, industries, and segments of the U.S. economy. Thus, the risk is that the strategy (i) misses opportunities to invest in companies, industries or segments of the U.S. economy that are providing superior performance relative to the market as a whole and (ii) becomes invested in companies, industries and segments of the U.S. economy that are providing inferior performance relative to the market as a whole.  Socially Responsible Investing Policy Risk — The risk that being subject to socially responsible investment criteria prohibit the purchase of certain securities when it is otherwise advantageous to do so, or forces the sale of securities for social reasons when it is otherwise disadvantageous to do so.  Sustainability Risk — The risk that a portfolio’s investments may be exposed to certain sustainability risks, either directly or indirectly, including (i) environmental risks, including both physical risks and transition risks, such as extreme weather events, global warming, rising sea levels, changes in environmental regulation, a shift to low carbon technologies or changing consumer preferences, (ii) social risks, for example human rights breaches or labor rights breaches, and (iii) governance risks, including poor governance practices, illegal or poor tax practices or bribery and corruption and, as a consequence, reputational risks. The examples provided are not intended to be an exhaustive list of all possible risks and are provided as an indication of the types of sustainability risks that may arise. Such risks may impact the performance of a portfolio’s investments.  Swaps Risk — The risk that the use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether a Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of MIMBT to predict correctly which types of investments are likely to produce greater returns. If MIMBT, in using swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange rates or other applicable factors, the investment performance of a Fund will be less than its performance would have been if it had not used the swap agreements.  Transaction Costs Risk — The risk that the costs of buying, selling, and holding securities, including brokerage, tax, and custody costs, will reduce the return of those securities.  Valuation Risk — The risk the prices used when valuing an account's assets and creating a unit price may not be those achieved when disposing of the assets. Complex securities, less liquid securities, and securities that do not have a developed secondary market are 67  more exposed to this risk.  Zero Coupon and Pay-in-Kind Bonds Risk — Zero coupon and pay-in-kind (PIK) bonds are generally considered more interest sensitive than income-bearing bonds, more speculative than interest-bearing bonds, and have certain tax consequences that could, under certain circumstances, be adverse to a portfolio. For example, a portfolio accrues, and is required to distribute to shareholders, income on its zero-coupon bonds. However, a portfolio generally would not receive the cash associated with this income until the bonds are sold or mature. If a portfolio does not have sufficient cash to make the required distribution of accrued income, the portfolio could be required to sell other securities in its portfolio or to borrow to generate the cash required. 68