INCOME RESEARCH & MANAGEMENT

ITEM 1. COVER PAGE 115 FEDERAL STREET, 22ND FLOOR BOSTON, MASSACHUSETTS 02110-1884 +1 (617) 330-9333 WWW.INCOMERESEARCH.COM March 24, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of Income Research + Management (referred to in this Brochure as “IR+M,”, “Firm,” “we,” “our,” and “us”). If you have any questions about the contents of this Brochure, please contact us at (617) 330-9333 or at compliancefirm@incomeresearch.com. The information in this Brochure has not been approved or verified by the US Securities and Exchange Commission (the “SEC”) or any state securities authority. IR+M is registered with the SEC as an investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about IR+M is available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2. MATERIAL CHANGES This following summary of material changes reflects changes to the Brochure IR+M made in our most recent annual update on March 24, 2025: Item 4: As of March 31, 2025, William O’Malley is the Chief Executive Officer and James Gubitosi and Michael Sheldon are our Co-Chief Investment Officers. On January 1, 2025, Brooke Anderson, a member of Management Committee, retired. Management Committee members include: William O’Malley, James Gubitosi, Sarah Kilpatrick, Meghan Driscoll, Massimo DeSantis, Erinn King, and William O’Neill. 2  ITEM 3. TABLE OF CONTENTS ITEM 1. COVER PAGE .................................................................................................................................... 1 ITEM 2. MATERIAL CHANGES ..................................................................................................................... 2 ITEM 3. TABLE OF CONTENTS ..................................................................................................................... 3 ITEM 4. ADVISORY BUSINESS ..................................................................................................................... 4 ITEM 5. FEES AND COMPENSATION ........................................................................................................... 4 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................................... 8 ITEM 7. TYPES OF CLIENTS ......................................................................................................................... 9 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................... 9 ITEM 9. DISCIPLINARY INFORMATION ................................................................................................... 16 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..................................... 16 ITEM 11. CODE OF ETHICS ......................................................................................................................... 17 ITEM 12: BROKERAGE PRACTICES ........................................................................................................... 18 ITEM 13. REVIEW OF ACCOUNTS ............................................................................................................. 23 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION ............................................................ 24 ITEM 15. CUSTODY ...................................................................................................................................... 24 ITEM 16. INVESTMENT DISCRETION ....................................................................................................... 24 ITEM 17. VOTING CLIENT SECURITIES ................................................................................................... 25 ITEM 18. FINANCIAL INFORMATION ....................................................................................................... 25 3  ITEM 4. ADVISORY BUSINESS Founded in 1987 and organized as a Delaware corporation, IR+M specializes in managing US fixed income portfolios for public and private institutions, charitable institutions, foundations, endowments, municipalities, private investment funds, registered investment companies, collective investment trusts, and high net worth individuals (“Clients”). Please refer to IR+M’s Form CRS for disclosures prepared specifically for retail investors. Please refer to Item 7 below for further information regarding types of Clients. IR+M is privately owned, largely by our Supervised Persons, and independent, having no subsidiaries, affiliates, or divisions. All business is conducted at our sole location in Boston, Massachusetts. Jack Sommers, our Executive Chairperson, is the only person who indirectly owns 25% or more of IR+M through a family trust. We focus our investment advisory business on the US fixed income universe offering Clients advice and services on broad and focused fixed income strategies. Please refer to Item 8 below for a more detailed description of Methods of Analysis, Investment Strategies, and Risk of Loss associated with our investment strategies. We work closely with our Clients to identify and understand their investment needs, and, based on their investment objectives coupled with our investment processes, provide discretionary or non-discretionary investment management services subject to agreed upon investment guidelines and restrictions. Such investment guidelines and restrictions generally include, and are not limited to, permitted investments, prohibited investments, the type or amount of securities to be bought or sold, maximum concentration in a sector or industry, minimum quality standards for rated securities, and maximum maturities. We do not participate in any wrap fee programs. As of December 31, 2024, we managed $108,312,754,257 on a discretionary basis and $675,405,707 on a non- discretionary basis. ITEM 5. FEES AND COMPENSATION We charge separately managed account Clients (“Separate Accounts”) and private investment fund investors (“Private Fund Investors”) a management fee for the advisory services we provide (a “Management Fee”). The Management Fee we charge depends on several factors including Client type, portfolio type, investment strategy, portfolio size, Client service needs, existence of a pre-existing relationship, and other factors. All Management Fee schedules are negotiable, and we will waive minimum account sizes for Separate Accounts or Private Fund Investors at our discretion. Should we agree to a performance-based fee for certain Clients, such fees will be based on the value added relative to portfolio performance measured against a specific benchmark and capped at an explicit fee level. As of the date of this filing, we do not have any performance-based fees in place. Please refer to Item 6 below for further information regarding performance-based fees. 4  Separate Account Management Fee Calculation and Rates For Separate Accounts, we establish fees in a written investment management agreement and calculate Management Fees based on the agreed annual rate for assets under management in that Client’s portfolio(s). In certain circumstances, we also agree to a most-favored nation clause. Additionally, some Clients have directed us to calculate their Management Fees based on account values provided by its custodian. In these cases, we rely on the valuation provided by the custodian. To determine asset values under management for calculating Management Fees, we generally use a third-party pricing service. In the absence of a third-party price, we generally use broker-dealer prices for individual securities. Our Investment Team evaluates the prices received from these methods against general market levels and trading activity that make markets in these and similar securities. If the Investment Team disagrees with the valuation provided by any third-party pricing service, we retain the right to override the price. Our Chief Compliance Officer (“CCO”), or the CCO’s delegate, authorizes all price overrides. New issues not covered by a third-party pricing service are priced from the new issue spread and based off the associated yield/swap curve, transaction price, or the last trade price if that date coincides with a month end. The security will continue to be priced based on one of those options until either an approved pricing vendor starts pricing the security or the Investment Team, with the CCO’s or delegate’s, approval, provides an alternative means for valuation. Our Separate Account Management Fees for the strategies listed below are normally based on the following annual rates and generally impose a $50 million minimum investment requirement: Accounts over $100 million: 0.25% on the first $100 million 0.20% on the next $100 million 0.15% on amounts over $200 million Core, Core Plus, Intermediate, Long, Corporate-Only, Mortgage Back Security-Only Portfolios Accounts $50 million to $100 million: 0.30% on the first $50 million 0.25% on the next $50 million 0.20% on the next $100 million 0.15% on amounts over $200 million Short Duration Portfolios Short Diversified Income Portfolios 0.25% on the first $50 million 0.15% on the next $50 million 0.10% on amounts over $100 million 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million Government Opportunity, Agency Portfolios Treasury Only, TIPS Portfolios 0.15% on the first $50 million 0.10% pm amounts over $50mm 0.10% on the first $50 million 0.05% on amounts over $50 million Crossover Portfolios 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million Extended Cash Portfolios 0.20% on the first $50 million 0.15% on the next $50 million 0.10% on amounts over $100 million 5  Our Separate Account Management Fees for the strategies listed below are normally based on the following annual rates and generally impose a $75 million minimum investment requirement: Convertible Bond Portfolios Liability Driven Investment (“LDI”) Portfolios 0.35% on the first $100 million 0.25% on the next $100 million 0.20% on amounts over $200 million 0.35% on the first $100 million 0.30% on the next $100 million 0.20% on amounts over $200 million Our Separate Account Management Fees for the strategies listed below are normally based on the following annual rates and generally impose a $10 million minimum investment requirement: Municipal Bond Portfolios 0.25% on the first $25 million 0.20% on the next $75 million 0.15% on amounts over $100 million Private Investment Fund Management Fee Calculation and Rates For Private Fund Investors, we document the Management Fee in the Private Fund Investor’s subscription agreement. We calculate private investment fund Management Fees based on the percentage of assets in a Private Fund Investor’s capital account. Each Private Fund Investor pays the Management Fee separately and the private investment fund itself does not pay a Management Fee. Each private investment fund’s net asset value is calculated by its custodian who uses its official pricing sources as the primary source for calculating the value of each private investment fund’s securities. As noted above, fair market values determined in good faith by IR+M will be used where appropriate. If our third-party pricing vendor does not value a security in a Client portfolio, or, if we deem that the price provided does not reflect fair value, we override the price. This presents a conflict of interest when making recommendations regarding the value of such securities since our Management Fees are based on the value of assets under management. To mitigate this risk, we adopted written pricing policies and procedures that require we have sufficient market information and other third party quotations to ensure that data used to value Client assets are fair and, in our Client’s, best interests. Our Chief Compliance Officer must approve all prices sourced outside of those provided by our third party pricing service. Our Private Fund Investor Management Fees for the strategies listed below are normally based on the following annual rates and generally impose a $5 million minimum investment requirement. Core, Core Plus, Core ESG, Intermediate, Long Private Investment Funds 0.30% on the first $25 million 0.28% on the next $25 million 0.23% on amounts over $50 million Short Duration and ESG Short Private Investment Funds 0.25% on all assets 6  Short Credit Private Investment Fund 0.30% on all assets Intermediate Treasury Inflation-Protected Security Private Investment Fund 0.10% on all assets Our Private Fund Investor Management Fees for the strategies listed below are normally based on the following annual rates and generally impose a $2 million minimum investment requirement: California Crossover and Crossover Private Investment Fund 0.35% on the first $5 million 0.30% on the next $5 million 0.25% on amounts over $10 million Short Diversified Private Investment Fund 0.40% on the first $5 million 0.35% on the next $5 million 0.25% on amounts over $10 million Payment of Management Fees We provide invoices to our Clients, their authorized representative, their qualified custodians, and/or to Private Fund Investors. Clients and Private Fund Investors are generally invoiced in arrears in accordance with the terms of their investment management or subscription agreement, respectively. For new and terminated portfolios throughout the quarter, Management Fees are prorated to align with the management period. Unless otherwise specified in the investment management or subscription agreement, Management Fees are prorated to account for any Private Fund Investor capital contributions or withdrawals during the period. We do not currently have any performance-based fees and we generally do not permit Clients or Private Fund Investors to pay fees in advance. Clients and Private Fund Investors can elect to remit payment to us directly, authorize us to request withdrawal from their account via custodial partners, or authorize a third party to remit payment on their behalf. All instructions must be submitted in writing by an authorized representative of the Client or Private Fund Investor. Clients and Private Fund Investors are responsible for verifying the accuracy of the Management Fee because its qualified custodian will not determine if the Management Fee charged by us is calculated properly. Other Charges and Fees Separate Accounts: Management Fees charged to Separate Accounts do not include brokerage commissions, spread costs associated with fixed income trading, transaction fees, or other related costs and expenses. Separate Accounts generally incur charges imposed by custodians, brokers, and other third parties, such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions). Such charges, fees, and commissions are exclusive of and in addition to our Management Fee. We do not receive any portion of these commissions, fees, and charges. 7  Private Investment Funds: The private investment funds we manage do not accrue expenses. IR+M bears all fund related expenses for routine professional services such as custody, audit, legal, and financial/tax preparation. Please refer to Item 12 for a description of the factors we consider in selecting or recommending broker-dealers for Client transactions and determining the reasonableness of their compensation. We serve as the manager, the investment adviser, sub-adviser, and the Managing Member to several private investment funds, and registered investment companies including mutual funds and exchange traded funds (“ETFs”). Our Clients may invest in these private investment funds. The Management Fee structure for Private Fund Investors can differ from Separate Accounts and as a result, we would receive direct or indirect economic benefits from investments in private investment funds that differ from those received from managing a Separate Account. However, we will not make an investment or product recommendation with the purpose of benefiting our economic interests. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-Based Fees We do not currently impose performance-based fees. However, we will potentially negotiate such an arrangement with Clients in the future. All performance or incentive fee arrangements will be subject to Section 205 of the Investment Advisers Act of 1940 (the “Advisers Act”) including the exemption set forth in Rule 205-3 under the Advisers Act. We would include realized and unrealized capital gains and losses as well as accrued but unpaid interest to measure asset values. Performance-based fee arrangements create an incentive for us to recommend investments which are riskier or more speculative than those which would be recommended under a non-performance-based fee arrangement. Performance-based fee arrangements also create an incentive to favor higher fee-paying portfolios in the allocation of investment opportunities. Our policies and procedures outline that we treat all Clients fairly and equally over time and prevent this conflict from influencing the allocation of investment opportunities among our portfolios. Additionally, Supervised Persons are not compensated for portfolio performance for any portfolios we manage. Side-by-Side Management We manage portfolios for persons affiliated with us, portfolios for which we have a direct interest, and private investment funds for which we have an interest. For example, we provide initial funding or otherwise invest in private investment funds we manage. Additionally, we serve as manager or sub-adviser to Separate Accounts, private investment funds, and registered investment companies including mutual funds and exchange traded funds and manage these types of portfolios side-by-side. Such arrangements create an incentive for us to favor certain portfolios over others. Our policies and procedures mitigate these potential conflicts of interest and allow us to manage all portfolios fairly and in the best interests of our Clients. Please refer to Item 12 for a description of our brokerage practices including broker selection and allocation. 8  ITEM 7. TYPES OF CLIENTS insurance companies, Taft-Hartley plans, charitable We provide investment management services to a variety of Client types including corporations, pension and profit-sharing plans, institutions, foundations, endowments, municipalities, registered investment companies including mutual funds and ETFs, private investment funds, collective investment trusts, trust programs, high net worth individuals, and other US and international entities. We serve as investment manager to the IR+M Collective Investment Trust (“CIT”) for qualified retirement plans with third parties serving as each CIT’s trustee. We also serve as sub-adviser to registered investment companies as appointed by each registered investment company’s board. Fees and account minimums for these vehicles are set by the trustee and boards, respectively. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Our overall investment philosophy and method of analysis, consistent across all our fixed income investment strategies, is to construct portfolios that conform with our Clients’ investment objectives and risk tolerance. We construct portfolios using a disciplined bottom-up investment approach to select what we believe to be the most attractive securities from the U.S. dollar denominated fixed income universe. Our goal is to purchase what we feel are inefficiently priced securities that, when added to the portfolios we manage, provide attractive expected returns, reasonable risk exposures, and necessary liquidity. We believe that consistently predicting the timing, direction, and magnitude of interest rate changes is very difficult. As such, we keep duration and yield curve exposure neutral to the respective benchmark within a Client’s portfolio. This philosophy has remained consistent since the inception of the Firm. Our fundamental analysis provides the basis of security selection with an emphasis on favorable credit, structure, and price characteristics. We believe our approach allows us sufficient market agility to implement our best ideas by acquiring meaningful positions and participating in unique opportunities. We do not use leverage or derivatives unless specifically requested by a Client. Our security selection process utilizes the following factors to identify a diverse mix of fixed income securities to create Client portfolios: • Credit: Investment grade focus and U.S. dollar denominated only; incorporate analysis of traditional credit metrics with additional qualitative data, including material ESG risk factors, to arrive at more holistic decisions. • Structure: Favor inherent attributes that create investor value over attributes that create issuer value. These may include factors such as embedded option features, collateral, or deal structure (vintage, deal size, etc.). • Price: The assessment of the market’s valuation of the credit and structure. Investment ideas are evaluated by our Portfolio Managers at regular review meetings and on an ad hoc basis as necessary. Our Investment Committee is responsible for making overall decisions on strategic direction, 9  sector targets and overall risk exposures. The Investment Committee’s primary responsibilities are to assess relative value across sectors, communicate overall risk preferences, and ultimately to distill asset allocation decisions into sector targets for each investment strategy. We primarily measure and assess risk with a third- party calculation engine that provides analytics such as yield, duration, convexity, spread duration, key rate exposure, and ex-ante tracking error. We also employ an integrated approach to incorporating material ESG factors within our fundamental bottom- up credit research process.(cid:3031) Our Investment Team uses a proprietary, sector specific assessment of pertinent ESG issues that we believe can affect the long-term viability of an issuer. Research Analysts use their sector experience along with industry guidance to identify key themes and issues affecting their sectors with a focus on materiality. This approach is applied within our investment process and while ESG factors are one aspect of the analysis they do not drive investment decisions alone. Unless specifically directed by clients, our portfolios do not limit ESG Laggards, emphasize ESG Leaders, or otherwise implement negative screening criteria on the basis of ESG factors or other values-based criteria. We will offer positively tilted ESG strategies that emphasize ESG Leaders and limit ESG Laggards while often incorporating some commonly-used negative screens according to specific Client mandates. Investing in securities involves risk of loss that Clients should be prepared to bear. Investing in the fixed income market is subject to certain risks including but not limited to market, interest rate, credit, call or prepayment, extension, issuer, liquidity, and inflation risk. While we actively seek to manage risk, our Clients and Private Fund Investors can lose money in their portfolio(s) as a result of many factors such as: • Market Risk: Changes in the prices of securities due to general and sometimes rapid and/or unpredictable movements in the market often related to changes in economic conditions. Prices of securities can become more volatile due to general market conditions that are not specifically related to a particular issuer, such as adverse economic and/or business conditions or outlooks, adverse investor sentiment, unexpected geopolitical developments, or changes in interest rates. The markets can also be significantly impacted by unpredictable events such as environmental or natural disasters or pandemics. These types of events can significantly reduce liquidity and marketability for certain securities, including bonds. When liquidity and marketability are reduced, it can be difficult to purchase and sell securities at desired prices or times. In such cases, Clients will potentially not achieve their intended level of exposure to certain sectors at favorable prices or when desired. • Interest Rate Risk: Increases in interest rates cause the value of fixed income securities to decline. To mitigate interest rate risk, most investors choose an investment benchmark with a duration that matches their investment time horizon or liability profile. At the portfolio level, we seek to reduce interest rate risk relative to the index by keeping duration and yield curve exposure neutral to the respective benchmark. • Credit Risk: The issuer of a security defaults on its obligation to pay principal and/or interest or the security price declines substantially due to a credit rating downgrade, anticipated downgrade, or other event. Credit risk is managed via traditional qualitative credit analysis, continuous monitoring of exposures, and diversification. On the corporate side, credit analysis considers factors such as industry fundamentals, financial trends, operating risks, market positions, evaluation of event risk, and strength versus peers. On the securitized side, credit risk is mitigated by our focus on agency backed securities or those with sufficient seniority and/or credit enhancement. We perform extensive structural analysis and stress testing to value collateral characteristics and cashflow integrity. We seek to mitigate our idiosyncratic credit risk 10  by constructing diversified portfolios that generally will not own more than 2% of a non-government backed issuer. • Prepayment Risk: During periods of declining interest rates, the borrowers exercise the option to prepay principal earlier than scheduled, forcing investors to reinvest in lower yielding securities. Future interest rate payments will not be paid when principal is returned early. Repayment will potentially be reinvested in securities at a lower, prevailing rate. This risk is common with mortgage-backed securities during periods of falling interest rates. • Extension Risk: During periods of rising interest rates, the average life of certain types of securities can extend because of slower than expected principal payments. This can lock in a below market interest rate, increase the security’s duration, and reduce the value of the security. This risk is common with mortgage- backed securities during periods of rising interest rates. • Liquidity Risk: Changes in market structure, periods of market volatility, or factors affecting a specific security can affect our ability to purchase desired securities, sell a security in a timely manner, or can force us to sell a security at a price that we consider to be below fair market value. This risk can increase during volatile or adverse market and economic conditions. The lack of an active trading market and/or volatile market conditions can make it difficult to obtain accurate prices/valuations for certain securities. We seek to control liquidity risk at both the security and portfolio level in several ways. Our emphasis on investing in bonds of larger, recognized companies is generally associated with better relative liquidity. We favor larger issuers which typically have numerous outstanding issues, index deal sizes, and dealer sponsorships. There is a plethora of unique structural stories in the market, but many have very weak liquidity profiles. When purchasing these types of securities, we assess what the “liquidity premium” should be, so we can attempt to narrow the bid/offer spread upon purchase. We also review and discuss the overall exposure to less liquid issues so that portfolios have a sufficient degree of liquidity to meet any cash flow needs. In general, we strive to be able to liquidate any of our portfolios over the course of a few days, if necessary. • Tax Loss Harvesting Risk: The effectiveness of a tax loss harvesting strategy is largely dependent on each Client’s tax and investment profile, including investments made outside of IR+M’s advisory services. Therefore, there is a risk that the strategy used to reduce a Clients’ tax liability in an IR+M portfolio is not the most effective strategy wholistically. To the extent that a Client’s custodian uses a different cost basis or tax lot accounting, tax efficiencies can be greater or lower than IR+M’s estimates. Tax loss harvesting can generate a higher number of trades in an account due to our attempt to capture losses. This can mean higher overall transaction costs to Clients. • Reinvestment Risk: The potential that future principal and interest payments are invested at lower prevailing future market rates than the rate at the time of original investment. Reinvestment risk is an important yet subtle component of long-term return. We seek to reduce this risk by maintaining duration close to that of the chosen benchmark and by focusing primarily on securities with stable cashflows such as non-callable issues. Embedded call and prepayment options are evaluated with proprietary quantitative models such that we can determine whether we are comfortable with the underlying cashflow variance irrespective of the future path of interest rates. One important component of reinvestment risk is the level of cash held by a portfolio. To mitigate this risk, we strive to keep our portfolios fully invested at all times. 11  • Counterparty Risk: Trading securities involves counterparty risk. All of our trades are affected on a delivery versus payment basis and most settle on T+1. As a result, counterparty risk is essentially limited to market moves over short time frames from trade confirmation until settlement. IR+M has engaged in derivatives trades only in very limited circumstances and with Client authorization, and we follow strict trade margining protocols to cover daily market moves in such positions. • Strategy Risk: Our judgment about the attractiveness, risk adjusted total return, relative value, or potential appreciation of a particular sector or security proves to be incorrect. To the extent we invest significantly in corporate, asset-backed, and mortgage-related securities, a portfolio’s exposure to credit, prepayment, and extension risks can be greater than if the portfolio were invested in other fixed income instruments. Operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, fraud, failure in systems and technology, changes in personnel, and errors caused by third-party service providers. These factors can result in losses to a portfolio. Please refer to our Error Correction Policy outlined below. • Increased Government or Market Regulation: While we regularly monitor legislative, regulatory, and other governmental actions that can impact our business, it is impossible to predict the impact of future regulation. Changes to regulations, tax code, or the overall regulatory environment can negatively affect the value of securities within a Client’s portfolio, can hinder our ability to employ our trading strategies, and can increase the costs of trading. • Cybersecurity Risk: We increasingly rely on technology to conduct business operations. Reliance on proprietary or third-party technology leads to an increased exposure to cyber threats. These threats can result in adverse business impact, regulatory inquires and/or proceedings, fines, financial loss, and reputational harm. We employ various enterprise-wide risk management strategies to ensure the Firm operates with acceptable levels of risk. We focus on business risk management and reporting, vendor risk management, insurance management, physical security, technological security, business continuity, and internal and external control testing. Further, we continue to align ourselves with the National Institute of Standards and Technology (“NIST”) framework for cybersecurity. The NIST framework requires that we have certain best-practices in place, such as policies and procedures, access control methods, and incident response plans. In addition, we have a named Chief Information Security Officer (“CISO”) and developed a Privacy and Information Security Program and Electronic Communication and Acceptable Use Policy that includes protocols for internal and external communications. We also periodically conduct information technology security training for all Supervised Persons. While we believe we have appropriate controls in place to address various cyber risks and threats, our systems can still be susceptible. • Data and Systems Risk: We rely on proprietary and third-party data for business and investment operations and decision making. Such data includes but is not limited to portfolio security characteristics, portfolio guideline and monitoring data, risk analyses, and other data indicating financial performance. While we have limited means to ensure that third-party data are error-free, we have controls in place to ensure that Clients and Firm/proprietary data is handled in a secure manner by third-party vendors. The systems we use to access and maintain data are housed onsite or hosted by a third party. Despite our best efforts, these systems can be breached, disabled, or otherwise not operate properly by means outside of our control. This can result in adverse business impacts on us and the portfolios we manage and can lead to financial loss, reputational harm, and regulatory scrutiny. Clients should be aware that there are additional risks when investing in the following types of fixed income instruments when included in their portfolio: 12  • Government Securities Risk: Not all US government securities are backed by the full faith and credit of the US government. It is possible that the US government would not provide financial support to certain of its agencies or instrumentalities if it is not required to do so by law. If a US government agency or instrumentality defaults and the US government does not stand behind the obligation, returns can be negatively impacted. The US government guarantees payment of principal and timely payment of interest on certain US government securities. • Municipal Securities Risk: Municipal securities are subject to the risk that legislative changes and local and business developments can adversely affect the yield or value of investments in such securities. In addition, in order to be tax-exempt, municipal securities must meet certain legal requirements. Failure to meet such requirements can cause interest received on the municipal securities to be taxable. Changes or proposed changes in federal tax laws can also cause the prices of municipal securities to fall and adversely affect an investment. • Mortgage-Related and Other Asset-Backed Securities Risk: Mortgage-related securities include passthrough securities, collateralized mortgage obligations (“CMO”), commercial mortgage-backed securities (“CMBS”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities, and other securities that directly or indirectly represent a participation in or are secured by and payable from mortgage loans on real property. To the extent we invest in “to be announced” (“TBA”) mortgage-related securities or enter into "dollar roll" transactions, funds earmarked for payment of these obligations can be invested in securities that are longer in maturity than the settlement date. This is a common method of increasing return on a portion of a Client’s investment portfolio, and it can be subject to additional market or credit risk. The value of some mortgage- or asset-backed securities can be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities will cause a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related security generally will decline. However, when interest rates are declining, the value of mortgage-related securities with prepayment features will not increase as much as other fixed income securities. The value of these securities can fluctuate in response to the market’s perception of the creditworthiness of the issuers. Mortgage-related securities also pose credit risk. Because the assets providing cash flows to a mortgage-related security can be composed of mortgage loans, the holders of such mortgage-related securities are subject to default and delinquency risks. If mortgage borrowers are delinquent or default on their payments, the holders of mortgage-related securities will not realize full repayment of their investment or can experience delays in the repayment of their investment. The credit risk of mortgage-related securities depends, in part, on the likelihood of the borrower paying the promised cash flows of principal and interest on time. The credit risk of a specific mortgage-related security can be influenced by a variety of factors including: (i) the mortgage borrower’s lessened ability to repay in light of changed circumstances, such as a job loss, (ii) the borrower’s ability to make higher mortgage payments which can result from floating-rate interest resets, (iii) declines in the value of the property which serves as collateral for the mortgage loan, and (iv) seniority or priority of the specific mortgage-related security relative to other claims on the cash flow from the pool of mortgage loans. • High Yield Securities Risk: We invest in securities with below investment grade ratings in certain strategies. In addition, we can determine to retain a security if it is downgraded to below investment grade after purchase. High yield securities are speculative and involve a greater risk of default and price change due to changes in the issuer’s creditworthiness or the risky nature of an investment for which limited or no recourse to the issuer is provided. The income on and market prices of these debt securities usually fluctuate more than that of investment grade debt securities and can decline more significantly in periods of general economic difficulty. As a result, a portfolio can be subject to greater levels of price volatility 13  by investing in, or maintaining its investment in, high yield securities and unrated securities of similar credit quality. High yield debt instruments are more vulnerable to changes in interest rates and inflation, in part because leveraged or overextended issuers and investments are more sensitive to adverse changes. Below investment grade securities also tend to pose greater risks of illiquidity than higher-quality securities. Some are not registered under the Securities Act of 1933 and/or do not trade frequently. When they do trade, their prices can be significantly higher or lower than expected. As a result, high yield debt instruments also generally pose a greater risk of being valued incorrectly by the market. An economic downturn, a period of rising interest rates or increased price volatility can adversely affect the market for these securities, and reduce the number of buyers, should the need arise to sell these securities. Should an issuer declare bankruptcy, the entire investment in that security can be lost. • Convertible Securities Risk: Convertible securities include corporate bonds, notes, preferred stocks, or debt-securities of issuers that can be converted into (that is, exchanged for) common stocks or other equity securities at a stated price or rate. Convertible securities also include other securities, such as warrants, that provide an opportunity for equity participation. Because convertible securities can be converted into equity securities, their value will normally vary in some proportion with those of the underlying equity securities and, therefore, when the market price of the equity interest underlying a convertible security decreases in response to the activities and financial prospects of the company, the value of the convertible security can also decrease. Due to the conversion feature, convertible securities generally yield less than non-convertible fixed income securities of similar credit quality and maturity. Investments in convertible securities can at times include securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock at a specified date and conversion ratio, or that are convertible at the option of the issuer. When conversion is not at the option of the holder, we can be required to convert the security into the underlying common stock even at times when the value of the underlying common stock has declined substantially. • Collateralized Loan Obligations (“CLOs”): A CLO is a type of structured credit instrument that purchases a pool of bank loans made to businesses that can be rated below investment grade, and issues secured and unsecured debt securities with different risk/return profiles as well as equity securities. CLO securities purchased can be unrated or non-investment grade. Unrated and non-investment grade CLO securities, and in particular equity securities, are subject to a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both can impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments can be speculative. In addition, if a portfolio is a holder of CLO equity, the portfolio will have limited remedies available in the event of a default of the CLO. The value of the CLO securities generally will fluctuate with, among other things, the financial condition of the obligors on or issuers of the underlying portfolio of loans of the CLO (which can be below investment grade and therefore subject to volatility and risk of loss), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CLO securities must rely solely on distributions on the CLO collateral or proceeds thereof for payment in respect thereof. If distributions on the CLO collateral are insufficient to make payments on the CLO securities, no other assets will be available for payment of the deficiency and following realization of the CLO securities, the obligations of such issuer to pay such deficiency generally will be extinguished. In addition, the lack of an established, liquid secondary market and/or trading restrictions for some CLO securities (CLO equity securities in particular) can have an adverse effect on the market value of those CLO securities and will in most cases make it difficult to dispose of such CLO securities. Therefore, if we decide to dispose of any particular CLO security, no assurance can be given that we will be able to dispose of such CLO security at the prevailing market price, if at all. 14  • Exchange Traded Funds: These instruments seek to directly or inversely correlate with a particular index or basket of securities. An index-based ETF invests in all the securities in such index or in a representative sample of such securities or sectors. As a result, index-based ETFs generally will not attempt to take defensive positions in volatile or declining markets or under other conditions. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, which generally includes the risks associated with the particular securities or sector(s) in which the ETF invests. In addition, the lack of liquidity in an ETF can result in its share price being more volatile than a direct investment in the underlying instruments. Although ETFs generally will be listed on securities exchanges, there can be no assurances that an active trading market for such ETFs or other financial instruments will be maintained. By investing in ETFs, portfolios will bear two layers of fees and expenses. ETFs have management fees that increase their costs. As a shareholder of an ETF, a portfolio would bear its pro rata portion of the ETF’s expenses, including advisory fees. These expenses would be in addition to the fees and other expenses that a portfolio bears directly in connection with its own operations. • Closed-End Funds: Funds with a fixed number of shares outstanding that, unlike a mutual fund or other open-end funds, are not redeemable upon demand. Publicly listed closed-end funds behave more like stock than open-end funds; closed-end funds issue a fixed number of shares to the public in an initial public offering, after which time shares in the fund are bought and sold on a stock exchange, and they are not obligated to issue new shares or redeem outstanding shares as open-end funds are. The price of a share in a closed-end fund is determined entirely by market forces, so shares can either trade below their net asset value (“at a discount”) or above it (“at a premium”). To the extent we invest in closed-end funds that trade at a discount to their net asset value, performance can be adversely impacted. Closed- end funds that are not publicly listed will generally not have a secondary market and can be illiquid. By investing in closed-end funds, a portfolio will bear two layers of fees and expenses. Closed-end funds have management fees that increase their costs. As a shareholder of a closed-end fund, a portfolio would bear its pro rata portion of the closed-end fund’s expenses, including advisory fees. These expenses would be in addition to the fees and other expenses that the portfolio bears directly in connection with its own operations. Bank Loans: The bank loan market, often referred to as the “leveraged loan” market, comprises debt from companies that issue such debt to fund capital needs such as mergers, acquisitions, leveraged buyouts, and general corporate purposes. Often the issuers of such debt have below-investment grade credit ratings. Bank loans are typically secured with a lien on the company’s assets and generally rank senior to the company’s other debt. Bank loans are subject to greater levels of credit risk and liquidity risk than certain other securities. For example, leveraged loans are considered predominately speculative with respect to the issuer’s continuing ability to make principal payments. A downturn or period of risk aversion can adversely affect the market for leveraged loans and reduce the ability to sell its securities. In addition, unlike traditional corporate bonds, bank loans are private transactions. Rather than trading electronically on the over-the-counter market like most corporate bonds, bank loans often need to be physically delivered (by faxing or electronically delivering the paperwork, for example) to the buyer. This makes bank loans harder to sell and less liquid than most other types of corporate debt. • Derivatives Risk: The use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments. Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes, credit spread changes, other market developments, changes in the counterparty’s credit quality, and the risk that a derivative transaction will not have the effect we anticipated. Mispricing and improper valuation are significant concerns due to the complex factors affecting derivatives. They can also create leverage, 15  leading to potential losses exceeding the initial investment. Use of derivatives other than for hedging purposes can be considered speculative. The risk of counterparty default and settlement failures is higher for non-cleared derivatives. In these situations, if a counterparty becomes insolvent or otherwise fails to perform its obligations, there can be significant delays in obtaining any recovery from the counterparty in tan insolvency, bankruptcy, or other reorganization proceeding and it is possible that no recovery, or only a partial recovery, would result. Additionally lack of market participants in the derivatives market can make it difficult to trade derivatives at fair prices, especially during market stress. Cleared contracts reduce counterparty risk but require margin and standardization, while non-cleared contracts offer customization but higher counterparty risk. New regulations can increase the cost and complexity of derivatives, and operational failures may lead to losses. • Futures Contracts and Options on Futures Contracts Risks: Futures contracts (and related options) on securities indices, US government securities, currencies, and other financial instruments or commodities, for certain strategies, a practice which can involve substantial risks. There is no assurance that a liquid secondary market will exist for futures contracts, or related options, purchased or sold, and a portfolio can be required to maintain a position until exercise or expiration, which can result in losses. Futures positions can be illiquid because, for example, most US commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved to the daily limit for several consecutive days with little or no trading. Similar occurrences can prevent us from promptly liquidating unfavorable positions and cause it to be subject to substantial losses. In addition, we cannot be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or the Commodity Futures Trading Commission (“CFTC”) will suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. In addition, the CFTC and various exchanges impose speculative position limits on the number of positions that can be held in particular commodities. Trading in commodity futures contracts and related options are highly specialized activities that can entail greater than ordinary investment or trading risks. • Non-US Security Risk: Investments in securities issued by non-US issuers can involve additional risks including political and economic risks specific to the country issuing the security. Additionally, these securities can be more sensitive to changes in trade policy, economic developments, political unrest, or regional risk than a US issuer. ITEM 9. DISCIPLINARY INFORMATION At the time of this filing, IR+M and its Supervised Persons have no legal or disciplinary events to disclose that are material to a Client or a Private Fund Investor’s evaluation of our Firm or the integrity of our management. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS IR+M provides investment advisory services to our Clients. We have sponsored certain private investment fund vehicles for which we serve as Managing Member and have co-sponsored registered investment companies with third-party financial institutions. We do not engage in any other business activities. None of our Supervised Persons have any relationships or arrangements with other financial services companies or 16  other entities that pose a material conflict of interest. Please refer to Item 14 for a description of referral arrangements and other compensation. IR+M is not registered, nor does it have an application pending to register as a broker-dealer. Several Supervised Persons are currently registered, or have an application pending to register, as a registered representative of a third-party broker-dealer that is responsible for oversight required by FINRA. These Supervised Persons are not Supervised Persons of, nor compensated by, the third-party broker-dealer. The Firm relies on CFTC exemptions including Sections 4m(1) and (3) to provide futures trading advice which is incidental to the securities advisory services provided by the Firm to the Client and such trading advice is for hedging or risk management purposes only. ITEM 11. CODE OF ETHICS We administer and enforce a Code of Ethics (“Code”) to comply with Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940. Both documents include provisions that describe our high standard of business conduct and fiduciary duty to our Clients. The Code includes provisions relating to prohibitions on insider trading and personal securities trading procedures. All Supervised Persons must acknowledge the terms of the Code initially upon hire and annually thereafter as well as complete certain reports on a quarterly and annual basis. Lastly, we administer the Code electronically through a third-party compliance software system. The Code applies to all Supervised Persons and includes other individuals as determined by the CCO, or the CCO’s delegate, and certain immediate family members (each a “Covered Person”). Each Supervised Person and Covered Person must conduct all personal securities transactions in a manner that is consistent with the Code to assist us in detecting and preventing any actual or potential conflicts of interest. Additionally, the Code bans Supervised Persons and their Covered Persons from misusing information about Client portfolios, abusing a Supervised Person’s position of trust and responsibility, or taking inappropriate advantage of the Supervised Person’s position. Provisions of the Code include but are not limited to: • Prohibitions on front tunning, short sales, and short-term trading; • Pre-clearance requirements for transactions in certain securities, outside business activities, and political contributions; • Reporting and disclosure requirements; and • Supervised Persons and Covered Persons cannot leverage a Supervised Person’s position at IR+M to seek or accept gifts, favors, preferential treatment, or special arrangements of material value from a third party. As a firm, we will neither make contributions to any public officials or candidates for office nor pay any third- party to solicit government clients on its behalf. We will also not make any payments to foreign governmental officials or candidates for official positions for the purpose of influencing the foreign official’s decision-making 17  process or to secure an unfair advantage. IR+M employees and Covered Persons must pre-clear all payments to foreign officials and political contributions. Political contributions are limited to a maximum of $250 per candidate per election, can only be made if the IR+M employee and Covered Persons are entitled to vote for that candidate, and the candidate cannot influence investment manager hiring decisions for government funds. A copy of the Code is available, free of charge, upon request. We believe the requirements of the Code, as described above, are reasonably designed to minimize potential conflicts of interest between us and our Clients and Private Fund Investors. The Code seeks to ensure that the personal securities transactions, activities, and interests of Supervised Persons and their Covered Persons will not interfere with making decisions that are in the best interests of our Clients and Private Fund Investors and implementing such decisions while allowing Supervised Persons and Covered Persons to invest for their own accounts. Nonetheless, because the Code in some circumstances permits Supervised Persons and Covered Persons to invest in the same securities as our Clients, there is a possibility that a Supervised Person and Covered Persons might benefit from market activity by a Client in a security held by such Supervised Persons or Covered Persons. To mitigate conflicts of interest between us and our Clients and Private Fund Investors, we monitor personal trading activity of both Supervised Persons and Covered Persons. We act as the investment adviser for certain private investment funds and portfolios in which we and certain Supervised Persons and Covered Persons have direct and/or indirect beneficial ownership. These private investment funds and portfolios invest in the same or similar securities that we purchased or sold for a Client’s portfolio(s). Subject to satisfying the Code, Supervised Persons and Covered Persons trade for their own accounts in securities which we recommended to and/or purchase for our Clients. ITEM 12: BROKERAGE PRACTICES Broker Selection and Best Execution Clients typically give us full discretion to determine and to direct execution of portfolio transactions. When we are given such discretion, we select broker-dealers and/or other counterparties (“Counterparties”) to execute portfolio transactions with the primary objective to obtain the overall best combination of price and execution. Best price, giving effect to any brokerage commissions or other transaction costs such as markups or markdowns, are the primary criteria we use in selecting Counterparties for fixed income trades. In limited circumstances, we use alternative trading systems to achieve our objectives. We favor Counterparties who exhibit the ability to effect trades that most closely conform to our price expectations. The Counterparties with whom we transact are selected based on their ability to provide overall best execution. Qualities we look for in our Counterparties include: (1) financial stability, (2) a willingness to commit capital to fulfill orders, (3) assistance in finding liquidity and fulfilling difficult orders, (4) quality execution including accuracy, speed, best price and/or price improvement, (5) idea generation and market color, (6) making IR+M the “first call” in attractive situations because they know us and our strategies, and (7) solid administrative services including communication, response time, settlement efficiency and fairness in resolving disputes. To analyze financial stability, we use input from our research analysts covering the banking sector to help determine the financial health of our counterparties and to seek to identify factors that can potentially impact the quality of the counterparty. Any Counterparties that we deem to be deficient in any of the areas above are removed from our maintained list of approved Counterparties. 18  Fixed income securities are purchased in public offerings from underwriters at prices that include underwriting commissions and fees. Fixed income securities are also purchased in the secondary market from issuers or Counterparties. Brokerage commissions are uncommon in fixed income security trading. Our Best Execution Committee (“BE Committee”) monitors our practices outlined above. The BE Committee generally meets quarterly and consists of Supervised Persons representing our Investment, Operations, and Compliance Teams. The goal of the BE Committee is to evaluate periodically and systematically the quality of Counterparty services received, while amending procedures over time as changes occur in the market that give rise to improved execution. Allocation of Investment Opportunities Our policy is to allocate investment opportunities among Client portfolios in a manner we believe to be fair and equitable to each Client portfolio over time. Allocating investment opportunities shall never favor any one Client portfolio over another and shall never favor us. We manage Client portfolios with similar investment objectives and strategies and manage Client portfolios with different objectives or strategies that trade in the same securities. Despite these similarities, decisions about each Client portfolio’s investments and the performance resulting from these decisions can differ. As a result, we will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible Client portfolios. We expect that Client portfolios with similar investment objectives will trade many of the same securities at the same time, although it in certain circumstances it will not be feasible to allocate a transaction pro-rata to all eligible Client portfolios. Because of this, not all Client portfolios will necessarily participate in the same investment opportunities or participate on the same basis. Our objective is to ensure that over time no Client portfolios are favored with respect to any available investment opportunities except where applicable law or Client portfolio investment restrictions dictate otherwise. When making allocation decisions, we consider the following factors: • The Client portfolio’s investment objectives and strategies; • The composition and characteristics of the Client portfolio relative to similar Client portfolios; • The cash flows and amount of investment funds available to each Client portfolio; • The amount already committed by each Client portfolio to a specific investment or sector; • Each Client portfolio’s risk tolerance and the relative risk of the investment; and • The marketability of the security being considered. Additionally, we seek to avoid creating odd lot or de minimis positions in any Client portfolio, allocating a smaller portion to Client portfolios for which the purchased security would be a peripheral investment and a larger portion to Client portfolios for which the security would be a core investment, satisfying demand with respect to a Client portfolio’s relative cash position by allocating a small portion to Client portfolios with less cash or liquidity and a greater portion to Client portfolios with more cash or highly liquid investments, and 19  allocating positions to a new Client portfolio that has been approved for trading at the same time of the trade allocation. If after executing a trade, our Investment Team discovers that an investment is inappropriate to include in a Client portfolio, they can reallocate the ineligible Client portfolio’s share of the trade among any eligible Client portfolios provided that the reallocation is appropriate and reasonable for the other participating Client portfolios and made on trade date before final allocations occur. The primary cause of post-trade reallocations is ineligibility. Post execution allocations must comply with the same general guidelines set forth above for pre-execution allocations, must be consistent with the goal of treating all Client portfolios fairly and equitably, and must be approved by the CCO, or the CCO’s delegate. If reallocation is required due to an error or if reallocation must occur after final allocations, we will follow our error correction procedures and treat the reallocation appropriately. We will take an investment position or action for one Client portfolio that is different from a position, or an action taken for another Client portfolio that has a similar investment objective. These decisions can adversely impact or benefit one or more Client portfolios, including Client portfolios in which we, our Supervised Persons and Cover Persons have an interest. We manage and mitigate these potential conflicts of interest by following policies and procedures concerning the allocation of investment opportunities among Client portfolios, which includes periodic reviews of the reasonableness and fairness of trade allocations over time. Trade Orders and Aggregation We frequently decide to purchase or sell the same securities for several Client portfolios at approximately the same time. Whenever possible, orders to purchase or sell the same security for multiple Client portfolios are aggregated if we believe doing so will result in more favorable execution. We will not aggregate investment transactions for Client portfolios unless the transaction is consistent with each Client’s investment management agreement and investment objectives and restrictions. Our ability to aggregate orders will be limited by Client account restrictions such as Counterparty requirements, minimum transaction sizes, or other operational rules. Such limitations require IR+M to treat such accounts to be traded independently from the aggregate order. Market conditions and liquidity can limit our ability to aggregate trade orders. If we do not aggregate trades when we have the opportunity to do so, Clients will likely pay higher prices. We will batch certain Client trades with trades of certain portfolios, including Client portfolios with Supervised Persons as investors (“Affiliated Portfolios”), only if we meet each of the following conditions: (1) the Client portfolios trades are treated equally with Affiliated Portfolio trades, (2) each Client and Affiliated Portfolio participating in the trade receives average execution and commissions, and (3) securities purchased or sold are allocated fairly and in accordance with our trade allocation procedures. Investing New Accounts Newly funded Client portfolios are invested using the same allocation processes described in this section. Depending on the account size, funding type, such as cash, securities, and Client guidelines, a new account can take up to 90 days to become fully invested. 20  New Issues and Secondary Offerings When we decide to participate in a new issue or secondary bond offering, orders are fully communicated within the Investment Team. Client portfolios are reviewed and tested for compliance (pre-trade rules are run to ensure we will not breach Client guidelines). Once eligible portfolios have been identified, we determine the total number of bonds needed and the allocation for each Client portfolio. Orders are then placed and once filled, the bonds are allocated in accordance with the priority set by the allocation methods described in the Trade Allocation section above. Client Transferred Securities Often, Clients fund accounts with securities. IR+M does not generally accept securities in which we do not typically invest or cover. Prior to accepting any security transfers, our Investment Team will review the securities, approve those we will accept, and determine to liquidate or to hold the transferred securities. If a Client asks IR+M to execute transactions in securities that we do not cover, we will consider such requests on a case-by-case basis. Cross Trades IR+M does not currently and does not anticipate using cross trades. However, if we determine that it is appropriate and in the best interest of certain Client portfolios if one Client portfolio purchases a security from another Client portfolio that is selling the same security (“Cross Trades”). Eligible Client portfolios exclude Client portfolios that expressly prohibit Cross Trades and any other portfolio deemed ineligible by the CCO, or the CCO’s delegate. When permitted by a Client portfolio, applicable law, and our policies and procedures, we will consider, based on guidance and best practices, to execute Cross Trades in eligible Client portfolios if (1) each trade is consistent with the investment policies of each participating Client portfolio as reflected in each Clients’ investment guidelines, (2) the selling Client portfolio receives only cash, (3) no brokerage commission, fee (except for customary transfer fees or nominal brokerage commissions for effecting the transfer), or other remuneration is paid by the participating Client portfolios in connection with the transaction, and (4) a direct transaction between Client portfolios should be effected at the independent current market price of the security, which should be (1) the last reported sale price for the security, if available or (2) if the last sale price is not available after due inquiry, the average of the highest current independent bid and lowest current independent offer for the security, (3) the midpoint between the bid and ask price provided by an independent third-party pricing service, or (4) the bid/ask price provided by an independent fix income electronic trading platform. Cross Trades present a potential conflict of interest because we represent the interests of both the buying and selling Client portfolio. We have an incentive to treat one Client portfolio more favorably than the other particularly in situations when one Client pays us a higher fee than the other Client. A Cross Trade involves the potential risk that the price of the security purchased or sold in the Cross Trade might not be as favorable as it would have been if the trade was executed in the open market. To address these conflicts of interest, our policies and procedures require that any Cross Trades be affected at the applicable independent current market price of the security, which is determined by reference to independent third-party sources. We monitor all Cross Trades to ensure policy adherence. 21  Directed Brokerage Outside of transactions that result in a prohibited transaction under ERISA, we typically do not agree to arrangements in which our Clients limit our discretionary authority to select Counterparties. However, if we agree to directed brokerage instructions from a Client, they must be in writing and the requesting Client must acknowledge that they understand that such an arrangement can detract from our ability to obtain overall best execution, we will not be able to aggregate the requesting Client’s trades with the trades of other Clients, and we will generally place the requesting Client’s trades after other Client trades have been executed. We also request a list of eligible Counterparties and the approximate target percentage or dollar amount for directed transactions. If the portfolio is subject to ERISA, we request documentation from the requesting Client that the plan’s participants will exclusively benefit from the product or service obtained through the directed brokerage arrangement. Soft Dollar Relationships We have no formal arrangements for compensating third parties with Client brokerage commissions (“Third- Party Soft Dollar Arrangements”). When transacting with a Counterparty, we receive various forms of research. Any research received is used to service Client portfolios, consistent with the requirements of Section 28(e) of the Exchange Act of 1934. We do not trade with a Counterparty based on the research they provide and all transactions we enter into are done with a Counterparty that we believe can provide overall best execution. By receiving research from a Counterparty, we have an incentive to transact with the Counterparty based on our interest in the research, rather than achieving overall best execution for the Client portfolios. Additionally, to the extent the research we receive is of value, we will avoid expenses that we might otherwise incur. We have policies and procedures that we believe adequately address these potential conflicts of interest. Client Referrals We do not use Client brokerage commissions to compensate or otherwise reward Counterparties for referrals. Please refer to Item 14 below for further information regarding client referral arrangements. Error Correction Our goal is to identify and correct guideline errors and trade errors affecting clients that may occur and for which IR+M is at fault (“Errors”). Errors can occur for a variety of reasons. As a result, the consequences and the required corrective measures that are appropriate may differ depending upon the nature and cause of the error. IR+M’s goals in correcting errors are to: Identify, analyze, and correct Errors prudently;   Analyze the resulting gain or loss from correcting an Error, and ensure that affected accounts are in no worse a position as before the Error occurred, and  Assess what reasonable actions are required to prevent a recurrence of the Error. 22  Our CCO, or the CCO’s delegate, is responsible for reviewing Errors, understanding the exposure (financial, reputational, legal, contractual, or regulatory), determining appropriate corrective measures, and analyzing corresponding gains or losses resulting from the Error. After confirming exposure related to the error, the CCO or Delegate should determine the appropriate corrective action:  If the error is discovered on or before 10:30AM on T+1, IR+M may cancel the violating trade or reallocate the security at the original trade price to another account managed by IR+M provided that (i) such reallocation is appropriate for and in the best interest of the other participating account(s) and is documented in writing, (ii) the reallocation is made in accordance with the Allocation of Investment Opportunities Policy, and (iii) the reallocation is approved in writing by the CCO or Delegate.  If the error is discovered after 10:30AM on T+1, IR+M may reallocate the violating security to the IR+M Error Account or IR+M may seek a guideline waiver from the client. If IR+M cannot cancel or reallocate the trade and opts not to seek a client waiver, IR+M must execute a corrective transaction(s) at the direction of the CCO or Delegate and inform the affected client of the corrective transaction, the resulting gain/loss, and the method used to analyze such gain/loss1. The transaction in which the error occurred shall be reviewed to evaluate if any changes in any processes are warranted, including refining written procedures, providing additional training to affected parties, and increasing oversight or audit functions. Finally, we will inform affected Clients of corrective transactions and ensure Clients are satisfied with the actions taken. We have a potential conflict of interest in connection with the identification and resolution of Errors because we potentially bear some or all the financial responsibility to correct an Error. This gives us an incentive to determine that an Error did not occur or, if one has occurred, to resolve it in a manner that minimizes the financial impact on us. We strive to make determinations in good faith, considering all circumstances of which we are aware including our own interests, standards under applicable law, and those outlined in our Client’s investment management agreement. All Error correction determinations for private investment funds will be made by us and Private Fund Investors will not be informed that an Error existed or how it was resolved. We seek to manage and mitigate these potential conflicts of interest by following our established policies and procedures. ITEM 13. REVIEW OF ACCOUNTS Members of our Investment Team regularly review Client portfolios and we continuously track compliance with each Client portfolio’s investment guidelines on a pre- and post-trade basis using a third-party trade order management system. The trade order management system is rules-based and our Investment Compliance Team codes a Client portfolio’s specific investment guidelines into the system to allow for guideline monitoring where possible. Only designated members of the Investment Compliance Team can change coding. Our Clients and Private Fund Investors receive Client portfolio information via monthly Client statements. The reporting package contains Client portfolio holdings, purchase and sale transactions for the given period, and the performance of the Client portfolio versus their respective benchmark, if applicable. 1 To the extent an error occurs in a private investment fund managed by IR+M, IR+M shall provide notice to the private investment fund and not to its investors. 23  ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION We do not receive economic benefits for providing investment advice or other services from anyone who is not a Client. We have engaged unrelated third parties for Client referrals in continental Europe and the Middle East and North Africa Region in accordance with Rule 206(4)-1 of the Advisers Act third party. We do not utilize any third parties to assist in our marketing efforts within the United States. Family members of Supervised Persons and shareholders are currently employed by investment consultants, Clients, and/or prospective Clients with whom we do business. This creates an incentive for these third parties to recommend our Firm to their Clients. In circumstances where our Supervised Persons and the third parties’ employee share the same household, such as a husband and wife, are shareholders, or when compensation is based on developing and maintaining Client relationships, potential conflicts of interest exist. Supervised Persons also serve as a trustee and/or board member of Clients and/or Private Fund Investors. These Supervised Persons are not compensated for their roles, and we monitor for any actual or potential conflicts of interests as it relates to such roles. Please refer to Item 15 for a description of custody arrangements. ITEM 15. CUSTODY Separate Accounts are responsible for obtaining a qualified custodian to hold and maintain their assets and IR+M is not considered the official books and record keeper of Client assets. However, under Rule 206(4)-2 of the Advisers Act, we are deemed to have custody of certain Client assets. One example is the ability to deduct fees from a Client’s custodial account. To maintain transparency, we seek to ensure that Clients receive statements at least quarterly from each Separate Account’s qualified custodian. We urge Clients to carefully review their custodial statements, compare them to the statements we provide, and inquire about any unexplained differences. Most commonly, statements can differ based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Please refer to Item 13 for a description of monthly statements. We are also deemed to have custody of Private Investment Fund Clients and comply with the requirements of Rule 206(4)-2 with respect to pooled investment vehicles. As discussed under Item 14 above, certain of our Supervised Persons serve as trustee to certain Clients. These trustee roles are not considered custody under Rule 206(4)-2, as the Supervised Persons have a personal relationship with the Client that is not viewed as custody under the rule. ITEM 16. INVESTMENT DISCRETION Unless otherwise prohibited in an investment management agreement, we generally have discretionary authority to manage Client assets. This allows us to select the types and amounts of investments for a Client’s portfolio without specific consent. Such investment discretion and any limitations are documented in the investment management agreement or other such documentation. Our policies and procedures ensure we exercise our investment discretion in a manner consistent with all applicable laws and regulations and in accordance with each Clients’ investment guidelines and restrictions. 24  ITEM 17. VOTING CLIENT SECURITIES Proxy Voting Holders of fixed income securities are not usually requested to vote proxies. As such, proxy voting is not relevant to our Client portfolios. The Firm has adopted a Proxy Voting Policy for the unusual circumstance in which the Firm would vote a proxy and in the limited circumstances in which the Firm would agree to vote proxies on a Client’s behalf, which is available, free of charge, upon request. Clients can also request information on how we voted for any proxies on behalf of their Client portfolio. Since IR+M is focused solely on providing investment management services, it is unlikely that a material conflict of interest will arise in connection with proxy voting. However, it is possible for a conflict of interest to arise during our proxy voting activities. Examples of such conflicts include an issuer who is soliciting proxy votes also has a Client relationship with us, when one of our Clients is involved in a proxy contest, or when one of our Supervised Persons has a personal interest in a proxy matter. If such a conflict of interest arises, our CCO, or the CCO’s delegate, will consult legal counsel or members of senior management to determine proxy ballot voting to ensure we vote solely in the best interests of our Clients. Class Action/Legal Proceedings Separate Accounts: We will not advise or take any action on behalf of any Client in any legal proceedings involving securities held in or formerly held in a portfolio. If we receive information relating to any legal proceeding, we will use best efforts to cooperate and assist Clients in gathering information and documents regarding a Client portfolio that is relevant to such proceeding. Private Investment Funds: If we receive a notice of a legal proceeding involving securities purchased or sold by a private investment fund we manage; it is our general policy to participate in all legal proceedings in which one or more private investment fund is eligible. However, we can determine not to participate in a legal proceeding for any number of reasons if we determine that the anticipated out-of-pocket costs associated with any potential recovery are likely to exceed the amount of the potential recovery or if the private investment fund intends to pursue its legal rights outside of the established class or other legal proceeding. Our CCO, or the CCO’s delegate, after consultation with the applicable investment personnel, makes the decision on whether to participate in the proceeding. ITEM 18. FINANCIAL INFORMATION We have no financial commitments that impair our ability to meet contractual and fiduciary commitments to our Clients and have never been the subject of a bankruptcy proceeding. 25