INVESTMENT MANAGEMENT Client Disclosure Document

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1 INVESTMENT MANAGEMENT Cient Discosure Document 2015

2 This Investment Management Cient Discosure Document provides information about the quaifications and business practices of Brown Brothers Harriman & Co. If you have any questions about the content of this Investment Management Cient Discosure Document, pease contact us at The information in this Investment Management Cient Discosure Document has not been approved or verified by the U.S. Securities and Exchange Commission or by any state securities authority. 140 Broadway, New York, New York Te: (212)

3 Tabe of Contents BBH OVERVIEW AND MATERIAL UPDATES... 1 BBH INVESTMENT MANGAGEMENT BUSINESS... 2 Overview... 2 Cients... 2 BBH INVESTMENT MANAGEMENT SERVICES, PRODUCTS & FEES... 2 Equity... 2 Fixed Income... 4 Private Funds.. 7 Proprietary Mutua Funds... 8 Vauation... 8 Genera Investment Risks... 8 Fees...11 BBH INVESTMENT PROFESSIONALS...12 OTHER BBH PRODUCTS & SERVICES...15 Investor Services...15 Private Banking...16 Other Advisory Services...16 ADMINISTRATION OF CLIENT ACCOUNTS...17 Review of Accounts...17 Custody, Cient Communications & Reports...17 Investment and Brokerage Discretion...17 Proxy Voting Poicy & Cass Action Lawsuit Recovery Poicy...22 Cosing Accounts...22 OTHER IMPORTANT INFORMATION...22 Tax & Lega Matters...22 Discipinary Information...22 Misceaneous...23 Appendix A...26 Appendix B...27

4 BBH OVERVIEW This Investment Management Cient Discosure Document (the Cient Discosure Document ) provides an overview of Brown Brothers Harriman & Co. ( BBH or the Firm ), its affiiates, subsidiaries and services provided. BBH is a bank, organized as a New York imited partnership. Athough BBH is exempt from registration as an Investment Adviser with the U.S. Securities and Exchange Commission (the SEC ), this Cient Discosure Document is designed to provide descriptions of practices that registered investment advisers discose to their cients. The Firm provides this Cient Discosure Document to its investment management cients and may provide it to investors in certain of BBH s private investment funds for which BBH or its affiiates serve as the investment adviser, sponsor, administrator, and/or custodian in other capacities ( Proprietary Funds ). However, this Cient Discosure Document is not intended to state or impy that BBH is a registered investment adviser or that it is subject to the requirements of the Investment Advisers Act of 1940, as amended (the Advisers Act ), other than as identified beow. If you have any questions regarding BBH or its business practices, pease discuss them with your BBH reationship manager ( RM ) prior to investing. We strive to provide you with up-to-date information and invite you to visit our website ( for important information, incuding updates to this document. BBH was founded in 1818 and remains one of the odest continuousy operated partnership banks in the United States. BBH is owned and managed by the partners isted in Appendix A. In addition to offering a range of investment management services for individuas, famiies and institutions, the Firm participates in businesses, incuding, but not imited to: goba custody, foreign exchange, ending, private equity investing, and persona trust & estate administration. Licensed by the New York State Department of Financia Services ( NYSDFS ) as a Private Banker, BBH is authorized to accept deposits, grant oans, and generay conduct a banking business incuding acting as a custodian of funds and securities. Assets hed at BBH are not FDIC insured and are subject to investment risks, incuding possibe oss of principe invested. As a bank, BBH is exempt from registration with the SEC as an investment adviser under the Advisers Act. BBH does, however, maintain a Separatey Identifiabe Department (the SID ) that is an SEC registered investment adviser. The SID, aso known as the Brown Brothers Harriman Mutua Fund Advisory Department, is an adviser to mutua funds that are registered under the Investment Company Act of 1940, as amended. As of December 31, 2014, BBH s Investment Management ine of business oversaw $57.1 biion as an adviser to its private and institutiona cients, incuding the SID. $56.6 biion is managed on a discretionary basis and $0.5 biion is managed on a non-discretionary basis. BBH s primary reguator is the NYSDFS and BBH is a member firm of the Financia Industry Reguatory Authority ( FINRA ). BBH is registered in certain individua states in connection with its securities and/or advisory activities. The trust services are provided by BBH s subsidiary trust companies, Brown Brothers Harriman Trust Company, N.A. and Brown Brothers Harriman Trust Company of Deaware, N.A. (coectivey, the Nationa Trust Companies ), which are subject to examination and reguatory oversight by the Office of the Comptroer of the Currency, and Brown Brothers Harriman Trust Company (Cayman), which is subject to examination and reguatory oversight by the Cayman Isand Reguatory Authority. The Nationa Trust Companies (but not BBH) are each member banks of the Federa Reserve System. MATERIAL UPDATES Whie there have been no materia changes to BBH s Investment Management business, this Cient Discosure Document has been updated to refect new strategy offerings and changes in certain key personne. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 1

5 BBH INVESTMENT MANAGEMENT BUSINESS Overview Through our Investment Management business, BBH offers a range of fixed income and equity investment management services for both taxabe and tax-exempt cients, incuding coverage of municipa securities, taxabe securities and infation-indexed securities, as we as arge-cap U.S. equity, mid-cap US equity and non-us equity securities. Generay, investment advice is furnished on a discretionary basis. BBH s services are provided pursuant to written agreements. In the course of managing cient portfoios BBH obtains third party information and/or assistance. The Brown Brothers Harriman Mutua Fund Advisory Department hires entities to provide sub-advisory and other investment-reated services to certain accounts. These third-party sub-advisers are themseves advisers to other investment advisers or vehices, incuding their own proprietary funds. BBH s SID reviews the sub-advised portfoio s compiance with portfoio investment guideines. Cients BBH is an investment manager to institutions and occasionay private cients with significant assets. Cients incude: Pubic Funds and Pensions Centra Banks and Financia Institutions Insurance Companies Endowments and Foundations Foreign Officias and Government Institutions Private Investment Funds Corporations Settement Trusts Other Advisory cients such as Taft Hartey Pans BBH INVESTMENT MANAGEMENT SERVICES, PRODUCTS & FEES Equity Investment Strategy & Phiosophy BBH s equity investment phiosophy centers on active management and fundamenta anaysis of individua companies. We seek to invest primariy in cash generative businesses that are eading providers of essentia products and services. We beieve that purchasing the equity securities of such companies when they are trading at a discount to our estimate of intrinsic vaue is an effective way to enjoy the benefits of equity ownership (namey, higher capita appreciation over time) whie reducing the risk of permanent capita oss over the ong term. Whie the firm typicay takes a ong-term investment approach to managing cient accounts, BBH may at times engage in short-term trading (i.e., hoding securities ess than 30 days). BBH INVESTMENT MANAGEMENT / Cient Discosure Document 2

6 Investment Types The types of equity securities that BBH may invest in on behaf of cients incude, without imitation, cash market securities such as exchange-isted securities, securities traded over-the-counter, foreign issuers, and exchange-traded funds ( ETFs ). BBH may aso invest, when appropriate, in portfoios of derivative instruments such as warrants, commodity interests (e.g., forwards, futures and swaps) and options. Pease refer to the section entited OTHER IMPORTANT INFORMATION: Misceaneous, Commodities/Futures Trading for more information on derivatives trading. In most cases, derivative investments wi invove greater voatiity and more imited iquidity than cash market investments. The potentia for gain or oss exists in both the cash and derivatives markets obigations. Methods of Anaysis Our equity investment team consists of portfoio managers supported by investment anaysts who foow specific industry sectors and work coaborativey with each other to identify, anayze, and monitor portfoio companies. The anaysts evauate industry structure, and they communicate with knowedgeabe industry participants and, when appropriate, company management teams, to assess whether companies meet our business, management, and vauation criteria. Where warranted, they aso use outside consutants and research materias. Generay, for each investee company, the anaysts seek to identify the key business risks and variabes outside of management s contro. Outside research materias/anaytica toos used may incude: Research Materias/Anaytica Toos Annua reports, prospectuses, fiings Company press reeases and presentations Inspections of corporate faciities and activities Financia newspapers and industry pubications/websites Expert networks Research provided by third parties Specific Service Offerings Equity investment management services provided to our institutiona cients generay incude one or more of the foowing: Core Seect: Core Seect is BBH s primary proprietary arge cap pubic equity investment management strategy. Investments in equity securities wi generay be in arge capitaized North American companies with a market vaue of at east $5 biion. For our Core Seect portfoios we empoy fundamenta anaysis and seek to anayze each company s business, management, and vauation. The criteria that we seek in each area, where appropriate, are as foows: Business Criteria (i) eadership in an attractive market niche or industry, (ii) sustainabe competitive advantages, (iii) essentia products or services, (iv) oya customers, (v) high returns on invested capita, and (vi) strong free cash fow; Management Criteria (i) high eves of integrity, (ii) exceent operators, and (iii) strong capita aocation; and BBH INVESTMENT MANAGEMENT / Cient Discosure Document 3

7 Vauation Criteria a meaningfu discount to a growing estimated intrinsic vaue per share. Intrinsic vaue cacuations are based on BBH s anayses of free cash fow and return-on-invested capita. We seek to own approximatey companies in Core Seect equity portfoios in order to minimize the impact of unforeseen company-specific probems, but sti benefit from having a reativey concentrated portfoio of companies that meet our demanding business and vauation criteria. When purchasing a company, our time horizon is typicay three to five years, however, investments are usuay sod if they appreciate above our estimate of intrinsic vaue. We seek to own businesses over many years in order to compound weath and reduce taxes. Goba Core Seect: Goba Core Seect portfoios are comprised of at east 40% non-u.s. companies (based on country of incorporation) under norma circumstances. Investments in equity securities wi generay be in arge and mid-cap companies with a market capitaization of at east $3 biion. The strategy may invest in equity securities, depositary receipts, participation agreements and other derivative instruments to gain exposure to non- U.S. companies. Securities may be purchased in currencies other than the U.S. doar that may or may not be hedged. The criteria that we seek in each area, where appropriate, are as foows: Business Criteria (i) eadership in an attractive market niche or industry, (ii) sustainabe competitive advantages, (iii) essentia products or services, (iv) oya customers, (v) high returns on invested capita, and (vi) strong free cash fow; Management Criteria (i) high eves of integrity, (ii) exceent operators, and (iii) strong capita aocation; and Vauation Criteria a meaningfu discount to a growing estimated intrinsic vaue per share. Intrinsic vaue cacuations are based on BBH s anayses of free cash fow and return-on-invested capita. The strategy seeks to invest in approximatey companies that meet its demanding investment criteria. Fixed Income Investment Strategy & Phiosophy BBH uses a fundamenta, vaue-based approach to fixed income management. Our fixed income management phiosophy is grounded in the beief that market prices move much faster and further than underying fundamentas, creating substantia misaignments of vaue and price. We beieve that successfu investing requires a strategy based on ong-term vauation discipine. We use a team approach to execute our strategy, reviewing the research and knowedge of anaysts, portfoio managers and traders in a process of transparent and open debate. Vaue opportunities drive portfoio construction, that is, we buid sector aocations and portfoios "bottom-up" based on the quantity and intensity of individua avaiabe vauation opportunities. We beieve that preservation of capita is critica to investing success. We attempt to manage this risk through independent fundamenta research and prudent diversification and by measuring and managing portfoio price exposures reative to US Treasury instruments rather than any particuar credit benchmark. There is no guarantee that a particuar account wi achieve its investment objectives. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 4

8 Investment Types Fixed-income investments may incude cash market corporate debt, asset-backed securities, municipa securities, government securities, and non-u.s. doar denominated fixed income instruments. Certain fixed-income strategies may aso incude investments in commodity interests (e.g., treasury futures), derivative/structured products, incuding swaps, fixed or foating rate oans or simiar instruments that invove greater voatiity and more imited iquidity than cash market fixed-income securities. Cash market and derivatives fixed income instruments can create gains or osses to cient accounts depending upon security-specific, market and macroeconomic factors. We offer municipa and crossover fixed income strategies to maximize after-tax return. Methods of Anaysis The majority of our fixed income anaysis and research is performed internay. Both credit and quantitative anaysis are fundamenta parts of our investment management process. We have structured our fixed income team to aow for functiona speciaization in the foowing areas: Credit Quantitative Security Anaysis Expected Returns Monitoring Mode Deveopment Industry Trends Optimization Credit Trends Risk Quantification Return Attribution Outside research materias/anaytica toos used may incude: Research Materias/Anaytica Toos Financia Newspapers and industry pubications Inspections of corporate faciities and activities Research Prepared by Third Parties Rating Services Coatera Tracking and Data Services Annua Reports, Prospectuses, and Fiings Company Press Reeases Treasury Futures BBH may use U.S. Treasury futures contracts for a variety of purposes in connection with the management of the interest rate exposure of cient portfoios. BBH's use of such contracts for a portfoio coud incude, but is not imited to, adjusting the overa interest rate exposure, or duration, of the portfoio; changing the exposure of the portfoio to different parts of the yied curve; offsetting the impact of specia situations that affect specific securities (e.g., tender offers); and maintaining portfoio interest rate exposure as arge portfoio contributions or withdrawas occur. BBH's use of Treasury futures is subject to a cient s investment guideines and the cient s competion of the necessary documentation with a futures commission merchant. BBH is not a futures commission merchant. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 5

9 Whie transactions in Treasury futures may reduce certain risks, these transactions themseves entai certain other risks. Unanticipated changes in interest rates or securities prices may resut in a poorer overa performance for a portfoio than if it had not entered into any Treasury futures transactions. In the event of adverse price movements, a portfoio may be required to make daiy cash payments to maintain its required margin. If the portfoio has insufficient cash, it may have to se portfoio securities to meet daiy margin requirements at a time when the portfoio manager woud not otherwise eect to do so. In addition, a portfoio may be required to deiver or take deivery of instruments underying the Treasury futures it hods. A portfoio may suffer osses if it is unabe to cose out its position because of an iiquid secondary market, and there is no assurance that a portfoio wi be abe to cose out its position when BBH considers it appropriate or desirabe to do so. In genera, derivatives, incuding Treasury futures, may invove risks different from, and potentiay greater than, those of the underying securities. To the extent a portfoio uses Treasury futures, it is exposed to additiona voatiity and potentia osses resuting from everage. Losses (or gains) invoving Treasury futures contracts can sometimes be substantia in part because a reativey sma price movement in a Treasury futures contract may resut in an immediate and substantia oss (or gain) for a portfoio. Credit Defaut Swaps BBH may use credit defaut swaps ( CDS ) to either gain exposure or to hedge an account s exposure to issuer credit risk. CDS agreements specify that one party pays a fixed periodic coupon for the ife of the agreement to another party. The other party makes no payment uness a credit event, reating to a predetermined security, occurs. If such an event occurs, the party wi make a payment to the other party and the swap wi be terminated. The size of the payment is usuay inked to the decine in the reference security s market vaue foowing the occurrence of the credit event. BBH's use of CDS is subject to a cient s investment guideines. Most CDS agreements entered into by a cient cacuate the obigations of the parties to the agreement on a net basis. Consequenty, a cient s current obigations (or rights) under a swap agreement wi generay be equa ony to the net amount to be paid or received under the agreement based on the reative vaues of the positions hed by each party to the agreement (the net amount ). A cient s current obigations under a swap agreement wi be accrued daiy (offset against any amounts owed to a cient) and any accrued but unpaid net amounts owed to a swap counterparty wi be covered by the segregation of assets determined to be iquid by BBH in accordance with its procedures. Transactions in CDS can entai counterparty risk (i.e., the counterparty s abiity to pay on its obigations) as we as other market risks. The everage used in many CDS transactions and a widespread market downturn coud ead to defauts thereby reducing the abiity of the risk buyer to meet their obigations. Loan Participations and Assignments and Other Direct Indebtedness BBH may purchase fixed and foating-rate oans, which generay wi be in the form of oan participations and assignments of portions of such oans. Loan participations and assignments invove specia types of risk, incuding credit risk, interest rate risk, iquidity risk, and the risks of being a ender. BBH may purchase oan participations in commercia oans. Such indebtedness may be secured or unsecured. Loan participations typicay represent direct participation in a oan to a corporate borrower, and generay are offered by banks or other financia institutions or ending syndicates. A cient account may participate in such syndications, or can buy part of a oan, becoming a part ender. When purchasing oan participations, the portfoio assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financia intermediary. The participation interests that a portfoio manager intends to purchase may not be rated by any nationay recognized rating organization. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 6

10 A oan is often administered by an agent bank acting as agent for a hoders. The agent bank administers the terms of the oan, as specified in the oan agreement. In addition, the agent bank is normay responsibe for the coection of principa and interest payments from the corporate borrower and the apportionment of these payments to the credit of a institutions that are parties to the oan agreement. Uness, the account has direct recourse against the corporate borrower under the terms of the oan or other indebtedness, the account owner may have to rey on the agent bank or other financia intermediary to appy appropriate credit remedies against a corporate borrower. A financia institution s empoyment as agent bank might be terminated in the event that it fais to observe a requisite standard of care or becomes insovent. A successor agent bank woud generay be appointed to repace the terminated agent bank, and assets hed by the agent bank under the oan agreement shoud remain avaiabe to hoders of such indebtedness. However, if assets hed by the agent bank for the benefit of a portfoio were determined to be subject to the caims of the agent bank s genera creditors, a portfoio might incur certain costs and deays in reaizing payment on a oan or oan participation and coud suffer a oss of principa and/or interest. In situations invoving other interposed financia institutions (e.g., an insurance company or governmenta agency), simiar risks may arise. Specific Offerings for Fixed Income Institutiona Cients Fixed income investment management services provided to our institutiona cients generay incude one or more of the foowing: Liquidity Management: seeks to hep taxabe and tax-exempt institutions generate income whie preserving principa from their reserve portfoios with short and intermediate maturities. Core and Intermediate Fixed Income Management: seeks to maximize tota return for tax-exempt institutions that have an intermediate or onger investment horizon whie meeting cient requirements. Credit Vaue Management: seeks credit opportunities with the highest potentia excess returns through active portfoio management whie aso focusing on preserving capita. Crossover Portfoio Management: seeks to maximize tota returns for taxabe cients through tax-efficient portfoio management whie meeting cient s requirements incuding, among other things, gain/oss recognition. Municipa Bond Management: seeks to provide taxabe investors with the benefits of stabe, tax-shetered income and the incrementa returns avaiabe through active portfoio management invoving obigations of various durations. Infation-Indexed Securities Management: seeks to manage the purchasing power of assets predominanty through investments in infation-indexed securities, which provide a contractua rea or infation-adjusted return. Private Funds BBH may offer certain strategies through vehices that are privatey offered. Investing in private funds is not suitabe for a cients. These investments are intended soey for accredited investors and/or quaified purchasers who are wiing to bear any and a of the foowing risks: - Loss of a or substantiay a of an investment - Lack of iquidity - Voatiity of returns BBH INVESTMENT MANAGEMENT / Cient Discosure Document 7

11 - Possibe ack of diversification reative to mutua funds - Limitation on transfer or assignment of the interests in the investment vehice - Deays in tax reporting - Less reguation and higher fees than mutua funds Proprietary Mutua Funds BBH s SID acts as investment adviser to severa registered mutua funds. The prospectus for each proprietary mutua fund contains a compete description of BBH s compensation and the risks associated with each mutua fund can be found onine at Vauation BBH typicay vaues exchange-traded securities using the most recent sae price on that exchange on the vaue date as of the vaue time. If no such saes are reported, BBH wi generay use readiy-avaiabe market quotations that it receives from independent, third-party pricing services. BBH may use broker quotes when third-party pricing services do not provide vaues, athough broker quotes are not necessariy determinative of fair vaue if an active market does not exist for the security. In regards to both exchange-traded and fixed-income securities, in the event market quotations are unavaiabe, or BBH determines in good faith that such quotations may be unreiabe, or when an active market for a security does not exist (such as the case during periods of extreme market uncertainty), BBH may price the securities using an interna methodoogy. These prices wi be estimates of fair vaue as of the vauation date, and BBH makes no representation or warranty that a security can be sod at the estimated price. There may be instances where vendor prices are unavaiabe or unreiabe and BBH may determine not to provide an interna estimate of fair vaue. In this case, no price wi appear on the monthy statement or otherwise. BBH may face a confict of interest in vauing the securities or assets in a cient s portfoio that acks a readiy ascertainabe market vaue as the vaue of the assets hed by BBH wi affect BBH s compensation. BBH wi vaue such securities and other assets in accordance with estabished vauation poicies and procedures. Genera Investment Risks Investing in securities invoves risk of oss that cients shoud be prepared to bear. Certain types of investments may pose greater risks and in some instances, increased voatiity and ack of iquidity. Bond risk. Compared to other markets, the bond market is reativey voatie, and investments in bonds carry interest rate risk. Bonds aso carry the risk of issuer or counterparty defaut, issuer credit risk, and infation risk. Interest rate risk. Fixed income security prices may decine due to rising interest rates. Fixed income securities with onger maturities are generay subject to greater price voatiity than obigations with shorter maturities. Credit risk. A security s price may decine due to deterioration in the issuer s or guarantor s financia condition. An account coud ose money if the issuer or guarantor of a fixed income security, or the counterparty to a forward contract, repurchase agreement, or a oan of portfoio securities is unabe or unwiing to make timey principa and/or interest payments, or to otherwise honor its obigations. If an issuer defauts, or if the credit quaity of an investment deteriorates or is perceived to deteriorate, the vaue of the investment coud decine. Liquidity risk. The risk that an investment cannot be bought or sod in the market in a timey manner. The eves of iquidity may depend on the asset type, the size of a position and the iquidation horizon. Securities that are BBH INVESTMENT MANAGEMENT / Cient Discosure Document 8

12 subject to ega or contractua restrictions (such as private pacements and certain restricted securities) may be difficut to vaue accuratey and se at a price deemed to be representative of their vaue. Ca risk. During periods of faing interest rates, issuers of caabe bonds may repay securities with higher interest rates before maturity. This coud cause an account to ose potentia price appreciation and reinvest the proceeds at ower interest rates. Mortgage and asset-backed securities risk. Eary repayment of principa (e.g., prepayment of principa due to sae of the underying property, refinancing, or forecosure) of mortgage-reated securities (or other caabe securities) can expose an account to a potentia oss on any premium to face vaue paid and to a ower rate of return upon reinvestment of principa. In addition, changes in the rate of prepayment aso affect the price and price voatiity of a mortgage-reated security. Securities issued by certain U.S. Government sponsored enterprises (GSEs) (such as Fannie Mae, Freddie Mac, the Federa Home Loan Banks, and the Federa Farm Credit Banks) are not issued or guaranteed by the U.S. Treasury. In the event that these GSEs cannot meet their obigations, there can be no assurance that the U.S. Government wi (or wi continue to) provide support, and an account s performance coud be adversey impacted. Municipa bond risk. Like other debt securities, municipa bonds are subject to credit risk, interest rate risk and ca risk. Obigations of issuers of municipa bonds are generay subject to the provisions of bankruptcy, insovency, and other aws affecting the rights and remedies of creditors. However, the obigations of certain municipa issuers may not be enforceabe through the exercise of traditiona creditors rights. The reorganization under the federa bankruptcy aws of a municipa bond issuer or payment obigor bonds may resut in, among other things, the municipa bonds being canceed without repayment or repaid ony in part. In addition, Congress or state egisatures may seek to extend the time for payment of principa or interest, or both, or to impose other constraints upon enforcement of such obigations. Litigation and natura disasters, as we as adverse economic, business, ega, or poitica deveopments (incuding chaenges to the continued tax exempt status of various municipa bonds), may introduce uncertainties in the market for municipa bonds or materiay affect the credit risk of particuar bonds. Derivatives. Derivatives are financia contracts whose vaue depend on, or are derived from, the vaue of an underying asset or index. Derivatives risks incude iquidity risk, interest rate risk, market risk, credit risk of the reference security and counterparty, management risk, risk of mispricing or improper vauation and the risk of miscorreation. Additionay, derivative instruments may experience dramatic price changes and imperfect correations between the price of the derivative contract and the underying security or index, which may increase voatiity. Derivatives and forward-setting securities aso invove everage risk where they provide investment exposure in an amount exceeding the initia investment. Equities. The price of equity securities may rise or fa because of changes in the market, in a company s financia condition, or other macroeconomic variabes sometimes rapidy or unpredictaby. These price movements may resut from various factors affecting individua companies, sectors or industries seected for a portfoio or the securities market as a whoe, such as changes in economic or poitica conditions. Cient portfoios may decrease in vaue as a resut. Foreign Exchange. Changes in currency exchange rates and the reative vaue of non-u.s. currencies wi affect the vaue of the cient s investment and the vaue of a fund s shares. Currency exchange rates can be especiay voatie and can change quicky and unpredictaby. Changes can resut due to poitica, ega or economic conditions in the country issuing the currency of other foreign countries, or the United States. As a resut of BBH INVESTMENT MANAGEMENT / Cient Discosure Document 9

13 currency rate movements, the vaue of an investment may change quicky and without warning and with no change in the underying investments fundamentas. BBH may or may not hedge the foreign exchange exposure associated with a particuar investment. Emerging Markets. Investments in emerging markets pose additiona risks. These risks incude: (i) expropriation, confiscatory taxation, nationaization, and ess socia, poitica and economic stabiity than in more deveoped economics; (ii) the sma current size of the securities markets and ower trading voume; (iii) certain nationa poicies reated to nationa interests, which may restrict investment opportunities; and (iv) the absence of deveoped ega structures governing private or foreign investment and private property. Foreign Securities Generay. Investing in fixed income or equity securities of foreign-based companies or securities issued by non-u.s. banks invoves risks that incude changes in poitica, socia or economic conditions, dipomatic reations, confiscatory taxation, expropriation, nationaization, imitation on the remova of funds or assets, or imposition of (or change in) exchange contro or tax reguations. Foreign investments may be more voatie and potentiay ess iquid than U.S. investments. A cient s assets that are concentrated in a singe country or countries ocated in the same geographic region assumes additiona risks and coud utimatey cause the cient to underperform, or be more voatie than, other portfoios that invest more broady. Exchange Traded Funds. There may be a ack of iquidity in certain ETFs which can ead to a arge difference between the bid-ask prices (increasing the cost to you when you buy or se the ETF). A ack of iquidity aso may cause an ETF to trade at a arge premium or discount to its net asset vaue. Additionay, an ETF may suspend issuing new shares and this may resut in an adverse difference between the ETF s pubicy avaiabe share price and the actua vaue of its underying investment hodings. At times when underying hodings are traded ess frequenty, or not at a, an ETF s returns aso may diverge from the benchmark it is designed to track. Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federa Deposit Insurance Corporation ( FDIC ) or any other government agency. Athough money market funds seek to preserve the vaue of your investment at $1.00 per share, there is no assurance that wi occur, and it is possibe to ose money if the fund vaue per share fas. Moreover, in some circumstances, money market funds may be forced to cease operations when the vaue of a fund drops beow $1.00 per share. In that event, the fund s hodings are iquidated and distributed to the fund s sharehoders. This iquidation process coud take up to one month or more. During that time, these funds woud not be avaiabe to you. Lack of Diversification. Non-diversified portfoios are not imited with regard to the portion of their assets that may be invested in the securities of a singe issuer, industry sector and/or market. Such arger positions may cause performance to fuctuate to a greater extent than that of a diversified strategy. Aternative Investments. (e.g., Private Funds or Private Markets): Aternative investments have different features and risks from other types of investment products. As further described in the offering documents of any particuar aternative investment, an investment in aternative investments can be highy iiquid, is specuative and not suitabe for a investors. For exampe, aternative investment products may pace substantia imits on iquidity and the redemption rights of investors, incuding ony permitting withdrawas on a imited periodic basis and with a significant period of notice and may impose eary withdrawa fees. Investing in aternative investments is intended for experienced and sophisticated investors ony who are wiing to bear the high economic risks of the investment. Investors shoud carefuy review and consider potentia risks before investing. Certain of these risks may incude: oss of a or a substantia portion of the investment due to everaging, short seing, or other specuative practices; ack of iquidity, in that there may be no secondary market for the fund and BBH INVESTMENT MANAGEMENT / Cient Discosure Document 10

14 none expected to deveop; voatiity of returns; restrictions on transferring interests in the fund; potentia ack of diversification and resuting higher risk due to concentration of trading authority when a singe advisor is utiized; absence of information regarding vauations and pricing; compex tax structures and deays in tax reporting (private funds issue an annua Schedue K-1 tax document which may be deayed and require investors to seek an extension on their tax returns); ess reguation and higher fees than mutua funds; and advisor risk. Aternative investment products may aso have higher fees (incuding mutipe ayers of fees) compared to other types of investments. An investment in aternative investments carries additiona risks as described herein. Individua funds wi have specific risks reated to their investment strategies that wi vary from fund to fund. For more detais on these and other features and risks, pease carefuy read the documentation (incuding risk discosures) reating to any fund that your portfoio invests, as we as your cient agreement. Fees Generay, BBH charges fees on investment advisory accounts based on a percentage of assets under management. Fees and minimum account sizes may vary or be negotiabe, depending upon the types of products or services seected or the number of accounts and asset size associated with the cient reationship. The minimum annua fee for BBH cients is typicay $50,000 to $100,000 depending on the strategy, however, in certain circumstances, BBH may discount or waive fees when appropriate. Advisory fees are generay bied either monthy or quartery and either in advance or in arrears, depending upon the nature and circumstances of the cient account and services seected and are deducted accordingy from the cient s account. A refund of any pre-paid advisory fees wi be made if a cient account is terminated prior to the end of a biing cyce. Pease refer to your investment management agreement (and any subsequent notices and/or amendments) to confirm the fees and biing schedue appicabe to your account. Typicay, BBH wi notify its cients at east thirty (30) days in advance of any change in the fees and charges appicabe to a cient account, uness otherwise stated in the investment management agreement. In most cases the broker executing a trade on the account s behaf wi charge a commission (equity securities) or earn a mark up/mark down (fixed income securities) and BBH wi debit those charges from the cient account. BBH does not earn commissions or other transaction fees in connection with directing investment advisory trade orders to third party brokers for execution; however, BBH does receive credits from certain brokers toward the receipt of quaifying research or other services in accordance with appicabe aw. Pease refer to the beow section entited ADMINISTRATION OF CLIENT ACCOUNTS: Investment and Brokerage Discretion, Soft Doar or Research/Execution Arrangements for additiona information. The investment management reationship may be terminated by either the cient or BBH on the terms set forth in the investment management agreement. In the event of termination, fees sha be pro-rated based on the termination date and debited directy from the account. See aso the beow section entited ADMINISTRATION OF CLIENT ACCOUNTS: Cosing Accounts for additiona information on account termination. In some cases, and in compiance with appicabe aw, cient accounts may provide for fees to incude a sharing in the capita appreciation of the account (aso known as performance or incentive fees), which may incude sharing with BBH as Genera Partner, investment manager or in a simiar capacity. Depending upon the type of investment, incuding certain Proprietary Funds (otherwise known as aternative investments), this sharing may be based on the tota return over a benchmark of the portfoio or may be based on a percentage of the absoute profits. Structura differences in fees may motivate managers to make portfoio decisions that favor portfoios that are charged incentive fees over those that are charged asset-based fees. To address this potentia confict of interest, BBH has poicies in pace and reated interna contros intended to provide for the aocation of trades in an equitabe manner over time. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 11

15 The compensation of BBH varies based on assets under management and the products and services appicabe to cient accounts. For instance, from time to time, BBH may earn enhanced compensation when new or existing cients increase the aggregate amount of assets under management by BBH, whether it is through investing additiona monies in a separatey managed account or in a stand-aone investment product. BBH INVESTMENT PROFESSIONALS Beow are brief biographies on BBH s key senior officers incuding those who provide investment advice. James J. Evans Born: 1958 Education: 1980 University of Deaware, B.S New York University, M.B.A. Business Background: Lazard Freres Asset Management, Fixed Income Manager Shawmut Investment Advisers, Fixed Income Manager 1996 Present Fixed Income Portfoio Manager, BBH Timothy E. Hartch Born: 1969 Education: 1992 Harvard University, A.B University of Michigan Law Schoo, J.D University of Michigan Business Schoo, M.B.A. Business Background: 1996 Present BBH M&A Advisory and Private Equity, BBH 2001 Present Co-manager of private investment funds, BBH 2005 Present Co-manager of BBH Core Seect strategy, BBH 2010 Present Partner and Head of Goba Core Seect & Core Seect Team, BBH Andrew P. Hofer Born: 1963 Education: 1986 Yae University, B.A Coumbia University, M.I.A. Schoo of Internationa Affairs Business Background: 1988 Present BBH Domestic Banking, BBH Head of Institutiona Investment Management, BBH Chief Operating Officer -- Investment Management, BBH 2008 Present Head of Taxabe Fixed Income, BBH Nei M. Hohmann Born: 1969 Education: BBH INVESTMENT MANAGEMENT / Cient Discosure Document 12

16 1991 Yae University, B.A University of Chicago, Ph.D. Business Background: Economic Research Service, U.S, Department of Agricuture Swiss Reinsurance Munich Reinsurance 2006 Present Credit Anayst and Co-Portfoio Manager, BBH Michae R. Keer, CFA Born: 1977 Education: 1999 Princeton University, B.S.E. Business Background: KeyBanc Capita Markets, Equity Anayst 2005 Present BBH Equity Anayst, BBH 2008 Present Co-Portfoio Manager and Equity Anayst, BBH 2015 Present Partner Radford W. Kotz Born: 1955 Education: 1977 University of Virginia, B.A. Business Background: 1977 Present BBH 1995 Present Partner, BBH Head of Investment Process Group, Institutiona Fixed Income, BBH 2012 Present Head of Mutua Funds, BBH Pau E. Kunz, CFA Born: 1968 Education: 1990 Vianova University, B.S St. John s University Schoo of Law, J.D New York University Schoo of Law, LL.M Business Background: SunAmerica Asset Management High Yied Credit Anayst Hacyon Management Company LLC Distressed Credit Anayst Oppenheimer Funds Inc. High Yied Credit Anayst Deutsche Asset Management High Yied Credit Anayst 2013 Present Credit Anayst and Co-Portfoio Manager, BBH Regina K. Lombardi Born: 1959 Education New York University, B.S. Business Background BBH INVESTMENT MANAGEMENT / Cient Discosure Document 13

17 McCowan Associates, Equity Trader ( ), Research Associate ( ) Riverbridge Partners, Equity Anayst Advantus Capita Management, Equity Anayst 2002 Present Equity Anayst, BBH 2011 Present Portfoio Manager, BBH Jean-Pierre Paquin Born: 1973 Education: 1996 Cogate University, B.A The Wharton Schoo, University of Pennsyvania, M.B.A. Business Background : M&A Advisory & Private Equity, BBH : Principa, The 1818 Mezzanine Funds, BBH 2006 Present: Co-Manager & Principa, BBH Capita Partners, BBH 2015 Present: Partner, Investment Management, BBH Jeffrey A. Schoenfed Born: 1958 Education: 1980 University of Caifornia at Berkeey, B.A The Wharton Schoo, University of Pennsyvania, M.B.A. Business Background: 1984 Present BBH Liquidity Management Department Head, BBH 1996 Present Partner, BBH Head of Institutiona Fixed Income, BBH Head of Brown Brothers Harriman Mutua Fund Advisory Department 2010 Present Head of Institutiona Business Deveopment and Reationship Management, BBH Gregory S. Steier Born: 1970 Education: 1992 New York University, B.S New York University, M.B.A. Business Background: 1992 Present BBH 2001 Present Head of Tax Exempt Fixed Income and TIPS, BBH Richard H. Witmer, Jr. Born: 1952 Education: 1974 Brown University, A.B Harvard University Graduate Schoo of Business, M.B.A. Business Background: 1976 Present BBH 1988 Present Partner, BBH BBH INVESTMENT MANAGEMENT / Cient Discosure Document 14

18 Head of Mergers & Acquisitions, BBH 2001 Present Co-manager of Private Investment Fund, BBH Co-manager of BBH Core Seect strategy, BBH Co-Head of Core Seect Team, BBH 2010 Present Head of Investment Management, BBH OTHER BBH PRODUCTS & SERVICES BBH is invoved in a number of businesses other than providing investment advice, incuding, but not imited to, Private Banking and Investor Services. Investment management cients may choose to take advantage of these services at BBH as their needs require. BBH has partners and senior management who work amost excusivey in these other business ines. With the exception of certain personne of the Trust Companies and the SID, most professionas in the Investment Management business ine do not spend significant amounts of time on these other activities of BBH. A imited number may cross-over and provide due diigence/strategy seection services for BBH s Private Banking business. In addition, certain members of the impementation team provide services to Private Banking. Beow we provide a summary of our core business services. Investor Services Our Investor Services business assists the word s most sophisticated asset managers and financia institutions to achieve their goba investment objectives through its integrated goba service mode. BBH everages its award-winning cient service and technoogy to provide goba custody services in neary 100 markets. Additiona integrated services offered incude: Fund Accounting/Administration Services: BBH provides fund accounting services as part of our suite of Goba Investment Administration products. BBH provides daiy muti-currency portfoio vauation, fund accounting, and reporting services to some of the word s eading asset gatherers. Securities Lending Services: BBH provides cients with proven expertise in structuring risk controed securities ending soutions. Our cients have the fexibiity to aocate assets across a traditiona agency or excusive arrangement, or a combination of the two, aowing cients to seect the most optima trading strategy. We focus on maximizing intrinsic vaue and in consutation with our cients deveop customized ending programs designed to optimize returns within their defined risk parameters. Foreign Exchange Services: BBH is an industry eading goba FX provider committed to offering our cients a continuum of innovative and fexibe soutions focused on execution exceence, product choice, and transparency. Our products have been designed in cose consutation with our cients resuting in soutions that hep them maximize their investment objectives. Goba Custody: BBH ensures the settement, safekeeping and accurate reporting of assets for the word s most sophisticated asset gatherers. BBH Goba Custody service incorporates operationa expertise, cient service, oca reationship management and market inteigence to deiver insightfu data over our Goba Operating Patform. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 15

19 Mutua Fund Services: BBH, as a FINRA member, provides mutua fund soution services to a diverse institutiona cient base. BBH s cients cover a wide range of business profies, incuding private banks, mutua funds, hedge funds, independent asset managers and investment advisers, as we as other brokers. Generay, BBH does not provide mutua fund services to investment management cients; however, if it were to as an accommodation, BBH woud do so in accordance with appicabe aw. For a discussion of best execution, pease refer to the beow section entited ADMINISTRATION OF CLIENT ACCOUNTS: Investment and Brokerage Discretion, Best Execution. Private Banking Our Private Banking business assists business owners, and those individuas with substantia weath, achieve their financia goas. BBH serves both corporate and private cients throughout the cyce of weath creation, transition, and preservation. BBH everages our shared inteectua capita and reputation in order to become a trusted advisor to our cients. Private Banking s offered services incude: Trust Services: Through our Nationa Trust Companies, BBH offers our cients an array of individuaized services to impement estate, financia and tax panning strategies. We administer many types of persona trusts, from the simpest form of iving trust to compicated estate panning vehices. We aso act as custodian of individua retirement accounts (IRAs), and as trustee of institutiona trusts. Our services incude acting as trustee or executor to carry out fiduciary administration and assisting investment advisory and their professiona tax and ega advisors with estate panning and tax panning. Investment Advisory: The Investment Advisory and Trust Services department provides advisory services to high net worth individuas. BBH estabishes and maintains ong-term strategic asset aocation guideines for cients of various categories predicated upon ong-term investment risk and return objectives and other matters of judgment. RM s work with cients to estabish and maintain Investment Poicy Statements that document investment strategies that are designed to be consistent with the sophistication, risk toerance and investment objectives of our cients. Corporate Lending: Corporate Lending is focused on providing credit expertise to U.S. based, high quaity midde-market private firms and cosey-hed pubic companies. BBH s primary ending service is the provision of senior secured oans to corporate customers for working capita, acquisitions, and genera business expansion. Private Equity: As a proprietary private equity fund manager, BBH provides expertise in investing in ower midde market companies and works with management teams whose businesses are at critica infection points in terms of their growth and strategic deveopment. The funds have the fexibiity to act as a contro or non-contro investor and to structure investments as a combination of equity and subordinated debt securities. Other Advisory Services The SID provides investment advisory services to BBH s famiy of domestic mutua funds - the BBH Funds. The SID has its own investment advisory cient discosure document (i.e., the SID s Form ADV, Part I) which may be provided to SID cients upon written request. BBH aso acts as investment adviser to the majority of the cients of its affiiated Nationa Trust Companies. Where BBH acts as investment adviser to a cient for whom one of the Nationa Trust Companies is providing fiduciary services, the BBH advisory fee is incuded in the fiduciary fee charged by the trust company. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 16

20 ADMINSTRATION OF CLIENT ACCOUNTS Review of Accounts Investment management accounts for cients are reviewed and approved at east annuay. Generay, account reviews wi incude, where appicabe: Checks for portfoio compiance with cient investment objectives/guideines; The Cient s profie and economic and market conditions to verify whether the investment guideines are sti appropriate; and Checks that account performance is consistent with the strategy. RMs are aso required to review and approve accounts and to discuss any issues with the first ine reviewer. A account reviews are aso reviewed and approved by appicabe supervisors. Custody, Cient Communications & Reports BBH serves as custodian for assets hed in certain separate accounts, funds advised by the SID, for proprietary funds, and for other assets hed in coective investment vehices managed by unaffiiated investment managers. As custodian, BBH must segregate cient assets from its proprietary assets. Assets hed by BBH are immediatey identifiabe through the designation of cient accounts. Investment management cients are typicay furnished with a written portfoio summary deivered as requested. Cients can aso view their portfoio by enroing in BBH s onine service, BBH Cient Porta. The BBH Cient Porta provides summary information of securities hed, number of units, purchase price, current market vaue and estimated annua income. As printed cient statements may differ from the summary information avaiabe on the BBH Cient Porta, incuding with respect to securities vauations, cients shoud prompty notify their RM of any potentia discrepancies. The written statement is the officia statement of your account hodings and vaues as of the statement date. Additionay, uness a cient eects to suppress confirmations, trade confirmations are provided directy to cients. Investment and Brokerage Discretion When BBH engages a sub adviser, the sub-adviser has fu trading and brokerage discretion over the sub-advised account. As part of that engagement, BBH considers the sub-adviser's compiance poicies and procedures, incuding those reating to trading, brokerage and the aocation of trading opportunities and requires them, among other things, to adhere to best execution standards. Written Authority to Exercise Discretion BBH typicay obtains written authority to exercise discretion over cient accounts, incuding the discretion to determine the securities to be bought or sod and their amount, the broker-deaers to be used, and the commission rates or fees to be paid for those executions. This discretionary authority may be imited by cients, incuding retention of the right to direct purchases and saes to specific brokers or the right to vote proxies. Securities hed pursuant to cient direction may not meet BBH s credit or investment criteria and, therefore, we recommend, that you discuss these positions with your RM. Shoud a cient choose to invest in a security that is not seected by BBH, the cient assumes fu responsibiity for managing such securities, and such hodings remain subject to the same fees as other managed assets in the account, uness otherwise provided by written agreement. BBH INVESTMENT MANAGEMENT / Cient Discosure Document 17

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