ARIEL INVESTMENTS, LLC

About the Firm Ariel Investments, LLC (“Ariel”1), a Delaware limited liability company, is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). Ariel manages investment strategies seeking long-term capital appreciation by investing primarily in equity investments. Ariel utilizes bottom-up, fundamental analysis to select quality company stocks. The firm exists to transform the lives of those who entrust it with their financial futures including institutional investors, professional advisors, investment consultants and future-thinking individuals from all walks of life. Ownership of the firm is held indirectly through a holding company, Ariel Investments Holding Company, LLC (“Ariel Investments HoldCo”). Co-CEOs John W. Rogers, Jr. and Mellody Hobson have indirect controlling ownership interest in Ariel through Ariel Investments HoldCo (80% as of December 31, 2025). Ariel’s Advisory Services Overview Ariel is an independent money management firm founded in 1983 by John W. Rogers, Jr. and built on a philosophy of patient, long-term investing. Headquartered in Chicago, Illinois, with other offices in New York, New York, and San Francisco, California, we apply our slow and steady approach to strategies that span the market cap spectrum and the globe. Ariel offers the following investment strategy approaches: Domestic Value, Focused Value, Global, and Emerging Markets Value (“EMV”). The Domestic Value strategies include small cap value, small cap value concentrated, small/mid cap value, and mid cap value. The Focused Value strategy is a single, all-cap strategy. The Global strategies include global, international (DM), and international (DM/EM). The EMV strategies include emerging markets value and emerging markets value ex-China. Advisory services that Ariel offers to existing and prospective clients are limited to these investment strategies, which are described in more detail in Item 8 of this brochure. Currently, we offer a custom strategy to one non-proprietary investment company client that we do not offer to anyone else. Pooled Investment Vehicles Ariel serves as investment adviser to Ariel Investment Trust (the “Trust”), an open-end investment company. The Trust is composed of separate mutual funds (each a “Mutual Fund” and collectively, the “Mutual Funds”). Ariel serves as investment adviser to private funds (each, a “Private Fund”) offered only to eligible investors and collective investment trusts available only to qualified retirement plans (each, a “CIT,” and together with the Mutual Funds and Private Funds, the “Funds”). The CITs are maintained by an unaffiliated trust company, subject to banking regulations. Ariel may launch additional Funds on an ongoing basis. While there are disclosures in this Part 2A of Form ADV that relate to the Funds, most disclosures relate solely to our firm’s separate account products. This document should not be considered an offering document for any Fund. For more information, including investment objectives, risks, and charges and expenses, please read each Fund’s offering and governing documents (the “Fund Documents”). The Mutual Funds’ Fund Documents, including the prospectus and summary prospectuses (collectively, “prospectuses”), statement of additional information, and other reports to shareholders are available on Ariel’s website at https://www.arielinvestments.com/prospectus-and-reports/.

1 In addition to “Ariel,” the words “firm,” “we,” “our,” and “us” also refer to Ariel Investments, LLC. The words “you,” “your,”

and “client” refer to you as either a current or prospective client of Ariel.

In addition, our firm provides investment advisory services to other SEC-registered mutual funds that are not proprietary to Ariel. For more information, including investment objectives, risks, and charges and expenses, please see the respective fund’s prospectus (and other fund documents) or offering memorandum before investing. Other Services We currently participate in managed account programs whereby we license one or more of our strategies for a fee. The managers of the programs are responsible for determining in what manner and to what extent they use our strategy for their clients. The program managers also execute trades for the accounts. Ariel does not provide the managed account program clients with any services it commonly provides to its other clients. Ariel prepares special commentaries, reports, analyses, charts, or other materials relating to its investment management services. There is no charge for these materials, which are made available to clients, prospective clients, financial advisors, and consultants. Ariel does not participate in or offer wrap fee programs. Managing to the Individual Needs of Clients Ariel offers specific equity investment strategies and does not modify its investment strategy based on an individual client’s financial situation, investment experience, risk tolerance, or investment objective if it differs from the investment objective of Ariel’s strategy. We have developed a model portfolio for each strategy offered from which the portfolio managers construct client portfolios. Our clients can request reasonable investment restrictions that do not materially affect our investment strategy. (See Item 12 for information that clients may wish to consider concerning investment restrictions.) We believe models help to provide more structural consistency among similarly managed portfolios. In general, the securities in each model portfolio for a strategy are substantially the same across individual client portfolios. Ariel’s portfolio managers may veer from a model account as a result of client requests, client investment restrictions, cash flows, cash availability, ownership limits, stocks approaching their intrinsic values, stocks being considered for elimination, or other relevant factors. In addition, portfolio managers will use their discretion when investing a new account or additional assets in an existing account and, as a result, may veer from the model. Ariel does not engage in securities lending on behalf of its clients. However, a client may choose to establish a securities lending program directly with such client’s custodian. Any client that has entered into a securities lending program should be aware that the client itself and/or its custodian are responsible for adhering to the requirements of such arrangements, including ensuring that the securities or other assets in the client’s account are available for any securities lending transactions or for settlement in connection with any transactions placed by Ariel. Our firm places trades based on a number of factors, including market conditions and best execution, and does not consider factors relating to a client’s securities lending arrangements, such as whether the client’s custodian may need to recall securities on loan to settle sales transactions. Regulatory Assets Under Management Ariel’s Regulatory Assets Under Management as of December 31, 2025, were $12,778,080,505, all managed on a discretionary basis. In addition, Ariel had assets under advisement of $180,837,884 as of such date.

The extent and nature of advisory services that we provide will vary depending upon the specific arrangements made with each client. As a result, our fees will differ among our client accounts due to a number of factors, including, but not limited to, the size of the account, the existence of other related accounts, the historical or projected nature of account inflows and outflows, and the nature and extent of supplemental services to be provided to the account. Additionally, fees charged to U.S. clients may vary from fees charged to clients outside the U.S. Fees for Separate Account Clients For its Domestic Value strategies, Ariel’s standard annual asset-based fee schedule is as follows: • 1.00% on the first $10 million; • 0.75% on the next $10 million; and • 0.50% on the balance over $20 million. For its Focused Value strategy, Ariel’s standard annual asset-based fee schedule is as follows: • 0.65% on the first $20 million; • 0.55% on the next $30 million; and • 0.45% on the balance over $50 million. For its Global strategies, Ariel’s standard annual asset-based fee schedule is as follows: • 0.80% on the first $25 million; • 0.75% on next $25 million; • 0.65% on next $50 million; • 0.55% on next $100 million; and • 0.50% on the balance over $200 million. For its Emerging Markets Value strategy, Ariel’s annual asset-based fee schedule is as follows: • 0.95% on the first $25 million; • 0.90% on the next $25 million; and • 0.75% on the balance over $50 million. For its Emerging Markets Value ex-China strategy, Ariel’s annual asset-based fee schedule is as follows: • 1.05% on the first $25 million; • 0.90% on the next $25 million; and • 0.80% on the balance over $50 million. Fees for separate account clients are negotiable. Fees for some existing clients differ from the above schedules. In some limited instances separate account clients are subject to performance-based compensation. See Item 6 for further information regarding performance-based fees. Client accounts managed with the same investment strategy do not all have the same fee structure. The firm generally bills clients for fees quarterly in arrears, following the end of the quarter for which services were rendered. Fees are calculated by applying the applicable fee schedule to the fair market value of the assets of the client account, as reasonably determined as of the last business day of each quarter or as otherwise specified in the client’s agreement. Alternatively, the fee will be calculated on a pro-rata basis in the event that the first or last quarter during which the agreement is in effect is less than a complete calendar quarter or in those instances where there is a significant principal addition or withdrawal during the quarter.

The firm bills clients directly or otherwise according to each client’s specific direction. Some clients direct us to provide billing statements to the custodian and further direct the custodian to pay Ariel’s fees from the assets of the account. Those clients that do so, and also elect to receive a copy of our client statements, are encouraged to compare any statements received from Ariel with the statements received from the custodian. Advisory contracts typically provide for termination effective 30 days after written notice by the client or Ariel. In the event of termination, our standard contract provides that we are entitled to fees earned through the effective date of termination. Fees for Funds The Mutual Funds pay Ariel a management fee on a monthly basis. Such fee is calculated based on each Mutual Fund’s average daily net assets. The applicable fee schedule provides for reduced fee rates at higher Mutual Fund asset levels. The Mutual Funds are no-load, which means shareholders pay no commissions or sales charges. Specific fees and expense-related information are contained in the Mutual Funds’ prospectuses, statement of additional information, and annual report. Ariel’s standard fee schedule for its investment advisory services to Private Funds and CITs are specified in the offering documents for each Private Fund and CIT. Generally, management fees are paid monthly in arrears out of the assets of the fund. Each Private Fund investor may negotiate its own management fee schedule. The management fees for the CITs are based on the unit class in which each qualified retirement plan is invested. The CITs may be divided into one or more classes of units, each with its own expense and fee obligations and assessments. The firm receives asset-based fees from the non-proprietary mutual funds to which we provide investment management services. The amount of fees charged depends on the fund’s investment objective and investment strategy, size of the fund and other factors. Specific fees and expense-related information are contained in each fund’s prospectus, statement of additional information, and annual report. Management Fees for Licenses to Third Parties Asset-based fees received from third parties with whom we license our strategies are negotiated with each third party. Fees and Expenses other than Fees for Investment Advisory Services Other fees or expenses associated with client accounts beyond the fees paid to Ariel for providing advisory services include, but are not limited to, brokerage commissions, custodial fees, other transaction costs, and taxes. For more information about brokerage commissions, see Item 12. In addition to the expenses mentioned above, the Trust pays fees for transfer agency, fund accounting, and fund administration services. Also, the Trust has adopted a Distribution Plan (“12b-1 Plan”) pursuant to Rule 12b-1 under the U.S. Investment Company Act of 1940 Act, as amended (the “Company Act”) for services provided to distribute the Investor Class shares of the Mutual Funds. Under the 12b-1 Plan and pursuant to an underwriting agreement, Ariel Distributors, LLC (“Ariel Distributors”), an affiliate of Ariel, receives a fee from the Mutual Funds’ Investor Class shares at the annual rate of 0.25% of the average daily net assets. See also the section titled “Proprietary or Sales Interest in Client Transactions” in Item 11 of this brochure. More information about fees and expenses of the Mutual Funds may be found in the Mutual Funds’ prospectuses, statement of additional information, and annual report. In addition to the expenses mentioned in the first paragraph of this section, investors in the Private Funds and CITs pay operating, administrative and accounting fees. Investors in the CITs also pay trustee fees for the services the trust provides the CITs.

Ariel Distributors acts as the placement agent for the Private Funds and CITs but currently does not and will not receive compensation for its services. More information about fees and expenses are contained in each Private Fund’s offering memorandum and the offering statements for the CITs. Supervised Persons’ Sales Incentive Compensation Some of the firm’s supervised persons (including certain persons who are investment adviser representatives of Ariel and/or registered representatives of Ariel Distributors) receive incentive compensation from Ariel based upon their sales or institutional business development efforts that increase assets invested in our separately managed accounts and/or Funds. These supervised persons are salespersons and/or institutional business development personnel (not management persons, research team members or portfolio managers who provide clients with investment advice). Some incentive compensation is calculated using a mathematical formula. Other compensation is not formulaic; rather, it is a factor that is considered as part of a comprehensive qualitative review. Our firm’s supervised persons do not sell non-Ariel investment products or services. They do sell to Mutual Fund investors an unaffiliated money market fund to facilitate exchanges of shares to and from the Mutual Funds. Such unaffiliated money market fund is not otherwise marketed by the firm’s supervised persons. These supervised persons have a conflict of interest because they have an incentive to sell Ariel’s products or services based on their own anticipated compensation rather than on a client’s needs. Ariel addresses the conflict through disclosure in this brochure. Investors in the Mutual Funds should be aware that they may purchase the Mutual Funds through other financial intermediaries, some of which also have an incentive to sell the Mutual Funds. See “Compensation Paid by Ariel for Client Referrals” under Item 14 of this brochure, as well as the Mutual Funds’ prospectuses and statement of additional information for more information about payments to brokers, dealers and other intermediaries.

Investment Philosophy Ariel’s strategies are rooted in our contrarian investment philosophy, which depends on four interrelated tenets: Active Patience®, Focused Expertise, Independent Thinking, and Bold Teamwork.

Active Patience – We take the long-term view and use the market’s short-term focus to uncover mispriced companies whose true value will be realized over time.

Focused Expertise – We utilize decades of accumulated knowledge within our core competencies when considering every decision. We invest to our convictions, not to benchmarks.

Independent Thinking – We perform our own original, fundamental and proprietary bottom-up research and utilize this knowledge to make opportunistic investments in businesses that are temporarily out of favor, misunderstood or ignored. These companies generally trade at a low valuation relative to potential earnings and/or at a discount relative to our estimate of intrinsic worth.

Bold Teamwork – We seek to leverage the collective intelligence of our colleagues; encourage teammates to be courageous when engaging with each other; and work collaboratively with a shared commitment to excellence.

Research Process Ariel’s Domestic Value and Focused Value Strategies2 Active Patience. These strategies generally seek to own differentiated companies with certain characteristics, such as strong cash flows, low debt, quality products or services, significant barriers to entry, predictable fundamentals that allow for the potential for sustainable earnings growth (at time of initial purchase), and low reinvestment requirements. We take a long-term view, and look past short-term price volatility, seeking to hold investments for a relatively long period of time—generally three to five years or more. However, the holding period may vary for any particular stock. Our long-term approach enables our Domestic Value and Focused Value teams to research a company and wait as long as necessary for a stock to reach a price we view as undervalued relative to our internally generated estimate of its intrinsic worth (“private market value”). Independent Thinking. We make opportunistic purchases when we see value in companies that are temporarily out of favor, misunderstood or ignored—trading at a low valuation relative to potential earnings and/or at a discount to the team’s estimate of intrinsic worth. Our Domestic Value and Focused Value teams perform their own original proprietary research that often leads us to buy when others are selling and to sell when others are buying. The primary reasons a stock will be sold are: (i) if its valuation reaches our determination of its private market value, (ii) if a better opportunity for investment presents itself, or (iii) if there are material adverse changes to a company’s fundamentals. In addition, we will sell stocks that substantially fall outside of each Domestic strategy’s market cap range.

2 Domestic value strategies include small cap value, small cap value concentrated, small/mid cap value, and mid cap value.

Focused value strategy is a single strategy.

Focused Expertise. We seek to invest within our circle of competence, allowing us to build expertise and accumulate deep knowledge in specific sectors, to isolate key issues of importance, and to have strong convictions in the stocks purchased and held. This often results in more concentrated portfolios. We also integrate all material issues, including sustainability-related factors, as part of the broader review of material risks and opportunities for any investment. These considerations are incorporated qualitatively in our bottomup research, and quantitatively in our financial models—with proprietary Business Resilience Risk ratings assigned to every holding. Bold Teamwork. No one person is sufficient to our shareholders’ success. Different approaches and opinions allow our domestic research team to constantly learn, improve and aspire to exceed expectations. Our investment professionals seek to leverage their contacts and knowledge, while also striving to work collaboratively with a shared commitment to excellence. Ariel employs a fundamental, qualitative approach to investing. When evaluating a company, we carefully examine financial strength and relative valuation, the competitive characteristics of the industry in which it operates, the experience of the company’s management team, and the quality of its products and services. The research process begins with the monitoring of a proprietary watchlist, which is comprised of current, former, and potential new investments. The team reads extensively, carefully screens stocks, meets with industry contacts, and stays abreast of former holdings. From various sources, we seek information to arrive at a long-term picture and identify what others are missing. We use strategic questioning of company management and independent sources to identify the key issues affecting an industry or company. We generally purchase a relatively small number of companies each year, so the Domestic Value and Focused Value teams weigh their options carefully. Typically, key information for stocks purchased for these strategies is captured in a research report. The industry analyst commonly performs three kinds of valuation work: a discounted cash flow analysis, a change-of-control-based estimate, and a full trading value. The analyst often develops independent long-range financial projections and detail the risks. “Best-case” and “worse-case” outcomes are considered, while the “base-case” serves as the foundation of our analysis. The analyst places an emphasis on cash earnings estimates as we believe a company’s cash generating capabilities are more valuable than their reported earnings, which may be distorted by non-cash charges. This flexible yet disciplined approach allows us to rely on some valuation metrics more heavily than others as each industry’s shape merits. For example, discounted cash flows are less important for small banks than transaction multiples; whereas for consumer product companies discounted cash flows are more critical. We generally seek (at time of initial purchase) to purchase companies that trade at a 40% or greater discount to the private market value we have calculated and/or that trade for 13x or less forward cash earnings estimates. In addition, the Domestic research team employs a number of tools and systems to support risk management, including: • a proprietary debt rating to supplement Moody’s and Standard & Poor’s public ratings; • a proprietary rating relating to the perceived economic “moat” created by a business’s competitive advantage; • a system that monitors the sell-side ratings of our stocks, which enables us to determine whether consensus on a stock is too optimistic (a risk in our view) or too negative (a potential opportunity in our view); • the use of a “devil’s advocate,” which forces a structured dissenting view, including that as a formal part of many of our investment meetings, the devil’s advocate is charged with making the bear case for a stock either currently in our portfolio or up for consideration; and • a proprietary business resilience risk rating for each company, which rates financial impact on a company’s enterprise value arising from sustainability-related risks.

Buy decisions are made within the framework of a number of parameters: • We invest within our circle of competence, closely following certain industries and companies. • We do not try to time the market and seek to remain fully invested. Cash and cash equivalents are generally only by-products of Ariel’s investment strategy, not a tactical or strategic decision. At times, we maintain larger than normal cash positions in our investment strategies. Cash positions are generally not held for defensive purposes in these strategies but are maintained while Ariel searches for compelling opportunities for investment. The research team vets the idea in vigorous discussions, and each senior research team member weighs in. The investment decisions are made by each strategy’s portfolio manager(s). Investment decisions are based on conviction and valuation. Our portfolios are unique with benchmark-agnostic industry weightings that drive high active share and thereby seek to help generate alpha. As independent thinkers who are benchmark agnostic, our portfolios can have significant weightings differences and performance variance from our relevant indices. Once a decision has been made to buy a security, we typically initiate a small position ranging from 1% to 2% of the portfolio. Our typical position size ranges between 1% and 5% at market value. These position sizes may vary. Ariel Global Strategies: International (DM), International (DM/EM), and Global Active Patience. We seek to own undervalued, out-of-favor, quality businesses whose earnings power is not yet reflected in valuations through our Value with a Catalyst approach. While attractive price creates opportunity, we believe price is a necessary but not sufficient condition to buy a stock. To avoid value traps and mitigate “too-early” entry risk, we focus on attractively priced stocks with identifiable inflection points, guided by leading indicators developed by our analysts that signal meaningful change. By capitalizing on price dislocations and clear catalysts, we aim to drive long-term capital appreciation and higher relative risk-adjusted returns relative to our benchmarks over a full market cycle. Independent Thinking. Our analysts connect information rather than merely collect it. Through bottom-up fundamental research and diverse sources, we form proprietary, non-consensus views on industries and businesses. We intentionally surface investment controversies and identify catalysts that can re-rate a company’s valuation—whether driven by business fundamentals, industry structure, macroeconomic shifts, or geopolitical developments. In this framework, valuation sets the stage, catalysts set the timing and alpha is generated by having a correct, differentiated point of view. The goal is to build ‘best ideas’ portfolios balanced by exposure limits for individual positions, industry and regional weightings. The primary reason a stock will be sold is: (i) if its valuation reaches our investment goals, (ii) if a better opportunity for investment presents itself, or (iii) if there are material adverse changes to a company’s fundamentals. Focused Expertise. Idea generation begins with rigorous quantitative and qualitative screening. Our seasoned global sector analysts evaluate a range of earnings outcomes and integrate financially material sustainability-related risks and opportunities. A proprietary quantitative model helps focus our research and provides an additional perspective on a stock’s attractiveness—reinforcing our view on valuation while helping validate the presence and strength of leading indicators that point to impending change. Bold Teamwork. We believe the best investment decisions emerge from rigorous, constructive debate. Every idea is subjected to a formal, team-based research and challenge process anchored by a simple but essential question: If we didn’t already own this stock, would we buy it today? We think this discipline fosters intellectual honesty and ensures that prior ownership never substitutes for current conviction. Through open dialogue and healthy dissent, the team systematically challenges assumptions, critiques forecasts, and rigorously quantifies upside potential and downside risk. This persistent challenge function strengthens thesis durability, sharpens timing around catalysts, and helps mitigate behavioral biases that can anchor decisions— ensuring blind spots are surfaced and diverse perspectives are fully considered.

Our Global team employs an investment decision making process differentiated by embedding risk management in every step. The research process begins by eliminating businesses that pose the risk of large investment losses, as well as identifying parts of the market with the most upside potential. This includes screening out low-quality companies, such as those with vulnerable business models or high sustainabilityrelated risks, and focusing on those with attractive and sustainable return profiles.. Companies that pass initial screening undergo deep fundamental analysis by the lead global sector analyst. This includes detailed financial forecasting. The lead analyst reviews market data, interacts with management teams (via offsite or onsite calls, meetings, factory or field visits), as well as taps into a variety of other informational sources, such as vendors, suppliers, customers, analysts, and industry experts, to form a proprietary view of the industry and the business. The analyst is focused on identifying investment controversies and discernable investment catalysts signaling an inflection in the trajectory of the business, industry, economy and/or geopolitical situation. The analyst also integrates material and relevant sustainability-related risk factors and opportunities into their research. Our quantitative view is informed by a proprietary model, Ariel Investment Model (“AIM”), which also helps focus research on stocks with attractive characteristics, good valuation and business momentum across markets, countries and sectors. The investment thesis, research insights and views on the primary investment controversies are translated into a financial model and a research review packet. The investment research team is organized by industry, with a lead analyst conducting the bulk of the analyses at this stage. Once the analyst has formulated an understanding of the key drivers of the investment case, the thesis and assumptions (both macro and micro) are subjected to a formal, team-based research and debate process.

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Ariel provides investment management services to a variety of clients in the United States, including high net worth individuals and other retail clients, businesses, insurance companies, registered investment companies, pension and profit-sharing plans, state or municipal government entities, charitable organizations, other investment advisers, and the Funds. We also offer services to institutional separate account clients in certain regions outside the U.S. and license use of our strategies on select non-discretionary model delivery platforms. Ariel typically requires a minimum level of assets to open a separately managed investment advisory account as set forth below.

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Domestic Value and Focused Value strategies: $10 million Global and EMV strategies: $25 million

Smaller accounts seeking to invest in these strategies may be accepted at Ariel’s discretion.

As an alternative to asset-based fee arrangements for separately managed account clients, Ariel manages certain clients’ accounts utilizing a performance-based fee structure (i.e., fees based on a share of capital gains on, or capital appreciation of, the assets of a client account). These clients qualify under applicable laws for a performance-based fee structure. Potential conflicts of interest arise from managing accounts with performance-based fees alongside accounts with asset-based fees, including the incentive to favor performance-based accounts to increase the manager’s own profits. Ariel does not manage performance-based fee accounts differently than asset-based fee accounts. Specifically, we have various procedures in place to mitigate the conflicts, which include the use of a model portfolio for each strategy to construct individual client portfolios, regular reviews of accounts, performance dispersion reporting procedures, trade aggregation and allocation policies and a trade rotation policy. See Items 4 (“Managing to the Individual Needs of Clients”), 12 and 13 for additional detail.

Management Persons Who Are Registered Representatives of a Broker/Dealer Some of Ariel’s management persons are registered representatives of Ariel Distributors, Ariel’s affiliated broker/dealer that distributes the Mutual Funds and acts as placement agent to each Private Fund, CIT, and the private funds advised by Ariel’s affiliated investment advisers, Ariel Alternatives, LLC (“Ariel Alternatives”), Project Level Management Company, LLC (“Project Level”), and certain of their affiliated entities. These management persons do not receive incentive compensation based on sales of Fund shares or interests. Commodity Activities Ariel currently relies on exemptions from registration with the U.S. Commodity Futures Trading Commission (“CFTC”). Ariel intends to operate its business in such a manner that will allow it to continue to claim all applicable CFTC exemptions. Material Relationships and Arrangements Ariel serves as investment manager to various clients, including the Mutual Funds, the Private Funds available only to eligible investors, and CITs available exclusively to qualified retirement plans. We have established policies and procedures designed to facilitate the equal application of our fiduciary responsibilities among all of our clients despite any affiliations, such as these, as well as other affiliations mentioned in this Item 10, that create a conflict of interest. See also Item 12 – Brokerage Practices. Ariel Investment Trust Ariel serves as investment adviser to its proprietary mutual funds. See Item 4 for more information about the Trust. Ariel Distributors, LLC Ariel Distributors, a broker/dealer registered with the Financial Industry Regulatory Authority, Inc. and a member of the Securities Investor Protection Corporation, is a wholly-owned subsidiary of Ariel Investments HoldCo and an affiliate of Ariel. Ariel Distributors acts as the underwriter for distribution of shares of the Mutual Funds and participates in the distribution of an unaffiliated money market fund that is made available for exchanges from Mutual Funds or from the money market fund into the Mutual Funds, as described in the Mutual Funds’ prospectus. Ariel Distributors also acts as placement agent for the Private Funds and the CITs as well as the private funds advised by Ariel’s affiliated investment advisers, Ariel Alternatives, Project Level and certain of their affiliated entities, discussed below. Certain registered representatives of Ariel Distributors market Ariel’s advisory separate account products and the Funds, as well as Ariel Alternatives’ and Project Level’s private funds. For more information about sales incentive fees paid to some of these registered representatives, see “Supervised Persons’ Sales Incentive Compensation” in Item 5 of this brochure.

Ariel Alternatives, LLC Ariel Alternatives is registered as an investment adviser under the Advisers Act. Ariel Alternatives and its affiliated investment advisers, including Project Black Management Company, LLC (“Project Black Management”), provide investment advisory services solely to private equity funds offered to U.S. and nonU.S. qualified investors. Ariel and Ariel Alternatives have entered into a shared services agreement wherein Ariel has agreed to provide certain personnel, space, equipment, telephones and all other goods, services and other things required by Ariel Alternatives (and its affiliates). Specifically, personnel from Ariel’s legal, compliance, finance, human resources, marketing, and technology departments, as well as limited portions of our operations and institutional client & investor relations departments, provide services to both Ariel and Ariel Alternatives (and its affiliates). Project Level Management Company, LLC Project Level is registered as an investment adviser under the Advisers Act. Project Level provides investment advisory services solely to private funds offered to U.S. and non-U.S. qualified investors. Ariel and Project Level have entered into a shared services agreement wherein Ariel has agreed to provide certain personnel, space, equipment, telephones and all other goods, services and other things required by Project Level and its affiliates. Specifically, personnel from Ariel’s legal, compliance, finance, human resources, technology, operations, marketing, and institutional client & investor relations departments provide services to Ariel and Project Level (and its affiliates). Other Potential Conflicts of Interest It is Ariel’s fiduciary obligation to place our clients’ interests above our own and to make full and fair disclosure of actual and perceived conflicts of interest. Potential conflicts of interest are inherent in the investment advisory business. Ariel’s policy is to identify, catalogue and monitor conflicts of interest and to disclose such conflicts to its prospective and existing clients in this Form ADV or otherwise. Conflicts that are not disclosed elsewhere in this brochure are disclosed below. A potential conflict of interest arises when Ariel, directly or indirectly, establishes values for its clients’ portfolio holdings for which no market quotations are readily available. Such values determine client account performance, as well as the account values on which Ariel charges asset-based fees. In order to ensure client assets are accurately and fairly valued, we have established a Valuation Committee that determines a security’s fair value in the absence of a market quotation. Information regarding the actual and potential conflicts of interest that arise from Ariel placing trades on behalf of its clients, including use and allocation of soft dollar arrangements, is contained in Item 12.

Personal Trading Ariel’s Code of Ethics Ariel, the Trust, Ariel Distributors, Ariel Alternatives, Project Black Management, and Project Level (the “Ariel entities”) have adopted a combined Code of Ethics (the “Code”), which states that our primary mission is to place the interests of our clients first. The Code describes the Ariel entities’ policies and procedures pertaining to personal securities transactions, insider trading, giving and accepting gifts and entertainment, and outside business activities. The proprietary investing of the Ariel entities is subject to all sections of the Code pertaining to their respective investments in securities. Personal securities transactions of all Ariel entities’ employees are subject to compliance with the Code. Generally, as it applies to Ariel, the Code prohibits Ariel and its employees from buying or selling securities

owned in Ariel’s clients’ portfolios or securities being considered for purchase or sale for Ariel’s clients. Also, Ariel Alternatives’ employees (including employees that also are employees of Ariel) cannot buy or sell securities held by any Ariel Alternatives client or securities being considered for purchase by or for any Ariel Alternatives client. Similarly, Project Level’s employees (including employees that also are employees of Ariel) cannot buy or sell securities held by, or being considered for purchase by or for, any Project Level client. The Ariel entities and their employees may buy and sell shares of the Mutual Funds and other nonproprietary open-end mutual funds to which Ariel provides investment management services, subject to the Code’s requirements. Ariel’s Chief Compliance Officer may grant exceptions for an Ariel entity’s or its employees’ purchase or sale of securities owned in clients’ portfolios or being considered for purchase or sale for clients. One such exception is a de minimis exception applicable to the sale of securities owned in clients’ portfolios or being considered for purchase or sale for clients. Another exception is to allow an Ariel supervised person’s spouse to operate an investment firm, subject to various undertakings and conditions. The Ariel entities’ employees also are prohibited from profiting from transactions in the same or equivalent security within 60 calendar days after the trade date and must hold Ariel-advised mutual fund shares for a minimum of 60 calendar days after trade date. An exception to these personal trading prohibitions includes trades in accounts that are separately managed by Ariel on behalf of itself or its employees. Except through Ariel separate accounts established by Ariel and its employees, officers, or directors, Ariel does not place personal trades for such persons. Separately managed accounts are traded and managed in accordance with Ariel’s model portfolios. Ariel’s management of separately managed accounts for itself and its employees raises a potential conflict of interest because Ariel could preferentially allocate trades for itself and its employees to the detriment of other clients. Ariel addresses this conflict by following procedures designed to prevent such preferential treatment, including its trade aggregation and allocation and trade rotation procedures (further discussed below in Item 12). The Code prohibits employees of the Ariel entities from: • transacting in any security, either personally or on behalf of others, when in possession of material, nonpublic information3 regarding the security; and/or • communicating material nonpublic information regarding a security to others who then transact in the security. In light of certain restrictions imposed on Ariel entities and team members due to Project Level’s sports investing activity, the Code also prohibits employees from owning certain gambling entities, including a casino, sportsbook or other establishment or business that offers commercial gambling. The Code requires all employees of Ariel entities to report: 1. upon hire and annually, all Reportable Securities4 in which they have beneficial ownership and the accounts that hold Reportable Securities (“Reportable Accounts”); and 2. on a quarterly basis, all Reportable Securities transactions. The Code requires employees of the Ariel entities to obtain the written consent of the Chief Compliance Officer prior to executing most transactions in Reportable Securities and opening certain reportable accounts. Other reportable accounts must be immediately reported to the Chief Compliance Officer (same day as the account’s inception).

3 The Global and EMV investment teams currently use, and the Domestic strategies investment team could in the future use,

expert network firms and alternative data providers for investment research. If a research team employee would like to utilize such a firm, the employee must obtain, among other things, prior written approval from the team’s Director of Research and the Chief Compliance Officer to ensure controls are implemented pertaining to the receipt of material non-public inside information. 4 As defined by the Advisers Act and the Company Act rules pertaining to codes of ethics.

The Code’s gift and entertainment provisions prohibit employees of Ariel from giving or accepting any cash gifts, non-cash gifts having a value of more than $1005, or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with the Ariel entities. The Code permits the providing or accepting of a business entertainment event of reasonable value, so long as the person or entity providing the entertainment is present. The Code requires Ariel’s employees to report to the Chief Compliance Officer all gifts and entertainment received and given. The Code requires Ariel entities’ employees to obtain prior approval from the Chief Compliance Officer, the Chief Human Resources Officer and the employee’s supervisor before accepting outside employment, outside investment service (defined as a role on any board or committee for any organization which has decisionmaking authority over the organization’s securities investments) or a position with a governmental entity. The Chief Compliance Officer will consider various factors in evaluating whether such outside employment conflicts with, or generates risk for, the respective Ariel entity’s or entities’ business(es). Certain employees of the Ariel entities’ serve as directors of public companies. Ariel mitigates the potential conflicts of interest by (1) requiring the written approval of Ariel’s Chief Compliance Officer prior to any employee serving as a director of any public company and (2) Ariel not buying for its clients the securities issued by a public company for which an Ariel employee serves as a director. That said, employees serving on corporate or non-profit boards of directors may receive material, nonpublic inside information about public companies. These employees must contact the Chief Compliance Officer in accordance with the procedures set forth in Ariel’s Insider Trading Policy and Procedures. As of December 31, 2025, the public company boards on which Ariel employees served were: JPMorgan Chase & Co. (and certain subsidiaries thereof), The New York Times Company, NIKE, Inc., and Ryan Specialty Group Holdings Inc. The Code provides for the imposition of sanctions against those persons who violate the Code and for oversight of the Code’s administration by the Ariel entities’ Chief Compliance Officer, who annually reports to the Boards of the Ariel entities: (i) on the Code’s adequacy and effectiveness, (ii) any issues arising under the Code, and (iii) certifies that the Ariel entities have adopted procedures reasonably designed to prevent violations. The foregoing description of the Ariel entities’ Code does not reflect all provisions of the Code. A client or prospective client may request a copy of the Code by calling 800-725-0140, emailing ClientserviceIR@arielinvestments.com, or writing to Ariel Investments, LLC, Attention: Institutional Client & Investor Relations, 200 East Randolph Street, Suite 2900, Chicago, IL 60601-6505. Political Activities Policy and Procedures Ariel has adopted a policy and procedures relating to political activities. The policy requires Ariel, its affiliates, and its employees and their spouses and dependent children to obtain prior approval from Ariel’s Chief Compliance Officer before making, or directing or soliciting any other person to make, any political contribution or provide anything else of value, including volunteer services, to an existing state or local official, candidate for state or local position, political organization or candidate for federal office who holds a state or local position. Additionally, the policy and procedures prohibit Ariel, its employees and affiliates from coordinating or soliciting any person to make any: (i) contribution to an official of a government entity to which Ariel is providing or seeking to provide investment advisory services; or (ii) payment to a state or local political party where Ariel is providing or seeking to provide investment advisory services. The policy and procedures are designed to comply with various federal, state and local laws restricting “pay-to-play” activities of investment advisers.

5 Effective April 1, 2026, this limit will increase to $300.

Charitable Contributions Ariel makes charitable contributions and sponsors charitable events. We do not make any contributions or sponsor events in order to obtain or retain advisory clients. Ariel has procedures to monitor its charitable activities. Proprietary or Sales Interest in Client Transactions Ariel does not invest any client assets in the Funds and neither Ariel nor Ariel Distributors recommends specific Funds to investors. Using information in the Funds’ current prospectuses, offering memoranda, and sales literature, Ariel Distributors’ registered representatives explain the differences between Funds in response to investor requests or in connection with a request for proposal. However, Ariel supervised persons and Ariel Distributors registered representatives avoid advising or making recommendations to investors as to which Fund(s) to select. The Mutual Funds’ Investor Class shares charge investors 12b-1 Plan fees at the annual rate of 0.25% of the average daily net assets. The Mutual Funds pay these fees to Ariel Distributors. The Mutual Funds also pay Ariel for its investment management services. The Mutual Funds also offer an Institutional Class of shares, which do not pay 12b-1 Plan fees. The Mutual Funds’ prospectus describes the circumstances under which investors may qualify for the Institutional Class shares. In addition, registered representatives are advised to inform institutional investors, or other investors who may qualify, of the availability of the Institutional Class of shares. Ariel Distributors acts as placement agent for the Private Funds and CITs. Ariel Distributors does not and will not receive compensation for its private placement services. No sales commissions are charged for any Ariel products or funds. See also “Supervised Persons’ Sales Incentive Compensation” in Item 5 above.

Broker Selection and Best Execution Ariel’s brokerage selection process is the responsibility of its Trading Oversight Committee (the “Committee”). The Committee meets quarterly to review, administer, monitor, and enforce the trading and trade management policies and procedures contained in Ariel’s compliance manual and to resolve conflicts that arise in portfolio trading with the goal of seeking brokerage and trading arrangements that are intended to maximize client results. The Committee approves additions to the approved broker list. Prior to being added, and annually thereafter, brokers are reviewed for the quality of their brokerage services, including services provided to aid in Ariel’s research process. The following are among the items the Committee regularly reviews: • quality of trade execution • soft dollar arrangements and spending • brokerage selection and commissions • trade allocation and aggregation • trade rotation • client directed brokerage • trade errors • account performance dispersion • restrictions monitoring • gift and entertainment logs for the research and trading departments

The Committee is made up of voting members, consisting of representatives from Ariel’s operations, trading, and investment teams. In addition, representatives from Ariel’s legal and compliance team attend and participate in the Committee meetings. Additionally, Ariel has adopted Derivatives Policies and Procedures that identify the scope, risks and controls associated with its use of derivatives. Ariel’s policy is to seek the best price and favorable execution of client transactions considering all circumstances. However, there can be no assurance that best execution will in fact be achieved in any particular transaction. Subject to Ariel’s overall policy, in selecting brokers to execute transactions, Ariel considers customary practices in prevailing markets for the particular type of investments being traded, natural order flow, market impact, anonymity, the firm’s reputation, the full range, quality and reliability of its services that are deemed useful to better serve clients, its relationship and responsiveness to Ariel, commission rates, and any other factors that Ariel, in its sole discretion, deems relevant, without having to demonstrate that any such factor is of a direct benefit to any particular client. In addition to execution, brokers provide supplemental research, statistical information and objective performance evaluation. Research and Other Soft Dollar Benefits Ariel will not always place brokerage transactions on the basis of the lowest commission rate available for a particular transaction. Ariel uses certain brokers who give Ariel products and services that are useful to Ariel’s research process and causes clients to pay commissions higher than those charged by other brokers in return for those products and services. Ariel makes a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and other services provided. The payment of such services with brokerage commissions is commonly referred to as “soft dollar arrangements.” Ariel only enters into soft dollar arrangements that are covered by the safe harbor provided under Section 28(e) of the Exchange Act. Brokers furnish, for example, proprietary or third-party research reports, supplemental performance reports, statistical analyses, software and computer programs used for research and portfolio analysis, and other valuable research information to Ariel. Ariel generally seeks, at the beginning of the year, to direct client transactions to brokers that provide proprietary and third-party research in order to ensure payment of its budgeted research commissions and soft dollars. All of Ariel’s clients’ accounts benefit to some degree from one or more soft dollar arrangements, including accounts that do not pay for soft dollar services through their brokerage commissions. The brokerage commission rates paid to brokers for proprietary and third-party research are typically higher than commissions paid to obtain execution only. Clients prohibiting Ariel from generating third-party soft dollar credits generally do not receive better brokerage commission rates than clients that do generate third-party soft dollar credits for Ariel. Ariel does not seek to allocate soft dollar benefits to clients’ accounts proportionately to the soft dollar credits the accounts generate. As a result of client-directed brokerage arrangements, some soft dollar services benefit clients who do not execute transactions through soft dollar brokers. Further, Ariel uses some soft dollar services for certain clients that are paid for by clients who do not require such services. Additionally, Ariel receives certain research reports from brokers that are not used in investment decision making. However, Ariel receives other services from brokers that are used in the investment decision making process, such as access to management and invitations to analyst conferences. Ariel receives certain brokerage and research products and services that provide both research and nonresearch (“mixed-use”) benefits. In these instances, Ariel uses client brokerage commissions to pay for the research portion and pays the non-research portion out of its own resources. Although the allocations between research and non-research portions will be made in accordance with Ariel’s overall fiduciary responsibilities, clients should be aware of the potential conflicts of interest created by the use and allocations of soft dollar arrangements. By entering into soft dollar arrangements, Ariel receives a benefit because it is relieved from producing or paying for research products or services. In addition, soft dollar arrangements give Ariel an incentive to select a broker, trade frequently, or trade actively in certain accounts to obtain research used primarily by other, less

frequently traded accounts. That is, Ariel at times has an incentive to select a broker based on its own interests in receiving research rather than in its clients’ interests in receiving most favorable execution. This is not Ariel’s practice, however, and Ariel’s disciplined investment strategy, utilized for all its clients, and its longterm holding approach, are among the ways that Ariel mitigates these potential conflicts. Ariel also attempts to address these potential conflicts through oversight of soft dollar usage by the Committee and by requiring an initial and annual approval of all soft dollar services by Ariel’s Chief Compliance Officer. Brokerage for Client Referrals Ariel does not select brokers in exchange for client referrals. Other Potential Conflicts Ariel at times invests for its clients in the publicly traded stocks of brokers through which we place client trades. Ariel also is authorized to place clients’ portfolio transactions through brokers who have sold shares of mutual funds (proprietary and non-proprietary) advised (or sub-advised) by Ariel, subject to our best execution obligations. We do not select these brokers as a result of any potential or existing investment in a broker firm nor in consideration for the broker’s promotion or sales of the Mutual Funds. Ariel’s Head of Operations certifies to these facts annually. We have adopted and implemented policies and procedures designed to ensure that personnel responsible for portfolio trading and for negotiating agreements with brokers do not take into account any potential or existing ownership in a broker firm or a broker’s sale of the Mutual Funds’ shares when selecting brokers or placing trades. Ariel at times invests for its clients in the publicly traded stocks issued by Ariel’s clients or by Ariel’s Fund client investors. Ariel’s disciplined investment process mitigates the risk that personnel responsible for portfolio decision-making would take into account the existence of a client or investor relationship with Ariel when determining to invest client assets in a portfolio company. Ariel’s personnel at times receive gifts and entertainment from brokers through whom we place trades. In order to prevent trading personnel from favoring one broker over another for client trades based on gifts or entertainment received, Ariel’s Code requires employees to report to the Chief Compliance Officer all gifts and entertainment received from brokers. The Chief Compliance Officer and the Committee review the gift and entertainment reports of the research and trading departments. Directed Brokerage and Other Brokerage Constraints Certain clients direct Ariel to use particular brokers for executing all or a portion of transactions in their accounts. For example, certain institutional clients direct Ariel to place all or a portion of their brokerage with minority-owned and/or local brokers, or brokers who provide the client with certain services, such as performance monitoring and commission recapture. We do not use brokerage from another client account to pay for a product or service purchased under these client-directed brokerage arrangements. Also, though not a directed brokerage arrangement, some client accounts have trading constraints that at times cause Ariel to use a single broker to execute trades for such clients. Directing brokerage may cost clients more money. For example, clients who direct Ariel (through affirmative direction or other constraint) to use particular brokers may pay higher commissions, obtain greater spreads, or obtain less favorable net prices than might be the case for those clients who do not because Ariel will be unable to negotiate commissions, aggregate client orders and seek the most favorable execution of transactions as efficiently as possible and at the best price. To the extent that Ariel cannot obtain soft dollars in directed brokerage arrangements, it is expected that clients who give us brokerage discretion would pay for a disproportionate share of Ariel’s soft dollar arrangements.

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Other Compensation Received by Ariel Other than as disclosed in this Form ADV, Ariel does not receive compensation from any third party for providing investment advice to its clients. See Item 11 (regarding gifts and entertainment) and Item 12 (regarding soft dollars) for more information. Compensation Paid by Ariel for Client Referrals Ariel does not directly compensate any person who is not its supervised person for client referrals. Under the arrangements discussed below, Ariel is making payments that constitute indirect compensation to certain parties.

Ariel pays the educational affiliates of investment consulting firms for Ariel employees’ attendance at continuing education programs, conferences and regional workshops (collectively, “educational programs”) designed specifically to educate executives on developments in the industry and key investment issues. These educational programs are widely utilized by asset management firms. Ariel’s participation also enables our employees to spend valuable time with clients, prospective clients and consultants and to update them on Ariel and its investment strategies. Although these investment consulting firms have informed Ariel that these conference payments to their respective educational affiliates play no role in the consultants’ recommendations of Ariel and other investment managers to institutional clients, these payments nevertheless create potential conflicts of interest for the consulting firms. Certain brokers, dealers, financial intermediaries, recordkeepers and other service providers (collectively, “Intermediaries”) are paid for distribution services, shareholder servicing and recordkeeping services, and/or for providing continuing support to the Mutual Funds’ shareholders. Some Intermediaries receive: • distribution and shareholder servicing fees from Ariel Distributors; • fees from the Mutual Funds for providing recordkeeping and shareholder account services to investors who hold shares of the Mutual Funds through dealer-controlled omnibus accounts; and • other compensation, known as “revenue sharing,” paid by Ariel or Ariel Distributors. In addition, Ariel or Ariel Distributors pays fees to Intermediaries to exhibit at conferences to inform attendees about the Mutual Funds. These payments create potential conflicts of interest for the Intermediaries in that their investment recommendations may be affected by the payments they receive. Further information is contained in the Mutual Funds’ prospectus and statement of additional information. Investors also should consult with their financial intermediary regarding the details of payments their intermediaries may receive, if any, in connection with the sale of shares of the Mutual Funds. In addition, we may enter into agreements or arrangement with consultants or service providers for the benefit of their clients. Specifically, Ariel may agree to a pre-arranged fee schedule that the consultants’ clients will pay to Ariel for the management of their assets. Although these types of arrangements do not involve direct payments to consultants, they do provide non-monetary value that may pose conflicts of interest.

There are no legal or disciplinary events to report.

Account Reviews A portfolio manager, or his or her designee, reviews client accounts at least monthly, to ensure compliance with Ariel’s investment objective and strategy and client investment restrictions. Client accounts generally are invested according to one of Ariel’s model portfolios. However, variations in account-specific factors such as investment restrictions, the timing and amount of cash flows, and clients’ broker or custodian limitations will cause client accounts to vary from the model portfolio. Before each trade is executed and post-trade each day, Ariel personnel monitor compliance primarily utilizing Ariel’s trade order management systems and other tools. Reports to Separate Account Clients Written statements containing portfolio information and performance results are distributed to clients monthly, quarterly or periodically, based upon client needs or preferences. In addition, conference calls and/or formal meetings are arranged quarterly, semi-annually, annually, or at the request of the clients based on their need to discuss their portfolio and performance results. We also provide periodic reports, including responses to requested due diligence questionnaires, to clients that are tailored to meet specific client requests, including to investors in Funds. These reports are not proactively offered to other investors in such Funds or may be offered in a different format. We will not enter into such an arrangement if we determine that the arrangement would have a material adverse effect on the other investors in the Fund. Clients also receive written account statements from their custodians. We encourage clients to review the account statements from their custodians to confirm the holdings and transactions in their accounts. Any statement sent directly by Ariel is not intended to be a substitute for account statements and other reports provided directly by the custodians. Clients that do not receive an account statement from its custodian should contact the custodian. Depending upon a client’s arrangements with its custodian, the client and/or its custodian will receive trade confirmations from the brokers that execute trades on the client’s behalf.

Ariel does not maintain custody of client assets, as determined under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”), with respect to our Mutual Funds or CITs. In limited circumstances, however, Ariel’s separately managed account clients authorize us to deduct advisory fees directly from their account. This authorization or visibility to separate account clients’ custodial arrangements could contain language that imputes inadvertent custody on Ariel. In addition, in Ariel’s role as managing member of each Private Fund, Ariel has legal access to the Private Fund’s securities or funds in a manner that results in us being deemed to have “custody” of client assets under the Custody Rule. To address the risks posed by this arrangement: -

the Private Fund maintains its assets with an independent, qualified custodian; an independent accountant registered with and subject to regular inspection by the Public Company Accounting Oversight Board audits the Private Fund annually; and Ariel distributes the Private Fund’s audited financial statements to investors in the Private Fund within 120 days of the Private Fund’s fiscal year end.

A custodian typically will send account statements to clients. Many clients also receive account statements directly from Ariel and, in such event, are encouraged to compare the statements received from Ariel with the statements received from the custodian.

A separately managed account client investing in the Global and EMV strategies should be aware that the custodian it appoints will use sub-custodians (some or all of which may be affiliates of the custodian) to hold the client’s assets in the jurisdictions in which Ariel invests. It is the exclusive responsibility of the custodian, and not Ariel, to select and monitor the activities of the sub-custodians. A client’s custodian may limit trading to certain countries, such that Ariel may not be able to trade for that client account in certain countries in which its strategy invests. Unless otherwise directed by the client, Ariel will select the counterparties and rates for all non-U.S. exchange transactions. Ariel has implemented written policies and procedures to ensure compliance with the Custody Rule’s requirements. Ariel periodically reviews the effectiveness of its custody controls.

Ariel exercises investment discretionary authority over its client accounts. See Item 4 for the amount of discretionary assets under management. We assume authority over an account by entering into an investment management agreement with a client. Clients will appoint Ariel as their agent and attorney-in-fact with full power and authority to act, but only to the extent necessary for us to invest and manage the assets of the account in accordance with the agreement of the parties. As necessary, this includes the authority to execute agreements and/or adhere to industry protocols for investments in derivatives, such as non-U.S. currency forward contracts for client accounts invested in Ariel’s Global and EMV strategies. Certain clients, or their custodians, impose investment restrictions contrary, or in addition, to the general investment restrictions discussed in Item 8 above. Some clients otherwise limit Ariel’s authority by requiring pre-investment approval, directing brokerage, or setting the cash level of the account. Clients who impose investment restrictions or other limitations on investment discretion should be aware that this may have an adverse effect on the performance of their accounts and that the performance of their accounts will differ from the performance of the model portfolios.

Ariel has established Proxy Voting Policies and Procedures (the “Proxy Policies”) concerning proxies voted by Ariel on behalf of each client who delegates proxy voting authority to Ariel and delivers the proxies to Ariel. A client may retain proxy voting powers, give particular proxy voting instructions to us, or have a third-party fiduciary vote proxies. Ariel’s Proxy Policies are subject to change as necessary or appropriate to remain current with applicable rules and regulations and our internal policies and procedures. Ariel views proxy voting as an extension of our core research and engagement efforts. As such, Ariel integrates all material issues, including sustainability-related factors, into its proxy voting decisions consistent with Ariel’s fiduciary obligation to clients. In general, Ariel considers a company’s past performance and track record to ensure appropriate accountability and incentivize future improvement. Ariel looks for companies with high quality leadership teams, as represented by their industry experience, and their management of material issues, including sustainability-related issues, that impact their businesses. Furthermore, Ariel strives to invest with management teams who show integrity, candor, and foster open and honest communication with their shareholders. Accordingly, it is generally Ariel’s policy to give considerable weight to the recommendation of a company’s management on any issue, including but not limited to instances in which Ariel engages in direct dialogue with management.

Ariel has established general guidelines for voting clients’ proxies. While these generally guide Ariel’s decision-making, all issues are analyzed by:

The analyst who covers the company. For the Domestic Value and Focused Value strategies, the Director of Sustainable Investment Research and the Director of Research Operations. For the Global strategies, the designated Vice President, Research Analyst identified to assist with managing the international and global strategies’ proxy voting process. For the EMV strategies, the designated Senior Vice President, Portfolio Manager identified to assist with managing the EMV strategies’ proxy voting process.

As a result, at times Ariel will vote an individual proxy differently than otherwise stated within Ariel’s general proxy voting guidelines. In such cases, Ariel will document its reasoning. Regarding diversity-related proxy votes, Ariel generally supports proposals calling for proactive and appropriate diversity practices across the dimensions of diversity most relevant and impactful in each of the respective markets and increased disclosure. Regarding board diversity, we believe that a relevant and suitable range of skills and experiences is critical to the quality of the board and its ability to enhance long-term financial performance and generally vote to promote greater diversity at the board level. However, Ariel evaluates proposals on a case-by-case basis to determine whether to support such a proposal. Regarding climate change disclosure-related proxy votes, Ariel recognizes that proactive management of environmental issues, including but not limited to climate event impact (i.e., wildfires and hurricanes), water and waste management, and ecological impacts, is important for the long-term financial performance of a company. In general, Ariel supports proposals calling for increased disclosure of policies and practices related to material environmental factors. Potential conflicts of interest arise when we vote proxies of issuers that have or are seeking a material relationship with Ariel. For example, Ariel manages retirement plan assets and corporate assets for issuers whose securities are held by Ariel’s clients for whom Ariel votes proxies. Ariel also votes proxies of issuers that distribute Ariel’s Mutual Funds or that otherwise have a material business relationship with Ariel. Ariel mitigates these and other potential conflicts of interest that arise by following, among other things, a disciplined investment strategy and proxy voting procedures designed to detect and resolve potential conflicts of interest in the proxy voting process and to cast votes that are in the best interests of clients and not a product of a conflict. If it is determined that a material conflict of interest may exist with respect to a proxy vote, such as a business relationship with a portfolio company, it is Ariel’s policy to generally vote in accordance with the recommendations of ISS. If, in a conflict situation, Ariel decides to vote differently than ISS, the proxy will be referred to the relevant Ariel investment team’s Proxy Resolution Committee, which is charged with determining whether the decision to vote differently than ISS is in the best interests of Ariel’s clients and is not the product of a conflict. Ariel generally will not vote its clients’ proxies in the following circumstances:

For those securities not specifically acquired for a client’s account by Ariel (e.g., if a new Ariel client transferred securities to Ariel and Ariel has not yet sold the securities through the account transition process, or if an Ariel client chooses to invest its cash in a money market fund).

In those instances where Ariel receives a meeting notice without enough time to fully process the proxy. For those Ariel clients who engage in securities lending programs through their custodians, and the security is on loan at the record date.

In those international markets where share blocking applies due to liquidity constraints. In those international markets requiring the re-registration of the clients’ shares in the underlying clients’ names unless the sub-custodian can timely re-register the shares. In those international markets requiring the client’s execution of a power of attorney to permit the sub-custodian to vote the proxy unless the client has provided the requisite power of attorney to the local sub-custodian. If a client’s custodian is unable to retrieve and deliver ballots to Ariel’s proxy voting service (ISS). In those international markets which will not accept split ballots from the omnibus account of a custodian.

Ariel may be required to vote shares in securities of regulated companies (such as banks) in conformance with conditions specified by the industry’s regulator. Additionally, the issuer of a security may impose limitations upon Ariel’s ability to vote proxies for its clients. In certain circumstances, this may mean that Ariel will refrain from voting shares. Some clients who delegate proxy voting authority to Ariel may give us specific proxy voting instructions that could be contrary to Ariel’s guidelines. As a result, we could vote differently for those clients than we vote for other clients in the same strategy. For each proxy, Ariel maintains records as required by applicable law. Proxy voting information will be provided to clients in accordance with their agreement with us or upon request. You may request a copy of Ariel’s Proxy Policies, or a copy of the specific voting record for your account, by calling Ariel at 1-800-7250140, emailing ClientserviceIR@arielinvestments.com, or writing to Ariel Investments, LLC, Attention: Institutional Client & Investor Relations, at 200 East Randolph Street, Suite 2900, Chicago, IL 60601-6505.

Ariel does not require prepayment of client fees six months or more in advance and is, therefore, not required to include a balance sheet. In addition, we do not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients, nor have we been the subject of a bankruptcy proceeding.