BRANDES INVESTMENT PARTNERS, LP

Our Firm Brandes Investment Partners, L.P. (“Brandes”) is an independent investment advisory firm founded in March 1974 and is a Delaware limited partnership. The firm has two partners: Co-GP, LLC (“Co-GP”), a Delaware limited liability company, with a minority general partnership interest; and Brandes Worldwide Holdings, L.P. (“Brandes Worldwide”), a Delaware limited partnership, with a majority limited partnership interest. Glenn Carlson owns a 100% interest in Co-GP. Co-GP is also the managing general partner of Brandes Worldwide, owning a nominal partnership interest. Through Co-GP and Brandes Worldwide, we are 100% beneficially owned by senior members of the firm and are not publicly traded. As of December 31, 2025 our total assets under management/assets under advisement were approximately $43,389,600,000 of which we managed approximately $40,646,700,000 on a discretionary basis and approximately $2,742,900,000 for which we provide nondiscretionary advisory services. Generally, non-discretionary assets reflect model investment strategies provided to program sponsors by Brandes.

Investment Advisory Services We use Graham & Dodd value principles with an emphasis on long-term total return. As a Graham & Dodd value-oriented, global investment adviser, we apply fundamental analysis to bottom-up security selection. We believe that consistently buying businesses at discounts to conservative estimates of their intrinsic value has the potential to produce competitive long-term results. Our goal is to outperform relevant benchmarks over the long term. See Item 8 for a further discussion of our Investment Strategies and related risks.

Institutional And Private Client Separate Accounts We provide primarily discretionary investment management, advisory and sub-advisory services to individuals and institutional investors, through separate accounts, mutual funds, exchange-traded funds, private investment funds and collective investment trusts. We offer both equity and fixed income strategies that our clients may choose from to meet their needs. Upon request, we will work with you and may be able to accommodate your specific restrictions for your account. We do not provide advice on securities outside of a mandate and do not provide broader financial or tax planning advice. Institutional clients will typically retain the services of a custodian bank and provide us with the discretion to select brokers of our choice for each trade. Private client separate accounts must retain the services of a broker-dealer, who is responsible for maintaining custody of the account and advising clients about the mandate chosen.

Separately Managed Accounts (Wrap Fee) We also participate in a number of wrap fee (or “separately managed account” or “SMA”) arrangements sponsored by certain unaffiliated brokers-dealers or program sponsors. The investment strategies that we use in managing SMA accounts are similar to those offered to our separate account clients.

Non-Discretionary Advisory Services We also provide non-discretionary advice to model portfolio/Unified Managed Account (UMA) programs and shared discretion accounts, in which we provide a program sponsor or overlay manager with non-discretionary recommendations to assist the sponsor in the development of one or more portfolios that the sponsor provides to its clients it determines are suitable (each a “model”). Our role is generally limited to providing portfolio recommendations, including a model, to the program sponsor. Program clients are clients of the program sponsor, not Brandes. In providing a model, we generally use the same sources of information and investment/research personnel as we use to manage our other client accounts that have similar investment objectives. However, models provided to sponsors or overlay managers may differ from those utilized for other clients that have similar investment objectives, depending on the nature, liquidity and availability of the securities recommended in the model. Changes to a model are made by the appropriate investment committee, taking into account such factors as the nature, liquidity and availability of the securities recommended, or other factors as appropriate. Program account performance may be adversely affected depending on when the model was given or the actions taken on program accounts. In general, material changes will not be communicated to model program sponsors until

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

completion of aggregated trading for Brandes’ discretionary clients. As a result, the program sponsor sometimes will not achieve the same execution quality, price or timing. Depending on the particular circumstances surrounding an order, our discretionary clients will sometimes receive prices that are more favorable than those received by a client of a program sponsor although, in some cases, our discretionary client’s trades could experience less favorable executions. Please refer to Item 12 for more information regarding the communication and delivery of a model to program sponsors.

Commingled Vehicles We serve as investment adviser or sub-adviser to a number of commingled vehicles such as proprietary and sub-advised mutual funds, proprietary private funds1, and sub-advised collective investment trusts.

Foreign Exchange (“FX”) Transactions We will generally arrange with your custodian bank a pre-agreed pricing method and execution schedule to handle all FX transactions for accounts with FX needs. This is typically a standing FX instruction with the custodian bank, where we have negotiated in advance the timing and cost of the trade execution. The custodian bank will generally report the execution to us, and we will review transactions to ensure that they are being executed pursuant to our standing instruction agreements. We will also issue standing instructions to each client’s custodian for all other types of FX transactions, such as those related to dividend and interest repatriation. In cases where a client has made prior arrangements with their custodian for FX executions, those instructions will supersede the arrangements made by us. The instruction for the FX will still typically follow the same process but will adhere to the client’s arrangement. The custodian is responsible for executing FX transactions, including the timing and applicable rate, of such execution pursuant to its own agreement with said client. These arrangements with custodians regarding the execution of FX transactions can impact the fees and expenses charged to the client by the custodian. Typically, all such foreign-exchange transactions are effected with the client's custodian, and we do not seek to obtain different FX rates from other sources.

Outsourced Services Brandes has engaged SEI Global Services, Inc. (“SEI”), to provide certain back-office support services on our behalf. SEI’s services to us include, but are not limited to, order generation, trade execution and allocation for Broker Dealer accounts (“BDA”) and Separately Managed Accounts (“SMA”); model delivery for shared discretion and Unified Managed Accounts ("UMA"); settlements, corporate actions, reconciliation, billing, and client reporting. We continue to monitor accounts serviced by SEI, and we supervise all functions performed on behalf of our firm and our clients.

Our advisory fees are generally based on a percentage of the current market value of the assets in your account and are set out in the agreement between you and the firm. See Item 6 for a discussion of performance-based fees. We reserve the right to negotiate fees and we manage certain accounts without an advisory fee, or at a reduced advisory fee, such as accounts of employees, former employees, employees’ affiliates’ or their relations. You will pay more or less than other clients depending on certain factors, such as account size, if you have another account with us, the fee structure we have agreed to, or if we negotiate different fees with you.

Fees For Investment Advisory Services Depending on the agreement between you and the firm, our fees are typically billed quarterly, in advance or in arrears based on the value of your account(s). Fees for accounts billed in advance are based on the account market value at account inception and on the last business day of the prior billing period. Fees billed in arrears are billed based on the account market value as of the last business day of the billing period. Brandes reserves the right to prorate fees for a given billing period due to deposits or withdrawals made during that billing period. We do not automatically deduct fees. If you or Brandes terminate the agreement, the fees described below will be pro-rated, and unearned fees paid in advance will be refunded to you.

1 In no event should this brochure be considered to be an offer of interests in a private fund or relied upon in determining to invest. It is also not an offer

of, or agreement to provide, advisory services directly to any recipient.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

If you enter into an Investment Management Agreement with us, you will have the option to terminate this Agreement in its entirety exercisable at your sole option, and without penalty, for five days from the date of the signing of the Agreement; provided, however, that any investment action taken by the us with respect to the Account during such five day period in reliance upon the Agreement and prior to receipt of actual notice of your exercise of this right of termination, shall be solely at your risk. The Firm does negotiate advisory fee agreements with certain clients. The terms related to advisory fees are negotiated with the client at the time of the opening of an account and can include, but are not limited to, account valuations used in advisory fee calculations, fee breakpoints, tiered billing rates and discounts, timing and frequency of advisory fee billing, aggregation of related accounts, and treatment of cash contributions and withdrawals and their effect on advisory fees. In addition to negotiating fees with clients, the firm also enters into a limited number of agreements with “Most Favored Nation Clauses” or performance-based fee provisions with certain institutional clients only. (More information regarding performance-based fees can be found in ITEM 6: Performance-Based Fees And Side-By-Side Management.) We offer the following standard fee arrangements for equity and fixed income separate accounts.

Equity Strategies Fee Schedule Strategies

Global Balanced Global Strategic Equity U.S. Value Equity

European Equity Global Equity Global Equity Income International Equity

Account Assets

Annual Fee

First $25 million Next $25 million Next $50 million Next $50 million

0.65% 0.55% 0.45% 0.40%

Amounts over $150 million

0.35%

First $50 million Next $50 million Next $50 million

0.65%* 0.60% 0.55%

Amounts over $150 million

0.45%

Emerging Markets Equity Emerging Markets Value Equity Emerging Markets (ex-China) Equity

First $25 million Next $25 million Next $50 million Next $50 million Amounts over $150 million

0.90% 0.80% 0.75% 0.70% 0.60%

Asia Pacific (ex-Japan) Equity Global Opportunities Value Global Small-Mid Cap Equity Global Small Cap Equity International Small-Mid Cap Equity International Small Cap Equity

First $25 million Next $25 million

0.95% 0.90%

Amounts over $50 million

0.80%

Japan Equity U.S. Small-Mid Cap Value Equity U.S. Small Cap Value Equity

First $25 million Next $25 million Next $100 million Amounts over $150 million

0.95% 0.90% 0.80% 0.70%

*The Private Client fee schedule begins at 0.75% for these strategies for accounts less than $25 million.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Fixed-Income Strategies Fee Schedule Strategy

Account Assets

Annual Fee

Core Plus Fixed Income

First $20 million Next $30 million Next $50 million Next $150 million Amounts over $250 million

0.29% 0.25% 0.20% 0.175% 0.15%

Corporate Focus Fixed Income

First $20 million Next $30 million Amounts over $50 million

0.40% 0.30% 0.25%

Enhanced Income

First $25 million Next $25 million Amounts over $50 million

0.42% 0.35% 0.30%

Fees For Separately Managed Accounts (Wrap Fee) Under a SMA arrangement, you will pay a single or “wrap” fee directly to the program sponsor. For this single fee, a program sponsor might recommend that you retain us as an investment adviser. We receive a portion of your wrap fee for our services as investment adviser. Fees are negotiated on a program-by-program basis and tend to vary depending on the strategy, amount of assets managed by Brandes through the SMA program, and other criteria, but typically range between 0.20% and 0.50%. Some programs have negotiated additional breakpoints. Upon request, we will work with you and might be able to accommodate your specific restrictions for your account. The program sponsor is responsible to monitor and evaluate our performance, execute your portfolio transactions without commission charge; and provide custodial services for your assets. We are not responsible for determining whether the program is suitable for you. For more information, please refer to the program sponsor’s wrap fee program brochure. Transactions for your SMA account will be effected through your program sponsor, who may or may not charge additional commissions, depending on your agreement with them. However, we typically request the ability to select brokers and dealers other than your program sponsor when it is necessary to fulfill our duty to seek best execution. In this instance, you will pay brokerage commissions in addition to your wrap-fee. In addition, in some cases there can be embedded commissions, in which case certain investment expenses would be reflected within the execution price of a security rather than expressed as a separate fee. Fixed-income transactions in an SMA program are generally executed with the program sponsor. (More information regarding SMA account transactions can be found in ITEM 12: Brokerage Practices.) For more information, including fees, regarding any of the SMA programs offered by any of the program sponsors for which we advise, please see the specific program sponsor’s Form ADV Part 2A, Appendix 1.

Fees For Models Under a model arrangement, program participants will pay a single fee directly to the program sponsor. We receive a portion of that fee in exchange for providing the program sponsor with a model which may or may not be exercised by the program sponsor in their discretion. Our fees for providing a model to the program sponsor are negotiated on a program-by-program basis and tend to vary depending on the strategy, amount of assets managed by Brandes through the program, and other criteria, but typically range between 0.20% and 0.45%.

Fees For Commingled Vehicles The investment advisory fees that we receive as a service provider to certain commingled vehicles are described in the registration statements of those vehicles. The private investment funds that we advise pay us a management fee. This fee is described in the private offering memorandum and the investment advisory agreement between us and each of the funds.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Other Compensation In addition to their base salary, supervised persons of Brandes receive additional compensation from Brandes based on the sale and promotion of Brandes products to third-party broker-dealers and, in some circumstances, directly to clients. Such additional compensation is paid from Brandes’ profits and is not paid out of client assets or out of fees embedded in Brandes products.

Other Fees Or Expenses You may bear other expenses in addition to the fees you pay to Brandes. For example, you may pay costs such as brokerage commissions, transaction fees, custodial fees, wire transfer fees, class actions and litigation fees (as described below), and other fees and taxes charged to brokerage accounts and securities transactions, which are unrelated to the fees we collect. Such fees or expenses can sometimes be embedded in the execution price of the securities as reported to you rather than itemized or reflected separately on any confirmation or statement. Item 12 provides more information on our brokerage practices. Mutual funds and exchange-traded managed funds also charge internal management fees, which are disclosed in a fund’s prospectus and/or financial filings. We do not charge an advisory fee to clients on their assets which are invested in any of our proprietary funds or proprietary private funds held in a separate account or separately managed account.

Class Actions And Litigation Matters On occasion, securities held in the accounts of clients will be the subject of class action lawsuits. Brandes has engaged Broadridge Financial Solutions, Inc., (“Broadridge”) to provide a comprehensive review of our clients’ possible claims to a settlement throughout the class action lawsuit process in exchange for a contingency fee of 12% which is deducted from any monies successfully recovered on behalf of clients. Broadridge actively seeks out any open and eligible class action lawsuits and monitors, files, and expedites the distribution of settlement proceeds on behalf of our clients. For foreign actions, Brandes will work with Broadridge and the Litigation Funder to determine whether to opt-in on behalf of clients and to determine the case-by-case contingency fee payable for such action. Considerations may include, but are not limited to, potential for recovery, level of client involvement required, risks and costs associated with pursuing the action, among other things. When Brandes receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by clients, it will work to assist clients and Broadridge in the gathering of required information and submission of claims. Clients are automatically included in this service but may elect to opt-out, in which case Brandes and Broadridge will not monitor class action filings for that client.

Investment Strategies And Risk Of Loss In providing discretionary investment management services and in providing recommendations to non-discretionary clients, we use various investment strategies and methods of analysis, as described below. This Item 8 also contains a discussion of the primary risks associated with these investment strategies, although it is not possible to identify all of the risks associated with investing and the particular risks applicable to your account will depend on the nature of the account, its investment strategy or strategies and the types of securities you hold. We have seven investment committees (six equity committees and one fixed-income committee) that are assigned to specific investment strategies. Investments for our various strategies are determined by each associated investment committee. The equity investment committees apply broad standards and practices established by our Investment Oversight Committee in analyzing and making portfolio selections. The investment committees are responsible for developing the portfolios for the various client types. We generally use the same sources of information and investment/research personnel in developing portfolios for all accounts that have similar investment objectives. Portfolios for Trade Various accounts are developed using the Bloomberg AIM system (“Bloomberg”), which is used to communicate orders to the Brandes Trading Department. Account guidelines and restrictions are established and checked pre-trade in Bloomberg. Portfolios for our Retail clients, which includes BDA, SMA and shared discretion accounts, are developed based on a common model selected by the investment committee for the strategy and are communicated to SEI. Trade execution typically handled by SEI. This common model is generally very similar for all clients in the same strategy absent individual client restrictions. Guidelines for the model are established and checked pre-trade in Bloomberg. Individual account restrictions for these accounts are monitored using SEI systems. Holdings of a single account may drift from the model. These drifts are reviewed and addressed if the drift exceeds certain tolerance levels. These accounts could experience short-term gains or losses due to model changes. Portfolios for delivery of non-discretionary advice to model portfolio/Unified Managed Account (UMA) programs and shared discretion accounts will also be developed based on the above noted models and delivered to the program sponsor by SEI through an electronic platform or via spreadsheet file depending on the requirements of the program sponsor. Material changes will not be communicated to program sponsors until completion of aggregated trading for Brandes’ discretionary clients.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

While we seek to manage accounts so that risks are appropriate to the return potential for the strategy, it is often not possible or desirable to fully mitigate risks. Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be achieved. You should understand that you could lose some or all of your investment and should be prepared to bear the risk of such potential losses. You should be aware that certain strategies are limited to certain types of securities (e.g., equities or fixed income) and therefore it is possible the strategy will not always be diversified. The strategies we provide are generally not intended to provide a complete investment program for you and we expect that the assets we manage do not represent all of your assets. You are responsible for appropriately diversifying your assets to help guard against the risk of loss. Note that diversification does not assure a profit or protect against loss in a declining market. You should be aware that we sometimes invest client assets in different securities issued by the same issuer. For example, an equity investment committee may invest in common stock issued by a company, while a fixed-income investment committee may invest in bonds issued by the same company. Additionally, where appropriate for the strategy and consistent with your guidelines, the same committee may choose to invest in multiple securities issued by the same issuer (i.e. common stock and bonds). Investing in different parts of a company’s capital structure could create the potential for conflicts of interest among our clients. This could occur, for example, when such a company files for bankruptcy protection. In a bankruptcy proceeding, the interests of bondholders and equity shareholders may conflict, with the bondholders often supporting a plan of reorganization in which the equity shareholders get little, if any, value for the shares they hold. In order to mitigate the potential effects of such conflicts, we will exercise voting rights in the best interest of each respective client, which could contribute to certain clients achieving a favorable outcome and other clients not achieving a favorable outcome. In such cases, we will typically not otherwise actively engage in supporting the rights of creditors, including serving on a creditors committee. Each investment committee makes investment decisions it believes are in the best interest of the clients in that strategy.

Equity Strategies We are committed to using the Graham & Dodd investment approach, as introduced in the classic book, Security Analysis. As a Graham & Dodd value-oriented, global investment adviser, we apply fundamental analysis to bottom-up security selection. We believe that consistently buying businesses at discounts to our conservative estimates of their intrinsic value has the potential to produce competitive long-term results. Our goal is to outperform relevant benchmarks over the long term. We have applied Graham & Dodd principles globally, investing in both developed countries and those developing countries known as emerging and frontier markets. We do not attempt to match the security allocations of stock market indices but seek to identify what we believe to be the most attractively priced securities wherever they may be available. By choosing stocks that we believe are priced below our estimates of their intrinsic values, we aim to create a margin of safety. The margin of safety for any security is defined as the discount of its current market price to what we believe is the intrinsic value of that security. Over time, as other investors recognize a company’s value, this margin may decrease and the stock could appreciate. We seek to sell securities as they reach or exceed our estimate of the intrinsic value of the security. The time needed for value to be recognized in the stock market can be lengthy – 3 to 5 years or longer. This is generally why we only purchase stocks for the long term. And even over the long term, there is no guarantee that the stock market will recognize our estimate of the value of a security. We believe that by following this long-term investment approach, risk may be decreased and potential reward may be increased for the investor who is patient enough to wait for the process to work. Although our equity strategies invest for the long term, in certain circumstances we will sell investment securities without regard to the length of time we have held them. Investing in securities always involves the risk of loss that you should understand and be prepared to bear. All investment strategies involve risk, and the value of investments may fluctuate based on market conditions, issuer specific developments, economic factors, geopolitical events, regulatory changes, and other factors, and it is possible for clients to lose some or all of their invested capital.

Equity Diversification We generally expect the strategies to be invested in the equity securities of approximately 35-85 issuers, depending on the availability of stocks meeting our selection criteria at any given time. Within that range, single country strategies are more likely to be at the lower end in terms of number of issuers, and multi-country strategies (particularly those focused on smaller capitalization issuers) will likely be at the upper end. Typically, we will not invest more than 5% of the value of total strategy assets in any one issuer, measured at time of purchase. We can, on occasion, exceed the 5% level where the issuer represents more than 5% of its applicable benchmark. In the event a constituent allocation exceeds 5% of the benchmark, the individual issuer maximum is 8%, as measured at time of purchase. If the constituent

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

allocation exceeds 8% of the benchmark, the individual issuer maximum is 10%, as measured at time of purchase. Where an issuer has exceeded the 5% level in a strategy, trading instructions provided to UMA model sponsors or strategies based on the strategy representative account or any model managed dynamically for SMA (Wrap Fee) and Private Client Accounts will reflect the current % allocation held in the strategy representative account. We typically follow MSCI’s country classification method in determining the country of an issuer. MSCI generally uses a company’s country of incorporation and the primary listing of its securities to determine its country classification. Each company is assigned to one, and only one, country. In absence of a country classification by MSCI, we follow our country classification policy. If an account becomes unbalanced as a result of price movement, we will not necessarily adjust it, and might choose to continue holding the stock until it reaches our estimate of its intrinsic value or until other sales criteria are met. As a result, such accounts might not be as diversified as other accounts we manage. Capital withdrawals you make could cause an adjustment to the value of your account. Our general goal is for our equity strategies to be fully invested. However, there can be times in which cash is elevated as we transition holdings, or due to an investment committee preferring to hold cash or cash equivalents pending identification of new investment candidates. Typically, cash balances will average less than 5-10% during a full market cycle, and we are able to accommodate lower limits requested by clients. As noted below, our Global Opportunities Value strategy has been designed to have greater flexibility to hold cash balances. Typically, cash (and cash equivalent) balances will average less than 20% for the Global Opportunities Value strategy.

Read the rest in the brochure

Types Of Clients We provide investment advisory services to individuals and institutional investors, including corporations, registered mutual funds, exchange-traded funds, private investment funds, banks or thrift institutions, collective investment trusts, educational institutions, foreign or domestic government entities, insurance companies, pension and profit-sharing plans and trusts, estates, and charitable organizations.

Minimum Investments The recommended minimum account size to open a separate account directly with Brandes is $25 million. The minimum investment requirements vary by client, strategy, and program. At our discretion, we can lower or waive the minimum requirements.

And Side-By-Side Management We receive performance-based fees from a limited number of clients. The terms of such performance-based fees are negotiated with a client at the time of the opening of an account. The receipt of performance-based fees for certain accounts creates a conflict of interest, in that we could be viewed as having an incentive to make investments that are riskier than would be the case without a performance-based fee. Performance fees also create an incentive to direct the best investment opportunities to an account that pays a performance-based fee or allocate trades in favor of such an account. If that occurred, our compensation would be larger than it would otherwise be because our fee would be based on account performance in addition to a percentage of assets under management. The firm mitigates potential conflicts in this area by the use of firm-wide investment committees who are responsible for the determination of target holdings and weightings for each strategy. The decisions of the investment committees are communicated to portfolio managers responsible for implementing those decisions at an account level. We have implemented trade allocation policies and procedures designed to ensure that all clients are treated equitably and fairly over time in the allocation of investment opportunities.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Activities And Affiliations Brandes is under common control with Brandes Investment Partners & Co. (“BIP&Co”), a company formed under the laws of Nova Scotia, Canada. BIP&Co is registered as a portfolio manager and exempt market dealer in all Canadian provinces and territories. BIP&Co is also registered as an investment fund manager in Ontario, Quebec and Newfoundland. BIP&Co. has entered into an investment subadvisory agreement with us delegating certain contractual investment advisory responsibilities to us. BIP&Co. is the manager of the Bridgehouse Funds, a series of Canadian mutual funds offered to retail and institutional investors in Canada. We are subadvisor to certain of the Bridgehouse Funds. BIP&Co. is also the manager of, and we are subadvisor to, unregistered investment trusts sold only in Canada to institutional investors and high net-worth individuals and we subadvise certain separate accounts for institutional investors. Brandes is also under common control with sister entities Brandes Investment Partners (Europe) Limited, a company incorporated under the laws of Ireland (“Brandes Europe”), and Brandes Investment Partners (Asia) Pte. Ltd., a private company limited by shares formed under the laws of Singapore (“Brandes Asia”). Brandes Europe was incorporated in Ireland in 2012 and is authorized by the Central Bank of Ireland as a UCITS management company pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 as amended. Pursuant to this authorization, Brandes Europe is authorized to carry out collective portfolio management and individual portfolio management. Brandes Asia holds a Capital Markets Services License for Fund Management from the Monetary Authority of Singapore. Brandes Investment Partners, L.P. provides research, portfolio construction, trading, and operational support to these entities and earns fees for doing so.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Brandes acts as a distributor of Brandes Investment Funds plc, an open-ended umbrella type investment company incorporated under the laws of Ireland and authorized by the Central Bank of Ireland. Brandes Investment Funds plc is an undertaking for the collective investment of transferable securities (UCITS fund). We serve as investment adviser to certain mutual funds within the Datum One Series Trust, a registered open-end investment company, certain ETFs within the 2023 ETF Series Trust, and the Brandes Institutional Equity Trust and Brandes Institutional Fixed Income Trust, each of which is an unregistered private fund. Certain of our personnel are registered representatives of a non-affiliated broker-dealer for the purpose of promoting mutual funds for which we act as investment advisor as well as certain other funds offered by the broker-dealer. Brandes acts as a service provider to Metis Global Partners, LLC (“Metis”), providing certain trading, operational and systems support in exchange for certain quantitative research services provided by Metis. Metis is a California-based investment adviser firm. Brandes has a minority ownership interest in Metis. The trade execution services we provide for Metis clients can create a conflict of interest, in that we sometimes purchase or sell the same securities for Brandes and Metis clients on the same trade day. The firm mitigates potential conflicts in this area by adhering to the order separation policy and procedures. We have implemented trade distribution procedures amongst our traders. These procedures are designed to ensure that Metis and Brandes orders are not merged, but are traded separately by different trading employees. Where there are foreign exchange transactions carried out for Brandes and Metis clients at the same custodian on the same day, such transactions are permitted to be merged or netted by the custodian as merging or netting does not negatively impact either client in the foreign exchange transaction. The operational services we provide for Metis clients also can create a conflict of interest, in that we can have competing resource demands. The firm mitigates these potential conflicts by monitoring daily and seasonal activity trends and adjusting resources to ensure service levels are consistently met for both Metis and Brandes requests. Except as disclosed above, we do not believe these services and affiliations create material conflicts of interest between Brandes and our clients.

Participation Or Interest In Client Transactions And Personal Trading Code Of Ethics And Personal Trading We have adopted a Code of Ethics setting out our standard of business conduct as a fiduciary and outlining our practices surrounding personal trading in securities. All active Brandes employees are subject to the Code of Ethics. You can obtain a copy of our Code of Ethics by sending a request to: Brandes Investment Partners, L.P. Attention: Client Service 4275 Executive Square, 5th Floor La Jolla, CA 92037 clientservice@brandes.com The Code of Ethics contains provisions reasonably necessary to prevent persons from engaging in acts in violation of the law and rules and to assure that our clients’ interests are considered first. The Code of Ethics also establishes procedures reasonably necessary to prevent violation of the Code of Ethics.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Per the Code of Ethics, we regularly monitor our employees’ trading activity to assure compliance with the firm’s policy. We make use of a restricted list of securities with which the firm is currently active or considering action. Employees are generally restricted from trading in such securities. The firm also enforces minimum required holding periods for purchased securities, and monitors all employee-related brokerage accounts for trading activity. In addition, the Code of Ethics contains policies and procedures concerning the misuse of material non-public information and concerning political activities and contributions. It also provides restrictions on the receipt of gifts by employees. All of our employees are required to accept in writing the terms of the Code of Ethics upon employment, on amendment of the Code of Ethics and annually. Any employee who becomes aware of an apparent violation of the Code of Ethics is required to promptly report such apparent violation to the Legal/Compliance department.

Participation Or Interest In Client Transactions The firm does not buy securities from, or sell securities to, any investment advisory client. We recommend to clients the purchase or sale of the Brandes Investment Trust, the 2023 ETF Series Trust, the Brandes Institutional Equity Trust and the Brandes Institutional Fixed Income Trust (collectively “Brandes funds”). Please see Item 10 for a discussion of the Brandes funds. We receive a management fee based on fund assets, therefore potential conflicts of interest exist. We do not charge an advisory fee to clients on their assets which are invested in the Brandes funds to reduce this potential for conflict. The firm, the firm’s partners, and the firm’s employees can invest directly in the Brandes funds or in separate accounts advised by Brandes. Subject to the requirements of the Code of Ethics, employees can also invest directly in the Brandes funds or securities that have been recommended to clients. Other than as described in the Code of Ethics, we do not believe this creates a conflict of interest between the firm and our advisory clients.

Best Execution And Broker Selection We are committed to fulfilling our fiduciary duty of best execution in all client transactions, in accordance with U.S. regulatory requirements. The following policy outlines our obligations and procedures regarding best execution. Fiduciary Duty of Care and Loyalty As a U.S. SEC-registered investment adviser, Brandes has a fiduciary to its clients. This means we owe each client an undivided duty of loyalty and care, placing the client’s interests above our own and managing client accounts with prudence and diligence. The fiduciary duty of care includes the obligation to seek best execution of client trades – i.e. to execute securities transactions in a manner most beneficial to the client under the circumstances. While not explicitly defined in the Advisers Act, the SEC has stated that an adviser must “execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is most favorable under the circumstances.” In essence, best execution is a process-driven obligation to maximize the value of client portfolios under the client’s particular objectives and constraints over time, not just a one-time event. The “best” execution result depends on multiple factors – including price, costs, speed, likelihood of execution, and other relevant factors. The lowest possible commission or price is not always determinative. For example, a transaction with a higher commission or trading fee may still represent better overall execution if it is completed more efficiently and at a better net price, or with lower market impact, than an alternative with a cheaper commission. We consider the full range and quality of a broker’s services when seeking best execution. We use reasonable diligence and care to ascertain the best methods, venues, and counterparties for executing client orders. Our policy is designed to meet the spirit of U.S regulatory expectations, recognizing that best execution is an aggregate, multi-factor obligation focused on maximizing client outcomes, not a narrow mandate to simply secure the lowest price on each trade. Please see Broker-Dealer Selection and the Role of Broker Selection in Best Execution.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Broker-Dealer Selection and the Role of Broker Selection in Best Execution When we have discretion to choose broker-dealers for client orders, we follow robust selection criteria to ensure that each broker-dealer chosen can provide high-quality execution. Our traders consider a full range of factors – no single factor exclusively determines the choice of broker. The goal is the best overall result for the client, considering all relevant circumstances. Broker Evaluation Key Considerations Criteria Pricing & Total Costs

Net price and costs offered, including the broker’s ability to obtain competitive prices and minimize total trading costs (e.g. commissions, fees, mark-ups) for the client.

Execution Capability & Liquidity

Market access and trade execution skills. For example, the broker’s knowledge of markets and securities, its ability to handle large or illiquid orders, to provide liquidity or capital commitment when needed, and secure favorable prices with minimal market impact.

Speed & Likelihood of Execution

Timeliness and completeness of execution: the broker’s ability to execute orders promptly at desired sizes, with high fill rates and low probability of failure or delay in settlement.

Operational Soundness

Operational reliability of the broker-dealer: we consider the broker’s settlement operations (to ensure trades settle smoothly), as well as the quality of their back-office, technology, and compliance systems for trade processing and error resolution.

The broker’s overall service quality and track record: historical execution performance, responsiveness to traders, Quality of Service ability to follow instructions accurately, maintain confidentiality of orders, and resolve any trading issues or errors & Reliability promptly. Value-Added Research (Soft Dollars)

Where consistent with Section 28(e) of the Securities Exchange Act, we may consider the value of brokerage and research services a broker provides, only if we determine that the broker is capable of providing best execution and competitive pricing for the trade. Any research or “soft dollar” usage is governed by the firm’s Soft Dollar Policy to ensure compliance with regulatory guidance.

The duty to seek best execution generally applies to all of our portfolio transactions, including those relating to fixed-income securities. Certain factors outlined above with respect to the ability of a broker to provide best execution are also considered when we manage our fixed-income portfolios. However, certain factors would not be applicable. These factors may include our knowledge of the negotiated commission rates currently available, other current transaction costs, and the ability and willingness of a broker-dealer to facilitate transactions by acting as principal and utilizing its own capital to facilitate trades. These, and other similar considerations, are not applicable to the best execution analysis utilized in trading fixed-income securities due to the nature of fixed-income securities and the way such securities are traded. Use of Transaction Cost Analysis (TCA) & Management of Trading Costs We utilize a Transaction Cost Analysis (TCA) tool from Bloomberg, known as “Bloomberg Transaction Cost Analysis” ( “BTCA”) to measure and evaluate execution quality on an ongoing basis for our equity securities. BTCA provides detailed post-trade comparisons in both absolute benchmarking as well as a relative comparison. We evaluate both explicit and implicit costs. By monitoring both explicit and implicit costs, the firm aims to optimize the total cost of trading for clients. Client Account Arrangement Types 1. Institutional accounts - You are free to open a custodial account with a bank trust company and grant us discretion to select a broker-dealer. We identify these as “Trade Various” accounts. Certain accounts managed by Brandes to serve as the UMA portfolio models are also included as Trade Various accounts. 2.

Broker Dealer accounts – You may open an account at a broker-dealer firm who is responsible for maintaining custody of the account and advising you about the mandate chosen. You are also free to choose or change broker-dealers at your discretion. If there is reason to believe that your chosen brokerage firm cannot offer adequate service, we might not be able to accept management of your account. We identify these as Broker Dealer Accounts (“BDA”).

3.

SMA Wrap Fee accounts - We participate in wrap fee programs sponsored by certain unaffiliated broker-dealers or Program Sponsors. In a SMA program, you pay an all-inclusive fee for investment management, trade execution and administrative and recordkeeping services. We identify these as “SMA” accounts (“SMA”).

4.

Shared Discretion model portfolio –We provide investment advisory services and act as investment adviser to clients in a unified managed wrap program by exercising discretion to select securities for a model portfolio delivered to an overlay

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

manager for implementation into applicable client accounts. For these accounts, trade execution is the responsibility of the sponsor. We identify these as “Shared Discretion accounts”. 5.

Exchange-Traded Funds - We offer three sponsored ETFs that are part of a non-affiliated trust. We have contracted with Tidal Financial Group and BTIG LLC (“BTIG”) to obtain recommendations to achieve optimal tax efficiency and minimal frictional trading costs for the ETFs. In most cases, trade execution for the ETFs is directed to BTIG. When trades are directed to BTIG, such transactions are placed after the accounts who gave us full discretion to direct brokerage. Trades executed by BTIG on behalf of the ETFs are monitored by the Trading Department through transaction cost analysis reports and results are reported to Compliance. Brandes will not direct the trade to BTIG and will elect to place the trade ourselves where we believe it is in the best interests of the ETF to do so. In such cases, we will follow our aggregation, rotation, and allocation procedures described below. ETFs offer tax efficiency and for tax efficiency purposes, sometimes sell transactions are affected via Custom-In-Kind Baskets (CIBs). CIBs can be executed with Authorized Participants (APs) other than BTIG.

Directed Brokerage Arrangements As a BDA or SMA you can direct us to affect all portfolio transactions through your broker-dealer or SMA Program Sponsor at a commission rate agreed upon between you and the broker. If you do so, we will instruct SEI to execute your portfolio trades with your broker dealer or SMA Program Sponsor and monitor the execution price received by SEI. Brandes might not be able to obtain best execution for trades in your account, and you will be subject to certain disadvantages including: • • • • •

you will forego any benefit from savings on execution costs that Brandes could obtain for its clients through negotiating volume discounts on batched transactions; no attempt to negotiate commissions will be made on your behalf. As a result, you might pay more in commissions as compared to other clients and/or receive less favorable execution of some transactions; you will not be able to participate in an allocation of a new issue if that new issue is provided by another broker; when trades are aggregated, Brandes will not begin to execute client securities transactions with these broker-dealers which have been directed by clients until all non-directed brokerage orders are completed; clients directing brokerage might not generate returns equal to clients that do not direct the use of a particular broker.

BDAs and SMAs can be included in aggregated transactions which are traded with institutional brokers if the directed broker or SMA sponsor permits us to trade away from them (“step out”) and where we believe that this is necessary to meet our duty to seek to obtain best execution. Step out trades are executed only as an exception based on multiple factors and only with approval from trading management. In such cases, additional commissions and/or fees are typically charged by the institutional broker who executes the stepped-out trade and such costs will typically be embedded in the trade execution price in the nature of an extra commission or cents per share mark-up or mark-down, which would not otherwise be incurred by wrap-fee accounts if traded with the directed broker. These commissions or mark-ups/mark-downs are netted into the price received for a security and will not be reflected as individual items on the client trade confirmation. Neither the designated broker nor the executing broker is obligated to participate in these arrangements. For certain programs, due to restrictions applied by the BDA or the SMA sponsor, Brandes is not able to step-out the trades. In certain circumstances (e.g., when the client has come to Brandes through the broker-dealer), Brandes has a conflict of interest between its duty to obtain best execution and its desire to obtain future referrals from the broker-dealer. Brandes mitigates this conflict by adhering to our policy in respect of best execution. Where we place trades for your account and have discretionary brokerage authority, we do not take into consideration client referrals from a broker-dealer or third party in selecting broker-dealers to execute securities transactions. In following our policy to seek to obtain best execution, we might execute securities transactions through broker-dealers, including a broker-dealer that has referred you to us. In evaluating the wrap fee arrangement, you should recognize that brokerage commissions for the execution of transactions in your account through the Sponsor Firm are solely determined by the Sponsor Firm. It is our understanding that these transactions are generally executed without commissions and a portion of the wrap fee is generally considered as being in lieu of brokerage commissions.

Aggregation, Rotation And Allocation Trade Types We typically perform two types of trades for our clients. One type of trade is called an “across-the-board” (ATB) trade and is the purchase or sale of securities for most or all our portfolios in one or more investment strategies. By its nature, an ATB trade will affect many client accounts at once.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Read the rest in the brochure

Other Compensation Other than the compensation described in Items 5, 6, 10, and 12, Brandes does not receive an economic benefit from anyone other than our clients for providing investment advice or other advisory services to our clients.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

We actively seek to educate consultants, broker-dealers, and other financial advisors (collectively, “Financial Professionals”) about our advisory services. Brandes sponsors educational events where its representatives meet with Financial Professionals and in some instances their clients. Brandes pays some of the costs associated with educational events, which provide Brandes representatives with an opportunity to meet with Financial Professionals and clients. Such costs can include meeting materials, travel, lodging, and entertainment. These costs are paid by Brandes from its own resources. Additionally, Brandes can make charitable donations in connection with events involving personnel or clients of entities that distribute our products and/or services. Clients should confer with their Financial Professional regarding the details of the cost payments they receive from Brandes. While we do not currently have any such arrangements in place, we are permitted to compensate unrelated third parties for client referrals in accordance with Rule 206(4)-1 under the Investment Adviser’s Act of 1940. The compensation paid to any such third party would typically consist of a cash payment stated as a percentage of our advisory fee. Brandes pays certain employees an amount in addition to their base salary for referring clients to the firm.

None

Account Reviews Institutional Accounts Institutional accounts are systematically reviewed by our automated compliance system when investment allocation changes are considered for the account. The account will also be reviewed quarterly, or more frequently as circumstances warrant, by the portfolio management team to make sure that stocks allocated to the account are in accordance with the policy guidelines established by the relevant investment committees for the strategy, and in accordance with the account’s specific investment restrictions and policies. Additionally, Institutional accounts are monitored daily on a post-trade basis by our automated compliance system. Our automated compliance system is not capable of monitoring certain types of client-imposed guidelines. Consequently, while we may accept these types of restrictions, we will monitor such guidelines manually on a periodic basis. BDAs and SMAs The models used to develop portfolios for these clients are systematically reviewed by our automated compliance system. Individual account restrictions are monitored using the automated compliance system of SEI (APL). UMAs and Shared Discretion Accounts UMAs and Shared Discretion accounts are not reviewed by Brandes, but are the responsibility of the program sponsor.

Client Reports The nature and frequency of client reporting is determined primarily by the client’s particular needs. Generally, unless otherwise instructed by the client, clients will receive either quarterly or monthly written reports of all transactions for that period, current portfolio holdings and portfolio returns. Client reports for SMA accounts and Model Portfolio accounts are provided by the program sponsor in accordance with the client’s agreement with the sponsor.

We do not have physical custody of client assets or provide custodial services. In order to use our services, you must establish a custodial account with another institution, such as a brokerage firm, bank, trust company or other qualified custodian from a specific list of custodians with which we will work. You will generally receive statements directly from your custodian at least quarterly. We urge you to review such statements carefully and compare them to the client reports that we provide to you. The information in our client reports can differ from your custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Please contact us if you do not receive a statement from your custodian on a timely basis. We have “custody” over certain of the private funds we manage for purposes of Rule 206(4)-2 of the Advisers Act (“Custody Rule”). To comply with this Rule, we provide each investor in such private fund audited financial statements within 120 days following the private fund’s fiscal year end. If you have invested in the private funds and have not received audited financial statements on a timely basis, please contact us immediately. If we, through no effort of our own, inadvertently receive client funds or securities, we will forward those funds or securities to the sender within three business days, and in some limited cases (e.g. tax refunds, class action settlements, stock certificates or dividend checks) we can forward the funds to the client within five business days as per the Custody Rule. Brandes has a relationship with one broker firm where the contracts allow the broker to deduct advisory fees from the clients’ accounts. While Brandes is not authorized under such arrangements to withdraw client funds or securities, the documentation between the clients and their broker firm generally provides that the broker firm is authorized to pay our fees upon receipt of an invoice from Brandes without the need to verify or validate the appropriateness of such invoice. Therefore, we take steps to comply with the requirements of Rule 206(4)-2.

We usually only accept new accounts when we are given full investment discretion to make investment decisions for an account without your prior consultation. This authority is granted to us in the agreement between the client and Brandes. However, our discretionary authority can be limited in certain circumstances. For example, a client can place restrictions or prohibitions on transactions in certain types of securities or industries or with socially responsible criteria. Any limitations a client wishes to place on an account must be agreed upon in advance in writing. For Model Portfolio accounts, discretion to make investment decisions for an account resides with the program sponsor, not with Brandes.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

Generally, we vote proxies for securities that we select and are held in the account, unless a client directs us to the contrary in writing. The financial interest of our clients is the primary consideration in determining how proxies should be voted. Our policy and practice includes the responsibility, among other things, to: i) monitor and act on corporate actions as appropriate and in the best interest of the account and holdings; ii) receive and vote client proxies; and, iii) disclose any potential conflicts of interest. In addition, the firm will, upon request, provide information about the voting of proxies for portfolio securities. We generally do not vote proxies for securities held in an account which we did not select, or where we are not vested with discretionary authority. If a client retains the right to vote proxies, they should make arrangements with their custodian to directly receive proxy solicitations. We do not accept instructions from clients on individual solicitations. Voting proxies with respect to shares of foreign companies may involve significantly greater effort and corresponding cost due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Logistical problems in voting foreign proxies include the following:

Each country has its own rules and practices regarding shareholder notification, voting restrictions, registration conditions, and share blocking. To vote shares in some countries, the shares can be “blocked” by the custodian or depository (or bearer shares deposited with a specified financial institution) for a specified number of days (usually five or fewer but sometimes longer) before or after the shareholder meeting. When blocked, shares typically cannot be traded until the day after the blocking period. Brandes will refrain from voting shares of foreign stocks subject to blocking restrictions where, in Brandes’ judgment, the benefit from voting the shares is outweighed by the interest of maintaining client liquidity in the shares. This decision generally is made on a case-by-case basis based on relevant factors, including the length of the blocking period, the significance of the holding, and whether the stock is considered a long-term holding. Often it is difficult to ascertain the date of a shareholder meeting because certain countries do not require companies to publish announcements in any official stock exchange publication. Time frames between shareholder notifications, distribution of proxy materials, book-closure and the actual meeting date can sometimes be too short to allow timely action. Language barriers will generally mean that an English translation of proxy information must be obtained or commissioned before the relevant shareholder meeting. Some companies and/or jurisdictions require that, in order to be eligible to vote, the shares of the beneficial holders be registered in the company’s share registry. Lack of a “proxy voting service” by custodians in certain countries. In countries in which custodians do not offer a “proxy voting service”, Brandes will attempt, on a best efforts basis, to lodge votes in such countries. Presence of voting fees in countries in which custodians do not offer a “proxy voting service”, may limit Brandes’ ability to lodge votes in such countries. Due to limited voting ability of some ADR programs, Brandes will attempt on a best efforts basis to vote when it is prudent to do so and if the Depositary offers a path to submit our vote instructions.

Because the cost of voting on a particular proxy proposal could exceed the expected benefit to a client (including an ERISA Plan), Brandes weighs the costs and benefits of voting on proxy proposals relating to foreign securities and makes an informed decision on whether voting a given proxy proposal is prudent. Conflicts of interest may arise in the proxy decision-making process. We are committed to resolving all conflicts in our clients’ best interests and will generally vote pursuant to our Proxy Voting Guidelines when conflicts of interest arise. When there are proxy voting proposals that give rise to conflicts of interest that are not addressed by the Proxy Voting Guidelines, each will be evaluated on a caseby-case basis by the Corporate Governance and Proxy Voting Committee, in consultation with the Global Head of Compliance. The steps taken to address the issue will be documented in writing. Possible resolutions of such conflicts may include:

voting in accordance with the guidance of an independent consultant or outside counsel; erecting information barriers around the person or persons making voting decisions;

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048

designating a person or committee to vote that has no knowledge of any relationship between Brandes and the issuer, its officers or directors, director candidates, or proxy proponents; or voting in other ways that are consistent with our obligation to vote in our clients’ best interests.

When making proxy-voting decisions, we generally adhere to our Proxy Voting Guidelines, which set forth our positions on recurring issues and criteria for addressing non-recurring issues. Clients can obtain a copy of our proxy voting policies and procedures, information regarding votes we cast with regards to your securities, or information about specific proxy solicitations by sending a written request to: Brandes Investment Partners, L.P. Attention: Proxy Inquiries 4275 Executive Square, 5th Floor La Jolla, CA 92037 proxyinquiries@brandes.com

Not applicable.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048