M&G INVESTMENT MANAGEMENT LTD

Advisory Business Fees and Compensation

Item 13. Review of Accounts Item 14. Client Referrals and Other Compensation Item 15. Custody Item 16. Investment Discretion Item 17. Voting Client Securities Item 18. Financial Information

Item 4 Advisory Business Description of Firm M&G Investment Management Limited (“MAGIM”) is an indirect wholly owned subsidiary of M&G Plc (“M&G”), a publicly traded holding company, a London Stock Exchange-listed financial services company. M&G is headquartered in London, United Kingdom. As of December 31, 2021, M&G had approximately 6,000 employees in 22 locations around the world.

Services The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to MAGIM and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. MAGIM provides investment management for a broad range of clients, with a product range that includes segregated mandates for institutions as well as retail mutual funds for individuals. Client funds are invested by MAGIM on the basis of the indiv idual aims and needs of each client at such time as deemed necessary, having regard to the assessment of prevailing investment opportunities. MAGIM provides investment management services regarding a range of asset classes including equities.

Investment Restrictions All advisory services are provided under the terms of an advisory agreement between MAGIM.

Wrap Fee Programs We do not participate in any wrap fee program.

Assets Under Management MAGIM’s total assets under management are $400,512,257,798 as at 31st December 2021. This is calculated using the methodology as per the Part 5F of the Form ADV.

Item 5 Fees and Compensation Fee scales are determined by the nature, size and potential asset growth of the mandate and are subject to minimums being applied. There is no specific fee schedule; the fees are agreed with the client at inception. Client fees are generally computed based on the ‘market value’ or principal amount as applicable, of assets under management in a client’s account. Other costs include brokerage fees; see item 12. Fees are normally billed on a semi-annual, quarterly or monthly basis in arrears and are due from clients on receipt of a billing statement. MAGIM’s sole business is asset management from which revenue is generated. In the management of equity invested portfolios, neither MAGIM nor any of its supervised persons receives compensation from anyone other than the client (i.e. no brokerage commission). Unless otherwise agreed, MAGIM is not obligated to pay any expenses of a client. Group Affiliate clients will directly bear the costs associated with custodians and other service providers to their separately managed account, as well as brokerage and other transaction costs associated with trading in the account.

Item 6 Performance-Based Fees and Side-By-Side Management When agreed with the client, MAGIM may charge performance-related fees. MAGIM could face a conflict of interest when it carries on investment business for clients that are charged performance fees and those that are not. For example, MAGIM could favour clients that pay performance fees over those that do not, in the allocation of investment opportunities. MAGIM manages this conflict by employing the following policies that ensure that all clients are treated fairly:

the fair allocation of investments;

that customer order priority is respected; that employee remuneration structures do not favour one client over another; and that where an employee manages more than one client account the oversight processes consider both trading activity and the performance of each client’s portfolio to identify any indication that one client account is being treated more favourably than another.

Item 7 Types of Clients MAGIM typically offers a fully discretionary investment management service and has the following types of clients, which under the UK regulatory framework are classified as professional clients:

Banking or thrift institutions; Pooled investment vehicles; Pensions and profit-sharing plans; Corporations or other businesses; State or municipal government entities; Other investment advisers; and Insurance companies.

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss – Equity Mandates Companies and their related securities are researched by specialist teams of analysts and fund managers, involving both faceto-face meetings with company management and the reviews of financial statements and other research material. Using the company meeting as the focal point, these investment professionals make a thorough assessment of both quality and valuation for each potential investment. The output of research activity is coordinated and communicated at morning meetings and regular investment group reviews, as well as being available electronically to all investment professionals. Equity fund managers are responsible for constructing portfolios that meet clients’ objectives in terms of both risk and reward. It is also the fund managers’ responsibility to understand the cash impact of any transaction undertaken. MAGIM traders are responsible for providing thoughtful and timely feedback on market news and overall tone, trading technical and asset valuations to portfolio managers and research analysts to help determine an asset’s fair value. In terms of the risk management process, the Investment Risk team is independent from the portfolio management teams and the team reports into the Chief Risk Officer (CRO) via the Head of Investment Risk. The Investment Risk team provides second line assurance that funds are managed in line with their investment objective. This is best achieved through both partnership

and independence. The Equity Risk team interacts with the portfolio manager providing insight and analysis. The process also incorporates periodic risk meetings with fund managers as appropriate and a second line escalation process (the Investment Performance and Risk Committee ‘IPRC’) where any concerns can be further escalated if necessary. The IPRC is chaired by the second line and first line representation includes representation from senior management in the 1 st line. The Liquidity Management Sub-committee is also chaired by the second line and reports into the IPRC and seeks to ensure portfolio level liquidity is appropriate for funds. The Equity Risk team which forms part of the Investment Risk team uses several tools, software and metrics to aid its understanding of portfolios and conversations with Fund managers and Senior Management. This includes 3rd party risk models such as Aladdin and Style Research. Risk metrics used can include Tracking error, risk breakdowns such as stock, factor and sector contributions to risk as well as other measures such as style exposures and active share. MAGIM’s equity strategies invest in UK and non-UK equities, using a variety of investment approaches including (but not limited to) growth, income or value styles.

General risks that the client may face are:

Investment Risk - The risk that the value of assets may decline both in absolute terms and/or relative to a designated benchmark, driven by factors including but not limited to market levels, biases within the portfolio (e.g. style, size, geographical, industry) and stock concentration;

Liquidity Risk - The risk the fund cannot meet its obligations due to a lack of adequate liquidity in the portfolio or the market; and that a fund or account cannot sell a security at a particular time for approximately the price at which MAGIM or its agent has valued the security;

Counterparty Risk - The risk of default by market counterparties;

Settlement Risk - The risk of direct or indirect loss resulting from failed trades;

Cyber Risk - The risk of systems failing to operate properly or becoming disabled because of events wholly or partly beyond our or their control.

Equity Investment Risks The risks of investing in equity securities include:

Market Risk - The market value of securities owned in a strategy may decline, at times sharply and unpredictably. Price changes may occur in the market, or they may occur in only a particular country, company, industry, or sector of the market. Market values of equity securities are affected by different factors, including the historical and prospective earnings of the issuer, the value of its assets, management decisions, decreased demand for an issuer’s products or services, increased production costs, general econom ic conditions, interest rates, currency exchange rates, investor perceptions and market liquidity.

Style-Specific Risk - Different types of stocks may shift in and out of favour depending on market and economic conditions. A growth strategy seeks companies experiencing or forecasting high rates of growth; which may be more volatile than other types of investments. Other styles of equity investments may have different risk profiles which may vary over time.

Equity Security Risk - Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur because of declines in the equity market, or because of declines in only a particular country, company, industry, or sector of the market or indeed due to stock specific reasons.

Foreign Securities Risk - Companies with significant foreign operations may be subject to additional risks such as political, social and economic developments, given different regulatory environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest and limitations on the use or transfer of portfolio assets. Enforcing legal rights in other jurisdictions may be difficult, costly, in addition

accounting standards or governmental supervision standards will differ and there may be less public information about their operations.

Currency Risk - Changes in currency exchange rates will affect, the value of dividends and interest earned from securities, and gains and losses realised on the sale of such securities.

Correlation Risk - Equity markets often rise and fall at different times or by different amounts due to economic or other developments particular to a given country or region. This may lower the overall volatility of a portfolio (diversification). Sometimes, however, global trends will cause markets to move in the same direction, reducing or eliminating the risk reduction benefit of diversification.

Concentrated Portfolio Risk - To the extent that a strategy invests in a limited number of stocks, it may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on a strategy’s performance.

Management Risk - This is a risk that MAGIM will not successfully execute a strategy even after applying its investment process and sell discipline. There can be no guarantee that MAGIM’s decisions will produce the intended result, and there can be no assurance that the investment strategy will succeed.

Inflation Risk - Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the account and distributions can decline.

Illiquid Securities Risk - Illiquid securities are securities that are not readily marketable. Illiquid securities involve the risk that the securities will not be able to be sold in a timely fashion or at a fair price.

This description of general investment risks is qualified in its entirety by any discussio n of risks in a fund’s prospectus or offering document, or in our investment management agreement.

General Risks The general risks include:

Cybersecurity risk: Cyber-attacks could disrupt daily operations related to trading and portfolio management. In addition, technology disruptions and cyber-attacks may impact the operations or securities prices of an issuer or group of issuers, and thus may have an adverse impact on the value of account’s investments. Cyber-attacks on securities markets or the financial services infrastructure could cause market volatility or the failure of critical financial services and could impact an account’s performance.

Force Majeure events: Portfolio investments may be affected by force majeure events (i.e. events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemics or other serious public health concerns, war, terrorism, labour strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, governmental policies and social instability). Some force majeure events may adversely affect the ability of a party (including an issuer or a counterparty to a portfolio investment) to perform its obligations until it is able to remedy the force majeure event. Furthermore, force majeure events that are inc apable of or are too costly to cure may have a permanent adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in a particular country and may contribute to volatility in financial markets. Any of the foregoing may therefore adversely affect the performance of an account.

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MAGIM does not receive compensation from any third party for providing investment advice to its clients. MAGIM has entered into arrangements to pay its affiliates, to solicit new business on behalf of the firm. MAGIM requires its affiliates to disclose their relationship to clients and prospects and requires third-party solicitors to provide an appropriate disclosure statement to clients and prospects regarding that arrangement.

All client accounts that are managed by MAGIM are reviewed on a 6-monthly basis (although most client accounts are reviewed on a quarterly basis). These reviews are chaired by the Head of Investment Risk or an appropriate delegate and attended by the relevant investment team Head/fund managers/risk analysts as appropriate. The reviewers consider several reports on various aspects of the client accounts including: performance, turnover, liquidity, dealing activity, attribution, risk and breaches. Minutes and any unresolved issues are then escalated to the relevant board or committee. Furthermore, MAGIM provides client reporting which typically includes copies of the valuation of the clients’ portfolio (including a statement of the method of valuation adopted), a list of security transactions, a cash reconciliation, income and realised gains/losses schedules, performance statistics and a report on the period under review. In general, MAGIM would expect to meet clients twice a year, but is available (as a minimum) for annual meetings.

MAGIM does not have custody of any US client funds or securities. Clients should receive quarterly or monthly account statements from the broker-dealer, bank or other financial services firm that serves as qualified custodian to their account(s), and clients should carefully review those statements. Clients who do not receive such account statements are encouraged to follow up directly with their custodian and request such statements. Clients who receive additional reports from MAGIM are urged to compare these reports to the account statements they receive from the qualified custodian.

MAGIM has discretionary authority over client accounts. This includes buying or selling securities, the amount of securities bought or sold, broker or dealer to be used and the commission rates paid. Investment activity is not undertaken unless a signed investment management agreement is in place. Client investment restrictions are coded into trading systems used by MAGIM to ensure adherence to client mandates. All fund managers are required to be accredited as Approved Persons under the rules of t he FCA before managing client assets to ensure that fund objectives, restrictions and risk tolerances are fully understood before investment activity is carried out.

If clients wish to vote independently of M&G this is reflected in the investment management agreement which is put in place with the client at client-take-on stage. Where MAGIM has been given the responsibility to vote on behalf of its clients, it is not our policy to discuss company voting with clients unless specifically mandated to do so. MAGIM only votes for active international holdings, this does not include passive holdings. MAGIM has an active voting policy which is integral to our investment process. By exercising our votes, we seek both to add value and to protect our clients’ interests as shareholders. We have a dedicated Corporate Finance department that maintains a continuing dialogue with investee companies. We look to work with the management of companies we hold and where we have a differing opinion, we will hold management accountable and/or work with them to understand our viewpoint. Investee companies are monitored closely, both in terms of their performance for creating shareholder value and issues arising from how they are directed and controlled. We seek to act as a responsible shareholder and our approach is consistent with the UK’s Stewardship Code. We also support the UK Corporate Governance Code which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders which contribute to effective corporate governance. Our policy

is to make informed judgments about the application of the Code subject to the particular circumstances of the company concerned. We take our responsibilities as a share owner seriously. It is our policy to vote at all meetings although in certain markets our desire to vote may be assessed on a case-by-case basis, considering the size of our holding and the significance of each resolution, the difficulties of voting in the market in question and the risk of having securities

blocked for sale ahead of company meetings. We do not hesitate to protect the interests of shareholders and our clients where necessary, although it should be noted that some of our clients do not permit us to vote on their behalf. Investment and voting decisions are always taken by individual M&G fund managers in the best interests of ultimate beneficiaries to avoid any potential conflict of interest. Conflicts are managed in accordance with M&G’s Conflicts Policy. Where a potential conflict arises, the matter will be referred to the Equities Business Board and any decision as well as the underlying rationale will be documented and available to clients upon request. Details of our voting are available on the M&G website and from Q3 2016 the rationale for voting against resolutions was also made available. Our approach to voting is described in our voting policy on M&G’s website. Where MAGIM does not perform voting for the client , the client receives details of up and coming proxies and other solicitations from its custodian or another third-party provider that the client directly employs.

Shares of M&G plc are listed for trading on the London Stock Exchange. The shareholder reports for M&G plc are available on the internet at https://www.mandgplc.com. MAGIM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance and therefore has not included a balance sheet of its most recent fiscal year. MAGIM is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has MAGIM been the subject of a bankruptcy petition at any time during the past ten years.